What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-09 · 111 added, 71 removed, 423 unchanged (30% of the section changed)

1 unchanged sentence

SAGA COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30,

(In thousands)

10 unchanged sentences

Other assets:

Broadcast licenses, net

Broadcast licenses

Other intangibles, right of use assets, deferred costs and investments, net

12 unchanged sentences

Total liabilities

Commitments and contingencies

Commitments and contingencies (Note 11 and 14)

Shareholders’ equity:

4 unchanged sentences

Total liabilities and shareholders' equity

The balance sheet at December 31, 2023 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.

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

3 unchanged sentences

Other operating expense, net

Operating income (loss)

Operating income

Interest expense

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three and six months ended June 30, 2024 and 2023

For the three and nine months ended September 30, 2024 and 2023

Stockholders’

7 unchanged sentences

Net income, three months ended June 30, 2023

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Purchase of shares held in treasury

Balance at June 30, 2023

Net income, three months ended September 30, 2023

Dividends declared per common share

Compensation expense related to restricted stock awards

Balance at September 30, 2023

Stockholders’

11 unchanged sentences

Balance at June 30, 2024

Net income, three months ended September 30, 2024

Dividends declared per common share

Compensation expense related to restricted stock awards

Purchase of shares held in treasury

Balance at September 30, 2024

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In thousands)

7 unchanged sentences

Loss on sale of assets, net

(Gain) on insurance claims

Other (gain), net

1 unchanged sentence

Deferred and other compensation

Changes in assets and liabilities:

Decrease in receivables and prepaid expenses

Changes in assets and liabilities, net of business acquisition:

Decrease (increase) in receivables and prepaid expenses

Increase in accounts payable, accrued expenses, and other liabilities

7 unchanged sentences

Proceeds from sale and disposal of assets

Proceeds from other gains and losses

Proceeds from redemption of investments and other

Other investing activities

3 unchanged sentences

Cash dividends paid

Purchase of treasury shares

Net cash used in financing activities

9 unchanged sentences

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, 2024 and the results of operations for the three and six months ended June 30, 2024 and 2023.

Results of operations for three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

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 September 30, 2024 and the results of operations for the three and nine months ended September 30, 2024 and 2023.

Results of operations for three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

We own or operate broadcast properties in 28 markets, including 82 FM and 32 AM radio stations and 79 metro signals.

1 unchanged sentence

annual report on Form 10-K for the year ended December 31, 2023.

We have evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2024, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.

We have evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2024, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.

Earnings Per Share Information

7 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

6 unchanged sentences

Earnings per share:

There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three and six months ended June 30, 2024 and 2023, respectively.

There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three and nine months ended September 30, 2024 and 2023, 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.

2 unchanged sentences

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, 2024 and December 31, 2023, we have recorded $ 8.7 million and $ 10.6 million, respectively, of held-to-maturity U.S.

At September 30, 2024 and December 31, 2023, we have recorded $ 8.8 million and $ 10.6 million, respectively, of held-to-maturity U.S.

Treasury Bills and Treasury Notes at amortized cost basis that have a fair market value of $ 8.8 million and $ 10.6 million, respectively.

Our held-to-maturity U.S.

Treasury Bills and Treasury Notes all have original maturity dates ranging from July 2024 to December 2024.

Treasury Bills and Treasury Notes all have original maturity dates ranging from October 2024 to March 2025.

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 secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at June 30, 2024.

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.

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.

3 unchanged sentences

In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss.

Our allowance for doubtful accounts was $ 1,009,000 and $ 618,000 at June 30, 2024 and December 31, 2023, respectively.

Our allowance for credit losses was $ 1,176,000 and $ 618,000 at September 30, 2024 and December 31, 2023, respectively.

The activity in the allowance for credit losses during the nine months ended September 30, 2024 was as follows:

Uncollectible

Accounts, Net of

Nine Months Ended

(in thousands)

September 30, 2024

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 executive compensation.

23 unchanged sentences

We are currently evaluating the impact ASU 2023-09 will have on our financial statement disclosures.

In November 2024, the Financial Accounting Standards Board (“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.

ASU 2024-03 is effective for us for annual periods beginning after 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.

Nature of goods and services

14 unchanged sentences

Disaggregation of Revenue

Revenues from contracts with customers comprised the following for three and six months ended June 30, 2024 and 2023:

Revenues from contracts with customers comprised the following for three and nine months ended September 30, 2024 and 2023:

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

32 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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, 2024.

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.

30 unchanged sentences

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, 2024:

Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock (which constitute all of our outstanding Common Stock holders) 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 September 30, 2024:

Common Stock Issued

4 unchanged sentences

Forfeiture of restricted stock

Balance, June 30, 2024

Balance, September 30, 2024

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 June 30, 2024, we have remaining authorization of $ 18.0 million for future repurchases of our Class A Common Stock.

As of September 30, 2024, we have remaining authorization of $ 18.0 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.

6 unchanged sentences

We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.

During the three and six months ended June 30, 2024 and 2023, no shares were repurchased under the Stock Buy-Back Program.

During the three and nine months ended September 30, 2024, 715 shares were retained for the payment of withholding taxes for $ 11,000 related to the vesting of restricted stock.

During the three and nine months ended September 30, 2023, no shares were repurchased under the Stock Buy-Back Program.

We lease certain land, buildings and equipment for use in our operations.

5 unchanged sentences

Our lease agreements do not contain any residual value guarantees or material restrictive covenants.

As of June 30, 2024, we do not have any non-cancellable operating lease commitments that have not yet commenced.

As of September 30, 2024, 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 $ 6.5 million and $ 7.0 million at June 30, 2024 and December 31, 2023 respectively.

Lease liabilities were $ 6.8 million and $ 7.3 million at June 30, 2024 and December 31, 2023, respectively.

During the six months ended June 30, 2024, we recorded additional ROU assets under operating leases of $ 282,000 .

ROU assets were $ 6.2 million and $ 7.0 million at September 30, 2024 and December 31, 2023 respectively.

Lease liabilities were $ 6.5 million and $ 7.3 million at September 30, 2024 and December 31, 2023, respectively.

During the nine months ended September 30, 2024, we recorded additional ROU assets under operating

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

lease liabilities during the three and six months ended June 30, 2024 and 2023 totaled $ 445,000 , $ 973,000 , $ 415,000 , and $ 941,000 , respectively.

leases of $ 1,080,000 .

Payments on lease liabilities during the three and nine months ended September 30, 2024 and 2023 totaled $ 483,000 , $ 1,446,000 , $ 415,000 , and $ 941,000 , respectively.

Lease expense includes cost for leases with terms in excess of one year.

For the three and six months ended June 30, 2024 and 2023, our total lease expense was $ 475,000 , $ 950,000 , $ 457,000 and $ 917,000 , respectively.

For the three and nine months ended September 30, 2024 and 2023, our total lease expense was $ 483,000 , $ 1,432,000 , $ 457,000 and $ 917,000 , respectively.

Short-term lease costs are de minimis in nature.

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at June 30, 2024 (in thousands):

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at September 30, 2024 (in thousands):

Years Ending December 31,

1 unchanged sentence

Present value of lease liabilities (d)

(a) Remaining payments are for the six-months ending December 31, 2024.

(a) Remaining payments are for the three-months ending December 31, 2024.

(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 June 30, 2024.

There were no legally binding minimum lease payments for leases signed but not yet commenced at September 30, 2024.

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 6.3 years and 5.5 % , respectively, at June 30, 2024.

(d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.3 years and 5.6 % , respectively, at September 30, 2024.

Acquisitions and Dispositions

4 unchanged sentences

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.

Management utilizes an independent appraisal in assigning 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 (or income) approach and a market approach when appropriate.

The key assumptions used in the value of FCC licenses are revenue growth rates, market revenue shares at maturity, operating income margins at maturity and discount rate.

Goodwill fair value is the amount of the purchase price exceeding the values allocated to the tangible and identifiable intangible assets and includes the value of the assembled workforce.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

2024 Acquisitions and Dispositions

1 unchanged sentence

serving the Greater Lafayette, Indiana radio market for $ 5.3 million, subject to certain purchase price adjustments.

The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $ 5,850,000 , which included the purchase price of $ 5,300,000 , the purchase of $ 482,000 in accounts receivable and certain closing adjustments and transactional costs of approximately $ 68,000 .

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.

Management attributes the goodwill recognized in the acquisition to the power of the existing brands in Lafayette, Indiana as well as synergies and growth opportunities expected through the combination with the Company’s existing stations.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The $ 0.9 million allocated to goodwill is deductible for tax purposes.

On May 31, 2024, we closed on an agreement to sell WNDN-FM located in our Ocala-Gainesville, Florida market to Suncoast Radio, Inc.

10 unchanged sentences

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.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Condensed Consolidated Balance Sheet of 2024 and 2023 Acquisitions:

The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2024 and 2023 acquisitions.

The allocation of the purchase price for the 2024 acquisition is preliminary at June 30, 2024.

The allocation of the purchase price for the 2024 acquisition is preliminary at September 30, 2024 as management is awaiting information to finalize the fair values of assets acquired and liabilities assumed.

Saga Communications, Inc.

17 unchanged sentences

Pro Forma Results of Operations for Acquisitions (Unaudited)

The following unaudited pro forma results of our operations for the three months ended June 30, 2024 and 2023 assume the 2024 acquisitions occurred as of January 1, 2023.

The following unaudited pro forma results of our operations for three and nine months ended September 30, 2024 and 2023 assume the 2024 acquisitions occurred as of January 1, 2023.

The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects.

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

(In thousands, except per share data)

4 unchanged sentences

Other operating expense, net

Operating income (loss)

Operating income

Interest expense

4 unchanged sentences

Earnings per share:

An income tax expense of $ 955,000 was recorded for the three months ended June 30, 2024 compared to $ 1,250,000 for the three months ended June 30, 2023.

The effective tax rate was approximately 27.6 % for the three months ended June 30, 2024 compared to 27.2 % for the three months ended June 30, 2023.

An income tax expense of $ 375,000 was recorded for the six months ended June 30, 2024 compared to $ 1,600,000 for the six months ended June 30, 2023.

The effective tax rate was approximately 28.9 % for the six months ended June 30, 2024 compared to 27.3 % for the six months ended June 30, 2023.

An income tax expense of $ 590,000 was recorded for the three months ended September 30, 2024 compared to $ 1,110,000 for the three months ended September 30, 2023.

The effective tax rate was approximately 31.8 % for the three months ended September 30, 2024 compared to 28.9 % for the three months ended September 30, 2023.

An income tax expense of $ 965,000 was recorded for the nine months ended September 30, 2024 compared to $ 2,710,000 for the nine months ended September 30, 2023.

The effective tax rate was approximately 30.6 % for the nine months ended September 30, 2024 compared to 27.9 % for the nine months ended September 30, 2023.

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.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Stock-Based Compensation

2 unchanged sentences

2005 Incentive Compensation Plan (as amended, the “Second Restated 2005 Plan”).

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

was first approved in 2005, and subsequently re-approved in 2010 and 2013.

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.

14 unchanged sentences

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 and six months ended June 30, 2024 and 2023, respectively.

There were no stock options granted during 2024 or 2023 and there were no stock options outstanding as of June 30, 2024.

therefore, there was no compensation expense related to stock options for the three and nine months ended September 30, 2024 and 2023, respectively.

There were no stock options granted during 2024 or 2023 and there were no stock options outstanding as of September 30, 2024.

All outstanding stock options were exercised in 2017.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following summarizes the restricted stock transactions for the three and six months ended June 30, 2024:

The following summarizes the restricted stock transactions for the nine months ended September 30, 2024:

Outstanding at January 1, 2024

Non-vested and outstanding at June 30, 2024

For the three and six months ended June 30, 2024 and 2023, we had $ 520,000 , $ 973,000 , $ 248,000 and $ 493,000 , respectively, of total compensation expense related to restricted stock-based compensation arrangements.

Non-vested and outstanding at September 30, 2024

For the three and nine months ended September 30, 2024 and 2023, we had $ 474,000 , $ 1,447,000 , $ 250,000 and $ 743,000 , 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 and six months ended June 30, 2024 and 2023 was $ 137,000 , $ 256,000 , $ 65,000 and $ 129,000 , respectively.

The associated tax benefit recognized for the three and nine months ended September 30, 2024 and 2023 was $ 125,000 , $ 381,000 , $ 66,000 and $ 195,000 , respectively.

Long-Term Debt

Long-term debt consisted of the following:

September 30,

(In thousands)

1 unchanged sentence

Amounts payable within one year

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.

On December 19, 2022, we entered into the 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.

1 unchanged sentence

These debt issuance costs are included in other assets, net in the consolidated balance sheets.

As a result of 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 Second Amendment to our Credit Facility, 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.

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR ( 5.33 % at June 30, 2024), 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 ( 5.16 % at September 30, 2024), 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 Revolving Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at June 30, 2024) 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 approximately $ 45 million and $ 50 million of unused borrowing capacity under the Revolving Credit Facility at June 30, 2024 and December 31, 2023, respectively.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at September 30, 2024) 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 approximately $ 45 million and $ 50 million of unused borrowing capacity under the Revolving Credit Facility at September 30, 2024 and December 31, 2023, respectively.

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.

During 2024, the Company’s Board of Directors has 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 2024, the Company’s Board of Directors has 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 as of September 30, 2024.

During 2023, the Company’s Board of Directors declared four quarterly cash dividends and one special dividend on its Class A Common Stock.

6 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Other Income and Loss

During the nine months ended September 30, 2024, we had weather-related damages to properties in Ohio and Florida.

The Company’s insurance policy provides coverage for repairs and replacements.

As a part of the insurance settlement during the third quarter of 2024, the Company received cash proceeds of $ 78,000 , resulting in a gain of $ 78,000 , which is recorded in other (income) expense, net, in the Company’s Consolidated Statements of Income.

During the second quarter of 2024, the Company received $ 1,133,000 related to the sale of an investment in Broadcast Music, Inc.

3 unchanged sentences

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 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 (the "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.

10 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 1. Financial Statements