What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-08 · 85 added, 75 removed, 189 unchanged (46% of the section changed)

17 unchanged sentences

regulatory requirements including royalties we pay;

our intention to use a portion of the proceeds from the sale of non-core assets to fund stock buybacks;

our expectation for political revenue to decrease in 2025 from 2024 levels as a result of fewer elections;

our ability to execute our digital strategy;

our intention to focus on the consumer as they Click, Visit, Call and Search as opposed to the product-oriented, low margin, high attrition offerings that many third-party providers deliver;

our belief that our “blended advertising” model is easy to understand and buy in conjunction with radio;

governmental and regulatory policy changes;

11 unchanged sentences

the effects of widespread outbreak of illness or disease, inflation or deflation;

our belief that our cash flow from operations will be sufficient to meet debt service requirements for payments of interest and scheduled payments of principal under our Credit Facility if we borrow in the future ;

increased energy costs;

10 unchanged sentences

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, and impairment of intangible assets).

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, and impairment of intangible assets).

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 serves as an indicator of the market value of a group of stations.

3 unchanged sentences

Financial Condition and Results of Operations

We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complimentary 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.

For additional information with respect to acquisitions, see “Liquidity and Capital Resources” below.

We own or operate broadcast properties in 28 markets, including 82 FM and 31 AM radio stations and 79 metro signals.

We are a media company whose business provides radio, digital, e-commerce, local on-line news and non-traditional revenue initiatives.

Saga operates in 28 markets and provides services to national, regional and local advertisers to meet their growing advertising needs .

Radio Stations

3 unchanged sentences

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, 2025 and 2024, approximately 90% and 90%, respectively, of our radio stations’ gross revenue was from local advertising.

For the nine months ended September 30, 2025 and 2024, approximately 89% and 87%, 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.

27 unchanged sentences

These new technologies and media are gaining advertising share against radio and other traditional media.

We continue to execute Saga’s digital strategy focused on the consumer as opposed to the product-oriented, low margin, high attrition offerings that many third-party providers deliver.

There has been a significant increase in digital ad spending.

For the six months ended June 30, 2025, interactive advertising revenue was $8,053,000 compared with $7,333,000 for the six months ended June 30, 2024, an increase of $720,000 or 9.9%.

Saga’s “Blended Advertising” process focuses on providing our customers with simple digital advertising solutions (SEM, SEO, Targeted Display among others) that are easy to understand and buy in conjunction with radio.

These are the same local advertisers that studies show say they trust radio account executives the most for market knowledge and advice but are not currently buying digital from us.

Our digital strategy focuses on the consumer journey as they Click, Visit, Call and Search.

Our radio station’s get the advertiser wanted and our digital platform gets the advertiser found and chosen.

During the six months ended June 30, 2025 and 2024 and the twelve months ended December 31, 2024 and 2023, our Charleston, South Carolina;

We continue to execute Saga’s digital strategy.

As previously announced, Saga is pivoting beyond its traditional reliance on broadcast radio toward a “blended advertising” model that integrates radio with search and display to meet advertisers at every stage of the consumer journey.

Our intention is to focus on the consumer as they Click, Visit, Call and Search as opposed to the product-oriented, low margin, high attrition offerings that many third-party providers deliver.

For the nine months ended September 30, 2025, interactive advertising revenue was $12,606,000 compared with $10,767,000 for the nine months ended September 30, 2024, an increase of $1,839,000 or 17.1%.

Saga’s “blended advertising” model focuses on providing our customers with simple digital advertising solutions (Search, Display, among others) that we believe are easy to understand and buy in conjunction with radio.

Our approach simplifies the process by pairing the emotional power of radio with the targeting precision of digital, helping advertisers be “wanted, found, and chosen.”

During the nine months ended September 30, 2025 and 2024 and the twelve months ended December 31, 2024 and 2023, our Charleston, South Carolina;

Columbus, Ohio;

8 unchanged sentences

Net Operating Revenue

the Six Months Ended

the Nine Months Ended

for the Years Ended

September 30,

Charleston, South Carolina

3 unchanged sentences

Norfolk, Virginia

During the six months ended June 30, 2025 and 2024 and the twelve months ended December 31, 2024 and 2023, the radio stations in our five largest markets, when combined, represented approximately 38%, 36%, 37% and 40%, respectively, of our consolidated station operating income.

During the nine months ended September 30, 2025 and 2024 and the twelve months ended December 31, 2024 and 2023, the radio stations in our five largest markets, when combined, represented approximately 34%, 36%, 37% 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:

3 unchanged sentences

Station Operating Income(*)

for the Six Months Ended

for the Nine Months Ended

for the Years Ended

September 30,

Charleston, South Carolina

4 unchanged sentences

Station operating income is operating income adjusted for corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets (a non-GAAP measure).

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Results of Operations

The following table summarizes our results of operations for the three months ended June 30, 2025 and 2024.

The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024.

Three Months Ended

September 30,

(In thousands, except percentages and per share information)

3 unchanged sentences

Depreciation and amortization

Other operating expense, net

Other operating (income) expense, net

Operating income

1 unchanged sentence

Interest income

Loss before income tax expense

(Loss) income before income tax expense

Income tax (benefit) expense

Net income (loss)

Net (loss) income

Earnings (loss) per share (diluted)

N/M = Not Meaningful

For the three months ended June 30, 2025, consolidated net operating revenue was $28,229,000 compared with $29,716,000 for the three months ended June 30, 2024, a decrease of $1,487,000 or 5.0%.

We had an increase of approximately $396,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $1,883,000 generated by stations we owned or operated for the comparable period in 2024 (“same station”).

The decrease in same station revenue was primarily a result of decreases in gross local revenue of $1,634,000, gross non-spot revenue of $263,000, gross political revenue of $237,000 and gross national revenue of $182,000, partially offset by an increase in gross interactive revenue of $265,000 and a decrease in agency commissions of $243,000, from the second quarter of 2024.

The decrease in gross local revenues was attributable to decreases at our Columbus, Ohio;

Des Moines, Iowa;

and Norfolk, Virginia markets.

The decrease in gross national revenue is primarily due to a decrease at our Columbus, Ohio market partially offset by an increase at our Norfolk, Virginia market.

The decrease in agency commissions is due to the decrease in national and local agency revenue.

For the three months ended September 30, 2025, consolidated net operating revenue was $28,166,000 compared with $28,694,000 for the three months ended September 30, 2024, a decrease of $528,000 or 1.8%.

The decrease in revenue was primarily a result of decreases in gross national revenue of $627,000, gross political revenue of $604,000 and gross local revenue of $599,000, partially offset by an increase in gross interactive revenue of $1,121,000 and a decrease in agency commissions of $185,000, from the third quarter of 2024.

The decrease in gross national revenue is primarily due to decreases at our Columbus, Ohio;

Manchester, New Hampshire and Ocala, Florida markets partially offset by an increase at our Norfolk, Virginia market.

The gross political revenue decreased due to a decrease in the number of national, state and local elections.

The decrease in non-spot revenue is due to increases at our Columbus, Ohio and Ocala, Florida markets.

The increase in gross interactive revenue is primarily due to an increase in our streaming, display and website advertising revenue.

Station operating expense was $22,226,000 for the three months ended June 30, 2025, compared with $23,305,000 for the three months ended June 30, 2024, a decrease of $1,079,000 or 4.6%.

We had an increase of approximately $390,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $1,469,000 generated by stations we owned or operated for the comparable period in 2024.

The decrease in same station operating expense was primarily a result of decreases in compensation-related expenses, digital services expenses, bad debt expenses, advertising and promotional expenses and maintenance and repairs expenses of $675,000, $283,000, $176,000, $175,000 and $73,000, respectively, from the second quarter of 2024.

We had operating income for the three months ended June 30, 2025 of $1,409,000 compared to $2,143,000 for the three months ended June 30, 2024, a decrease of $734,000.

The decrease in operating income was the result of a decrease in net operating revenue, partially offset by a decrease in station operating expenses noted above, and an increase in corporate general and administrative expenses of $70,000 and an increase in other operating (income) expense, net of $247,000.

The increase in corporate general and administrative expenses was primarily due to additional expenses related to shareholder activism and a potential proxy of contest of $89,000, and increases in stock-based compensation, legal expenses and maintenance and repairs of $84,000, $52,000 and $11,000 partially offset by decreases in insurance related costs, travel related expenses and other consulting expenses of $60,000, $57,000 and $44,000, respectively.

The increase in other operating expenses was due to the loss on disposal of fixed assets in the second quarter 2024.

We generated net income of $1,128,000 ($0.18 per share on a fully diluted basis) during the three months ended June 30, 2025, compared to $2,501,000 ($0.40 per share on a fully diluted basis) for the three months ended June 30, 2024, a decrease of $1,373,000.

The decrease in net income is primarily due to the decrease in operating income, described above, an increase in interest expense of $36,000, a decrease in interest income of $41,000, and a decrease in other income of $1,132,000, partially offset by a decrease in income tax expense of $570,000.

The increase in interest expense is due to an increase in debt outstanding.

The decrease in gross local revenues was attributable to decreases at our Des Moines, Iowa;

Lafayette, Indiana and Norfolk, Virginia markets partially offset by an increase in our Charleston, South Carolina market.

The increase in gross interactive revenue is primarily due to an increase in our SEM, display and streaming advertising revenue.

The decrease in agency commissions is due to the decrease in national and local agency revenue.

Station operating expense was $24,674,000 for the three months ended September 30, 2025, compared with $22,709,000 for the three months ended September 30, 2024, an increase of $1,965,000 or 8.7%.

The increase is related to increases in music licensing fees and digital service expenses of $2,086,000 and $332,000, respectively, partially offset by decreases in compensation-related expenses, bad debt expenses, and advertising and promotional expenses of $217,000, $106,000 and $93,000, respectively, from the third quarter of 2024.

As disclosed in our footnotes, on August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York.

The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029.

During the third quarter of 2025, the Company recorded an aggregate of approximately $2.1 million related to the ASCAP and BMI retroactive rate adjustments in the station operating expenses in the Company’s Condensed Consolidated Statement of Operations.

We had an operating loss for the three months ended September 30, 2025 of $626,000 compared to operating income $1,645,000 for the three months ended September 30, 2024, a decrease of $2,271,000.

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 other operating income of $58,000, a decrease in corporate general and administrative expenses of $80,000 and a decrease in depreciation and amortization of $84,000.

The decrease in corporate general and administrative expenses was primarily due to decreases in managers meeting expenses of $151,000 and legal expenses of $66,000 partially offset by an increases in stock-based compensation of $44,000.

The increase in other operating expenses was due to the loss on disposal of fixed assets in the third quarter 2025.

We generated a net loss of $532,000 ( ($0.08) per share on a fully diluted basis) during the three months ended September 30, 2025, compared to net income of $1,267,000 ($0.20 per share on a fully diluted basis) for the three months ended September 30, 2024, a decrease of $1,799,000.

The decrease in net income is primarily due to the decrease in operating income, described above, a decrease in interest income of $39,000, and a decrease in other income of $3,000, partially offset by a decrease in interest expense of $13,000 and a decrease in income tax expense of $495,000.

The decrease in interest income is related to the decrease in the amount of short-term investment accounts.

The decrease in other income is due to a one-time gain in 2024 related to the sale of an investment in BMI.

The decrease in our income tax expense is due to lower income before income tax expense from the second quarter of 2024.

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

The decrease in our income tax expense is due to lower income before income tax expense from the third quarter of 2024.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Results of Operations

The following table summarizes our results of operations for the six months ended June 30, 2025 and 2024.

Six Months Ended

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024.

Nine Months Ended

September 30,

(In thousands, except percentages and per share information)

3 unchanged sentences

Depreciation and amortization

Other operating expense, net

Operating income (loss)

Other operating (income) expense, net

Operating (loss) income

Interest expense

Interest income

Income (loss) before income tax expense

(Loss) income before income tax expense

Income tax (benefit) expense

Net income (loss)

Net (loss) income

Earnings (loss) per share (diluted)

N/M = Not Meaningful

For the six months ended June 30, 2025, consolidated net operating revenue was $52,441,000 compared with $55,010,000 for the six months ended June 30, 2024, a decrease of $2,569,000 or 4.7%.

For the nine months ended September 30, 2025, consolidated net operating revenue was $80,607,000 compared with $83,704,000 for the nine months ended September 30, 2024, a decrease of $3,097,000 or 3.7%.

We had an increase of approximately $837,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $3,934,000 generated by stations we owned or operated for the comparable period in 2024.

6 unchanged sentences

Columbus, Ohio and Portland, Maine markets partially offset by increases at our Milwaukee, Wisconsin and Norfolk, Virginia markets.

The gross political revenue decreased due to a decrease in the number of national, state and local elections partially offset by an increase at our Milwaukee, Wisconsin market.

The gross political revenue decreased due to a decrease in the number of national, state and local elections.

The decrease in gross non-spot revenue is due to decreases at our Columbus, Ohio market.

The decrease in agency commissions is due to the decrease in national and local agency revenue.

The increase in gross interactive revenue is primarily due to an increase in our streaming, including mobile streaming, display and website advertising revenue.

Station operating expense was $44,189,000 for the six months ended June 30, 2025, compared with $45,764,000 for the six months ended June 30, 2024, a decrease of $1,575,000 or 3.4%.

The increase in gross interactive revenue is primarily due to an increase in our streaming, including mobile streaming, SEM, display and website advertising revenue.

Station operating expense was $68,863,000 for the nine months ended September 30, 2025, compared with $68,473,000 for the nine months ended September 30, 2024, an increase of $390,000 or 0.6%.

We had an increase of approximately $943,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $553,000 generated by stations we owned or operated for the comparable period in 2024.

The decrease in same station operating expense was primarily a result of decreases in compensation-related expenses, digital services expenses, bad debt expenses, advertising and promotional expenses and maintenance and repairs expenses of $1,308,000, $426,000, $368,000, $238,000 and $125,000, respectively, from the comparable period in 2024.

We had an operating loss for the six months ended June 30, 2025, of $889,000 compared to an operating loss of $274,000 for the six months ended June 30, 2024, an increase of $615,000.

The increase in our operating loss was the result of a decrease in net operating revenue, partially offset by a decrease in station operating expenses noted above, and an increase in corporate general and administrative expenses of $154,000 and an increase in depreciation and amortization of $137,000 partially offset by a decrease other operating (income) expense, net of $670,000.

The increase in corporate general and administrative expenses was primarily due to additional expenses related to shareholder activism and a potential proxy of contest of $199,000, and increases in stock-based compensation, other consulting expenses, and maintenance and repairs of $137,000, $72,000, and $32,000 partially offset by decreases in legal expenses, travel related expenses and insurance related costs of $114,000, $110,000 and $93,000, respectively.

The decrease in same station operating expense was primarily a result of decreases in compensation-related expenses, bad debt expenses, advertising and promotional expenses and maintenance and repairs expenses of $1,475,000, $470,000, $339,000 and $139,000, respectively, from the comparable period in 2024 partially offset by an increase in music licensing fees of $2,092,000.

As noted above and disclosed in our footnotes, on August 19, 2025, the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolve rate-setting proceedings pending in the United States District Court for the Southern District of New York.

The settlements established final license fee rates which apply retroactively for the period from January 1, 2022 through September 30, 2025 and on a go forward basis until December 31, 2029.

We had an operating loss for the nine months ended September 30, 2025, of $1,515,000 compared to operating income of $1,371,000 for the nine months ended September 30, 2024, a decrease of $2,886,000.

The change from operating income to an operating loss was the result of a decrease in net operating revenue and an increase in station operating expenses noted above, and an increase in corporate general and administrative expenses of $74,000, an increase in depreciation and amortization of $53,000 and a decrease other operating (income) expense, net of $728,000.

The increase in corporate general and administrative expenses was primarily due to additional expenses related to shareholder activism and a potential proxy of contest of $226,000, and increases in stock-based compensation, other consulting expenses, and maintenance and repairs of $181,000, $61,000, and $29,000 partially offset by decreases in legal expenses, manager meeting expenses travel related expenses and insurance related costs of $180,000, $151,000, $114,000 and $137,000, respectively.

In 2024, we recorded a loss on the sale of fixed assets and intangibles of $1,026,000 compared to a loss on the sale of fixed assets of $298,000 in 2025.

The loss on sale of fixed assets and intangibles recorded in other operating expense in 2024 primarily relates to the sale of WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market and the relinquishment of our FCC license for KBAI-AM located in our Bellingham, Washington market, described in footnote 7 (Acquisitions and Dispositions).

We generated a net loss of $447,000 ($ (0.07) per share on a fully diluted basis) during the six months ended June 30, 2025, compared to net income of $924,000 ($0.15 per share on a fully diluted basis) for the six months ended June 30, 2024 ended, a decrease of $1,371,000.

We generated a net loss of $979,000 ($(0.15) per share on a fully diluted basis) during the nine months ended September 30, 2025, compared to net income of $2,191,000 ($0.35 per share on a fully diluted basis) for the nine months ended September 30, 2024 ended, a decrease of $3,170,000.

The decrease in net income is primarily due to the decrease in operating income, described above, an increase in interest expense of $87,000, a decrease in interest income of $161,000 and a decrease in other income of $1,106,000 partially offset by a decrease in income tax expense of $1,070,000.

5 unchanged sentences

Debt Arrangements and Debt Service Requirements

In connection with entering into the purchase agreement described above in Footnote 16 – Subsequent Events, 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.

On December 19, 2022, we entered into a Third Amendment (the “Third Amendment”) to our Credit Facility, (the “Credit Facility”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (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.

5 unchanged sentences

The cumulative transaction fees are being amortized over the remaining life of the Credit Facility.

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR (4.45% at June 30, 2025), plus 1% to 2% or the base rate plus 0% to 1%.

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR (4.24% at September 30, 2025), plus 1% to 2% or the base rate plus 0% to 1%.

The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage.

2 unchanged sentences

We previously paid quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at June 30, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

We had $5,000,000 debt outstanding at June 30, 2025 and December 31, 2024 that we borrowed in conjunction with our Lafayette acquisition.

We had approximately $45 million of unused borrowing capacity under the Credit Facility at June 30, 2025 and December 31, 2024, respectively.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at September 30, 2025) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

We had $5,000,000 debt outstanding at September 30, 2025 and December 31, 2024 that we borrowed in conjunction with our Lafayette acquisition.

We had approximately $45 million of unused borrowing capacity under the Credit Facility at September 30, 2025 and December 31, 2024, respectively.

Sources and Uses of Cash

During the six months ended June 30, 2025 and 2024, we had net cash flows from operating activities of $2,119,000 and $5,047,000, respectively.

During the nine months ended September 30, 2025 and 2024, we had net cash flows from operating activities of $5,482,000 and $10,141,000, respectively.

We believe that cash flow from operations will be sufficient to meet quarterly debt service requirements for payments of interest and scheduled payments of principal under our Credit Facility if we borrow in the future.

1 unchanged sentence

There can be no assurance that we would be able to effect any such transactions on favorable terms, if at all.

In March 2013, our Board of Directors authorized an increase to our 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, 2025, we have repurchased 2.2 million shares of our Class A Common Stock for $58.1 million.

During the three and six months ended June 30, 2025 we did not repurchase any related to the Buy-Back Program.

In March 2013, our Board of Directors authorized an increase to our 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 September 30, 2025, we have repurchased 2.2 million shares of our Class A Common Stock for $58.1 million.

During the three and nine months ended September 30, 2025 we did not repurchase any related to the Buy-Back Program.

We halted the directions issued for any additional buybacks under our plan in 2020.

As part of our overall capital allocation plan for fiscal year 2025, we intend to use a portion of the proceeds from the potential sale of non core assets to fund stock buybacks under the Buy Back Program, which may include open market purchases, block trades or other forms of buybacks.

Our capital expenditures, exclusive of acquisitions, for the six months ended June 30, 2025 were $2,010,000 ($2,574,000 for the six months ended June 30, 2024).

As part of our overall capital allocation plan for fiscal year 2025, we intend to use a portion of the proceeds from the sale of non-core assets to fund stock buybacks under the Buy Back Program, which may include open market purchases, block trades or other forms of buybacks.

Our capital expenditures, exclusive of acquisitions, for the nine months ended September 30, 2025 were $2,600,000 ($3,199,000 for the nine months ended September 30, 2024).

We anticipate capital expenditures in 2025 to be approximately $3.0 million to $3.5 million, which we expect to finance through funds generated from operations.

2 unchanged sentences

The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $5,832,000, which included the purchase price of $5,300,000, the purchase of $499,000 in accounts receivable and transactional costs of approximately $121,000 offset by $88,000 in certain closing adjustments.

During the six months ended June 30, 2025, 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, 2025.

During the six months ended June 30, 2024, the Company’s Board of Directors declared two quarterly cash dividends and a variable dividend on its Class A Common Stock.

These dividends totaling $1.10 per share and approximately $6.9 million were paid during 2024.

During the nine months ended September 30, 2025, the Company’s Board of Directors have declared three quarterly cash dividends on its Class A Common Stock.

These dividends totaling $0.75 per share and approximately $4.8 million were paid as of September 30, 2025.

During the nine months ended September 30, 2024, the Company’s Board of Directors declared three quarterly cash dividends and a variable dividend on its Class A Common Stock.

These dividends totaling $1.35 per share and approximately $8.5 million were paid or accrued during 2024.

Additionally, $12.5 million was paid in 2024, relating to the special dividend declared in December 2023.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis