What changed in this filing

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Item 1. Financial Statements

2025-08-08 compared with 2025-05-09 · 137 added, 86 removed, 405 unchanged (36% of the section changed)

21 unchanged sentences

Accrued payroll and payroll taxes

Dividend payable

Other accrued expenses

12 unchanged sentences

Total liabilities and shareholders' equity

The balance sheet at December 31, 2024 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.

The balance sheet as December 31, 2024 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

(In thousands, except per share data)

4 unchanged sentences

Other operating expense, net

Operating loss

Operating income (loss)

Interest expense

Interest income

Loss before income tax expense

Income (loss) before income tax expense

Income tax (benefit) expense

Loss per share:

Net income (loss)

Income (loss) per share:

Weighted average common shares

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the three months ended March 31, 2024 and 2023

For the three and six months ended June 30, 2025 and 2024

Stockholders’

6 unchanged sentences

Balance at March 31, 2024

Net income, three months ended June 30, 2024

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Balance at June 30, 2024

Stockholders’

6 unchanged sentences

Balance at March 31, 2025

Net income, three months ended June 30, 2025

Forfeiture of restricted stock

Dividends declared per common share

Compensation expense related to restricted stock awards

Balance at June 30, 2025

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands)

1 unchanged sentence

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Net (loss) income

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

4 unchanged sentences

Loss on sale of assets, net

(Gain) on insurance claims

Other gain, net

Barter (revenue) expense, net

1 unchanged sentence

Changes in assets and liabilities:

Decrease in receivables and prepaid expenses

Increase in receivables and prepaid expenses

Increase (decrease) in accounts payable, accrued expenses, and other liabilities

5 unchanged sentences

Acquisition of property and equipment (Capital Expenditures)

Acquisition of broadcast properties

Proceeds from sale and disposal of assets

1 unchanged sentence

Other investing activities

Net cash (used in) provided by investing activities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from long-term debt

Cash dividends paid

10 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 March 31, 2025 and the results of operations for the three months ended March 31, 2025 and 2024.

Results of operations for three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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, 2025 and the results of operations for the three and six months ended June 30, 2025 and 2024.

Results of operations for three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

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

1 unchanged sentence

(the “Company”) annual report on Form 10-K for the year ended December 31, 2024.

We have evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2025, 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 June 30, 2025, 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

(In thousands, except per share data)

Loss allocated to unvested participating securities

Net loss available to common shareholders

Net income (loss)

Income (loss) allocated to unvested participating securities

Net income (loss) available to common shareholders

Denominator for basic earnings per share — weighted average shares

2 unchanged sentences

Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions

Loss per share:

There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three months ended March 31, 2025 and 2024, respectively.

Income (loss) per share:

There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three and six months ended June 30, 2025 and 2024, 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 March 31, 2025 and December 31, 2024, we have recorded $ 9.0 million and $ 8.9 million, respectively, of held-to-maturity U.S.

At June 30, 2025 and December 31, 2024, we have recorded $ 9.1 million and $ 8.9 million, respectively, of held-to-maturity U.S.

Treasury Bills at amortized cost basis that have a fair market value of $ 9.1 million and $ 8.9 million, respectively.

Our held-to-maturity U.S.

Treasury Bills currently all have original maturity dates ranging from April 2025 to September 2025.

Treasury Bills all have original maturity dates ranging from July 2025 to December 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 March 31, 2025.

SAGA COMMUNICATIONS, INC.

7 unchanged sentences

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

Our allowance for credit losses was $ 1,136,000 and $ 1,071,000 at March 31, 2025 and December 31, 2024, respectively.

The activity in our allowance for credit losses during the three months ended March 31, 2025 was as follows:

Our allowance for credit losses was $ 1,099,000 and $ 1,071,000 at June 30, 2025 and December 31, 2024, respectively.

The activity in the allowance for credit losses during the six months ended June 30, 2025 was as follows:

Uncollectible

Accounts, Net of

Three Months Ended

Six Months Ended

(in thousands)

March 31, 2025

June 30, 2025

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.

12 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Significant departmental expenses included in station operating expenses for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended March 31,

(In thousands, except per share data)

Significant departmental expenses included in station operating expenses for the three and six months ended June 30, 2025 and 2024 are as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

Programming and Technical

9 unchanged sentences

Certain prior period amounts have been reclassified to conform to the current year presentation.

These reclassifications has no effect on previously reported net loss, total assets, cash flows or shareholder’s equity.

These reclassifications had no effect on previously reported net income (loss), total assets, cash flows or shareholder’s equity.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Recent Accounting Pronouncements

9 unchanged sentences

We are currently evaluating the impact ASU 2024-03 will have on our financial statement disclosures.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” to simplify the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606.

ASU 2025-05 is effective for us for annual periods beginning January 1, 2026 and interim periods within that year.

We are currently evaluating the impact of ASU 2025-05 will have on our financial statement disclosures.

Nature of goods and services

15 unchanged sentences

Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Disaggregation of Revenue

Revenues from contracts with customers comprised the following for three months ended March 31, 2025 and 2024:

Revenues from contracts with customers comprised the following for three and six months ended June 30, 2025 and 2024:

Three Months Ended

Six Months Ended

(in thousands)

Types of Revenue

9 unchanged sentences

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.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Transaction Price Allocated to the Remaining Performance Obligations

16 unchanged sentences

The loss recognized will not exceed the total amount of goodwill allocated to our reporting unit.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology.

1 unchanged sentence

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, 2025.

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.

5 unchanged sentences

Customer relationships are amortized over three years .

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Common Stock and Treasury Stock

6 unchanged sentences

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.

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.

Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the shareholders, with each share of Class A Common Stock entitled to one vote.

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 shareholder, and (iii) as otherwise provided by law.

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 seven members on March 31, 2025.

The Board of Directors consisted of seven members at June 30, 2025.

Currently, our Board of Directors consists of seven members.

2 unchanged sentences

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.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 March 31, 2025:

The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through June 30, 2025:

Common Stock Issued

4 unchanged sentences

Balance, December 31, 2024

Balance, March 31, 2025

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, 2025, we have remaining authorization of $ 17.7 million for future repurchases of our Class A Common

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Forfeiture of restricted stock

Balance, June 30, 2025

We have a Stock Buy-Back Program (the “buy-Back Program”) to allow us to purchase up to $ 75.8 million of our Class A Common Stock.

As of June 30, 2025, we have remaining authorization of $ 17.7 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.

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 Security and Exchange Commission 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.

3 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 months ended March 31, 2025 and 2024, no shares were repurchased under the Stock Buy-Back Program.

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 Stock Buy-Back Program, which may include open market purchases, block trades or other forms of buybacks.

During the three and six months ended June 30, 2025 and 2024, no shares were repurchased under the Buy-Back Program.

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.

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 March 31, 2025, we do not have any non-cancellable operating lease commitments that have not yet commenced.

As of June 30, 2025, 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 $ 6.6 million and $ 6.9 million at March 31, 2025 and December 31, 2024 respectively.

Lease liabilities were $ 6.8 million and $ 7.3 million at March 31, 2025 and December 31, 2024, respectively.

During the three months ended March 31, 2025, we did no t record any additional ROU assets under operating leases.

Payments on lease liabilities during the three months ended March 31, 2025 and 2024 totaled $ 534,000 , and $ 528,000 , respectively.

ROU assets were $ 6.2 million and $ 6.9 million at June 30, 2025 and December 31, 2024 respectively.

Lease liabilities were $ 6.5 million and $ 7.3 million at June 30, 2025 and December 31, 2024, respectively.

During the six months ended June 30, 2025, we recorded additional ROU assets under operating leases of $ 35,000 .

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

lease liabilities during the three and six months ended June 30, 2025 and 2024 totaled $ 430,000 , $ 964,000 , $ 445,000 , and $ 973,000 , respectively.

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

For the three months ended March 31, 2025 and 2024, our total lease expense was $ 480,000 , and $ 475,000 , respectively.

For the three and six months ended June 30, 2025 and 2024, our total lease expense was $ 407,000 , $ 887,000 , $ 475,000 and $ 950,000 , 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 March 31, 2025 (in thousands):

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at June 30, 2025 (in thousands):

Years Ending December 31,

1 unchanged sentence

Present value of lease liabilities (d)

(a) Remaining payments are for the nine-months ending December 31, 2025.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(a) Remaining payments are for the six-months ending December 31, 2025.

(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, 2025.

There were no legally binding minimum lease payments for leases signed but not yet commenced at June 30, 2025.

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 6.0 years and 5.9 % , respectively, at March 31, 2025.

(d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 5.9 years and 5.9 % , respectively, at June 30, 2025.

Acquisitions and Dispositions

7 unchanged sentences

We recorded a $ 19,000 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)

2024 Acquisitions and Dispositions

12 unchanged sentences

Market long-term revenue growth rates

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

for $ 150,000 .

We recorded a $ 20,000 loss on the sale in our other operating (income) expense , net line on our Condensed Consolidated Statement of Operations.

On March 29, 2024, we closed on an agreement to sell WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market to EZ Radio LLC for $ 10,000 .

We recorded a $ 147,000 loss on the sale 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)

On March 22, 2024, we submitted a request to the FCC to cancel our FCC license for KBAI-AM located in our Bellingham, Washington market.

We recorded a $ 800,000 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 2025 and 2024 Acquisitions:

20 unchanged sentences

Pro Forma Results of Operations for Acquisitions (Unaudited)

The following unaudited pro forma results of our operations for the three months ended March 31, 2025 and 2024 assume the 2024 acquisitions occurred as of January 1, 2024.

The following unaudited results of our operations for the three and six months ended June 30, 2025 are actual results and the unaudited proforma results of operations for the three and six months ended June 30, 2024 assume the 2024 acquisitions occurred as of January 1, 2024.

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

(In thousands, except per share data)

Pro forma Consolidated Results of Operations

4 unchanged sentences

Other operating expense (income), net

Operating loss

Operating income (loss)

Interest expense

1 unchanged sentence

Other income, net

Loss before income tax expense

Income (loss) before income tax expense

Income tax (benefit) expense

Loss per share:

An income tax benefit of $ 585,000 was recorded for the three months ended March 31, 2025 compared to an income tax benefit of $ 580,000 for the three months ended March 31, 2024.

The effective tax rate was approximately 27.1 % for the three months ended March 31, 2025 compared to 26.9 % for the three months ended March 31, 2024.

Net income (loss)

Income (loss) per share:

Income tax expense of $ 385,000 was recorded for the three months ended June 30, 2025 compared to $ 955,000 for the three months ended June 30, 2024.

The effective tax rate was approximately 25.4 % for the three months ended June 30, 2025 compared to 27.6 % for the three months ended June 30, 2024.

An income tax benefit of $ 200,000 was recorded for the six months ended June 30, 2025 compared to income tax expense of $ 375,000 for the six months ended June 30, 2024.

The effective tax rate was approximately 30.9 % for the six months ended June 30, 2025 compared to 28.9 % for the six months ended June 30, 2024.

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.

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

On July 4, 2025, new tax law was signed, providing permanent extension for several business tax provisions originally enacted under the Tax Law and Jobs Act.

The Company does not anticipate the change in tax law to have a material impact on its financial statements.

The Company will continue to monitor federal and state-level guidance, including state conformity to these federal tax changes, as further legislative and administrative updates become available.

Stock-Based Compensation

19 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 months ended March 31, 2025 and 2024, respectively.

There were no stock options granted during 2025 or 2024 and there were no stock options outstanding as of March 31, 2025.

therefore, there was no compensation expense related to stock options for the three and six months ended June 30, 2025 and 2024, respectively.

There were no stock options granted during 2025 or 2024 and there were no stock options outstanding as of June 30, 2025.

All outstanding stock options were exercised in 2017.

The following summarizes the restricted stock transactions for the three months ended March 31, 2025:

Outstanding at January 1, 2025

Non-vested and outstanding at March 31, 2025

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

For the three months ended March 31, 2025 and 2024, we had $ 527,000 and $ 453,000 , respectively, of total compensation expense related to restricted stock-based compensation arrangements.

The following summarizes the restricted stock transactions for the six months ended June 30, 2025:

Outstanding at January 1, 2025

Non-vested and outstanding at June 30, 2025

For the three and six months ended June 30, 2025 and 2024, we had $ 603,000 , $ 1,130,000 , $ 520,000 and $ 973,000 , 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, 2025 and 2024 was $ 139,000 and $ 119,000 , respectively.

The associated tax benefit recognized for the three and six months ended June 30, 2025 and 2024 was $ 159,000 , $ 297,000 , $ 137,000 and $ 256,000 , respectively.

Long-Term Debt

3 unchanged sentences

Amounts payable within one year

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.

On December 19, 2022, we entered into the Third Amendment (the “Third Amendment”) to our Credit Facility, (“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.

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.

4 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 ( 4.41 % at March 31, 2025), plus 1 % to 2 % or the base rate plus 0 % to 1 % .

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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 % .

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

1 unchanged sentence

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, 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 have approximately $ 45 million of unused borrowing capacity under the Revolving Credit Facility at both March 31, 2025 and December 31, 2024.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

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

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 2025, the Company’s Board of Directors declared a quarterly cash dividend on its Class A Common Stock.

This dividend totaling approximately $ 1.6 million was paid during the first quarter of 2025.

During 2024, the Company’s Board of Directors declared four quarterly cash dividends and a variable dividend on its Class A Common Stock.

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.

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

The Company currently intends to declare regular quarterly cash dividends as well as variable dividends in accordance with the terms of its variable dividend policy.

1 unchanged sentence

The declaration and payment of any future dividend, whether fixed, special, or based on the variable policy, or the implementation of any stock buyback program will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations, and other pertinent factors.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Other Income and Loss

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

(“BMI”) and recorded a gain of $ 1,133,000 .

The gain on sale of investment is recorded in other (income) expense, net in the Company’s Condensed Consolidated Statement of Operations.

Commitments and Contingencies

4 unchanged sentences

Under the agreement, the Company is responsible to pay the estate’s income tax obligation relating to the payout of the life insurance policy and as such, recorded $ 480,000 in the fourth quarter of 2024 when the transfer of the policy occurred.

The payment was made to the estate on July 31, 2025.

As previously disclosed, the Radio Music Licensing Committee (“RMLC”), of which we are a represented participant entered into an Interim License Agreement with Broadcast Music, Inc.

(“BMI”) that was effective January 1, 2022 and will remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026.

We anticipate that an agreement will be finalized in the 3 rd or 4 th quarter of 2025.

We may incur additional expenses related to that agreement.

It is too early to tell the financial impact of the new agreement.

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