Form 10-Q SAGA COMMUNICATIONS INC For: Jun 30
Tweet
Share
E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period ended
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (I.R.S. Employer |
|
|
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻ | Accelerated filer ☐ | |
Smaller Reporting Company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of the registrant’s Class A Common Stock, $.01 par value, outstanding as of August 10, 2026 was
INDEX
Page | |
3 | |
3 | |
Condensed consolidated balance sheets — June 30, 2026 and December 31, 2025 | 3 |
Condensed consolidated statements of operations — Three and six months ended June 30, 2026 and 2025 | 4 |
5 | |
Condensed consolidated statements of cash flows — Six months ended June 30, 2026 and 2025 | 6 |
Notes to unaudited condensed consolidated financial statements | 7 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
Item 3. Quantitative and Qualitative Disclosures about Market Risk | 29 |
29 | |
29 | |
29 | |
29 | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 30 |
30 | |
31 | |
32 | |
EX-31.1 | |
EX-31.2 | |
EX-32 | |
EX-101 INSTANCE DOCUMENT | |
EX-101 SCHEMA DOCUMENT | |
EX-101 CALCULATION LINKBASE DOCUMENT | |
EX-101 LABELS LINKBASE DOCUMENT | |
EX-101 PRESENTATION LINKBASE DOCUMENT | |
EX-101 DEFINITION LINKBASE DOCUMENT |
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
SAGA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | | December 31, | ||||
2026 | 2025 | | |||||
| (Unaudited) | | (Note) | ||||
(In thousands) | |||||||
Assets | | ||||||
Current assets: | |||||||
Cash and cash equivalents | $ | | $ | | |||
Assets held for sale | | — | |||||
Short-term investments | | | |||||
Accounts receivable, net |
| |
| | |||
Prepaid expenses and other current assets |
| |
| | |||
Barter transactions |
| |
| | |||
Total current assets |
| |
| | |||
Property and equipment |
| |
| | |||
Less accumulated depreciation |
| |
| | |||
Net property and equipment |
| |
| | |||
Other assets: |
|
| |||||
Broadcast licenses |
| |
| | |||
Operating right-of-use assets | | | |||||
Other intangibles, deferred costs and investments, net |
| |
| | |||
Total assets | $ | | $ | | |||
|
| ||||||
Liabilities and shareholders’ equity |
|
|
| ||||
Current liabilities: |
|
|
| ||||
Accounts payable | $ | | $ | | |||
Accrued expenses: | |||||||
Accrued payroll and payroll taxes |
| |
| | |||
Other accrued expenses |
| |
| | |||
Barter transactions |
| |
| | |||
Current portion long-term debt | | — | |||||
Total current liabilities |
| |
| | |||
Deferred income taxes |
| |
| | |||
Long-term debt |
| |
| | |||
Other liabilities |
| |
| | |||
Total liabilities |
| |
| | |||
Commitments and contingencies (Note 6, 9 and 10) |
|
| |||||
Shareholders’ equity: |
|
| |||||
Common stock | | | |||||
Additional paid-in capital |
| |
| | |||
Retained earnings |
| |
| | |||
Treasury stock |
| ( |
| ( | |||
Total shareholders’ equity |
| |
| | |||
Total liabilities and shareholders' equity | $ | | $ | | |||
Note:
See accompanying notes to unaudited condensed consolidated financial statements.
3
SAGA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended |
| Six Months Ended | |||||||||
June 30, |
| June 30, | ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
(Unaudited) | ||||||||||||
(In thousands, except per share data) | ||||||||||||
Net operating revenue | $ | | | $ | | | $ | | | $ | | |
Station operating expenses |
| |
| | |
| |
| | |||
Corporate general and administrative |
| |
| | |
| |
| | |||
Depreciation and amortization |
| |
| | |
| | |||||
(Gain) loss on sale of assets, net | ( | | ( | | ||||||||
Operating income (loss) |
| |
| | |
| ( |
| ( | |||
Interest expense |
| |
| | |
| |
| | |||
Interest income |
| ( |
| ( | |
| ( |
| ( | |||
Other income | ( | ( | ( | ( | ||||||||
Income (loss) before income tax expense |
| |
| | |
| ( |
| ( | |||
Income tax (benefit) expense | ||||||||||||
Current | — |
| | |
| |
| ( | ||||
Deferred | |
| ( | |
| ( |
| ( | ||||
| |
| | |
| ( |
| ( | ||||
Net income (loss) | $ | | $ | | | $ | ( | $ | ( | |||
|
|
| ||||||||||
Income (loss) per share: | |
|
| |||||||||
Basic | $ | | $ | | | $ | ( | $ | ( | |||
Diluted | $ | | $ | | | $ | ( | $ | ( | |||
|
|
| ||||||||||
Weighted average common shares |
| |
| | |
| |
| | |||
Weighted average common and common equivalent shares |
| |
| | |
| |
| | |||
|
|
| ||||||||||
Dividends declared per share | $ | | $ | | | $ | | $ | | |||
See accompanying notes to unaudited condensed consolidated financial statements.
4
SAGA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the three and six months ended June 30, 2026 and 2025
Class A | Class B | Additional | Total | |||||||||||||||||||
Common Stock | Common Stock | Paid-In | Retained | Treasury | Stockholders’ | |||||||||||||||||
| Shares | | Amount | | Shares | | Amount | | Capital | | Earnings | | Stock | | Equity | |||||||
(Unaudited) (In thousands) | ||||||||||||||||||||||
Balance at December 31, 2024 | | $ | | | $ | | $ | | $ | | $ | ( | $ | | ||||||||
Net loss, three months ended March 31, 2025 |
| | |
| |
| |
| |
| ( |
| |
| ( | |||||||
Dividends declared per common share |
| |
| |
| |
| |
| |
| ( |
| |
| ( | ||||||
Compensation expense related to restricted stock awards |
| |
| |
| |
| |
| | |
| |
| | |||||||
401(k) plan contribution |
| |
| |
| |
| |
| ( |
| |
| |
| | ||||||
Balance at March 31, 2025 |
| | $ | |
| | $ | | $ | | $ | | $ | ( | $ | | ||||||
Net income, three months ended June 30, 2025 |
| |
| |
| |
| |
| |
| |
| |
| | ||||||
Forfeiture of restricted stock |
| ( |
| |
| |
| |
| |
| |
| |
| | ||||||
Dividends declared per common share |
| |
| |
| |
| |
| |
| ( |
| |
| ( | ||||||
Compensation expense related to restricted stock awards |
| |
| |
| |
| |
| |
| |
| |
| | ||||||
Balance at June 30, 2025 |
| | $ | |
| | $ | | $ | | $ | | $ | ( | $ | | ||||||
Class A | Class B | Additional | Total | |||||||||||||||||||
| Common Stock | Common Stock | Paid-In | Retained | Treasury | Stockholders’ | ||||||||||||||||
| | Shares | | Amount | | Shares | | Amount | | Capital | | Earnings | | Stock | | Equity | ||||||
(Unaudited) (In thousands) | ||||||||||||||||||||||
Balance at December 31, 2025 | | $ | | | $ | | $ | | $ | | $ | ( | $ | | ||||||||
Net loss, three months ended March 31, 2026 |
| |
| |
| |
| |
| |
| ( |
| |
| ( | ||||||
Forfeiture of restricted stock | ( | | | | | | | | ||||||||||||||
Dividends declared per common share |
| |
| |
| |
| |
| |
| ( |
| |
| ( | ||||||
Compensation expense related to restricted stock awards |
| |
| |
| |
| |
| |
| |
| |
| | ||||||
Purchase of shares held in treasury |
| |
| |
| |
| |
| |
| |
| ( |
| ( | ||||||
401(k) plan contribution |
| |
| |
| |
| |
| ( |
| |
| |
| | ||||||
Balance at March 31, 2026 | | $ | |
| | $ | | $ | | $ | | $ | ( | $ | | |||||||
Net income, three months ended June 30, 2026 |
| |
| |
| |
| |
| |
| |
| |
| | ||||||
Forfeiture of restricted stock | ( | | | | | | | | ||||||||||||||
Dividends declared per common share |
| |
| |
| |
| |
| | ( |
| |
| ( | |||||||
Compensation expense related to restricted stock awards |
| |
| |
| |
| |
| |
| |
| |
| | ||||||
Balance at June 30, 2026 |
| | $ | |
| | $ | | $ | | $ | | $ | ( | $ | | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
SAGA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended |
| |||||
| June 30, |
| |||||
| 2026 | | 2025 | | |||
(Unaudited) |
| ||||||
(In thousands) | |||||||
Cash flows from operating activities: | | ||||||
Net loss | $ | ( | $ | ( | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||
Depreciation and amortization | | | |||||
Deferred income tax benefit | ( | ( | |||||
Amortization of deferred costs | | | |||||
Compensation expense related to restricted stock awards | | | |||||
Provision for credit losses | | | |||||
(Gain) Loss on sale of assets, net | ( | | |||||
Other gains | — | ( | |||||
Gain on insurance claim | ( | — | |||||
Non-cash rent expense | | — | |||||
Non-cash interest income | ( | — | |||||
Barter revenue (net) | ( | ( | |||||
Deferred and other compensation | ( | ( | |||||
Changes in operating lease assets and liabilities (net) | ( | | |||||
Changes in assets and liabilities: | |||||||
(Increase) decrease in current assets | ( | ( | |||||
(Decrease) increase in accounts payable, accrued expenses, and other liabilities | ( | ( | |||||
Total adjustments | | | |||||
Net cash (used in) provided by operating activities | ( | | |||||
Cash flows from investing activities: |
| ||||||
Purchase of short-term investments | ( | ( | |||||
Redemption of short-term investments | | | |||||
Acquisition of property and equipment (Capital Expenditures) |
| ( |
| ( | |||
Proceeds from sale and disposal of assets | | | |||||
Proceeds from insurance claims, redemption of investments and other |
| | | ||||
Net cash provided by (used in) investing activities |
| |
| ( | |||
Cash flows from financing activities: |
|
| |||||
Cash dividends paid |
| ( |
| ( | |||
Purchase of treasury shares |
| ( |
| — | |||
Net cash used in financing activities |
| ( |
| ( | |||
Net decrease in cash and cash equivalents |
| ( |
| ( | |||
Cash and cash equivalents, beginning of period |
| |
| | |||
Cash and cash equivalents, end of period | $ | | $ | | |||
See accompanying notes to unaudited condensed consolidated financial statements.
6
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 June 30, 2026 and the results of operations for the three and six months ended June 30, 2026 and 2025. Results of operations for three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
We own or operate broadcast properties in
For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. (the “Company”) annual report on Form 10-K for the year ended December 31, 2025.
We have evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2026, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.
Earnings Per Share Information
Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of Common Stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan and the Company’s 2023 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities.
7
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended |
| Six Months Ended |
| ||||||||||
June 30, |
| June 30, |
| ||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | | |||||
(In thousands, except per share data) |
| ||||||||||||
Numerator: |
| |
| | |
| | ||||||
Net income (loss) | $ | | $ | | $ | ( | $ | ( | |||||
Less: Income (Loss) allocated to unvested participating securities |
| |
| |
| ( |
| ( | |||||
Net income (loss) available to common shareholders | $ | | $ | | $ | ( | $ | ( | |||||
Denominator: |
|
|
|
|
|
| |||||||
Denominator for basic earnings per share — weighted average shares |
| |
| |
| |
| | |||||
Effect of dilutive securities: |
|
|
|
|
|
| |||||||
Common stock equivalents |
| |
| |
| |
| | |||||
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions |
| |
| |
| |
| | |||||
|
| ||||||||||||
Income (loss) per share: |
|
|
|
|
|
| |||||||
Basic | $ | | $ | | $ | ( | $ | ( | |||||
Diluted | $ | | $ | | $ | ( | $ | ( | |||||
There were
Financial Instruments
We account for marketable securities in accordance with ASC 320, “Investments – Debt Securities,” which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At June 30, 2026 and December 31, 2025, we have recorded $
Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, notes receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The notes receivable are recorded at amortized cost based on the contractual interest rate. The fair value of the notes receivable is disclosed in Note 14 Fair Value Measurements. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at June 30, 2026.
8
Allowance for Credit Losses
A provision for credit losses is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Our allowance for credit losses was $
| | | | | Write Off of | | | |||||
Balance | Charged to | Uncollectible | Balance at | |||||||||
at Beginning | Costs and | Accounts, Net of | End of | |||||||||
Six Months Ended | | of Period | | Expenses | | Recoveries | | Period | ||||
(in thousands) | ||||||||||||
June 30, 2026 | $ | | $ | | $ | ( | $ | | ||||
Income Taxes
Our effective tax rate differs from the federal statutory rate as a result of the inclusion of state taxes in the income tax amount and permanent differences related to executive compensation. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period.
Segments
We serve
9
Significant departmental expenses included in station operating expenses for the three and six months ended June 30, 2026 and 2025 are as follows:
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2026 | | 2025 | 2026 | | 2025 | |||||||
(In thousands) | (In thousands) | |||||||||||
Programming and Technical | $ | | | $ | | $ | | | $ | | ||
Station General and Administrative |
| |
| |
| |
| | ||||
Selling |
| |
| |
| |
| | ||||
Digital | | | | | ||||||||
Other (1) |
| |
| |
| |
| | ||||
Station Operating Expense | $ | | $ | | $ | | $ | | ||||
(1) Other includes production and news departments, advertising and promotional expense. | ||||||||||||
Time Brokerage Agreements/Local Marketing Agreements/Joint Sales Agreements
We have entered into Time Brokerage Agreements (“TBAs”), Local Marketing Agreements (“LMAs”) or Joint Sales Agreements (“JSAs”) in certain markets in the past. In a typical TBA/LMA/JSA, 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. Revenue and expenses related to TBAs/LMAs/JSAs are included in the accompanying unaudited Condensed Consolidated Statements of Operations. Assets and liabilities related to the TBAs/LMAs/JSAa are included in the accompanying unaudited Condensed Consolidated Balance Sheets. On August 5, 2026, the Company entered into a JSA with the University of Florida (the “University”) to sell advertising for the University’s radio stations, WRUF-AM and WRUF-FM for
Assets Held for Sale
Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. Upon classification as held for sale, non-current assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Depreciation or amortization on such assets ceases from the date of classification. During the second quarter of 2026, the Company met the criteria related to certain land, buildings and towers. As of June 30, 2026, assets held for sale were $
10
2. Recent Accounting Pronouncements
New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (DISE)” (“ASU 2024-03”), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses on an annual and interim basis. In January 2025, the FASB issued ASU 2025-01 clarifying the effective date for ASU 2024-03. ASU 2024-03 is effective for us for annual periods beginning January 1, 2027 and interim periods beginning after January 1, 2028. We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”, (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for annual periods beginning after December 15, 2027, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, (“ASU 2025-12”), which provides for several updates to the codification. The amendments of ASU 2025-12 are effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods and early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements, including timing and method of adoption.
3. Revenue
Nature of goods and services
The following is a description of principal activities from which we generate our revenue:
Broadcast Advertising Revenue
Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by an agency and are reported as a reduction of advertising revenue.
Digital Advertising Revenue
We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, search engine management, search engine optimization, social media, online promotions, advertising on our online news sites, websites and digital audio streams, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period. Digital audio stream revenue is recognized when the commercial spots have streamed. Third-party products such as targeted display advertising are recognized over time as digital items are used for advertising content and impression targets are met each month. The Company assesses each digital order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue with the exception of national streaming where we operate as the agent.
Other Revenue
Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied.
11
Disaggregation of Revenue
Revenues from contracts with customers comprised the following for three and six months ended June 30, 2026 and 2025:
| Three Months Ended |
| Six Months Ended |
| |||||||||
June 30, |
| June 30, |
| ||||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
(in thousands) |
| (in thousands) |
| ||||||||||
Types of Revenue | | | |||||||||||
Broadcast Advertising Revenue, net | $ | | $ | | $ | | $ | | |||||
Digital Advertising Revenue |
| |
| |
| |
| | |||||
Other Revenue |
| |
| |
| |
| | |||||
Net Revenue | $ | | $ | | $ | | $ | | |||||
Contract Liabilities
Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally, all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial.
Transaction Price Allocated to the Remaining Performance Obligations
As the majority of our sales contracts are
4. Broadcast Licenses and Other Intangible Assets
We evaluate our FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses. The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market. These variables include, but are not limited to: (1) the forecasted growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) the estimated available advertising revenue within the market and the related market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. The FCC license valuations are Level 3 non recurring fair value measurements.
We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value. Amortizable intangible assets are included in other intangibles, deferred costs and investments in the accompanying condensed consolidated balance sheets.
The Company considered the current and expected future economic and market conditions, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate any interim impairment tests during the six months ended June 30, 2026. We will continue to monitor changes in economic and market conditions, and if any event or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time.
12
If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements.
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 ranging from to
5. Common Stock and Treasury Stock
As previously disclosed, the Company’s Articles of Incorporation (“Articles of Incorporation”) provide that shares of Class B Common Stock automatically convert into shares of Class A Common Stock if transferred to, or owned by, any person other than the “Principal Shareholder,” as defined in the Articles of Incorporation as Edward K. Christian. Following Mr. Christian’s passing in 2022 and the transfer of his Class B shares into an estate planning trust, all outstanding shares of Class B common stock were automatically converted into shares of Class A Common Stock. As of June 30, 2026, no shares of Class B common stock are issued or outstanding.
Dividends. Shareholders are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available for such purpose. However, no dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of Common Stock. In the case of any stock dividend, holders of Class A Common Stock would receive the same percentage dividend payable in shares of Class A Common Stock.
Voting Rights. Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the shareholders, with each share of Class A Common Stock entitled to
The Board of Directors consisted of
The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with the “Principal Shareholder” or an affiliate of the “Principal Shareholder”, with each share of each class of Common Stock entitled to
Under Florida law, the affirmative vote of the holders of a majority of the outstanding shares of any class of Common Stock is required to approve, among other things, a change in the designations, preferences and limitations of the shares of such class of Common Stock.
Liquidation Rights. Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock are entitled to share ratably in accordance with the number of shares held in all assets available for distribution after payment in full of creditors.
The following summarizes information relating to the number of shares of our Common Stock issued in connection with stock transactions through June 30, 2026:
| Common Stock Issued | |||
| Class A | | Class B | |
(Shares in thousands) | ||||
Balance, January 1, 2025 | | | ||
Issuance of restricted stock |
| |
| |
Forfeiture of restricted stock |
| ( |
| |
Balance, December 31, 2025 |
| |
| |
Forfeiture of restricted stock | ( | | ||
Balance, June 30, 2026 |
| |
| |
13
We have a Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $
6. Leases
We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As of June 30, 2026, we do not have any non-cancellable operating lease commitments that have not yet commenced.
ROU assets are classified as operating right of use assets on the condensed consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets were $
Lease expense includes cost for leases with terms in excess of one year. For the three and six months ended June 30, 2026 and 2025, our lease expense was $
14
We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at June 30, 2026 (in thousands):
Years Ending December 31, | | ||
2026 (a) | | $ | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
2030 |
| | |
Thereafter |
| | |
Total lease payments (b) |
| | |
Less: Interest (c) |
| | |
Present value of lease liabilities (d) | $ | |
| (a) | Remaining payments are for the six-months ending December 31, 2026. |
| (b) | Lease payments include options to |
| (c) | Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date. |
| (d) | The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were |
The above amounts do not include the non-cash payments resulting from the sale-leaseback transaction.
7. Income taxes
Income tax expense of $
8. Stock-Based Compensation
2005 Incentive Compensation Plan
On May 13, 2019 our shareholders approved an amendment to the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (as amended, “The Second Restated 2005 Plan”). This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013. The amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the plan by
2023 Incentive Compensation Plan
On May 8, 2023 our shareholders approved the 2023 Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan replaces the Second Restated 2005 Plan. The Board of Directors does not intend to make any further awards under the Second Restated 2005 Plan. However, each outstanding award under the Second Restated 2005 Plan will remain outstanding under the Second Restated 2005 Plan and will continue to be governed under its terms and any applicable award agreement. The 2023 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee
15
directors of the Company and its subsidiaries. The number of shares of Common Stock that may be issued under the 2023 Plan may not exceed
Stock-Based Compensation
There were
The following summarizes the restricted stock transactions for the six months ended June 30, 2026:
Weighted | |||||
Average | |||||
Grant Date | |||||
Fair | |||||
| Shares | | Value | ||
Outstanding at January 1, 2026 | | $ | | ||
Vested | | | |||
Forfeited | | | |||
Non-vested and outstanding at June 30, 2026 |
| |
| $ | |
For the three and six months ended June 30, 2026 and 2025, we had $
9. Long-Term Debt
Long-term debt consisted of the following:
| June 30, | December 31, | ||||
| | 2026 | | 2025 | ||
| (In thousands) | |||||
Credit agreement | $ | | $ | | ||
Amounts payable within one year |
| ( |
| — | ||
$ | — | $ | | |||
In connection with the Sale-Leaseback Transaction described in Note 13, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $
As of June 30, 2026 and December 31, 2025, the Company had $
16
Subsequent to June 30, 2026, the Company repaid the outstanding $
10. Litigation
From time to time, the Company may be involved in various legal proceedings that are incidental to the Company’s business. In management’s opinion, the Company is not a party to any current legal proceedings that are material to its financial condition, either individually or in the aggregate.
11. Dividends
During the six months ended June 30, 2026, the Company’s Board of Directors declared
During the six months ended June 30, 2025, the Company’s Board of Directors declared
The Company intends to pay regular quarterly cash dividends in the future. Consistent with its strategic objective of maintaining a strong balance sheet and returning value to the shareholders, the Board of Directors will also continue to consider declaring special cash dividends, variable dividends, and stock buybacks in the future. The declaration and payment of any future dividend, whether fixed, special, or based on the variable policy, or the implementation of any stock buyback program will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations, and other pertinent factors.
12. Gain (loss) on the Sale of Assets and Other Income
During the second quarter of 2026, as part of the Company’s previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Sarasota, Florida for approximately $
During the first quarter of 2026, as part of the Company’s previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Springfield, Massachusetts for approximately $
During the first quarter of 2026, we had weather-related damages in Hilton Head, South Carolina. The Company’s insurance policy provides coverage for repairs and replacements. As part of the insurance settlement, the Company received cash proceeds of $
13. Sale-Leaseback Transaction
On October 17, 2025 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, GTC Uno, LLC (“GTC”) and certain of the Company’s subsidiaries (the “Subsidiaries”), under which the Subsidiaries agreed to sell
17
December 31, 2025. Several towers had underlying land leases requiring consent to the sale by the land-owners. There was
The Company evaluated the Sale-Leaseback transaction under the sale-leaseback guidance in ASC 842-40 and concluded that the transfer of the properties qualified as sales because control of the assets transferred to the buyer-lessor in accordance with the guidance in ASC 606. The Company evaluated the lease classification criteria in ASC 842 and determined that the leasebacks are classified as operating leases.
As the contractual lease payments are nominal annual payments of $
At the time of the transaction, the carrying value of the towers was approximately $
During the second quarter of 2026, the Company entered into amendments to the existing Purchase Agreement and related lease arrangements (the “Amendments”) with GTC to align the previously executed documents with the intended economic substance of the transaction. Under the Amendments the Purchase Agreement was modified to provide for a $
The amendments to the lease arrangements have been evaluated and determined to represent lease modifications in accordance with ASC 842, Leases. Upon the modification of the lease agreements in Q2 of FY2026, the Company recorded right-of-use assets and lease liabilities using the Company’s incremental borrowing rate on the date of modification. Based on the Amendments, the Sale Leaseback Transaction is determined to be at fair value as the present value of contractual lease payments equals the present value of market lease payments. As a result, the previously recognized prepaid rent of $
In accordance with ASC 610-20 Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets, the notes receivable now included within the purchase price were recorded at fair value in Q2 of FY2026 when the notes became enforceable. The notes receivable bears an interest rate of
18
210-20, Balance Sheet – Offsetting. As of June 30, 2026, notes receivable with a gross carrying amount of $
As of June 30, 2026 and December 31, 2025, the carrying value of the prepaid rent included in the right-of-use asset associated with the sale-leaseback transaction was $
The activity related to the prepaid rent associated with the sale-leaseback transaction for the six months ended June 30, 2026 was as follows (in thousands):
Amount | |||
Prepaid rent at lease commencement | $ | | |
Amortization expense (non-cash rent expense) | ( | ||
Prepaid rent at December 31, 2025 | $ | | |
Amortization expense (non-cash rent expense) | ( | ||
Derecognition of prepaid rent upon the Amendments | ( | ||
Prepaid rent at June 30, 2026 | $ | — | |
14. Fair Value Measurements
As defined in ASC Topic 820, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs in which there is little or no market data available, which requires management to develop its own assumptions in pricing the asset or liability.
Our assets and liabilities disclosed at fair value are summarized below (in thousands):
| | Fair Value | ||||||
Fair Value | June 30, | December 31, | ||||||
Financial Instrument | | Hierarchy | | 2026 | | 2025 | ||
Cash and cash equivalents |
| Level 1 | $ | | $ | | ||
Short-term investments | Level 1 | | | |||||
Accounts receivable, net of allowance | Level 1 | | | |||||
Notes receivable | Level 3 | | — | |||||
Revolving Credit Facility |
| Level 2 |
| |
| | ||
Our financial instruments are comprised of cash and cash equivalents, short-term investments and long-term debt. The carrying value of cash and cash equivalents, short-term investments and accounts receivable approximate fair value due to their short maturities. The fair value of cash and cash equivalents, and short-term investments derived from quoted market prices and are considered a level 1. The notes receivable are recorded at amortized cost based on the contractual interest rate and are considered a level 3. Interest on the Credit Facility is at a variable rate, and as such the debt obligation outstanding approximates fair value and is considered a level 2.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “will,” “may,” “believes,” “intends,” “expects,” “anticipates,” “plans,” “estimates,” “guidance,” and similar expressions that are intended to identify forward-looking statements that are not historical facts. These statements are made as of the date of this report or as otherwise indicated, based on current expectations. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise
Future Factors include, among others, changes in national, regional and local economic conditions and advertising demand; shifts in audience behavior and listening habits competition from traditional and non traditional media; including digital, streaming and other online platforms; our ability to attract and retain advertising customers and to maintain or increase advertising rates; adverse changes in interest rates and interest rate relationships; our ability to maintain sufficient liquidity following the repayment and termination of our Credit Agreement; our ability to obtain additional financing on acceptable terms, if needed; and the impact of reduced committed borrowing capacity on our ability to pursue acquisitions, capital allocation initiatives or other strategic opportunities; dependence on key personnel; dependence on key stations and the advertising revenue they generate; U.S. national and local economic conditions or an economic recession; market volatility; demand for our services; the degree of competition by traditional and non-traditional competitors; our ability to successfully integrate acquired stations; regulatory requirements including royalties we pay; variability in political advertising revenue due to election cycles, timing, candidate spending levels, regulatory developments, and advertising demand; our ability to execute our digital strategy, including our ability to deliver measurable outcomes across paid search, display, social and online news offerings; our ability to successfully implement and scale our consumer-journey focus (including “Click, Visit, Call and Search”) and to demonstrate value to customers; our ability to maintain and grow our “blended advertising” model and to integrate radio and digital solutions in a manner that is easy for advertisers to adopt; governmental and regulatory policy changes; changes in tax laws; the impact of technological advances; risks associated with cyber-attacks on our computer systems and those of our vendors; the outcomes of contingencies; trends in audience behavior; damage to our reputation resulting from adverse publicity, regulatory actions, litigation, and operational failures, the failure to meet client or listener expectations and other facts; changes in local real estate values; natural disasters; terrorist attacks; geopolitical conflicts, including conflicts in regions where we or our advertisers conduct business, the effects of widespread outbreak of illness or disease, inflation or deflation; increased energy costs; and risk factors described in our annual report on Form 10-K for the year ended December 31, 2025 or elsewhere in this quarterly report. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement.
Introduction
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto of Saga Communications, Inc. and its subsidiaries contained elsewhere herein and the audited financial statements and Management’s Discussion and Analysis contained in our annual report on Form 10-K for the year ended December 31, 2025. The following discussion is presented on a consolidated basis.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP), which require us to make estimates, judgments and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures and contingencies. We evaluate estimates used in preparation of our financial statements on a continual basis. There have been no significant changes to our critical accounting policies that are described in Item 7. “Management’s 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, 2025.
20
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, other operating (income) expenses, impairment of intangible assets and impairment of goodwill). 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. The most directly comparable GAAP measure to station operating income is operating income (loss).
Financial Condition and Results of Operations
General
We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complementary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. We review acquisition opportunities on an ongoing basis.
Radio Stations and Complementary Digital Marketing Services
Our radio stations’ 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 for a few weeks only. The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff. For the six months ended June 30, 2026 and 2025, approximately 90% and 90%, respectively, of our radio stations’ gross revenue was from local advertising. To generate national advertising sales, we engage independent advertising sales representative firms that specialize 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. Furthermore, political advertising revenue may fluctuate significantly from period to period and year to year based on election cycles, the timing and competitiveness of races within our markets, and advertiser spending patterns. While gross political revenue was not a significant factor in our results during the first six months of 2026, we expect political advertising to increase in periods that include higher levels of election activity; however, the timing and amount of political revenue is difficult to predict and may vary materially from historical levels. Our gross political revenue for the six months ended June 30, 2026 and 2025 was $725,000 and $321,000, respectively. For the remainder of the year, we have approximately $1.1 million of gross political revenue sold for a total of $1.9 million of gross political revenue sold thus far for the entire year compared to $650,000 for 2025.
Our net operating revenue, station operating expense and operating income varies from market to market based upon each market’s rank or size which is based upon population and the available radio advertising revenue in that particular market.
The broadcasting industry and advertising in general is influenced by the state of the overall economy, including unemployment rates, inflation, energy prices and consumer interest rates. Our stations primarily broadcast in small to midsize markets.
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
21
these results based on increased demand for their goods or services and/or actual revenues generated from such demand. 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, local market competition, target marketing capability of radio compared to other advertising media, and signal strength.
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 is 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 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. Because reaching a large and demographically attractive audience is crucial to a station’s financial success, we endeavor to develop strong listener loyalty. 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 and related benefits costs, sales commissions, programming expenses, depreciation, and advertising and promotion expenses.
The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services. These new technologies and media are gaining advertising share against radio and other traditional media.
The advertising industry continues to evolve as businesses increasingly utilize multiple media channels to reach consumers. In response to these industry trends, we have expanded the range of advertising solutions offered to our clients to include both broadcast radio advertising and complementary digital marketing services.
We continue to execute Saga’s digital strategy focused on the consumer journey. Our integrated (or “blended”) advertising approach allows advertisers to combine the reach and audience engagement of radio with digital advertising tools that enable more targeted consumer engagement and campaign measurement. These services include paid search advertising, targeted digital display advertising, streaming advertising, social media advertising, online video advertising, website-based advertising, on-line news services and other related digital marketing services.
Paid search advertising campaigns are designed to reach consumers actively searching for products or services. Targeted digital display advertising campaigns are delivered through programmatic advertising platforms and allow advertisers to reach audiences based on geographic location, behavioral attributes, contextual relevance and other targeting parameters. Most of our radio stations are able to be streamed on third party music platforms and our customers advertise between songs played on the streaming service. Additionally, we have online news sites, where advertisers place web banners that link to the client’s website and other e-commerce initiatives. Performance within these digital product categories may vary based on consumer behavior, advertiser demand, and the effectiveness of our sales execution. We consider these categories part of our broader digital strategy to provide advertisers with measurable outcomes across multiple touchpoints in the consumer journey. For the six months ended June 30, 2026 and 2025, approximately 19% and 14%, respectively, of our radio stations’ gross revenue was from digital advertising.
22
Our digital advertising services are supported by a centralized team of digital implementation specialists who work in conjunction with local market personnel to execute and optimize campaigns. Campaign performance is monitored throughout the duration of the advertising schedule and clients are generally provided periodic reports which may include impressions, clicks, website visits, calls generated and other campaign performance indicators. As part of our digital transformation strategy, we focus on a blended approach that combines broadcast radio with complementary digital products, including paid search and targeted digital display, to support the consumer journey. In evaluating progress, we monitor key operating metrics such as (i) growth in paid search and targeted display activity, (ii) the number of advertising accounts that purchase blended campaigns and related client retention, and (iii) changes in local direct advertising activity associated with blended campaigns. These operating metrics are intended to provide insight into our execution and adoption of our blended strategy, and may be influenced by factors such as overall advertising demand, our ability to train and retain personnel, competition, and client budget allocations.
Our digital advertising services rely on a number of third-party technology platforms and advertising exchanges, including major search, social media and programmatic advertising providers. Changes in the policies, technologies or pricing structures of these platforms could affect the manner in which digital advertising services are delivered.
We expect the use of integrated advertising strategies combining broadcast and digital media to continue evolving as advertisers seek broader reach, targeted messaging and measurable marketing outcomes.
We also continue to evaluate opportunities to increase operating efficiencies through technology and automation, including the use of artificial intelligence in certain content and operational workflows, where appropriate, to support efficiency and scalability.
During the six months ended June 30, 2026 and 2025 and the twelve months ended December 31, 2025 and 2024, our Charleston, South Carolina; Columbus, Ohio; Milwaukee, Wisconsin; Norfolk, Virginia; and Portland, Maine markets, when combined, represented approximately 36%, 35%, 34% and 36%, respectively, of our consolidated net operating revenue. 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.
The following table describes the percentage of our consolidated net operating revenue represented by each of these markets:
Percentage of Consolidated | Percentage of Consolidated |
| ||||||||
Net Operating Revenue for | Net Operating Revenue |
| ||||||||
the Six Months Ended | for the Years Ended |
| ||||||||
June 30, | December 31, |
| ||||||||
| 2026 | | 2025 | | 2025 | | 2024 |
| | |
Market: | | |||||||||
Charleston, South Carolina |
| 7 | % | 6 | % | 6 | % | 6 | % |
|
Columbus, Ohio |
| 7 | % | 7 | % | 7 | % | 8 | % |
|
Milwaukee, Wisconsin |
| 11 | % | 12 | % | 11 | % | 12 | % |
|
Norfolk, Virginia |
| 5 | % | 5 | % | 5 | % | 5 | % |
|
Portland, Maine |
| 6 | % | 5 | % | 5 | % | 5 | % |
|
23
During the six months ended June 30, 2026 and 2025 and the twelve months ended December 31, 2025 and 2024, the radio stations in our five largest markets, when combined, represented approximately 52%, 44%, 39% and 40%, respectively, of our consolidated station operating income. The following table describes 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 Six Months Ended | for the Years Ended |
| ||||||||
June 30, | December 31, |
| ||||||||
| | 2026 | | 2025 | | 2025 | | 2024 |
| |
Market: | ||||||||||
Charleston, South Carolina |
| 13 | % | 8 | % | 8 | % | 7 | % | |
Columbus, Ohio |
| (6) | % | 3 | % | 1 | % | 5 | % | |
Milwaukee, Wisconsin |
| 30 | % | 22 | % | 19 | % | 17 | % | |
Norfolk, Virginia |
| — | % | 4 | % | 4 | % | 5 | % | |
Portland, Maine |
| 15 | % | 7 | % | 7 | % | 6 | % | |
* | Station operating income is operating income adjusted for corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, impairment of goodwill and impairment of intangible assets (a non-GAAP measure). Markets may reflect negative percentages when station operating income is negative. |
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Results of Operations
The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025.
Three Months Ended |
| |||||||||||
June 30, | $ Increase | % Increase |
| |||||||||
| | 2026 | | 2025 | | (Decrease) | | (Decrease) |
| |||
(In thousands, except percentages and per share information) |
| |||||||||||
Net operating revenue | $ | 26,402 | $ | 28,229 | $ | (1,827) |
| (6.5) | % | |||
Station operating expenses |
| 23,436 |
| 22,226 |
| 1,210 |
| 5.4 | % | |||
Corporate general and administrative |
| 2,676 |
| 3,074 |
| (398) |
| (12.9) | % | |||
Depreciation and amortization | 1,184 |
| 1,267 |
| (83) |
| (6.6) | % | ||||
(Gain) loss on sale of assets, net | (1,517) | 253 | (1,770) |
| N/M | |||||||
Operating income |
| 623 |
| 1,409 |
| (786) |
| (55.8) | % | |||
Interest expense |
| 92 |
| 107 |
| (15) |
| (14.0) | % | |||
Interest income |
| (578) |
| (210) |
| (368) |
| N/M | ||||
Other income |
| (1) |
| (1) |
| — |
| N/M | ||||
Income before income tax expense |
| 1,110 |
| 1,513 |
| (403) |
| (26.6) | % | |||
Income tax (benefit) expense | ||||||||||||
Current | — |
| 510 |
| (510) |
| (100.0) | % | ||||
Deferred | 150 |
| (125) |
| 275 |
| (220.0) | % | ||||
| 150 |
| 385 |
| (235) |
| (61.0) | % | ||||
Net income | $ | 960 | $ | 1,128 | $ | (168) |
| (14.9) | % | |||
Income per share (diluted) | $ | 0.15 | $ | 0.18 | $ | (0.03) |
| (16.7) | % | |||
N/M = Not Meaningful
24
For the three months ended June 30, 2026, consolidated net operating revenue was $26,402,000 compared with $28,229,000 for the three months ended June 30, 2025, a decrease of $1,827,000 or 6.5%. The decrease in revenue was primarily a result of decreases in gross national revenue of $635,000 and gross local revenue of $2,060,000, partially offset by an increase in political revenue of $400,000 and digital revenue of $700,000, from the second quarter of 2025. The decrease in gross national revenue is primarily due to decreases at our Columbus, Ohio; Milwaukee, Wisconsin, and Norfolk, Virginia markets partially offset by an increase at our Des Moines, Iowa market. The decrease in gross local revenues was attributable to decreases at our Charleston, South Carolina; Milwaukee, Wisconsin, and Ocala, Florida markets partially offset by an increase in our Springfield, Massachusetts market. The gross political revenue increased due to an increase in the number of national, state and local elections. The increase in gross digital revenue is primarily due to an increase in our digital services revenue of $1,041,000, which is comprised of search, display, OTT/CTV campaigns, social media campaigns, best of digital, search engine optimization, and managed email; and an increase in mobile streaming, partially offset by a decline in streaming revenue and online news revenue of $427,000.
Station operating expense was $23,436,000 for the three months ended June 30, 2026, compared with $22,226,000 for the three months ended June 30, 2025, an increase of $1,210,000 or 5.4%. The increase is related to increases in digital service expenses, compensation related expenses and tower lease expenses of $525,000, $300,000 and $309,000, respectively, from the second quarter of 2025. The increases in digital services expenses relates to the cost of digital service products associated with the increase in digital services revenue. For 2026, we expect our compensation expenses to increase approximately $800,000 to cover the investment we are making in our digital fulfillment team and digital campaign managers, of which $210,000 occurred in the second quarter of 2026. We are also investing in local sales managers at several of our markets, which we expense to increase station operating expense approximately $615,000 in 2026, of which $146,000 occurred in the second quarter of 2026. Additionally, as a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our tower lease expense has increased. This tower lease expense is non-cash expense and is partially offset by non-cash interest income. We expect our non-cash tower lease expense to be approximately $154,000 per quarter and $615,000 per year. The increase in the second quarter of 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction.
We had an operating income for the three months ended June 30, 2026 of $623,000 compared to $1,409,000 for the three months ended June 30, 2025, a decrease of $786,000. The decrease in operating income was the result of a decrease in net operating revenue, and an increase in station operating expenses noted above, partially offset by an increase in gain on sale of assets of $1,770,000, a decrease in corporate general and administrative expenses of $398,000 and a decrease in depreciation and amortization of $83,000. The decrease in corporate general and administrative expenses was primarily due to decreases in legal expenses of $194,000, consulting and audit related expenses of $153,000 and additional expenses related to shareholder activism and a potential proxy contest of $89,000 in 2025. The decrease in depreciation and amortization is primarily attributable to a reduction in assets as a result of the tower sales described in Note 13. In the second quarter of 2026, we recorded a gain on sale of fixed assets of $1,517,000 compared to a loss on sale of fixed assets of $253,000 in the second quarter of 2025. As described in Note 12, as part of the Company’s previously disclosed capital allocation plan to sell non-core assets, the Company’s sold a property in Sarasota, Florida and closed on the sale of the final tower in the sale-leaseback transaction described in Note 13.
We generated net income of $960,000 ($0.15 per share on a fully diluted basis) during the three months ended June 30, 2026, compared to $1,128,000 ($0.18 per share on a fully diluted basis) for the three months ended June 30, 2025, a decrease of $168,000. The decrease in net income is primarily due to the decrease in operating income, described above partially offset by an increase in interest income of $368,000, and a decrease in income tax expense of $235,000. As a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our interest income has increased. This interest income is non-cash and is partially offset by non-cash tower lease expense noted above. We expect our non-cash interest income to be approximately $127,000 per quarter and $508,000 for the entire year of 2026. The increase in the second quarter of 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction. The decrease in our income tax expense is due to lower income before income tax expense from the second quarter of 2025.
25
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Results of Operations
The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025.
Six Months Ended |
| |||||||||||
June 30, | $ Increase | % Increase |
| |||||||||
| | 2026 | | 2025 | | (Decrease) | | (Decrease) |
| |||
(In thousands, except percentages and per share information) |
| |||||||||||
Net operating revenue | $ | 49,269 | $ | 52,441 | $ | (3,172) |
| (6.0) | % | |||
Station operating expenses |
| 45,448 |
| 44,189 |
| 1,259 |
| 2.8 | % | |||
Corporate general and administrative |
| 5,652 |
| 6,241 |
| (589) |
| (9.4) | % | |||
Depreciation and amortization | 2,358 |
| 2,593 |
| (235) |
| (9.1) | % | ||||
(Gain) loss on sale of assets, net | (1,550) | 307 | (1,857) |
| N/M | |||||||
Operating loss |
| (2,639) |
| (889) |
| (1,750) |
| (196.9) | % | |||
Interest expense |
| 183 |
| 214 |
| (31) |
| (14.5) | % | |||
Interest income |
| (812) |
| (432) |
| (380) |
| 88.0 | % | |||
Other income |
| (56) |
| (24) |
| (32) |
| 133.3 | % | |||
Loss before income tax expense |
| (1,954) |
| (647) |
| (1,307) |
| (202.0) | % | |||
Income tax (benefit) expense | ||||||||||||
Current | 75 |
| (160) |
| 235 |
| (146.9) | % | ||||
Deferred | (595) |
| (40) |
| (555) |
| (1,387.5) | % | ||||
| (520) |
| (200) |
| (320) |
| 160.0 | % | ||||
Net loss | $ | (1,434) | $ | (447) | $ | (987) |
| (220.8) | % | |||
Loss per share (diluted) | $ | (0.23) | $ | (0.07) | $ | (0.16) |
| (228.6) | % | |||
N/M = Not Meaningful
For the six months ended June 30, 2026, consolidated net operating revenue was $49,269,000 compared with $52,441,000 for the six months ended June 30, 2025, a decrease of $3,172,000 or 6.0%. The decrease in revenue was primarily a result of decreases in gross national revenue of $882,000, gross local revenue of $3,777,000 and non-spot revenue of $432,000, partially offset by an increase in gross digital revenue of $1,579,000 and a decrease in agency commissions of $415,000, from 2025. The decrease in gross national revenue is primarily due to decreases at our Columbus, Ohio; Norfolk, Virginia and Milwaukee, Wisconsin markets partially offset by an increase at our Jonesboro, Arkansas market. The decrease in gross local revenues was attributable to decreases at our Charleston, South Carolina; Des Moines, Iowa; Milwaukee, Wisconsin and Ocala, Florida markets partially offset by an increase at our Springfield, Massachusetts market. The decrease in non-spot revenue is due to decreases at our Charleston, South Carolina and Ithaca, New York markets. The increase in gross digital revenue is primarily due to an increase in our digital services revenue of $2,118,000, which is comprised of display, search, OTT/CTV campaigns, social media campaigns, best of digital, search engine optimization, and managed email; and an increase in mobile streaming, partially offset by a decline in streaming revenue and online news revenue of $718,000. The decrease in agency commissions is due to the decrease in national and local agency revenue.
Station operating expense was $45,448,000 for the six months ended June 30, 2026, compared with $44,189,000 for the six months ended June 30, 2025, an increase of $1,259,000 or 2.8%. The increase is related to increases in digital service expenses, tower lease expenses, legal expenses and utilities of $1,048,000, $303,000, $157,000 and $112,000, respectively, from 2025. The increases in digital services expenses relates to the cost of digital service products associated with the increase in digital services revenue. Additionally, as a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our tower lease expense has increased. This tower lease expense is non-cash expense and is partially offset by non-cash interest income. We expect our non-cash tower lease expense to be approximately $154,000 per quarter and $615,000 per year. The increase in 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction.
We had an operating loss for the six months ended June 30, 2026, of $2,639,000 compared to $889,000 for the six months ended June 30, 2025, a decrease of $1,750,000. The decrease in operating income was the result of a decrease in
26
net operating revenue, and an increase in station operating expenses noted above, partially offset by a decrease in corporate general and administrative expenses of $588,000, a decrease in depreciation and amortization of $235,000, and an increase in the gain on sale of assets of $1,857,000. The decrease in corporate general and administrative expenses was primarily due to decreases in legal expenses of $199,000, consulting and audit related expenses of $187,000, travel expenses of $109,000 and additional expenses related to shareholder activism and a potential proxy contest of $199,000, partially offset by an increase in compensation related expenses of $93,000 in 2025. The decrease in depreciation and amortization is primarily attributable to a reduction in assets as a result of the tower sales described in Note 13. In 2026, we recorded a gain on sale of fixed assets of $1,550,000 compared to a loss on sale of fixed assets of $307,000 in 2025. As described in Note 12, as part of the Company’s previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Sarasota, Florida, another property in Springfield, Massachusetts and closed on the sale of the final tower in the sale-leaseback transaction described in Note 13.
We generated a net loss of $1,434,000 ($ (0.23) per share on a fully diluted basis) during the six months ended June 30, 2026, compared to $447,000 ($ (0.07) per share on a fully diluted basis) for the six months ended June 30, 2025, a decrease of $987,000. The decrease in net income is primarily due to the decrease in operating income, described above and an increase in income tax benefit of $320,000 partially offset by a decrease in interest expense of $32,000 and an increase in interest income of $380,000. As a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our interest income has increased. This interest income is non-cash and is partially offset by non-cash tower lease expense noted above. We expect our non-cash interest income to be approximately $127,000 per quarter and $508,000 for the entire year of 2026. The increase in 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction. The increase in our income tax benefit was primarily due to a higher loss before income tax benefit for the comparable period.
Liquidity and Capital Resources
Debt Arrangements and Debt Service Requirements
In connection with the Sale Leaseback Transaction described in note 13 to the accompanying consolidated financial statements, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $50,000,000 to $40,000,000, and (ii) releasing the Agent’s security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral (the borrowing arrangement governed by the Credit Agreement). Previously, on December 19, 2022, we entered into a Third Amendment to our Credit Agreement, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (collectively, the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base, and increased the basis points.
We had $5.0 million of borrowings outstanding under the Credit Agreement at both June 30, 2026 and December 31, 2025, which borrowings were incurred in connection with our Lafayette acquisition. As of June 30, 2026, we also had approximately $35.0 million of unused borrowing capacity under the Credit Agreement. However, as of June 30, 2026, we were not in compliance with the Credit Agreement’s minimum fixed charge coverage ratio covenant.
Subsequent to June 30, 2026, after evaluating our cash position, short-term investments, expected operating cash flows and anticipated liquidity needs, we determined to repay all outstanding borrowings under the Credit Agreement and terminate the facility. On August 6, 2026, we repaid the outstanding $5.0 million principal balance, together with all accrued and unpaid interest and other amounts payable in connection therewith. On August 11, 2026, we terminated the Credit Agreement. The Credit Agreement contained 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. Following such termination, we no longer have borrowing availability under the Credit Agreement.
27
Sources and Uses of Cash
During the six months ended June 30, 2026 and 2025, we had net cash used in operating activities of $1,277,000 and net cash provided by operating activities of $2,119,000, respectively. The change in cash from operating activities is primarily due to the increase in the net loss, increase in gain on sale of assets and the change in operating lease assets and liabilities. We believe that our existing cash and cash equivalents, short-term investments and cash flow from operations will be sufficient to fund our current operating requirements, anticipated capital expenditures and dividend payments for at least the next twelve months. However, the termination of the Credit Agreement reduces our available sources of committed liquidity, and any future acquisitions, share repurchases, special dividends or other capital allocation initiatives may require cash on hand, cash generated from operations, proceeds from asset sales or new debt or equity financing, which may not be available on acceptable terms, or at all.
In March 2013, our Board of Directors authorized an increase to our Stock Buy-Back Program (the “Buy Back Program”) to allow us to purchase up to $75.8 million of our Class A Common Stock. From its inception in 1998 through June 30, 2026, we have repurchased 2.4 million shares of our Class A Common Stock for $60.6 million. During the six months ended June 30, 2026, approximately 1,067 shares were retained for payment of withholding taxes for approximately $13,000 related to the vesting of restricted stock. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.
Our capital expenditures, exclusive of acquisitions, for the six months ended June 30, 2026 were $2,041,000 ($2,010,000 for the six months ended June 30, 2025). We anticipate capital expenditures in 2026 to be approximately $3.0 million to $3.5 million, which we expect to finance through funds generated from operations.
During the first quarter of 2026, as part of the Company’s previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Springfield, Massachusetts for approximately $460,000. As a result of the sale, the Company recorded a gain of approximately $80,000, which is recorded in other operating (income) expense, net in the Company’s Condensed Consolidated Statement of Operations.
During the second quarter of 2026, as part of the Company’s previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Sarasota, Florida for approximately $1.7 million. As a result of the sale, the Company recorded a gain of approximately $1.1 million, which is recorded in other operating (income) expense net in the Company’s Condensed Consolidated Statement of Operations.
During the six months ended June 30, 2026, the Company’s Board of Directors have declared two quarterly cash dividends on its Class A Common Stock. These dividends totaling $0.50 per share and approximately $3.2 million were paid as of June 30, 2026.
During the six months ended June 30, 2025, the Company’s Board of Directors declared two quarterly cash dividends on its Class A Common Stock. These dividends totaling $0.50 per share and approximately $3.2 million were paid during 2025.
Summary Disclosures About Contractual Obligations and Commercial Commitments
We have future cash obligations under various types of contracts, including the terms of our operating leases, programming contracts, employment agreements, and other operating contracts. For additional information concerning our future cash obligations see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation — Summary Disclosures About Contractual Obligations” in our annual report on Form 10-K for the year ended December 31, 2025.
We anticipate that our contractual cash obligations will be financed through cash on hand, short-term investments, funds generated from operations, proceeds from asset sales, future financing arrangements, if available, or a combination thereof.
Recent Accounting Pronouncements
Recent accounting pronouncements are described in Note 2 to the accompanying financial statements.
28
Inflation
The impact of inflation on our operations has not been significant to date. We are, however, starting to see the effects of higher inflation starting to impact costs of most goods and services. 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, 2025 for a complete discussion of our market risk. There have been no material changes to the market risk information included in our 2025 annual report on Form 10-K.
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to cause the material information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms. There have been no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company may be involved in various legal proceedings that are incidental to the Company’s business. In management’s opinion, the Company is not a party to any current legal proceedings that are material to its financial condition, either individually or in the aggregate.
Item 1A. Risk Factors
Except as described below, there have been no material changes to the risk factors previously disclosed in response to Part 1, “Item 1A. Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2025 and subsequently updated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026..
The termination of our Credit Agreement reduces our committed borrowing capacity and may limit our financial flexibility.
On August 6, 2026, we repaid all outstanding borrowings under our Credit Agreement, and on August 11, 2026, we terminated the Credit Agreement. As a result, we no longer have borrowing availability under that facility. Although we believe our existing cash and cash equivalents, short-term investments and cash flow from operations will be sufficient to fund our current operating requirements, anticipated capital expenditures and dividend payments for at least the next twelve months, the absence of a committed revolving credit facility may reduce our financial flexibility.
In particular, we may have less flexibility to fund acquisitions, special dividends, share repurchases, investments in digital initiatives, capital expenditures or other strategic opportunities without using cash on hand, generating additional cash from operations, selling assets or obtaining new debt or equity financing. Any new financing may not be available on terms acceptable to us, or at all, and could be subject to restrictive covenants, higher costs of capital or other terms that could adversely affect our business, financial condition and results of operations.
29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We made no unregistered sales of equity securities during the quarter ended June 30, 2026.
The following table summarizes our repurchases of our Class A Common Stock during the three months ended June 30, 2026.
Total Number | Approximate | |||||||||
of | Dollar | |||||||||
Shares | Value of | |||||||||
Purchased | Shares | |||||||||
Total | Average | as Part of | that May Yet be | |||||||
Number | Price | Publicly | Purchased | |||||||
of Shares | Paid per | Announced | Under the | |||||||
Period | | Purchased (1) (3) | | Share (2) | | Program | | Program (3) | ||
April 1 - April 30, 2026 | — | $ | — | — | $ | 15,140,474 | ||||
May 1 - May 31, 2026 | — | $ | — | — | $ | 15,140,474 | ||||
June 1 - June 30, 2026 | — | $ | — | — | $ | 15,140,474 | ||||
Total |
| — | $ | — |
| — | $ | 15,140,474 | ||
| (1) | From time to time, we may repurchase shares of our Class A Common Stock pursuant to our publicly announced share repurchase program through open market purchases, privately negotiated transactions, or pursuant to a trading plan adopted under Rule 10b5-1 under the Exchange Act. |
| (2) | The average price paid per share, as applicable, reflects (i) the amount privately negotiated and (ii) the fair market value of our Class A Common Stock on the applicable vesting or settlement date for purposes of satisfying tax withholding obligations. |
| (3) | In 1998, we established a share repurchase program allowing us to purchase Class A Common Stock. In March 2013, our Board of Directors authorized an amendment to our share repurchase program increasing the amount authorized from $60 million to approximately $75.8 million in common stock. |
Item 5. Other Information
| (a) | Termination of Credit Agreement. |
On August 11, 2026, the Company terminated its Credit Agreement, dated as of August 18, 2015, as amended by that certain First Amendment, dated September 1, 2017, that certain Second Amendment, dated June 17, 2018, that certain Third Amendment, dated December 19, 2022, and that certain Fourth Amendment, dated October 17, 2025, among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended, the “Credit Agreement”).
Prior to termination, the Credit Agreement provided for a revolving credit facility with aggregate commitments of $40.0 million. As of June 30, 2026, the Company had $5.0 million of borrowings outstanding under the Credit Agreement, which borrowings were incurred in connection with the Company’s Lafayette acquisition, and approximately $35.0 million of unused borrowing capacity. As of June 30, 2026, the Company was not in compliance with the Credit Agreement’s minimum fixed charge coverage ratio covenant.
After evaluating its cash position, short-term investments, expected operating cash flows and anticipated liquidity needs, the Company determined to repay all outstanding borrowings under the Credit Agreement and terminate the facility. On August 6, 2026, the Company repaid the outstanding $5.0 million principal balance under the Credit Agreement, together with all accrued and unpaid interest and other amounts payable in connection therewith. On August 11, 2026, the Company terminated the Credit Agreement. Following such termination, the Company no longer has borrowing availability under the Credit Agreement.
The Company did not incur any material early termination penalties in connection with the termination of the Credit Agreement. The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its
30
entirety by reference to the Credit Agreement and amendments thereto, including the Fourth Amendment previously filed by the Company with the Securities and Exchange Commission.
(c )
Item 6. Exhibits
Exhibit No. | Location | ||
* | |||
|
| ||
* | |||
|
| ||
** | |||
|
| ||
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||
|
| ||
101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||
|
| ||
101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document | ||
|
| ||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
|
| ||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
|
| ||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | ||
* ** | Filed herewith. Furnished herewith. | ||
31
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: August 14, 2026 | /s/ SAMUEL D. BUSH |
| Samuel D. Bush |
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
Date: August 14, 2026 | /s/ CATHERINE A. BOBINSKI |
| Catherine A. Bobinski |
| Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) |
32
ATTACHMENTS / EXHIBITS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- MoonRush Launches Social Trading App Combining On-Chain Market Discovery and AI-Powered Risk Protection
- Sino-Adhesive showcases PUR hot melt and TPU lamination solutions at ITM 2026 in Istanbul
- International Influencers Explore Beihai, Discovering Its Azure Seas, Rich Heritage and Warm Local Life
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
