SAGA COMMUNICATIONS INC 10-Q

Item 1. Financial Statements SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ ​ ​ 2023 ​ 2022 ​ (Unaudited) (Note) ​ ​ ​ (In thousands) ​ Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 27,254 ​ $ 36,802 ​ Short-term investments ​ ​ 10,210 ​ ​ 10,123 ​ Accounts receivable, net ​ 14,282 ​ 17,440 ​ Prepaid expenses and other current assets ​ 2,880 ​ 2,479 ​ Barter transactions ​ 1,165 ​ 1,015 ​ Total current assets ​ 55,791 ​ 67,859 ​ Property and equipment ​ 147,151 ​ 146,054 ​ Less accumulated depreciation ​ 93,838 ​ 92,856 ​ Net property and equipment ​ 53,313 ​ 53,198 ​ Other assets: ​ ​ ​ ​ ​ ​ ​ Broadcast licenses, net ​ 90,240 ​ 90,307 ​ Goodwill ​ 19,236 ​ 19,236 ​ Other intangibles, right of use assets, deferred costs and investments, net ​ 9,959 ​ 10,153 ​ Total assets ​ $ 228,539 ​ $ 240,753 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and shareholders’ equity ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 2,888 ​ $ 2,654 ​ Accrued payroll and payroll taxes ​ 5,014 ​ 5,623 ​ Dividend payable ​ 1,531 ​ 13,754 ​ Other accrued expenses ​ 6,934 ​ 6,359 ​ Barter transactions ​ 1,090 ​ 987 ​ Total current liabilities ​ 17,457 ​ 29,377 ​ Deferred income taxes ​ 25,807 ​ 25,737 ​ Other liabilities ​ 6,856 ​ 7,110 ​ Total liabilities ​ 50,120 ​ 62,224 ​ Commitments and contingencies ​ — ​ — ​ Shareholders’ equity: ​ ​ ​ ​ ​ ​ ​ Common Stock ​ 78 ​ 78 ​ Additional paid-in capital ​ 71,724 ​ 71,664 ​ Retained earnings ​ 143,285 ​ 143,896 ​ Treasury stock ​ ( 36,668 ) ​ ( 37,109 ) ​ Total shareholders’ equity ​ 178,419 ​ 178,529 ​ Total liabilities and shareholders' equity ​ $ 228,539 ​ $ 240,753 ​ Note: The balance sheet at December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. See accompanying notes to unaudited condensed consolidated financial statements . 3 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2023 2022 ​ ​ (Unaudited) ​ ​ (In thousands, except per share data) Net operating revenue $ 25,304 $ 24,967 Station operating expenses 21,703 ​ 20,568 Corporate general and administrative 2,616 ​ 2,694 Other operating (income) expense, net ​ ​ 80 ​ ​ ( 5 ) Operating income 905 ​ 1,710 Interest expense 43 ​ 32 Interest income ( 289 ) ​ ( 4 ) Other income ​ ​ ( 119 ) ​ ​ ( 2 ) Income before income tax expense 1,270 ​ 1,684 Income tax expense 350 ​ 480 Net income $ 920 ​ $ 1,204 ​ ​ ​ ​ ​ ​ Earnings per share: ​ ​ ​ ​ ​ Basic $ 0.15 ​ $ 0.20 Diluted $ 0.15 ​ $ 0.20 ​ ​ ​ ​ ​ ​ Weighted average common shares 6,028 ​ 5,948 Weighted average common and common equivalent shares 6,028 ​ 5,948 ​ ​ ​ ​ ​ ​ Dividends declared per share $ 0.25 ​ $ 0.16 ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 4 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the three months ended March 31, 2023 and 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2021 ​ 6,835 ​ $ 68 ​ 965 ​ $ 9 ​ $ 70,035 ​ $ 164,246 ​ $ ( 37,439 ) ​ $ 196,919 Net income, three months ended March 31, 2022 — ​ ​ — — ​ — ​ — ​ 1,204 ​ — ​ 1,204 Dividends declared per common share — ​ — — ​ — ​ — ​ ( 968 ) ​ — ​ ( 968 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 339 ​ ​ — ​ — ​ 339 401(k) plan contribution — ​ — — ​ — ​ ( 229 ) ​ — ​ 477 ​ 248 Balance at March 31, 2022 6,835 ​ $ 68 965 ​ $ 9 ​ $ 70,145 ​ $ 164,482 ​ $ ( 36,962 ) ​ $ 197,742 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2022 ​ 7,867 ​ $ 78 ​ — ​ $ — ​ $ 71,664 ​ $ 143,896 ​ $ ( 37,109 ) ​ $ 178,529 Net income, three months ended March 31, 2023 — ​ — — ​ — ​ — ​ 920 ​ — ​ 920 Dividends declared per common share — ​ — — ​ — ​ — ​ ( 1,531 ) ​ — ​ ( 1,531 ) Compensation expense related to restricted stock awards — ​ — — ​ — ​ 245 ​ — ​ — ​ 245 401(k) plan contribution — ​ — — ​ — ​ ( 185 ) ​ — ​ 441 ​ 256 Balance at March 31, 2023 ​ 7,867 ​ $ 78 — ​ $ — ​ $ 71,724 ​ $ 143,285 ​ $ ( 36,668 ) ​ $ 178,419 See accompanying notes to unaudited condensed consolidated financial statements. ​ 5 Table of Contents SAGA COMMUNICATIONS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ 2023 2022 ​ ​ (Unaudited) ​ ​ (In thousands) ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net cash provided by operating activities ​ $ 4,835 ​ $ 5,296 ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Purchase of short-term investments ​ ​ ( 2,067 ) ​ ​ — ​ Redemption of short-term investments ​ ​ 2,067 ​ ​ — ​ Acquisition of property and equipment ​ ( 1,362 ) ​ ( 923 ) ​ Proceeds from sale and disposal of assets ​ ​ 616 ​ ​ 7 ​ Other investing activities ​ 117 ​ ( 5 ) ​ Net cash used in investing activities ​ ( 629 ) ​ ( 921 ) ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Cash dividends paid ​ ( 13,754 ) ​ ( 3,988 ) ​ Net cash used in financing activities ​ ( 13,754 ) ​ ( 3,988 ) ​ Net increase (decrease) in cash and cash equivalents ​ ( 9,548 ) ​ 387 ​ Cash and cash equivalents, beginning of period ​ 36,802 ​ 54,760 ​ Cash and cash equivalents, end of period ​ $ 27,254 ​ $ 55,147 ​ ​ See accompanying notes to unaudited condensed consolidated financial statements. ​ ​ 6 Table of Contents ​ 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 March 31, 2023 and the results of operations for the three months ended March 31, 2023 and 2022. Results of operations for three months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. We own or operate broadcast properties in 27 markets, including 79 FM and 33 AM radio stations and 80 metro signals. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. annual report on Form 10-K for the year ended December 31, 2022. We have evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2023, 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, 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 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ The following table sets forth the computation of basic and diluted earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2023 2022 ​ ​ ​ ​ ​ ​ Numerator: ​ ​ ​ Net income $ 920 ​ $ 1,204 ​ Less: Income allocated to unvested participating securities 14 ​ 20 ​ Net income available to common shareholders $ 906 ​ $ 1,184 ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Denominator for basic earnings per share — weighted average shares 6,028 ​ 5,948 ​ Effect of dilutive securities: ​ ​ ​ ​ Common stock equivalents — ​ — ​ Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 6,028 ​ 5,948 ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share: ​ ​ ​ ​ Basic $ 0.15 ​ $ 0.20 ​ Diluted $ 0.15 ​ $ 0.20 ​ ​ There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three months ended March 31, 2023 and 2022, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price. 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 March 31, 2023 and December 31, 2022, we have recorded $ 10.2 million and $ 10.1 million, respectively, of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $ 10.2 million and $ 10 million, respectively. Our held-to-maturity U.S. Treasury Bills currently all have original maturity dates ranging from April 2023 to August 2023. Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts 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 carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the euro-dollar rate, prime rate or have been reset at the prevailing market rate at March 31, 2023. ​ 8 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Allowance for Doubtful Accounts A provision for doubtful accounts 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, including the potential impact of uncertain economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Our allowance for doubtful accounts was $ 526,000 and $ 519,000 at March 31, 2023 and December 31, 2022, respectively. Income Taxes Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount and permanent differences related to the compensation of our CEO. 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 twenty-seven radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Chief Operating Decision Maker (“CODM”) evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary. Time Brokerage Agreements/Local Marketing Agreements We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets. ​ 2. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements. ​ 9 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ ​ 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, online promotions, advertising on our websites and online 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. 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. Disaggregation of Revenue Revenues from contracts with customers comprised the following for three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ 2023 2022 ​ (in thousands) Types of Revenue ​ ​ ​ ​ ​ Broadcast Advertising Revenue, net ​ $ 21,468 ​ $ 21,587 ​ Digital Advertising Revenue ​ 1,910 ​ 1,749 ​ Other Revenue ​ 1,926 ​ 1,631 ​ Net Revenue ​ $ 25,304 ​ $ 24,967 ​ ​ 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. 10 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ Transaction Price Allocated to the Remaining Performance Obligations As the majority of our sales contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for sales contracts which have original expected durations of one year or less. ​ 4. Broadcast Licenses, Goodwill 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. ​ We also evaluate goodwill for impairment annually, or more frequently if certain circumstances are present. If the carrying amount of goodwill in a reporting unit is greater than the implied value of goodwill determined by completing a hypothetical purchase price allocation using estimated fair value of the reporting unit, the carrying amount of goodwill in that reporting unit is reduced to its implied value. ​ 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 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 three months ended March 31, 2023. 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. ​ 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 five to twenty-six years . Other intangibles are amortized over one to fifteen years . Customer relationships are amortized over three years . ​ 11 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ ​ ​ 5. Common Stock and Treasury Stock Our founder, Chairman, President and CEO, Edward K. Christian, passed away on August 19, 2022. As of the date of his passing, Mr. Christian, who was also our principal shareholder, held approximately 65 % of the combined voting power of the Company’s Common Stock based on Class B Common Stock (together with the Class A Common Stock, collectively, the “Common Stock”) generally being entitled to ten votes per share. As a result, Mr. Christian was generally able to control the vote on most matters submitted to the vote of stockholders and, therefore, was able to direct our management and policies, except with respect to (i) the election of two Class A directors, (ii) those matters where the shares of our Class B Common Stock are only entitled to one vote per share, and (iii) other matters requiring a class vote under the provisions of our certificate of incorporation, bylaws or applicable law. Mr. Christian’s passing resulted in the conversion of his Class B shares into Class A shares that were transferred to an estate planning trust that now owns approximately 16 % of the common stock outstanding. As a result, we no longer have any shares of Class B Common Stock 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 are entitled to receive the same percentage dividend (payable in shares of Class A Common Stock) as the holders of Class B Common Stock receive (payable in shares of Class B Common Stock). Voting Rights. Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the stockholders, with each share of Class A Common Stock entitled to one vote. Prior to Mr. Christian’s passing, each share of Class B Common Stock was entitled to ten votes, except (i) in the election for directors, (ii) with respect to any “going private” transaction between the Company and the principal stockholder, and (iii) as otherwise provided by law. Prior to Mr. Christian’s passing, in the election of directors, the holders of Class A Common Stock, voting as a separate class, were entitled to elect twenty-five percent, or two, of our directors. The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, were entitled to elect the remaining directors. The Board of Directors consisted of eight members at December 31, 2022. Currently, our Board of Directors consists of eight members. Holders of Common Stock are not entitled to cumulative voting in the election of directors. The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with the principal stockholder or an affiliate of the principal stockholder, with each share of each class of Common Stock entitled to one vote per share. 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. 12 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ Common Stock Issued ​ Class A Class B ​ ​ (Shares in thousands) Balance, January 1, 2022 ​ 6,835 ​ 965 Conversion of shares 965 ( 965 ) Issuance of restricted stock 67 — Balance, December 31, 2022 7,867 — Balance, March 31, 2023 7,867 — ​ We have a Stock Buy-Back Program to allow us to purchase up to $ 75.8 million of our Class A Common Stock. As of March 31, 2023, we have remaining authorization of $ 18.2 million for future repurchases of our Class A Common Stock. On September 14, 2017, the Board of Directors authorized the repurchase of our Class A Common Stock under our trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1. The Rule 10b5-1 repurchase plan allows us to repurchase our shares during periods when we would normally not be active in the market due to our internal trading blackout periods. Under the plan, we may repurchase our Class A Common Stock in any combination of open market, block transactions and privately negotiated transactions subject to market conditions, legal requirements including applicable SEC regulations (which include certain price, market, volume and timing constraints), specific repurchase instructions and other corporate considerations. Purchases under the plan are funded by cash on our balance sheet. The plan does not obligate us to acquire any particular amount of Class A Common Stock. Our original purchase authorization was effective until September 1, 2018 and has been extended several times, with the most recent authorization instructions extension being through May 28, 2020. We halted the directions for any additional buybacks under our plan in 2020. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan. During the three months ended March 31, 2023 and 2022, no shares were repurchased under the Stock Buy-Back Program. ​ 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 March 31, 2023, we do not have any non-cancellable operating lease commitments that have not yet commenced. ROU assets are classified within other intangibles, deferred costs and investments, net 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 $ 6.2 million and $ 6.5 million at March 31, 2023 and December 31, 2022 respectively. Lease liabilities were $ 6.4 million and $ 6.8 million at March 31, 2023 and December 31, 2022, respectively. During the three months ended March 31, 2023, we recorded additional ROU assets under operating leases of $ 255,000 . Payments on lease liabilities during the three months ended March 31, 2023 and 2022 totaled $ 526,000 , and $ 478,000 , respectively. Lease expense includes cost for leases with terms in excess of one year. For the three months ended March 31, 2023 and 2022, our total lease expense was $ 460,000 , and $ 444,000 , respectively. Short-term lease costs are de minimis in nature. 13 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at March 31, 2023 (in thousands): ​ ​ ​ ​ ​ Years Ending December 31, ​ ​ 2023 (a) $ 1,295 2024 ​ 1,706 2025 ​ 1,312 2026 ​ 1,081 2027 ​ 880 Thereafter ​ 1,282 Total lease payments (b) ​ 7,556 Less: Interest (c) ​ 1,108 Present value of lease liabilities (d) ​ $ 6,448 ​ (a) Remaining payments are for the nine-months ending December 31, 2023 (b) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at March 31, 2023. (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 6.1 years and 4.8 % , respectively, at March 31, 2023. ​ ​ ​ ​ ​ ​ 7. Acquisitions and Dispositions We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisitions under the provisions of FASB ASC Topic 805, Business Combinations . Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach. 2023 Dispositions On February 28, 2023, we closed on an agreement to sell WPVQ-AM located in our Greenfield, Massachusetts market to Hampden Communications Corp for $ 2,000 . We recorded a $ 43,000 loss on the sale in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations. On March 20, 2023, we submitted a request to the FCC to cancel our FCC license for WHMQ-AM located in our Greenfield, Massachusetts market. We recorded a $ 22,000 loss on the disposal in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations. ​ 14 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ 2022 Acquisitions On July 12, 2021, we entered into an agreement to acquire WIZZ-AM and a translator from P. & M. Radio for $ 61,800 of which $ 5,000 was paid in 2021 and the remainder was paid on April 6, 2022 when we closed on the transaction. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Greenfield, Massachusetts market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The translators are start-up stations and therefore, have no pro forma revenue and expenses. Condensed Consolidated Balance Sheet of 2023 and 2022 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2023 and 2022 acquisitions. Saga Communications, Inc. Condensed Consolidated Balance Sheet of 2023 and 2022 Acquisitions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisitions in ​ 2023 2022 ​ ​ (In thousands) Assets Acquired: ​ ​ ​ ​ ​ ​ Property and equipment ​ $ — $ 5 Other assets: ​ ​ ​ ​ ​ ​ Broadcast licenses ​ — ​ 30 Goodwill ​ — ​ 27 Total other assets ​ — ​ 57 Total assets acquired ​ — ​ 62 Liabilities Assumed: ​ ​ ​ ​ ​ ​ Current liabilities ​ — ​ — Total liabilities assumed ​ — ​ — Net assets acquired ​ $ — ​ $ 62 ​ ​ 8. Income taxes On March 18, 2020, the Families First Coronavirus Response Act ("FFCR Act"), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax provisions, such as deferring payroll payments, establishing a credit for the retention of certain employees, relaxing limitations on the deductibility of interest, and updating the definition of qualified improvement property. This legislation currently has no material impact to the Company’s financial statements. An income tax expense of $ 350,000 was recorded for the three months ended March 31, 2023 compared to $ 480,000 for the three months ended March 31, 2022. The effective tax rate was approximately 27.6 % for the three months ended March 31, 2023 compared to 28.5 % for the three months ended March 31, 2022. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. ​ 15 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ ​ 9. Stock-Based Compensation Incentive Compensation Plans 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 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors. The number of shares of Common Stock that may be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock, or 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock may be issued pursuant to incentive stock options and 370,000 shares of Class A Common Stock may be issuable upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock may be granted to any employee or director under the Second Restated 2005 Plan. Upon the passing of Mr. Christian, we no longer have any holders of Class B Common Stock, as those awards denominated in Class B Common Stock were only able to be granted to Mr. Christian. Stock options granted under the Second Restated 2005 Plan may be for terms not exceeding ten (10) years from the date of grant and may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant . On March 1, 2023, our Board of Directors approved the Saga Communications, Inc. 2023 Incentive Compensation Plan. At our Annual Meeting on May 8, 2023 this plan was approved by our shareholders. Stock-Based Compensation All stock options granted were fully vested and expensed at December 31, 2012; therefore, there was no compensation expense related to stock options for the three months ended March 31, 2023 and 2022, respectively. There were no stock options granted during 2023 or 2022 and there were no stock options outstanding as of March 31, 2023. All outstanding stock options were exercised in 2017. The following summarizes the restricted stock transactions for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date ​ ​ ​ ​ Fair ​ Shares Value Outstanding at January 1, 2023 ​ 91,120 ​ $ 27.15 Vested ​ — ​ ​ — Forfeited ​ — ​ ​ — Non-vested and outstanding at March 31, 2023 91,120 $ 27.15 ​ ​ 16 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ For the three months ended March 31, 2023 and 2022, we had $ 245,000 and $ 339,000 , respectively, of total compensation expense related to restricted stock-based compensation arrangements. This expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the three months ended March 31, 2023 and 2022 was $ 64,000 , and $ 37,000 , respectively. ​ ​ 10. Long-Term Debt The Company has no debt outstanding at December 31, 2022 or March 31, 2023. ​ On December 19, 2022, we entered into a Third Amendment to our Credit Facility, (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 (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 have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility. Approximately $ 266,000 of debt issuance costs related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility. These debt issuance costs are included in other assets, net in the consolidated balance sheets. As a result of the Second Amendment to our Credit Facility (the “Second Amendment”), the Company incurred an additional $ 120,000 of transaction fees related to the Credit Facility that were capitalized. As a result of the Third Amendment, the Company incurred an additional $ 161,000 of transaction fees related to the Credit Facility that were capitalized. 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 ( 4.870 % at March 31, 2023), 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. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25 % per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25 % per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2 % to 0.3 % per annum on the unused portion of the Revolving Credit Facility. The Credit Facility contains a number of financial covenants (all of which we were in compliance with at March 31, 2023) 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 have approximately $ 50 million of unused borrowing capacity under the Revolving Credit Facility at both March 31, 2023 and December 31, 2022. ​ 11. 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. ​ 17 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ 12. Dividends Subsequent to the quarter ending March 31, 2023, on May 9, 2023 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 per share on its Class A Common Stock. This dividend, totaling approximately $ 1,500,000 will be paid on June 16, 2023 to shareholders of record on May 22, 2023 . On March 1, 2023 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 per share on its Class A Common Stock. This dividend, totaling approximately $ 1,500,000 , was paid on April 7, 2023 to shareholders of record on March 20, 2023 and is recorded in dividends payables in our Condensed Consolidated Balance Sheet at March 31, 2023. On December 7, 2022 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 per share and a special cash dividend of $ 2.00 per share on its Class A Common Stock. This dividend, totaling approximately $ 13,800,000 , was paid on January 13, 2023 to shareholders of record on December 21, 2022 and is recorded in dividends payable in our Condensed Consolidated Balance Sheet at December 31, 2022. On September 20, 2022 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 per share and special cash dividend of $ 2.00 per share on its Class A Common Stock. This dividend, totaling approximately $ 13,600,000 , was paid on October 21, 2022 to shareholders of record on October 3, 2022 . On June 6, 2022 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.20 per share on its Classes A and B Common Stock. This dividend, totaling approximately $ 1,200,000 , was paid to our transfer agent on June 29, 2022 . The dividend was paid by our transfer agent on July 1, 2022 to shareholders of record on June 13, 2022 . On March 1, 2022 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.16 per share on its Classes A and B Common Stock. This dividend, totaling approximately $ 970,000 , was paid on April 8, 2022 to shareholders of record on March 21, 2022 . ​ 13. Other Income During the first quarter of 2022, there was fire damage to a transmission line in our Des Moines, Iowa market. The Company’s insurance policy provided coverage for removal and replacement of the transmission line and related equipment. As part of the insurance settlement during the fourth quarter of 2022, the Company received cash proceeds of $ 445,000 , resulting in a gain of $ 445,000 which is recorded in the other (income) expense, net, in the Company’s Consolidated Statements of Income in our annual report on Form 10-K for the year ended December 31, 2022. ​ 18 Table of Contents SAGA COMMUNICATIONS, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued) ​ In 2012, Congress mandated that the FCC conduct an incentive auction of broadcast television spectrum as set forth in the Middle Class Tax Relief and Job Creation Act of 2012 ("Spectrum Act"). The Spectrum Act authorized the FCC to conduct incentive auctions in which licensees could voluntarily relinquish their spectrum usage rights in order to permit the assignment by auction of new initial licenses subject to flexible use service rules, in exchange for a portion of the resulting auction proceeds. The Spectrum Act appropriated $1.75 billion to the TV Broadcaster Relocation Fund ("Reimbursement Fund") for costs reasonably incurred by Full Power and Class A broadcast television licensees reassigned to new channels ("repack"), as well as Multichannel Video Programming Distributors ("MVPDs") that incurred costs related to continuing to carry the signals of reassigned broadcast stations. The 2018 Reimbursement Expansion Act, appropriated $1 billion in additional funds for the Reimbursement Fund and expanded eligible entities for reimbursement to include FM stations affected by the repack. During 2022, the Company received approximately $ 116,000 in reimbursement for our FM stations, which is recorded in the other (income), expense, net, in the Company’s Consolidated Statements of Income in our annual report on Form 10-K for the year ended December 31, 2022. During the first quarter of 2023, we received approximately $ 115,000 in reimbursement for our FM stations, which is recorded in other (income), expense, net, in the Company’s Condensed Consolidated Statement of Operations. We do not anticipate receiving any additional reimbursements related to this. ​ 14. Commitments and Contingencies As previously disclosed Mr. Christian passed away on August 19, 2022. As a result of his passing the Company was required to make several payments to his estate as outlined in his employment agreement, as described in our annual report on Form 10-K for the year ended December 31, 2022. In accordance with ASC 712-10-25, Nonretirement Postemployment Benefits , we accrued all necessary expenses as of September 30, 2022. However, under the agreement, the Company will be responsible to pay the estate’s income tax obligation relating to the payout of the life insurance policy. The estimate of the possible loss related to that tax obligation cannot be made at this time due to uncertainties related to the timing of the transfer. ​ ​ 19 Table of Contents