Saga Communications Inc.

08/14/2026 | Press release | Distributed by Public on 08/14/2026 14:02

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Note Regarding Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as "will," "may," "believes," "intends," "expects," "anticipates," "plans," "estimates," "guidance," and similar expressions that are intended to identify forward-looking statements that are not historical facts. These statements are made as of the date of this report or as otherwise indicated, based on current expectations. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise

Future Factors include, among others, changes in national, regional and local economic conditions and advertising demand; shifts in audience behavior and listening habits competition from traditional and non traditional media; including digital, streaming and other online platforms; our ability to attract and retain advertising customers and to maintain or increase advertising rates; adverse changes in interest rates and interest rate relationships; our ability to maintain sufficient liquidity following the repayment and termination of our Credit Agreement; our ability to obtain additional financing on acceptable terms, if needed; and the impact of reduced committed borrowing capacity on our ability to pursue acquisitions, capital allocation initiatives or other strategic opportunities; dependence on key personnel; dependence on key stations and the advertising revenue they generate; U.S. national and local economic conditions or an economic recession; market volatility; demand for our services; the degree of competition by traditional and non-traditional competitors; our ability to successfully integrate acquired stations; regulatory requirements including royalties we pay; variability in political advertising revenue due to election cycles, timing, candidate spending levels, regulatory developments, and advertising demand; our ability to execute our digital strategy, including our ability to deliver measurable outcomes across paid search, display, social and online news offerings; our ability to successfully implement and scale our consumer-journey focus (including "Click, Visit, Call and Search") and to demonstrate value to customers; our ability to maintain and grow our "blended advertising" model and to integrate radio and digital solutions in a manner that is easy for advertisers to adopt; governmental and regulatory policy changes; changes in tax laws; the impact of technological advances; risks associated with cyber-attacks on our computer systems and those of our vendors; the outcomes of contingencies; trends in audience behavior; damage to our reputation resulting from adverse publicity, regulatory actions, litigation, and operational failures, the failure to meet client or listener expectations and other facts; changes in local real estate values; natural disasters; terrorist attacks; geopolitical conflicts, including conflicts in regions where we or our advertisers conduct business, the effects of widespread outbreak of illness or disease, inflation or deflation; increased energy costs; and risk factors described in our annual report on Form 10-K for the year ended December 31, 2025 or elsewhere in this quarterly report. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement.

Introduction

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto of Saga Communications, Inc. and its subsidiaries contained elsewhere herein and the audited financial statements and Management's Discussion and Analysis contained in our annual report on Form 10-K for the year ended December 31, 2025. The following discussion is presented on a consolidated basis.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP), which require us to make estimates, judgments and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures and contingencies. We evaluate estimates used in preparation of our financial statements on a continual basis. There have been no significant changes to our critical accounting policies that are described in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" in our annual report on Form 10-K for the year ended December 31, 2025.

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) to assess our financial performance. For example, we evaluate the performance of our markets based on "station operating income" (operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, impairment of intangible assets and impairment of goodwill). Station operating income is generally recognized by the broadcasting industry as a measure of performance, is used by analysts who report on the performance of the broadcasting industry, and it serves as an indicator of the market value of a group of stations. In addition, we use it to evaluate individual stations, market-level performance, overall operations and as a primary measure for incentive-based compensation of executives and other members of management. Station operating income is not necessarily indicative of amounts that may be available to us for debt service requirements, other commitments, reinvestment or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for our results of operations presented on a GAAP basis. The most directly comparable GAAP measure to station operating income is operating income (loss).

Financial Condition and Results of Operations

General

We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complementary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. We review acquisition opportunities on an ongoing basis.

Radio Stations and Complementary Digital Marketing Services

Our radio stations' primary source of revenue is from the sale of advertising for broadcast on our stations. Depending on the format of a particular radio station, there are a predetermined number of advertisements available to be broadcast each hour.

Most advertising contracts are short-term and generally run for a few weeks only. The majority of our revenue is generated from local advertising, which is sold primarily by each radio market's sales staff. For the six months ended June 30, 2026 and 2025, approximately 90% and 90%, respectively, of our radio stations' gross revenue was from local advertising. To generate national advertising sales, we engage independent advertising sales representative firms that specialize in national sales for each of our broadcast markets.

Our revenue varies throughout the year. Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year. Furthermore, political advertising revenue may fluctuate significantly from period to period and year to year based on election cycles, the timing and competitiveness of races within our markets, and advertiser spending patterns. While gross political revenue was not a significant factor in our results during the first six months of 2026, we expect political advertising to increase in periods that include higher levels of election activity; however, the timing and amount of political revenue is difficult to predict and may vary materially from historical levels. Our gross political revenue for the six months ended June 30, 2026 and 2025 was $725,000 and $321,000, respectively. For the remainder of the year, we have approximately $1.1 million of gross political revenue sold for a total of $1.9 million of gross political revenue sold thus far for the entire year compared to $650,000 for 2025.

Our net operating revenue, station operating expense and operating income varies from market to market based upon each market's rank or size which is based upon population and the available radio advertising revenue in that particular market.

The broadcasting industry and advertising in general is influenced by the state of the overall economy, including unemployment rates, inflation, energy prices and consumer interest rates. Our stations primarily broadcast in small to midsize markets.

Our financial results are dependent on a number of factors, the most significant of which is our ability to generate advertising revenue through rates charged to advertisers. The rates a station is able to charge are, in large part, based on a station's ability to attract audiences in the demographic groups targeted by its advertisers. In a number of our markets, this is measured by periodic reports generated by independent national rating services. In the remainder of our markets it is measured by the results advertisers obtain through the actual running of an advertising schedule. Advertisers measure

these results based on increased demand for their goods or services and/or actual revenues generated from such demand. Various factors affect the rates a station can charge, including the general strength of the local and national economies, population growth, ability to provide popular programming, local market competition, target marketing capability of radio compared to other advertising media, and signal strength.

When we acquire and/or begin to operate a station or group of stations we generally increase programming and advertising and promotion expenses to increase our share of our target demographic audience. Our strategy sometimes requires levels of spending commensurate with the revenue levels we plan on achieving in two to five years. During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations is increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired station or group of stations.

The number of advertisements that can be broadcast without jeopardizing listening levels (and the resulting ratings) is limited in part by the format of a particular radio station. Our stations strive to maximize revenue by constantly managing the number of commercials available for sale and adjusting prices based upon local market conditions and ratings. While there may be shifts from time to time in the number of advertisements broadcast during a particular time of day, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year. Any change in our revenue, with the exception of those instances where stations are acquired or sold, is generally the result of inventory sell-out ratios and pricing adjustments, which are made to ensure that the station efficiently utilizes available inventory.

Our radio stations employ a variety of programming formats. We periodically perform market research, including music evaluations, focus groups and strategic vulnerability studies. Because reaching a large and demographically attractive audience is crucial to a station's financial success, we endeavor to develop strong listener loyalty. Our stations also employ audience promotions to further develop and secure a loyal following. We believe that the diversification of formats on our radio stations helps to insulate us from the effects of changes in musical tastes of the public on any particular format.

The primary operating expenses involved in owning and operating radio stations are employee salaries and related benefits costs, sales commissions, programming expenses, depreciation, and advertising and promotion expenses.

The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services. These new technologies and media are gaining advertising share against radio and other traditional media.

The advertising industry continues to evolve as businesses increasingly utilize multiple media channels to reach consumers. In response to these industry trends, we have expanded the range of advertising solutions offered to our clients to include both broadcast radio advertising and complementary digital marketing services.

We continue to execute Saga's digital strategy focused on the consumer journey. Our integrated (or "blended") advertising approach allows advertisers to combine the reach and audience engagement of radio with digital advertising tools that enable more targeted consumer engagement and campaign measurement. These services include paid search advertising, targeted digital display advertising, streaming advertising, social media advertising, online video advertising, website-based advertising, on-line news services and other related digital marketing services.

Paid search advertising campaigns are designed to reach consumers actively searching for products or services. Targeted digital display advertising campaigns are delivered through programmatic advertising platforms and allow advertisers to reach audiences based on geographic location, behavioral attributes, contextual relevance and other targeting parameters. Most of our radio stations are able to be streamed on third party music platforms and our customers advertise between songs played on the streaming service. Additionally, we have online news sites, where advertisers place web banners that link to the client's website and other e-commerce initiatives. Performance within these digital product categories may vary based on consumer behavior, advertiser demand, and the effectiveness of our sales execution. We consider these categories part of our broader digital strategy to provide advertisers with measurable outcomes across multiple touchpoints in the consumer journey. For the six months ended June 30, 2026 and 2025, approximately 19% and 14%, respectively, of our radio stations' gross revenue was from digital advertising.

Our digital advertising services are supported by a centralized team of digital implementation specialists who work in conjunction with local market personnel to execute and optimize campaigns. Campaign performance is monitored throughout the duration of the advertising schedule and clients are generally provided periodic reports which may include impressions, clicks, website visits, calls generated and other campaign performance indicators. As part of our digital transformation strategy, we focus on a blended approach that combines broadcast radio with complementary digital products, including paid search and targeted digital display, to support the consumer journey. In evaluating progress, we monitor key operating metrics such as (i) growth in paid search and targeted display activity, (ii) the number of advertising accounts that purchase blended campaigns and related client retention, and (iii) changes in local direct advertising activity associated with blended campaigns. These operating metrics are intended to provide insight into our execution and adoption of our blended strategy, and may be influenced by factors such as overall advertising demand, our ability to train and retain personnel, competition, and client budget allocations.

Our digital advertising services rely on a number of third-party technology platforms and advertising exchanges, including major search, social media and programmatic advertising providers. Changes in the policies, technologies or pricing structures of these platforms could affect the manner in which digital advertising services are delivered.

We expect the use of integrated advertising strategies combining broadcast and digital media to continue evolving as advertisers seek broader reach, targeted messaging and measurable marketing outcomes.

We also continue to evaluate opportunities to increase operating efficiencies through technology and automation, including the use of artificial intelligence in certain content and operational workflows, where appropriate, to support efficiency and scalability.

During the six months ended June 30, 2026 and 2025 and the twelve months ended December 31, 2025 and 2024, our Charleston, South Carolina; Columbus, Ohio; Milwaukee, Wisconsin; Norfolk, Virginia; and Portland, Maine markets, when combined, represented approximately 36%, 35%, 34% and 36%, respectively, of our consolidated net operating revenue. An adverse change in any of these radio markets or our relative market position in those markets could have a significant impact on our operating results as a whole.

The following table describes the percentage of our consolidated net operating revenue represented by each of these markets:

Percentage of Consolidated

Percentage of Consolidated

Net Operating Revenue for

Net Operating Revenue

the Six Months Ended

for the Years Ended

June 30,

December 31,

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2025

​ ​ ​

2024

​ ​ ​

Market:

​ ​ ​

Charleston, South Carolina

7

%

6

%

6

%

6

%

Columbus, Ohio

7

%

7

%

7

%

8

%

Milwaukee, Wisconsin

11

%

12

%

11

%

12

%

Norfolk, Virginia

5

%

5

%

5

%

5

%

Portland, Maine

6

%

5

%

5

%

5

%

During the six months ended June 30, 2026 and 2025 and the twelve months ended December 31, 2025 and 2024, the radio stations in our five largest markets, when combined, represented approximately 52%, 44%, 39% and 40%, respectively, of our consolidated station operating income. The following table describes the percentage of our consolidated station operating income represented by each of these markets:

Percentage of Consolidated

Percentage of Consolidated

Station Operating Income (*)

Station Operating Income(*)

for the Six Months Ended

for the Years Ended

June 30,

December 31,

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2025

​ ​ ​

2024

​ ​ ​

Market:

Charleston, South Carolina

13

%

8

%

8

%

7

%

Columbus, Ohio

(6)

%

3

%

1

%

5

%

Milwaukee, Wisconsin

30

%

22

%

19

%

17

%

Norfolk, Virginia

-

%

4

%

4

%

5

%

Portland, Maine

15

%

7

%

7

%

6

%

*

Station operating income is operating income adjusted for corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, impairment of goodwill and impairment of intangible assets (a non-GAAP measure). Markets may reflect negative percentages when station operating income is negative.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Results of Operations

The following table summarizes our results of operations for the three months ended June 30, 2026 and 2025.

Three Months Ended

June 30,

$ Increase

% Increase

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

(Decrease)

​ ​ ​

(Decrease)

(In thousands, except percentages and per share information)

Net operating revenue

$

26,402

$

28,229

$

(1,827)

(6.5)

%

Station operating expenses

23,436

22,226

1,210

5.4

%

Corporate general and administrative

2,676

3,074

(398)

(12.9)

%

Depreciation and amortization

1,184

1,267

(83)

(6.6)

%

(Gain) loss on sale of assets, net

(1,517)

253

(1,770)

N/M

Operating income

623

1,409

(786)

(55.8)

%

Interest expense

92

107

(15)

(14.0)

%

Interest income

(578)

(210)

(368)

N/M

Other income

(1)

(1)

-

N/M

Income before income tax expense

1,110

1,513

(403)

(26.6)

%

Income tax (benefit) expense

Current

-

510

(510)

(100.0)

%

Deferred

150

(125)

275

(220.0)

%

150

385

(235)

(61.0)

%

Net income

$

960

$

1,128

$

(168)

(14.9)

%

Income per share (diluted)

$

0.15

$

0.18

$

(0.03)

(16.7)

%

N/M = Not Meaningful

For the three months ended June 30, 2026, consolidated net operating revenue was $26,402,000 compared with $28,229,000 for the three months ended June 30, 2025, a decrease of $1,827,000 or 6.5%. The decrease in revenue was primarily a result of decreases in gross national revenue of $635,000 and gross local revenue of $2,060,000, partially offset by an increase in political revenue of $400,000 and digital revenue of $700,000, from the second quarter of 2025. The decrease in gross national revenue is primarily due to decreases at our Columbus, Ohio; Milwaukee, Wisconsin, and Norfolk, Virginia markets partially offset by an increase at our Des Moines, Iowa market. The decrease in gross local revenues was attributable to decreases at our Charleston, South Carolina; Milwaukee, Wisconsin, and Ocala, Florida markets partially offset by an increase in our Springfield, Massachusetts market. The gross political revenue increased due to an increase in the number of national, state and local elections. The increase in gross digital revenue is primarily due to an increase in our digital services revenue of $1,041,000, which is comprised of search, display, OTT/CTV campaigns, social media campaigns, best of digital, search engine optimization, and managed email; and an increase in mobile streaming, partially offset by a decline in streaming revenue and online news revenue of $427,000.

Station operating expense was $23,436,000 for the three months ended June 30, 2026, compared with $22,226,000 for the three months ended June 30, 2025, an increase of $1,210,000 or 5.4%. The increase is related to increases in digital service expenses, compensation related expenses and tower lease expenses of $525,000, $300,000 and $309,000, respectively, from the second quarter of 2025. The increases in digital services expenses relates to the cost of digital service products associated with the increase in digital services revenue. For 2026, we expect our compensation expenses to increase approximately $800,000 to cover the investment we are making in our digital fulfillment team and digital campaign managers, of which $210,000 occurred in the second quarter of 2026. We are also investing in local sales managers at several of our markets, which we expense to increase station operating expense approximately $615,000 in 2026, of which $146,000 occurred in the second quarter of 2026. Additionally, as a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our tower lease expense has increased. This tower lease expense is non-cash expense and is partially offset by non-cash interest income. We expect our non-cash tower lease expense to be approximately $154,000 per quarter and $615,000 per year. The increase in the second quarter of 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction.

We had an operating income for the three months ended June 30, 2026 of $623,000 compared to $1,409,000 for the three months ended June 30, 2025, a decrease of $786,000. The decrease in operating income was the result of a decrease in net operating revenue, and an increase in station operating expenses noted above, partially offset by an increase in gain on sale of assets of $1,770,000, a decrease in corporate general and administrative expenses of $398,000 and a decrease in depreciation and amortization of $83,000. The decrease in corporate general and administrative expenses was primarily due to decreases in legal expenses of $194,000, consulting and audit related expenses of $153,000 and additional expenses related to shareholder activism and a potential proxy contest of $89,000 in 2025. The decrease in depreciation and amortization is primarily attributable to a reduction in assets as a result of the tower sales described in Note 13. In the second quarter of 2026, we recorded a gain on sale of fixed assets of $1,517,000 compared to a loss on sale of fixed assets of $253,000 in the second quarter of 2025. As described in Note 12, as part of the Company's previously disclosed capital allocation plan to sell non-core assets, the Company's sold a property in Sarasota, Florida and closed on the sale of the final tower in the sale-leaseback transaction described in Note 13.

We generated net income of $960,000 ($0.15 per share on a fully diluted basis) during the three months ended June 30, 2026, compared to $1,128,000 ($0.18 per share on a fully diluted basis) for the three months ended June 30, 2025, a decrease of $168,000. The decrease in net income is primarily due to the decrease in operating income, described above partially offset by an increase in interest income of $368,000, and a decrease in income tax expense of $235,000. As a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our interest income has increased. This interest income is non-cash and is partially offset by non-cash tower lease expense noted above. We expect our non-cash interest income to be approximately $127,000 per quarter and $508,000 for the entire year of 2026. The increase in the second quarter of 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction. The decrease in our income tax expense is due to lower income before income tax expense from the second quarter of 2025.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Results of Operations

The following table summarizes our results of operations for the six months ended June 30, 2026 and 2025.

Six Months Ended

June 30,

$ Increase

% Increase

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

(Decrease)

​ ​ ​

(Decrease)

(In thousands, except percentages and per share information)

Net operating revenue

$

49,269

$

52,441

$

(3,172)

(6.0)

%

Station operating expenses

45,448

44,189

1,259

2.8

%

Corporate general and administrative

5,652

6,241

(589)

(9.4)

%

Depreciation and amortization

2,358

2,593

(235)

(9.1)

%

(Gain) loss on sale of assets, net

(1,550)

307

(1,857)

N/M

Operating loss

(2,639)

(889)

(1,750)

(196.9)

%

Interest expense

183

214

(31)

(14.5)

%

Interest income

(812)

(432)

(380)

88.0

%

Other income

(56)

(24)

(32)

133.3

%

Loss before income tax expense

(1,954)

(647)

(1,307)

(202.0)

%

Income tax (benefit) expense

Current

75

(160)

235

(146.9)

%

Deferred

(595)

(40)

(555)

(1,387.5)

%

(520)

(200)

(320)

160.0

%

Net loss

$

(1,434)

$

(447)

$

(987)

(220.8)

%

Loss per share (diluted)

$

(0.23)

$

(0.07)

$

(0.16)

(228.6)

%

N/M = Not Meaningful

For the six months ended June 30, 2026, consolidated net operating revenue was $49,269,000 compared with $52,441,000 for the six months ended June 30, 2025, a decrease of $3,172,000 or 6.0%. The decrease in revenue was primarily a result of decreases in gross national revenue of $882,000, gross local revenue of $3,777,000 and non-spot revenue of $432,000, partially offset by an increase in gross digital revenue of $1,579,000 and a decrease in agency commissions of $415,000, from 2025. The decrease in gross national revenue is primarily due to decreases at our Columbus, Ohio; Norfolk, Virginia and Milwaukee, Wisconsin markets partially offset by an increase at our Jonesboro, Arkansas market. The decrease in gross local revenues was attributable to decreases at our Charleston, South Carolina; Des Moines, Iowa; Milwaukee, Wisconsin and Ocala, Florida markets partially offset by an increase at our Springfield, Massachusetts market. The decrease in non-spot revenue is due to decreases at our Charleston, South Carolina and Ithaca, New York markets. The increase in gross digital revenue is primarily due to an increase in our digital services revenue of $2,118,000, which is comprised of display, search, OTT/CTV campaigns, social media campaigns, best of digital, search engine optimization, and managed email; and an increase in mobile streaming, partially offset by a decline in streaming revenue and online news revenue of $718,000. The decrease in agency commissions is due to the decrease in national and local agency revenue.

Station operating expense was $45,448,000 for the six months ended June 30, 2026, compared with $44,189,000 for the six months ended June 30, 2025, an increase of $1,259,000 or 2.8%. The increase is related to increases in digital service expenses, tower lease expenses, legal expenses and utilities of $1,048,000, $303,000, $157,000 and $112,000, respectively, from 2025. The increases in digital services expenses relates to the cost of digital service products associated with the increase in digital services revenue. Additionally, as a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our tower lease expense has increased. This tower lease expense is non-cash expense and is partially offset by non-cash interest income. We expect our non-cash tower lease expense to be approximately $154,000 per quarter and $615,000 per year. The increase in 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction.

We had an operating loss for the six months ended June 30, 2026, of $2,639,000 compared to $889,000 for the six months ended June 30, 2025, a decrease of $1,750,000. The decrease in operating income was the result of a decrease in

net operating revenue, and an increase in station operating expenses noted above, partially offset by a decrease in corporate general and administrative expenses of $588,000, a decrease in depreciation and amortization of $235,000, and an increase in the gain on sale of assets of $1,857,000. The decrease in corporate general and administrative expenses was primarily due to decreases in legal expenses of $199,000, consulting and audit related expenses of $187,000, travel expenses of $109,000 and additional expenses related to shareholder activism and a potential proxy contest of $199,000, partially offset by an increase in compensation related expenses of $93,000 in 2025. The decrease in depreciation and amortization is primarily attributable to a reduction in assets as a result of the tower sales described in Note 13. In 2026, we recorded a gain on sale of fixed assets of $1,550,000 compared to a loss on sale of fixed assets of $307,000 in 2025. As described in Note 12, as part of the Company's previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Sarasota, Florida, another property in Springfield, Massachusetts and closed on the sale of the final tower in the sale-leaseback transaction described in Note 13.

We generated a net loss of $1,434,000 ($ (0.23) per share on a fully diluted basis) during the six months ended June 30, 2026, compared to $447,000 ($ (0.07) per share on a fully diluted basis) for the six months ended June 30, 2025, a decrease of $987,000. The decrease in net income is primarily due to the decrease in operating income, described above and an increase in income tax benefit of $320,000 partially offset by a decrease in interest expense of $32,000 and an increase in interest income of $380,000. As a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our interest income has increased. This interest income is non-cash and is partially offset by non-cash tower lease expense noted above. We expect our non-cash interest income to be approximately $127,000 per quarter and $508,000 for the entire year of 2026. The increase in 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction. The increase in our income tax benefit was primarily due to a higher loss before income tax benefit for the comparable period.

Liquidity and Capital Resources

Debt Arrangements and Debt Service Requirements

In connection with the Sale Leaseback Transaction described in note 13 to the accompanying consolidated financial statements, the Company entered into a Fourth Amendment ("Fourth Amendment") to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the "Lenders"), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders ("Agent"), (i) reducing the aggregate amount of the Lender's revolving commitments from $50,000,000 to $40,000,000, and (ii) releasing the Agent's security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral (the borrowing arrangement governed by the Credit Agreement). Previously, on December 19, 2022, we entered into a Third Amendment to our Credit Agreement, (the "Third Amendment"), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (collectively, the "Lenders"), established an interest rate equal to the secured overnight financing rate ("SOFR") as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base, and increased the basis points.

We had $5.0 million of borrowings outstanding under the Credit Agreement at both June 30, 2026 and December 31, 2025, which borrowings were incurred in connection with our Lafayette acquisition. As of June 30, 2026, we also had approximately $35.0 million of unused borrowing capacity under the Credit Agreement. However, as of June 30, 2026, we were not in compliance with the Credit Agreement's minimum fixed charge coverage ratio covenant.

Subsequent to June 30, 2026, after evaluating our cash position, short-term investments, expected operating cash flows and anticipated liquidity needs, we determined to repay all outstanding borrowings under the Credit Agreement and terminate the facility. On August 6, 2026, we repaid the outstanding $5.0 million principal balance, together with all accrued and unpaid interest and other amounts payable in connection therewith. On August 11, 2026, we terminated the Credit Agreement. The Credit Agreement contained a number of financial covenants which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances. Following such termination, we no longer have borrowing availability under the Credit Agreement.

Sources and Uses of Cash

During the six months ended June 30, 2026 and 2025, we had net cash used in operating activities of $1,277,000 and net cash provided by operating activities of $2,119,000, respectively. The change in cash from operating activities is primarily due to the increase in the net loss, increase in gain on sale of assets and the change in operating lease assets and liabilities. We believe that our existing cash and cash equivalents, short-term investments and cash flow from operations will be sufficient to fund our current operating requirements, anticipated capital expenditures and dividend payments for at least the next twelve months. However, the termination of the Credit Agreement reduces our available sources of committed liquidity, and any future acquisitions, share repurchases, special dividends or other capital allocation initiatives may require cash on hand, cash generated from operations, proceeds from asset sales or new debt or equity financing, which may not be available on acceptable terms, or at all.

In March 2013, our Board of Directors authorized an increase to our Stock Buy-Back Program (the "Buy Back Program") to allow us to purchase up to $75.8 million of our Class A Common Stock. From its inception in 1998 through June 30, 2026, we have repurchased 2.4 million shares of our Class A Common Stock for $60.6 million. During the six months ended June 30, 2026, approximately 1,067 shares were retained for payment of withholding taxes for approximately $13,000 related to the vesting of restricted stock. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.

Our capital expenditures, exclusive of acquisitions, for the six months ended June 30, 2026 were $2,041,000 ($2,010,000 for the six months ended June 30, 2025). We anticipate capital expenditures in 2026 to be approximately $3.0 million to $3.5 million, which we expect to finance through funds generated from operations.

During the first quarter of 2026, as part of the Company's previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Springfield, Massachusetts for approximately $460,000. As a result of the sale, the Company recorded a gain of approximately $80,000, which is recorded in other operating (income) expense, net in the Company's Condensed Consolidated Statement of Operations.

During the second quarter of 2026, as part of the Company's previously disclosed capital allocation plan to sell non-core assets, the Company sold a property in Sarasota, Florida for approximately $1.7 million. As a result of the sale, the Company recorded a gain of approximately $1.1 million, which is recorded in other operating (income) expense net in the Company's Condensed Consolidated Statement of Operations.

During the six months ended June 30, 2026, the Company's Board of Directors have declared two quarterly cash dividends on its Class A Common Stock. These dividends totaling $0.50 per share and approximately $3.2 million were paid as of June 30, 2026.

During the six months ended June 30, 2025, the Company's Board of Directors declared two quarterly cash dividends on its Class A Common Stock. These dividends totaling $0.50 per share and approximately $3.2 million were paid during 2025.

Summary Disclosures About Contractual Obligations and Commercial Commitments

We have future cash obligations under various types of contracts, including the terms of our operating leases, programming contracts, employment agreements, and other operating contracts. For additional information concerning our future cash obligations see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Summary Disclosures About Contractual Obligations" in our annual report on Form 10-K for the year ended December 31, 2025.

We anticipate that our contractual cash obligations will be financed through cash on hand, short-term investments, funds generated from operations, proceeds from asset sales, future financing arrangements, if available, or a combination thereof.

Recent Accounting Pronouncements

Recent accounting pronouncements are described in Note 2 to the accompanying financial statements.

Inflation

The impact of inflation on our operations has not been significant to date. We are, however, starting to see the effects of higher inflation starting to impact costs of most goods and services. There can be no assurance that a high rate of inflation in the future would not have an adverse effect on our operations.

Saga Communications Inc. published this content on August 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 14, 2026 at 20:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]