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What changed in SAGA COMMUNICATIONS INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SAGA COMMUNICATIONS INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+258 added−239 removedSource: 10-K (2026-04-14) vs 10-K (2025-03-31)

Top changes in SAGA COMMUNICATIONS INC's 2025 10-K

258 paragraphs added · 239 removed · 165 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

71 edited+45 added−34 removed114 unchanged
Biggest changeRadio markets that are not Nielsen Audio rated are determined by analysis of the broadcast coverage contours of the radio stations involved. ​ Under the Communications Act, and the FCC’s “Local Radio Ownership Rule,” we are permitted to own radio stations (without regard to the audience shares of the stations) based upon the number of full-power commercial and NCE radio stations in the relevant radio market as follows: ​ ​ ​ ​ Number of Stations ​ In Radio Market Number of Stations We Can Own ​ ​ ​ 14 or Fewer Total of 5 stations, not more than 3 in the same service (AM or FM), except the Company cannot own more than 50% of the stations in the market. 15-29 Total of 6 stations, not more than 4 in the same service (AM or FM). 30-44 Total of 7 stations, not more than 4 in the same service (AM or FM). 45 or More Total of 8 stations, not more than 5 in the same service (AM or FM). ​ ​ 11 Table of Contents The FCC is required by the Telecommunications Act of 1996 to review its media ownership rules every four years to determine whether they remain “necessary in the public interest as the result of competition.” The FCC’s 2010/2014 Quadrennial Review Order on Reconsideration , 32 FCC Rcd 9802 (2017), modified the FCC’s media ownership rules by: (1) eliminating the newspaper/broadcast cross-ownership and radio/television cross-ownership rules; (2) revising the local television ownership rule by eliminating the “eight voices” test and permitting applicants to seek the combination of two top-four ranked stations in a given market on a case-by-case basis; and (3) deeming joint sales agreements between television stations to be non-attributable.
Biggest changeThe FCC considers each petition seeking a waiver of the Local Radio Ownership Rule on a case-by-case basis. ​ The FCC is required by the Telecommunications Act of 1996 to review its media ownership rules every four years to determine whether they remain “necessary in the public interest as the result of competition.” The FCC’s 2010/2014 Quadrennial Review Order on Reconsideration , 32 FCC Rcd 9802 (2017), modified the FCC’s media ownership rules by: (1) eliminating the newspaper/broadcast cross-ownership and radio/television cross-ownership rules; (2) revising the local television ownership rule by eliminating the “eight voices” test and permitting applicants to seek the combination of two top-four ranked stations in a given market on a case-by-case basis; and (3) deeming joint sales agreements between television stations to be non-attributable.
The Company is current in the payment of regulatory fees to the FCC. ​ 7 Table of Contents The following table sets forth information about our radio stations, including the markets they serve, their format, and the FCC class of each of the broadcast stations that we own or operate with an attributable interest and the date on which each such station’s FCC license expires: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of Station Market (1) Format Class (2) FCC Authorization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FM: ​ ​ WOXL Asheville, NC Hot Adult Contemporary ​ C2 ​ December 1, 2027 ​ WTMT Asheville, NC Classic Rock ​ C2 ​ December 1, 2027 ​ KISM Bellingham, WA Classic Rock ​ C ​ February 1, 2030 ​ KAFE Bellingham, WA Adult Contemporary ​ C ​ February 1, 2030 ​ WRSY Brattleboro, VT Adult Album Alternative ​ A ​ April 1, 2030 ​ WKVT Brattleboro, VT Classic Hits ​ A ​ April 1, 2030 ​ WQEL Bucyrus, OH Classic Rock ​ A ​ October 1, 2028 ​ WLRW Champaign, IL Hot Adult Contemporary ​ B ​ December 1, 2028 ​ WIXY Champaign, IL Country ​ B1 ​ December 1, 2028 ​ WREE Champaign, IL Classic Hits ​ B1 ​ December 1, 2028 ​ WYXY Champaign, IL Classic Country ​ B ​ December 1, 2028 ​ WAVF Charleston, SC Adult Variety Hits ​ C ​ December 1, 2027 ​ WCKN Charleston, SC Country ​ C1 ​ December 1, 2027 ​ WMXZ Charleston, SC Hot Adult Contemporary ​ C2 ​ December 1, 2027 ​ WXST Charleston, SC Urban Adult Contemporary ​ C1 ​ December 1, 2027 ​ WWWV Charlottesville, VA Classic Rock ​ B ​ October 1, 2027 ​ WQMZ Charlottesville, VA Adult Contemporary ​ A ​ October 1, 2027 ​ WCNR Charlottesville, VA Adult Album Alternative ​ A ​ October 1, 2027 ​ WCVL Charlottesville, VA Country ​ A ​ October 1, 2027 ​ WCVQ Clarksville, TN/Hopkinsville, KY Hot Adult Contemporary ​ C1 ​ August 1, 2028 ​ WZZP Clarksville, TN/Hopkinsville, KY Rock ​ A ​ August 1, 2028 ​ WVVR Clarksville, TN/Hopkinsville, KY Country ​ C0 ​ August 1, 2028 ​ WRND Clarksville, TN/Hopkinsville, KY Classic Hits ​ A ​ August 1, 2028 ​ WSNY Columbus, OH Adult Contemporary ​ B ​ October 1, 2028 ​ WNNP Columbus, OH Classic Hits ​ A ​ October 1, 2028 ​ WNND Columbus, OH Classic Hits ​ A ​ October 1, 2028 ​ WVMX Columbus, OH Hot Adult Contemporary ​ A ​ October 1, 2028 ​ WLVQ Columbus, OH Classic Rock ​ B ​ October 1, 2028 ​ KSTZ Des Moines, IA Hot Adult Contemporary ​ C ​ February 1, 2029 ​ KIOA Des Moines, IA Classic Hits ​ C1 ​ February 1, 2029 ​ KAZR Des Moines, IA Rock ​ C1 ​ February 1, 2029 ​ KOEZ Des Moines, IA Soft Adult Contemporary ​ C1 ​ February 1, 2029 ​ WHAI Greenfield, MA Adult Contemporary ​ A ​ April 1, 2030 ​ WPVQ Greenfield, MA Country ​ A ​ April 1, 2030 ​ WMQR Harrisonburg, VA Hot Adult Contemporary ​ B1 ​ October 1, 2027 ​ WQPO Harrisonburg, VA Contemporary Hits ​ B ​ October 1, 2027 ​ WSIG Harrisonburg, VA Classic Country ​ B1 ​ October 1, 2027 ​ WWRE Harrisonburg, VA Classic Hits ​ A ​ October 1, 2027 ​ WOEZ Hilton Head Island, SC Soft Adult Contemporary ​ C3 ​ December 1, 2027 ​ WLHH Hilton Head Island, SC Classic Hits ​ C3 ​ December 1, 2027 ​ WVSC Hilton Head Island, SC Adult Variety Hits ​ C3 ​ December 1, 2027 ​ WYXL Ithaca, NY Adult Contemporary ​ B ​ June 1, 2030 ​ WQNY Ithaca, NY Country ​ B ​ June 1, 2030 ​ WIII Ithaca, NY Classic Rock ​ B ​ June 1, 2030 ​ WFIZ Ithaca, NY Contemporary Hits ​ A ​ June 1, 2030 ​ ​ 8 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station Market (1) Format Class (2) FCC Authorization ​ KEGI Jonesboro, AR Classic Rock ​ C2 ​ June 1, 2028 ​ KDXY Jonesboro, AR Country ​ C3 ​ June 1, 2028 ​ KJBX Jonesboro, AR Adult Contemporary ​ C3 ​ June 1, 2028 ​ WKNE Keene, NH Hot Adult Contemporary ​ B ​ April 1, 2030 ​ WSNI Keene, NH Adult Contemporary ​ A ​ April 1, 2030 ​ WINQ Keene, NH Country ​ A ​ April 1, 2030 ​ WASK ​ Lafayette, IN ​ Classic Hits ​ A ​ August 1, 2028 ​ WKHY ​ Lafayette, IN ​ Rock ​ B ​ August 1, 2028 ​ WKOA ​ Lafayette, IN ​ Country ​ A ​ August 1, 2028 ​ WXXB ​ Lafayette, IN ​ Contemporary Hits ​ A ​ August 1, 2028 ​ WZID Manchester, NH Adult Contemporary ​ B ​ April 1, 2030 ​ WMLL Manchester, NH Country ​ A ​ April 1, 2030 ​ WKLH Milwaukee, WI Classic Rock ​ B ​ December 1, 2028 ​ WHQG Milwaukee, WI Rock ​ B ​ December 1, 2028 ​ WRXS Milwaukee, WI Oldies ​ A ​ December 1, 2028 ​ WJMR Milwaukee, WI Urban Adult Contemporary ​ A ​ December 1, 2028 ​ KMIT Mitchell, SD Country ​ C1 ​ April 1, 2029 ​ KUQL Mitchell, SD Classic Hits ​ C1 ​ April 1, 2029 ​ WNOR Norfolk, VA Rock ​ B ​ October 1, 2027 ​ WAFX Norfolk, VA Classic Rock ​ C ​ October 1, 2027 ​ WOGK Ocala, FL Country ​ C0 ​ February 1, 2028 ​ WYND Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WNDD Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WRSI Northampton, MA Adult Album Alternative ​ A ​ April 1, 2030 ​ WPOR Portland, ME Country ​ B ​ April 1, 2030 ​ WCLZ Portland, ME Adult Album Alternative ​ B ​ April 1, 2030 ​ WMGX Portland, ME Hot Adult Contemporary ​ B ​ April 1, 2030 ​ WYNZ Portland, ME Classic Hits ​ B1 ​ April 1, 2030 ​ KICD Spencer, IA Country ​ C1 ​ February 1, 2029 ​ KMRR Spencer, IA Adult Contemporary ​ C3 ​ February 1, 2029 ​ WLZX Springfield, MA Rock ​ A ​ April 1, 2030 ​ WAQY Springfield, MA Classic Rock ​ B ​ April 1, 2030 ​ WYMG Springfield, IL Classic Rock ​ B ​ December 1, 2028 ​ WLFZ Springfield, IL Country ​ B ​ December 1, 2028 ​ WDBR Springfield, IL Contemporary Hits ​ B ​ December 1, 2028 ​ WTAX Springfield, IL News/Talk ​ B1 ​ December 1, 2028 ​ WNAX Yankton, SD Country ​ C1 ​ April 1, 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AM: ​ ​ ​ ​ ​ ​ ​ ​ ​ WISE Asheville, NC Sports/Talk ​ B ​ December 1, 2027 ​ KGMI Bellingham, WA News/Talk ​ B ​ February 1, 2030 ​ KPUG Bellingham, WA Sports/Talk ​ B ​ February 1, 2030 ​ WINQ Brattleboro, VT Country ​ C ​ April 1, 2030 ​ WBCO Bucyrus, OH Classic Country ​ D ​ October 1, 2028 ​ WSPO Charleston, SC Gospel ​ B ​ December 1, 2027 ​ WINA Charlottesville, VA News/Talk ​ B ​ October 1, 2027 ​ WQEZ Clarksville, TN/Hopkinsville, KY Soft Adult Contemporary ​ D ​ August 1, 2028 ​ WKFN Clarksville, TN/Hopkinsville, KY Sports/Talk ​ D ​ August 1, 2028 ​ ​ ​ ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station Market (1) Format Class (2) FCC Authorization ​ WNZE ​ Clarksville, TN ​ News/Talk ​ C ​ August 1, 2028 ​ KRNT Des Moines, IA Sports/Talk ​ B ​ February 1, 2029 ​ KPSZ Des Moines, IA Christian ​ B ​ February 1, 2029 ​ WIZZ Greenfield, MA Oldies ​ D ​ April 1, 2030 ​ WSVA Harrisonburg, VA News/Talk ​ B ​ October 1, 2027 ​ WHBG Harrisonburg, VA Sports/Talk ​ D ​ October 1, 2027 ​ WHCU Ithaca, NY News/Talk ​ B ​ June 1, 2030 ​ WNYY Ithaca, NY Oldies ​ B ​ June 1, 2030 ​ WKBK Keene, NH News/Talk ​ B ​ April 1, 2030 ​ WZBK Keene, NH Classic Hits ​ D ​ April 1, 2030 ​ WASK ​ Lafayette, IN ​ Sports/Talk ​ C ​ August 1, 2028 ​ WFEA Manchester, NH News/Talk ​ B ​ April 1, 2030 ​ WJOI Milwaukee, WI Christian ​ C ​ December 1, 2028 ​ WHMP Northampton, MA News/Talk ​ C ​ April 1, 2030 ​ WGAN Portland, ME News/Talk ​ B ​ April 1, 2030 ​ WZAN Portland, ME Classic Country ​ B ​ April 1, 2030 ​ WBAE Portland, ME Soft Adult Contemporary ​ C ​ April 1, 2030 ​ WVAE Portland, ME Soft Adult Contemporary ​ C ​ April 1, 2030 ​ KICD Spencer, IA News/Talk ​ C ​ February 1, 2029 ​ WLZX Springfield, MA Rock ​ D ​ April 1, 2030 ​ WTAX Springfield, IL News/Talk ​ C ​ December 1, 2028 ​ WNAX Yankton, SD News/Talk ​ B ​ April 1, 2029 ​ (1) Some stations are licensed to a different community located within the market that they serve.
The Company is current in the payment of regulatory fees to the FCC. ​ 8 Table of Contents The following table sets forth information about our radio stations, including the markets they serve, their format, and the FCC class of each of the broadcast stations that we own or operate with an attributable interest and the date on which each such station’s FCC license expires: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ ​ ​ Station ​ ​ Market (1) ​ ​ Format ​ ​ ​ Class (2) ​ ​ ​ FCC Authorization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FM: ​ ​ ​ ​ ​ WOXL Asheville, NC Hot Adult Contemporary ​ C2 ​ December 1, 2027 ​ WTMT Asheville, NC Classic Rock ​ C2 ​ December 1, 2027 ​ KISM Bellingham, WA Classic Rock ​ C ​ February 1, 2030 ​ KAFE Bellingham, WA Adult Contemporary ​ C ​ February 1, 2030 ​ WRSY Brattleboro, VT Adult Album Alternative ​ A ​ April 1, 2030 ​ WKVT Brattleboro, VT Classic Hits ​ A ​ April 1, 2030 ​ WQEL Bucyrus, OH Classic Rock ​ A ​ October 1, 2028 ​ WLRW Champaign, IL Hot Adult Contemporary ​ B ​ December 1, 2028 ​ WIXY Champaign, IL Country ​ B1 ​ December 1, 2028 ​ WREE Champaign, IL Classic Hits ​ B1 ​ December 1, 2028 ​ WYXY Champaign, IL Classic Country ​ B ​ December 1, 2028 ​ WAVF Charleston, SC Adult Variety Hits ​ C ​ December 1, 2027 ​ WCKN Charleston, SC Country ​ C1 ​ December 1, 2027 ​ WMXZ Charleston, SC Hot Adult Contemporary ​ C2 ​ December 1, 2027 ​ WXST Charleston, SC Urban Adult Contemporary ​ C1 ​ December 1, 2027 ​ WWWV Charlottesville, VA Classic Rock ​ B ​ October 1, 2027 ​ WQMZ Charlottesville, VA Adult Contemporary ​ A ​ October 1, 2027 ​ WCNR Charlottesville, VA Adult Album Alternative ​ A ​ October 1, 2027 ​ WCVL Charlottesville, VA Country ​ A ​ October 1, 2027 ​ WCVQ Clarksville, TN/Hopkinsville, KY Hot Adult Contemporary ​ C1 ​ August 1, 2028 ​ WZZP Clarksville, TN/Hopkinsville, KY Active Rock ​ A ​ August 1, 2028 ​ WVVR Clarksville, TN/Hopkinsville, KY Country ​ C0 ​ August 1, 2028 ​ WRND Clarksville, TN/Hopkinsville, KY Classic Hits ​ A ​ August 1, 2028 ​ WSNY Columbus, OH Adult Contemporary ​ B ​ October 1, 2028 ​ WNNP Columbus, OH Classic Hits ​ A ​ October 1, 2028 ​ WNND Columbus, OH Classic Hits ​ A ​ October 1, 2028 ​ WVMX Columbus, OH Hot Adult Contemporary ​ A ​ October 1, 2028 ​ WLVQ Columbus, OH Classic Rock ​ B ​ October 1, 2028 ​ KSTZ Des Moines, IA Hot Adult Contemporary ​ C ​ February 1, 2029 ​ KIOA Des Moines, IA Classic Hits ​ C1 ​ February 1, 2029 ​ KAZR Des Moines, IA Active Rock ​ C1 ​ February 1, 2029 ​ KOEZ Des Moines, IA Soft Adult Contemporary ​ C1 ​ February 1, 2029 ​ WHAI Greenfield, MA Adult Contemporary ​ A ​ April 1, 2030 ​ WPVQ Greenfield, MA Country ​ A ​ April 1, 2030 ​ WMQR Harrisonburg, VA Hot Adult Contemporary ​ B1 ​ October 1, 2027 ​ WQPO Harrisonburg, VA Top 40 ​ B ​ October 1, 2027 ​ WSIG Harrisonburg, VA Classic Country ​ B1 ​ October 1, 2027 ​ WWRE Harrisonburg, VA Classic Hits ​ A ​ October 1, 2027 ​ WOEZ Hilton Head Island, SC Soft Adult Contemporary ​ C3 ​ December 1, 2027 ​ WLHH Hilton Head Island, SC Classic Hits ​ C3 ​ December 1, 2027 ​ WVSC Hilton Head Island, SC Adult Variety Hits ​ C3 ​ December 1, 2027 ​ WYXL Ithaca, NY Adult Contemporary ​ B ​ June 1, 2030 ​ WQNY Ithaca, NY Country ​ B ​ June 1, 2030 ​ WIII Ithaca, NY Classic Rock ​ B ​ June 1, 2030 ​ WFIZ Ithaca, NY Top 40 ​ A ​ June 1, 2030 ​ ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station ​ Market (1) ​ Format ​ Class (2) ​ ​ FCC Authorization ​ KEGI Jonesboro, AR Classic Rock ​ C2 ​ June 1, 2028 ​ KDXY Jonesboro, AR Country ​ C3 ​ June 1, 2028 ​ KJBX Jonesboro, AR Adult Contemporary ​ C3 ​ June 1, 2028 ​ WKNE Keene, NH Hot Adult Contemporary ​ B ​ April 1, 2030 ​ WSNI Keene, NH Adult Contemporary ​ A ​ April 1, 2030 ​ WINQ Keene, NH Country ​ A ​ April 1, 2030 ​ WASK ​ Lafayette, IN ​ Classic Hits ​ A ​ August 1, 2028 ​ WKHY ​ Lafayette, IN ​ Active Rock ​ B ​ August 1, 2028 ​ WKOA ​ Lafayette, IN ​ Country ​ A ​ August 1, 2028 ​ WXXB ​ Lafayette, IN ​ Top 40 ​ A ​ August 1, 2028 ​ WZID Manchester, NH Adult Contemporary ​ B ​ April 1, 2030 ​ WMLL Manchester, NH Country ​ A ​ April 1, 2030 ​ WKLH Milwaukee, WI Classic Rock ​ B ​ December 1, 2028 ​ WHQG Milwaukee, WI Active Rock ​ B ​ December 1, 2028 ​ WRXS Milwaukee, WI Oldies ​ A ​ December 1, 2028 ​ WJMR Milwaukee, WI Urban Adult Contemporary ​ A ​ December 1, 2028 ​ KMIT Mitchell, SD Country ​ C1 ​ April 1, 2029 ​ KUQL Mitchell, SD Classic Hits ​ C1 ​ April 1, 2029 ​ WNOR Norfolk, VA Active Rock ​ B ​ October 1, 2027 ​ WAFX Norfolk, VA Classic Rock ​ C ​ October 1, 2027 ​ WOGK Ocala, FL Country ​ C0 ​ February 1, 2028 ​ WYND Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WNDD Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WRSI Northampton, MA Adult Album Alternative ​ A ​ April 1, 2030 ​ WPOR Portland, ME Country ​ B ​ April 1, 2030 ​ WCLZ Portland, ME Adult Album Alternative ​ B ​ April 1, 2030 ​ WMGX Portland, ME Hot Adult Contemporary ​ B ​ April 1, 2030 ​ WYNZ Portland, ME Classic Hits ​ B1 ​ April 1, 2030 ​ KICD Spencer, IA Country ​ C1 ​ February 1, 2029 ​ KMRR Spencer, IA Adult Contemporary ​ C3 ​ February 1, 2029 ​ WLZX Springfield, MA Active Rock ​ A ​ April 1, 2030 ​ WAQY Springfield, MA Classic Rock ​ B ​ April 1, 2030 ​ WYMG Springfield, IL Classic Rock ​ B ​ December 1, 2028 ​ WLFZ Springfield, IL Country ​ B ​ December 1, 2028 ​ WDBR Springfield, IL Top 40 ​ B ​ December 1, 2028 ​ WTAX Springfield, IL News/Talk ​ B1 ​ December 1, 2028 ​ WNAX Yankton, SD Country ​ C1 ​ April 1, 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AM: ​ ​ ​ ​ ​ ​ ​ ​ ​ WISE Asheville, NC Sports/Talk ​ B ​ December 1, 2027 ​ KGMI Bellingham, WA News/Talk ​ B ​ February 1, 2030 ​ KPUG Bellingham, WA Sports/Talk ​ B ​ February 1, 2030 ​ WINQ Brattleboro, VT Country ​ C ​ April 1, 2030 ​ WBCO Bucyrus, OH Classic Country ​ D ​ October 1, 2028 ​ WSPO Charleston, SC Gospel ​ B ​ December 1, 2027 ​ WINA Charlottesville, VA News/Talk ​ B ​ October 1, 2027 ​ WQEZ Clarksville, TN/Hopkinsville, KY Soft Adult Contemporary ​ D ​ August 1, 2028 ​ WKFN Clarksville, TN/Hopkinsville, KY Sports/Talk ​ D ​ August 1, 2028 ​ ​ ​ ​ 10 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station ​ ​ Market (1) ​ Format ​ Class (2) ​ ​ ​ ​ FCC Authorization ​ WNZE ​ Clarksville, TN ​ News/Talk ​ C ​ August 1, 2028 ​ KRNT Des Moines, IA Sports/Talk ​ B ​ February 1, 2029 ​ KPSZ Des Moines, IA Christian ​ B ​ February 1, 2029 ​ WIZZ Greenfield, MA Oldies ​ D ​ April 1, 2030 ​ WSVA Harrisonburg, VA News/Talk ​ B ​ October 1, 2027 ​ WHBG Harrisonburg, VA Sports/Talk ​ D ​ October 1, 2027 ​ WHCU Ithaca, NY News/Talk ​ B ​ June 1, 2030 ​ WNYY Ithaca, NY Oldies ​ B ​ June 1, 2030 ​ WKBK Keene, NH News/Talk ​ B ​ April 1, 2030 ​ WZBK Keene, NH Classic Hits ​ D ​ April 1, 2030 ​ WASK ​ Lafayette, IN ​ Sports/Talk ​ C ​ August 1, 2028 ​ WFEA Manchester, NH News/Talk ​ B ​ April 1, 2030 ​ WJOI Milwaukee, WI Christian ​ C ​ December 1, 2028 ​ WHMP Northampton, MA News/Talk ​ C ​ April 1, 2030 ​ WGAN Portland, ME News/Talk ​ B ​ April 1, 2030 ​ WZAN Portland, ME Classic Country ​ B ​ April 1, 2030 ​ WBAE Portland, ME Soft Adult Contemporary ​ C ​ April 1, 2030 ​ WVAE Portland, ME Soft Adult Contemporary ​ C ​ April 1, 2030 ​ KICD Spencer, IA News/Talk ​ C ​ February 1, 2029 ​ WTAX Springfield, IL News/Talk ​ C ​ December 1, 2028 ​ WNAX Yankton, SD News/Talk ​ B ​ April 1, 2029 ​ (1) Some stations are licensed to a different community located within the market that they serve.
To date, the Company has not perceived negative economic impact from DARS or Internet-streamed audio on the Company’s full-service stations and FM translators, possibly due, in part, to the possibility of confusion in the digital advertising market, but the Company cannot predict whether there will be future negative economic impact . In-Band On-Channel “Hybrid Digital” Radio.
To date, the Company has not perceived negative economic impact from DARS or Internet-streamed audio on the Company’s full-service stations and FM translators due, in part, to the possibility of confusion in the digital advertising market, but the Company cannot predict whether there will be future negative economic impact . In-Band On-Channel “Hybrid Digital” Radio.
Although rule-compliant LPFM stations compete for audience with the Company’s full-power and FM translator stations, the Company cannot predict whether there will be future negative economic impact on its stations . ​ 17 Table of Contents As part of the transition of television stations from analog to digital operations, the FCC sought comment in a 2014 NPRM on whether to allow low power television (“LPTV”) stations (so-called “Franken FM” or “FM6” radio stations) on digital television channel 6 to continue to operate analog FM radio-type services on an ancillary or supplementary basis on 87.75 MHz at the lower end of the portion of the FM band reserved for NCE stations.
Although rule-compliant LPFM stations compete for audience with the Company’s full-power and FM translator stations, the Company cannot predict whether there will be future negative economic impact on its stations . ​ 18 Table of Contents As part of the transition of television stations from analog to digital operations, the FCC sought comment in a 2014 NPRM on whether to allow low power television (“LPTV”) stations (so-called “Franken FM” or “FM6” radio stations) on digital television channel 6 to continue to operate analog FM radio-type services on an ancillary or supplementary basis on 87.75 MHz at the lower end of the portion of the FM band reserved for NCE stations.
The rules provide an opportunity for tribes to establish new service specifically designed to offer programming that meets the needs of tribal citizens. In addition, the rules modify the FCC’s radio application and assignment procedures, assisting qualified applicants to more rapidly introduce new radio service to the public.
The rules provide an opportunity for tribes to establish new services specifically designed to offer programming that meets the needs of tribal citizens. In addition, the rules modify the FCC’s radio application and assignment procedures, assisting qualified applicants to more rapidly introduce new radio service to the public.
On April 2, 2024, the FCC released an R&O adopting changes to the Commission's rules (effective January 13, 2025 – See 89FR10068) that allow FM booster stations to originate programming on a limited basis. The Company has no plans at this time to deploy this technology. ​ ​ 18 Table of Contents Digital Audio Radio Satellite Service and Internet Radio.
On April 2, 2024, the FCC released an R&O adopting changes to the Commission's rules (effective January 13, 2025 – See 89FR10068) that allow FM booster stations to originate programming on a limited basis. The Company has no plans at this time to deploy this technology. ​ ​ 19 Table of Contents Digital Audio Radio Satellite Service and Internet Radio.
We have entered into employment and non-competition agreements with our President/Chief Executive Officer and with most of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives. We are committed to hiring, developing and supporting a diverse and inclusive workplace. Our management teams are expected to exhibit and promote honest, ethical and respectful conduct in the workplace.
We have entered into employment and non-competition agreements with our President/Chief Executive Officer and with some of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives. We are committed to hiring, developing and supporting a diverse and inclusive workplace. Our management teams are expected to exhibit and promote honest, ethical and respectful conduct in the workplace.
The affected subsidiary filed a report with the FCC on December 8, 2021, regarding its record of compliance with the political laws and the Company’s obligations under the Consent Decree terminated as of February 7, 2022. The FCC has promulgated 14 Table of Contents rules governing the publication of local notice of the filing of certain broadcast applications.
The affected subsidiary filed a report with the FCC on December 8, 2021, regarding its record of compliance with the political laws and the Company’s obligations under the Consent Decree terminated as of February 7, 2022. The FCC has promulgated 15 Table of Contents rules governing the publication of local notice of the filing of certain broadcast applications.
The Company timely paid its regulatory fees for Fiscal Year 2024. Equal Employment Opportunity Rules. Equal employment opportunity (EEO) rules and policies for broadcasters prohibit discrimination by broadcasters and multichannel video programming distributors. They also require broadcasters to provide notice of job vacancies and to undertake additional outreach measures, such as job fairs and scholarship programs.
The Company timely paid its regulatory fees for Fiscal Year 2025. Equal Employment Opportunity Rules. Equal employment opportunity (EEO) rules and policies for broadcasters prohibit discrimination by broadcasters and multichannel video programming distributors. They also require broadcasters to provide notice of job vacancies and to undertake additional outreach measures, such as job fairs and scholarship programs.
HD radio technology also permits the transmission of up to four additional program streams over FM stations and one over AM stations (which streams do not count as separate radio stations under the multiple ownership rules.) At the present time, we are configured to broadcast in HD radio on 55 stations.
HD radio technology also permits the transmission of up to four additional program streams over FM stations and one over AM stations (which streams do not count as separate radio stations under the multiple ownership rules). At the present time, we are configured to broadcast in HD radio on 54 stations.
We cannot predict whether the FCC will adopt rules that would restrict our ability to acquire additional stations. ​ 20 Table of Contents Changes to Application and Assignment Procedures. FCC rules give Native American tribes a priority to obtain broadcast radio licenses in tribal communities.
We cannot predict whether the FCC will adopt rules that would restrict our ability to acquire additional stations. ​ 21 Table of Contents Changes to Application and Assignment Procedures. FCC rules give Native American tribes a priority to obtain broadcast radio licenses in tribal communities.
This law could impose an additional financial burden on the Company, but the extent of the burden depends on how the fee payment requirement is structured. ​ 21 Table of Contents Proposal to Mandate Broadcasters to Participate in the Disaster Information Reporting System (“DIRS”) and Network Outage Reporting System (“NORS”).
This law could impose an additional financial burden on the Company, but the extent of the burden depends on how the fee payment requirement is structured. ​ 22 Table of Contents Proposal to Mandate Broadcasters to Participate in the Disaster Information Reporting System (“DIRS”) and Network Outage Reporting System (“NORS”).
Stations also must follow various rules promulgated under the Communications Act that regulate, among other things, political advertising, sponsorship identification, the advertisement of contests and lotteries, obscene and indecent broadcasts, and technical operations, including limits on radio frequency radiation.
Stations also must follow various rules promulgated under the Communications Laws that regulate, among other things, political advertising, sponsorship identification, the advertisement of contests and lotteries, obscene and indecent broadcasts, and technical operations, including limits on radio frequency radiation.
The implementation of this law could require us to bid for the use of certain frequencies. Information About Our Executive Officers Our current executive officers are: ​ ​ ​ ​ ​ ​ Name Age Position ​ ​ ​ ​ ​ Christopher S. Forgy 64 President, Chief Executive Officer; Director Samuel D.
The implementation of this law could require us to bid for the use of certain frequencies. Information About Our Executive Officers Our current executive officers are: ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position ​ ​ ​ ​ ​ Christopher S. Forgy 65 President, Chief Executive Officer; Director Samuel D.
There can be no assurance, however, that compliance with existing or new environmental laws and regulations will not require us to make significant expenditures of funds. Human Capital Resources Our key human capital management objectives are to attract, develop and retain top industry talent that reflects the diversity of the communities in which we broadcast.
There can be no assurance, however, that compliance with existing or new environmental laws and regulations will not require us to make significant expenditures of funds. 6 Table of Contents Human Capital Resources Our key human capital management objectives are to attract, develop and retain top industry talent that reflects the diversity of the communities in which we broadcast.
At this time, the Company has not made a decision on whether to convert any of its AM radio stations to all-digital operation. ​ ​ 19 Table of Contents Use of FM Translators by AM Stations and Digital Program Streams.
At this time, the Company has not made a decision on whether to convert any of its AM radio stations to all-digital operation. ​ ​ 20 Table of Contents Use of FM Translators by AM Stations and Digital Program Streams.
Terrestrial radio operators (including the Company) are also making their product available through the Internet. Due to interference generated by their electric motors, some manufacturers of all-electric vehicles do not market vehicles that can receive AM broadcasts over the air (although AM broadcasts can be heard over digital streaming services, such as Tunein Radio). In the U. S.
Terrestrial radio operators (including the Company) are also making their product available through the Internet. Due to interference generated by their electric motors, some manufacturers of all-electric vehicles do not market vehicles that can receive AM broadcasts over the air (although AM broadcasts can be heard over digital streaming services, such as Tunein Radio).
The Antitrust Division has issued “civil investigative demands” and obtained consent decrees requiring the divestiture of stations in a particular market based on antitrust concerns. ​ 13 Table of Contents Programming and Operation.
The Antitrust Division has issued “civil investigative demands” and obtained consent decrees requiring the divestiture of stations in a particular market based on antitrust concerns. ​ 14 Table of Contents Programming and Operation.
Among other things, the FCC assigns frequency bands for broadcasting; determines the particular frequencies, locations and operating power of stations; issues, renews, revokes and modifies station licenses; determines whether to approve changes in ownership or control of station licenses; regulates equipment used by stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations; and has the power to impose penalties for violations of its rules or the Communications Act.
Among other things, the FCC assigns frequency bands for broadcasting; determines the particular frequencies, locations and operating power of stations; issues, renews, revokes and modifies station licenses; determines whether to approve changes in ownership or control of station licenses; regulates equipment used by stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations; and has the power to impose penalties for violations of the Communications Laws.
The FCC also proposes to require these licensees to include a notice in their OPIFs for all political ads that include AI-generated content disclosing that the ad contains such content.
The FCC also proposed to require these licensees to include a notice in their OPIFs for all political ads that include AI-generated content disclosing that the ad contains such content.
Advertising rates charged by radio stations are based primarily on a station’s ability to attract audiences in the demographic groups targeted by advertisers, the number of stations in the market competing for the same demographic group, the supply of and demand for radio advertising time, and other qualitative factors including rates charged by competing radio stations within a given market.
Advertising rates are based primarily on supply and demand for advertising time, a station’s ability to attract audiences within the demographic groups targeted by advertisers, the number of stations in the market competing for the same audience, and other qualitative factors including rates charged by competing stations within a given market.
Reference should be made to the Communications Act, FCC rules (Title 47 Code of Federal Regulation, Chapter I, Subchapters A and C) and the public notices and rulings of the FCC for further information concerning the nature and extent of federal regulation of broadcast stations. License Renewal.
Reference should be made to the Communications Act, FCC rules (Title 47 Code of Federal Regulation, Chapter I, Subchapters A and C) and the public notices and rulings of the FCC for further information concerning the nature and extent of federal regulation of broadcast stations. ​ 7 Table of Contents License Renewal.
On February 5, 2025, the Senate Committee on Commerce, Science and Transportation passed S. 315, the AM Radio for Every Vehicle Act, out of Committee. On the same date, H.R. 979, a companion bill, was introduced in the house. The bill, if enacted, would ensure that AM radio receivers remain in new vehicles.
In the 119 th Congress, o n February 5, 2025, the Senate Committee on Commerce, Science and Transportation passed S. 315, the AM Radio for Every Vehicle Act, out of Committee. On the same date, H.R. 979, a companion bill, was introduced in the house. The bill, if enacted, would ensure that AM radio receivers remain in new vehicles.
Under its “two-step” renewal process, the FCC must grant a renewal application if it finds that during the preceding term the licensee has served the public interest, convenience and necessity, and there have been no serious violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse.
Under its “two-step” renewal process, the FCC must grant a renewal application if it finds that during the preceding term the licensee has served the public interest, convenience and necessity, and there have been no serious violations of the Communications Laws which, taken together, would constitute a pattern of abuse.
On January 8, 2025, the FCC released a “Notice of Apparent Liability” proposing a penalty of $369,190 against a television broadcaster for apparently violating the EAS Rules by failing to participate in three nationwide tests of the EAS and for submitting incorrect or misleading information in FCC filings. ​ Use of FM Boosters for Geo-Targeting .
On January 8, 2025, the FCC released a “Notice of Apparent Liability” proposing a penalty of $369,190 against a television broadcaster for apparently violating the EAS Rules by failing to participate in three nationwide tests of the EAS and for submitting incorrect or misleading information in FCC filings.
Bush 67 Executive Vice President, Treasurer and Chief Financial Officer Catherine A. Bobinski 65 Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller Wayne Leland 60 Chief Operating Officer ​ Officers are elected annually by our Board of Directors and serve at the discretion of the Board. Set forth below is information with respect to our executive officers. Mr.
Bush 68 Executive Vice President, Treasurer and Chief Financial Officer Catherine A. Bobinski 66 Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller Wayne Leland 61 Chief Operating Officer ​ Officers are elected annually by our Board of Directors and serve at the discretion of the Board. Set forth below is information with respect to our executive officers. Mr.
We often focus on local economies supported by a strong presence of state or federal government or one or more major universities.
We often focus on local economies supported by a strong presence of state or federal government or 4 Table of Contents one or more major universities.
Failure to observe these or other rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of “short” (less than the full eight-year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.
Failure to observe these or other rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of “short” (less than the full eight-year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license. The U.S. Court of Appeals for the D.C.
As of December 31, 2024, we had approximately 601 full-time employees and 240 part-time employees, none of whom are represented by unions. We believe that our relations with our employees are good. We employ several high-profile personalities with large loyal audiences in their respective markets.
As of December 31, 2025, we had approximately 580 full-time employees and 199 part-time employees, none of whom are represented by unions. We believe that our relations with our employees are good. We employ several high-profile personalities with large loyal audiences in their respective markets.
In determining whether to grant or renew a broadcast license, the FCC considers a number of factors pertaining to the licensee, including compliance with the Communications Act’s limitations on alien ownership; compliance with various rules limiting common ownership of broadcast, cable and newspaper properties; and the “character” and other qualifications of the licensee and those persons holding “attributable or cognizable” interests therein. ​ Under the Communications Act (Section 310(b)), broadcast licenses may not be granted to any corporation having more than one-fifth of its issued and outstanding capital stock owned or voted by aliens (including non-U.S. corporations), foreign governments or their representatives (collectively, “Aliens”).
In determining whether to grant or renew a broadcast license, the FCC considers factors including compliance with the Act’s limitations on alien ownership; rules limiting common ownership of broadcast, cable, and newspaper properties, and the “character” and other qualifications of the licensee and those holding attributable or cognizable interests. ​ Under Section 310(b) of the Communications Act, broadcast licenses may not be granted to any corporation if more than one-fifth (20%) of its issued and outstanding capital stock is owned or voted by aliens (including non-U.S. corporations), foreign governments or their representatives (collectively, “Aliens”).
Approximately $106,302,000 or 88% of our gross revenue for the year ended December 31, 2024 (approximately $111,240,000 or 90% in fiscal 2023) was generated from the sale of local advertising. Additional revenue is generated from the sale of national advertising, network compensation payments, barter and other miscellaneous transactions.
Approximately $102,984,000 or 91% of our gross revenue for the year ended December 31, 2025 (approximately $106,302,000 or 88% in fiscal 2024) was generated from the sale of local advertising. Additional revenue is generated from the sale of national advertising, network compensation payments, barter and other miscellaneous transactions.
Effective October 22, 2020, the FCC eliminated Title 47 C.F.R. § 73.3556, a rule that prohibited the duplication of programming on co-owned radio stations in the same market. A petition for reconsideration of that action as to FM duplication is pending.
Effective October 22, 2020, the FCC eliminated Title 47 C.F.R. § 73.3556, a rule that prohibited the duplication of programming on co-owned radio stations in the same market. A petition for reconsideration of that action as to FM duplication was filed. As a result, the rule was reinstated as to commercial FM radio stations only.
FCC , Case No. 1094, 236 F.3d 13 (2001); rehearing denied , 253 F. 3d 732 (2001), cert. denied , 534 U.S. 1113 (2002)) vacated certain aspects of the EEO requirements.
Circuit ( MD/DC/DE Broadcasters Association v. FCC , Case No. 1094, 236 F.3d 13 (2001); rehearing denied , 253 F. 3d 732 (2001), cert. denied , 534 U.S. 1113 (2002)) vacated certain aspects of the EEO requirements.
From 1988 to 1997 he held various positions with the Media Finance Group at AT&T Capital Corporation, including senior vice president. Ms. Bobinski has been Senior Vice President/Finance since March 2012 and Chief Accounting Officer and Corporate Controller since September 1991. She was Vice President from March 1999 to March 2012. Ms. Bobinski is a certified public accountant. Mr.
Bush was Senior Vice President from 2002 to 2024 and he was Vice President from 1997 to 2002. From 1988 to 1997 he held various positions with the Media Finance Group at AT&T Capital Corporation, including senior vice president. Ms. Bobinski has been Senior Vice President/Finance since March 2012 and Chief Accounting Officer and Corporate Controller since September 1991.
For additional information on the impact of FCC regulations and the introduction of new technologies on our operations, see “Forward Looking Statements” and “Risk Factors” contained elsewhere in this report. ​ 6 Table of Contents The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies (collectively, hereinafter the “Communications Act”).
For additional information on the impact of FCC regulations and the introduction of new technologies on our operations, see “Forward Looking Statements” and “Risk Factors” contained elsewhere in this report. The following is a brief summary of certain provisions of the Communications Laws.
Section 310(b)(4): (1) approval of up to and including 100 percent aggregate foreign ownership of its controlling U.S. parent; (2) approval for a proposed, controlling foreign investor to increase its equity and/or voting interests in the U.S. parent up to and including 100 percent at some future time without filing a new petition—this applies where the foreign investor would acquire an initial controlling interest of less than 100 percent; and (3) approval for a non-controlling foreign investor named in the petition to increase its equity and/or voting interests in the U.S. parent at some future time, up to and including a non-controlling 49.99 percent equity and/or voting interest.
Section 310(b)(4) to request: (1) approval of up to and including 100% aggregate foreign ownership of its controlling U.S. parent; (2) approval for a proposed, controlling foreign investor to increase its equity and/or voting interests in the U.S. parent up to 100% in the future (without a new petition), even if the initial controlling interest is less than 100%; and (3) approval for a named non-controlling foreign investor to increase its equity and/or voting interests to up to 49.99% (non-controlling) in the future.
(See Title 47 C.F.R. §73.210 for a definition of FM station class information, including effective radiated power [“ERP”] and antenna height.) WISE, KPSZ, KPUG, KGMI, WNYY, WHCU, WINQ(AM) and WSVA operate with lower power at night than during daytime.
(See Title 47 C.F.R. §73.210 for a definition of FM station class information, including effective radiated power [“ERP”] and antenna height.) WISE, KPSZ, KPUG, KGMI, WNYY, WHCU, WINQ(AM) and WSVA operate with lower power at night than during daytime. WBCO, WQEZ, WKFN, WHBG, and WZBK are “Class D” stations that operate daytime only or with greatly reduced power at night.
In the filing windows, qualifying AM licensees could apply for one, and only one, new FM translator station, in the non-reserved FM band to be used solely to re-broadcast the licensee’s AM signal to provide fill-in and/or nighttime service on a permanent basis. The Company filed applications in both windows and obtained some construction permits as a result.
In the filing windows, qualifying AM licensees could apply for one, and only one, new FM translator station, in the non-reserved ( i.e. , “commercial”) FM band to be used solely to re-broadcast the licensee’s AM signal to provide fill-in and/or nighttime service on a permanent basis.
We compensate local management based on the station’s financial performance, as well as other performance factors that are deemed to affect the long-term ability of the stations to serve their local communities and to achieve financial performance objectives. Corporate management is responsible for long-range planning, establishing policies and procedures, resource allocation and monitoring the activities of the stations.
We compensate local management based on the station’s financial performance, as well as other performance factors that are deemed to affect the long-term ability of the markets to serve their local communities and to achieve financial performance objectives. Corporate management remains responsible for long-range planning, strategic initiatives, resource allocation and oversight of operating performance.
These representatives obtain advertising through national advertising agencies and receive a commission from us based on our net revenue from the advertising obtained. Total gross revenue resulting from national advertising in fiscal 2024 was approximately $13,889,000 or 12% of our gross revenue (approximately $11,880,000 or 10% in fiscal 2023). Gross national political revenue is included in these numbers.
These representatives obtain advertising through national advertising agencies and receive a commission from us based on our net revenue from the advertising obtained. Total gross revenue resulting from national 5 Table of Contents advertising in fiscal 2025 was approximately $10,423,000 or 9% of our gross revenue (approximately $13,889,000 or 12% in fiscal 2024).
If the Company should decide that a subsidiary should sell or suspend operations of an AM station with such an FM construction permit or license, the subsidiary would also be required to concurrently sell or suspend operations of the FM translator.
The Company filed applications in both windows and obtained some construction permits as a result. If the Company should decide that a subsidiary should sell or suspend operations of an AM station with such an FM construction permit or license, the subsidiary would also be required to concurrently sell or suspend operations of the FM translator.
Forgy has been President and Chief Executive Officer since December 2022. He was previously our Senior Vice President of Operations from May 2018 until his appointment to President and Chief Executive Officer. He was President/General Manager of our Columbus, Ohio market from 2010 to 2018 and was Director of Sales of our Columbus, Ohio market from 1995 to 2006.
Forgy has been President, Chief Executive Officer and Director since December 2022. He was previously our Senior Vice President of Operations from May 2018 until his appointment to President and Chief Executive Officer and election to the Board.
The Communications Act also prohibits a corporation, without FCC waiver, from holding a broadcast license if that corporation is controlled, directly or indirectly, by another corporation in which more than 25% of the issued and outstanding capital stock is owned or voted by Aliens.
The Communications Act also prohibits – absent FCC waiver - a corporation from holding a broadcast license if it is controlled, directly or indirectly, by another corporation in which more than 25% of the issued and outstanding capital stock is owned or voted by Aliens. These restrictions apply in modified form to other business organizations, such as partnerships.
While the FCC in 2004 adopted revised regulations regarding the filing of Form 395-B and updated the form, the requirement that broadcasters once again submit the form to the FCC was suspended until issues were resolved regarding confidentiality of the employment data.
The FCC in 2004 adopted revised regulations regarding the filing of Form 395-B (which collected race, ethnicity and gender data for each covered licensee’s employees within specified job categories) and updated the form. However, the requirement that broadcasters once again submit the form to the FCC was suspended until issues were resolved regarding confidentiality of the employment data.
He has been with Saga for over 20 years. Mr. Bush was promoted to Executive Vice President in September 2024 and has been Chief Financial Officer and Treasurer since September 1997. Mr. Bush was Senior Vice President from 2002 to 2024 and he was Vice President from 1997 to 2002.
He was President/General Manager of our Columbus, Ohio market from 2010 to 2018 and was Director of Sales of our Columbus, Ohio market from 1995 to 2006. He has been with Saga for over 20 years. Mr. Bush was promoted to Executive Vice President in September 2024 and has been Chief Financial Officer and Treasurer since September 1997. Mr.
The FCC grandfathered lease agreements already in effect but such leases will need to come into compliance either at the time of renewal or when the parties to the agreement enter into a new lease. The Second R&O is the subject of a Petition for Review before the U. S. Court of Appeals for the District of Columbia Circuit.
The FCC grandfathered lease agreements already in effect but such leases will need to come into compliance either at the time of renewal or when the parties to the agreement enter into a new lease.
Advertising expenditures, our primary source of revenue, is generally lowest in the first quarter. Environmental Compliance As the owner, lessee or operator of various real properties and facilities, we are subject to various federal, state and local environmental laws and regulations. Historically, compliance with these laws and regulations has not had a material adverse effect on our business.
Advertising expenditures, our primary source of revenue, is generally lowest in the first quarter. Further, our revenue from political ads tend to vary significantly with national, state and local election cycles. Environmental Compliance As the owner, lessee or operator of various real properties and facilities, we are subject to various federal, state and local environmental laws and regulations.
By NPRM released December 1, 2020, the FCC sought comment on whether to modify the FCC’s rules governing the operation of FM booster stations by FM radio broadcasters in certain limited circumstances.
The Company cannot predict what, if any action, the FCC may take with regard to the EAS. ​ Use of FM Boosters for Geo-Targeting . By NPRM released December 1, 2020, the FCC sought comment on whether to modify the FCC’s rules governing the operation of FM booster stations by FM radio broadcasters in certain limited circumstances.
The methodology provides a framework for a publicly traded licensee or controlling U.S. parent to ascertain its foreign ownership using information that is “known or reasonably should be known” to the company in the ordinary course of business.
For publicly traded licensees and controlling U.S. parents (such as the Company), the rules provide a methodology to determine foreign ownership based on information that is “known or reasonably should be known” in the ordinary course of business.
Competition Radio broadcasting is a highly competitive business. Our stations compete for listeners and advertising revenues directly with other radio stations, as well as other media, within their markets. Our radio stations compete for listeners primarily on the basis of program content and by employing on-air talent which appeals to a particular demographic group.
Our stations compete for listeners and advertising revenues directly with other radio stations and other media within their markets, on the basis of program content and by employing on-air talent which appeals to a particular demographic group. By building a strong listener base in each of our markets, we are able to attract advertisers seeking to reach these listeners.
Our principal executive offices are located at 73 Kercheval, Grosse Pointe Farms, Michigan 48236. We are a Florida corporation, reorganized in 2020. We were originally organized as a Delaware corporation in 1986. During 2022, our founder and former Chief Executive Officer (“CEO”), Edward K. Christian passed away. As of the date of his passing, Mr.
Our principal executive offices are located at 73 Kercheval, Grosse Pointe Farms, Michigan 48236. We are a Florida corporation, reorganized in 2020. We were originally organized as a Delaware corporation in 1986.
Under the rules, the number of radio stations one party may own in a local Nielsen Audio-rated radio market is determined by the number of full-power commercial and noncommercial educational (“NCE”) radio stations in the market as determined by Nielsen Audio and BIA Advisory Services, LLC d/b/a BIA/Kelsey.
At present, no foreign adversary owns or controls the Company or leases airtime on our stations. ​ We are permitted to own an unlimited number of radio stations on a nationwide basis (subject to the local ownership restrictions described below). ​ Under the rules, the number of radio stations one party may own in a local Nielsen Audio-rated radio market is determined by the number of full-power commercial and noncommercial educational (“NCE”) radio stations in the market as determined by Nielsen Audio and BIA Advisory Services, LLC d/b/a BIA/Kelsey.
If the Company were not to certify that its stations provide local programming, actions on its applications to acquire new facilities might be deferred until applications containing such certifications had been earlier processed. However, there is some risk in certifying since competitors or members of the public might file adverse petitions challenging the accuracy of such certifications.
If the rules were to become effective, and the Company were not to certify that its stations provide local programming, actions on its applications to acquire new facilities might be deferred until applications containing such certifications had been earlier processed.
Instead, a broadcaster is required to upload copies of these documents to the station’s online public inspection file (“OPIF”), or provide a list of such documents and make them available to a requesting party. The FCC generally applies its ownership limits to “attributable” interests held by an individual, corporation, partnership or other association.
The FCC eliminated the prior requirement to file with the FCC paper copies of certain agreements, corporate organization documents, and the like. Instead, a broadcaster is required to upload copies of these documents to the station’s online public inspection file (“OPIF”), or provide a list of such documents and make them available to a requesting party.
We concentrate on the development of strong decentralized local management, which is responsible for the day-to-day operations, including local community development, of the stations we own and/or operate.
We continue to concentrate on the development of strong decentralized local management responsible for day-to-day operations, community engagement and advertiser relationships within each of our markets.
Future acquisitions will be subject to the availability of financing, the terms of our credit facility, and compliance with the Communications Act of 1934 (the “Communications Act”) and Federal Communications Commission (“FCC”) rules. ​ 4 Table of Contents Advertising Sales Our primary source of revenue is from the sale of advertising for broadcast on our stations.
Future acquisitions will be subject to the availability of financing, the terms of our credit facility, and compliance with the Communications Act of 1934 (the “Communications Act”) and Federal Communications Commission (“FCC”) rules (the Communications Act and the FCC rules are sometimes referred to herein as “Communication Laws”.
On February 22, 2024, the FCC released its Fourth R&O, Order on Reconsideration, and Second Further Notice of Rulemaking, FCC 24-18, reinstating the filing of Form 395-B. The requirement to submit the form remains suspended.
On February 22, 2024, the FCC released its Fourth R&O, Order on Reconsideration, and Second Further Notice of Rulemaking, FCC 24-18, reinstating the filing of Form 395-B. The National Religious Broadcasters, the American Family Association, and the Texas Association of Broadcasters filed Petitions for Review of the Fourth R&O in the U. S. Court of Appeals for the Fifth Circuit.
Item 1. Business We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. As of February 28, 2025, we owned eighty-two FM, thirty-one AM radio stations and seventy-nine metro signals serving twenty-eight markets.
Item 1. Business We are a media company whose business provides radio, digital, e-commerce, on-line news and non-traditional revenue initiatives. We provide services to national, regional and local advertisers to help them meet their growing advertising needs. As of February 28, 2026, we owned eighty-two FM, thirty AM radio stations and seventy-nine metro signals serving twenty-eight markets.
Depending on the format of a particular radio station, there are a predetermined number of advertisements broadcast each hour. We determine the number of advertisements broadcast hourly that can maximize a station’s available revenue dollars without jeopardizing listening levels.
We determine the number of advertisements broadcast hourly that can maximize a station’s available revenue dollars without jeopardizing listening levels. Our digital campaigns by contrast, are complementary and are not limited by available airtime.
Leland was promoted to Chief Operating Officer in September 2024. Mr. Leland was Senior Vice President of Operations from January 2023 to 2024. He was President/General Manager of our Norfolk, Virginia market from 2011 to 2022. He has been with Saga for 11 years and has been in the broadcasting industry since 1986. 22 Table of Contents
She was Vice President from March 1999 to March 2012. Ms. Bobinski is a certified public accountant. Mr. Leland was promoted to Chief Operating Officer in September 2024. Mr. Leland was Senior Vice President of Operations from January 2023 to 2024. He was President/General Manager of our Norfolk, Virginia market from 2011 to 2022.
The statements herein are based solely on the FCC’s multiple ownership rules in effect as of the date hereof and do not include any forward-looking statements concerning compliance with any future multiple ownership rules. ​ 12 Table of Contents All commercial broadcasters were required to file a “biennial” ownership report, by December 1, 2023, describing the ownership of its stations as of October 1, 2023.
Absent a waiver, it might not be possible to sell all of them as currently configured in “clusters” to a single purchaser. The statements herein are based solely on the FCC’s multiple ownership rules in effect as of the date hereof and do not include any forward-looking statements concerning compliance with any future multiple ownership rules.
The rules allow broadcast licensees that have foreign ownership rulings to apply those rulings to all radio and television broadcast licenses then held or subsequently proposed to be acquired by the same licensee and its covered subsidiaries and affiliates, regardless of the broadcast service (e.g., AM, FM, or TV) or the geographic area in which the stations are located.
Once granted, a foreign ownership ruling applies to all current and future radio and television broadcast licenses held or acquired by the licensee and its covered subsidiaries and affiliates, regardless of service (AM, FM, TV) or geographic location.
WBCO, WQEZ, WKFN, WHBG, WZBK and WLZX(AM) are “Class D” stations that operate daytime only or with greatly reduced power at night. ​ Ownership Matters. The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without the prior approval of the FCC.
Ownership Matters. The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without prior FCC approval.
The Company cannot predict whatever action the Courts may take with respect to the R&O or the FCC may take with respect to the 2022 Quadrennial Review .
The Company cannot predict whatever action the courts may take with respect to the R&O or the FCC may take with respect to the 2022 Quadrennial Review . 13 Table of Contents ​ On January 20, 2025, President Donald Trump was inaugurated and signed numerous Executive Orders, some of which could affect the FCC.
The FCC is seeking comment on the proposal and the Company cannot predict whether such rules will be adopted and become effective.
However, there is some risk in certifying since competitors or members of the public might file adverse petitions challenging the accuracy of such certifications. The FCC sought comment on the proposal and the Company cannot predict whether such rules will be adopted and become effective.
This would allow stations to operate with different power levels on the upper and lower digital sidebands, as a way to facilitate greater digital FM radio coverage without interfering with adjacent channel FM stations. A petition for reconsideration of the Order is pending. The Company cannot predict whether the proposed rules will be adopted.
In its First R&O , FCC 24-105, the FCC adopted rules to permit “asymmetric sideband operation” which allows stations to operate with different power levels on the upper and lower digital sidebands, as a way to facilitate greater digital FM radio coverage without interfering with adjacent-channel FM stations. The new rules became effective as of May 23, 2025.
Three parties filed Petitions for Review of the FCC’s R&O in the Fifth, Eighth, and Eleventh U. S. Circuit Courts of Appeal. Before completing the 2018 Quadrennial Review , on December 22, 2022, the FCC released a Public Notice (DA 22-1364) commencing the 2022 Quadrennial Review and began accepting comments and reply comments .
The Company cannot predict what action, if any, the FCC may take as a result of this NPRM. ​ Before completing the 2018 Quadrennial Review , on December 22, 2022, the FCC released a Public Notice (DA 22-1364) commencing the 2022 Quadrennial Review and began accepting comments and reply comments .
Local programming and marketing are key components in our strategy to achieve top ratings in our radio operations. In many of our markets, the three or four most highly rated radio stations receive a disproportionately high share of the market’s advertising revenues.
In many of our markets, the three or four most highly rated radio stations receive a disproportionately high share of the market’s advertising revenues. As a result, a station’s revenue continues to depend upon its ability to maximize its number of listeners within an advertiser’s targeted demographic parameters.
The radio stations that we own and/or operate employ a variety of programming formats, including Classic Hits, Country, Classic Country, Hot/Soft/Urban Adult Contemporary, Oldies, Classic Rock, Rock and News/Talk. We regularly perform extensive market research, including music evaluations, focus groups and strategic vulnerability studies. Our stations also employ audience promotions to further develop and secure a loyal following.
We employ a variety of programming formats, including Classic Hits, Country, Classic Country, Hot/Soft/Urban Adult Contemporary, Oldies, Classic Rock, Active Rock, Top 40 and News/Talk, in our markets as well as various means of audience engagement to develop and secure loyal listener and advertising relationship.
The FCC has issued interpretations of existing law under which these restrictions in modified form apply to other forms of business organizations, including partnerships. We serve as a holding company for our various radio station subsidiaries (and as such we cannot have more than 25% of our stock owned or voted by Aliens).
As a holding company for our radio station subsidiaries we cannot have more than 25% of our stock owned or voted by Aliens. The FCC has adopted rules extending to broadcast licensees the same foreign ownership review procedures used for common carrier wireless licensees, with broadcast-specific modifications.
The rules require the Company to seek specific approval only of foreign individuals or entities with a greater than 5 percent ownership interest (or, in certain situations, an interest greater than 10 percent).
Specific approval is generally required only for foreign individuals or entities holding more than 5% ownership (or, in certain cases, more than 10%).
Removed
Christian held approximately 65% of the combined voting power of the Company’s Common Stock. His passing resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust that now owns approximately 14.6% of the common stock outstanding.
Added
Strategy Our strategy is to operate top billing radio stations in mid-sized markets while providing advertisers with integrated marketing solutions that combine the reach and audience engagement of broadcast radio with complementary digital advertising services.
Removed
We were also required to make certain payments to his estate as outlined in his employment agreement.
Added
We believe the trust we have established, the strong local presence, the established advertiser relationships and experienced sales organizations position us to help businesses reach consumers across multiple media channels as they search for, evaluate and select products and services. Local programming and marketing remain key components of our ability to achieve strong audience positions in our markets.
Removed
Strategy Our strategy is to operate top billing radio stations, including harnessing opportunities complimentary to our core radio business including digital, e-commerce, online local news sites and other non-traditional revenue initiatives, in mid-sized markets, which we define as markets ranked from 20 to 200 out of the markets summarized by Investing in Radio Market Report.
Added
These audience relationships form the foundation of our radio advertising business and provide a natural extension into additional marketing services that help advertisers reach those same consumers across digital channels. To complement our broadcast platform, we offer a range of digital advertising services that are typically integrated with radio campaigns.
Removed
As a result, a station’s revenue is dependent upon its ability to maximize its number of listeners within an advertiser’s given demographic parameters. In certain cases we use attributes other than specific market listener data for sales activities. We also use our strong local presence and community involvement to develop strong relationships with our listeners, advertising clients and community organizations.
Added
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.
Removed
While there may be shifts from time to time in the number of advertisements broadcast during a particular time of the day, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIt is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with respect to performance fees, and what significance this royalty would have on our results from operations, cash flows or financial position.
Biggest changeIt is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with respect to performance fees, and what significance this royalty would have on our results from operations, cash flows or financial position. ​ 28 Table of Contents Risks Related to Regulation of Our Business Future Impairment of our FCC Broadcasting Licenses Could Affect our Operating Results As of December 31, 2025, our FCC broadcasting licenses represented 45% of our total assets.
The extent of the impact of health epidemics, pandemics or similar outbreaks, natural disasters and other catastrophes in the future, on our business, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on numerous factors that we may not be able to accurately predict or assess, including the negative impact on the economy and economic activity, changes in advertising customers and consumer behavior, short and longer-term impact on the levels of consumer confidence; actions governments, businesses and individuals take in response to such outbreaks, and any resulting macroeconomic conditions; and how quickly economies recover after such outbreaks or pandemics subside. 23 Table of Contents The effects of health epidemics, pandemics or similar outbreaks, natural disasters and other catastrophes in the future, may also impact financial markets and corporate credit markets which could adversely impact our access to financing or the terms of any such financing.
The extent of the impact of health epidemics, pandemics or similar outbreaks, natural disasters and other catastrophes in the future, on our business, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on numerous factors that we may not be able to accurately predict or assess, including the negative impact on the economy and economic activity, changes in advertising customers and consumer behavior, short and longer-term impact on the levels of consumer confidence; actions governments, businesses and individuals take in response to such outbreaks, and any resulting macroeconomic conditions; and how quickly economies recover after such outbreaks or pandemics subside. 24 Table of Contents The effects of health epidemics, pandemics or similar outbreaks, natural disasters and other catastrophes in the future may also impact financial markets and corporate credit markets which could adversely impact our access to financing or the terms of any such financing.
Our ability to sell advertising depends, among other things, on: ● economic conditions in the areas where our stations are located and in the nation as a whole; ● national and local demand for radio and digital advertising; ● the popularity of our programming; ● changes in the population demographics in the areas where our stations are located; ● local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising; ● the capability and effectiveness of our sales organization; ● our competitors' activities, including increased competition from other advertising-based mediums; ● decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; and ● other factors beyond our control. ​ Our operations and revenues also tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and fourth quarters of the year.
Our ability to sell advertising depends, among other things, on: ● economic conditions in the areas where our stations are located and in the nation as a whole; ● national and local demand for radio and digital advertising; ● the popularity of our programming; ● changes in the population demographics in the areas where our stations are located; ● local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising; ● the capability and effectiveness of our sales organization; ● our competitors' activities, including increased competition from other advertising mediums; ● decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; and ● other factors beyond our control. ​ Our operations and revenues also tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and third quarters of the year.
While we have in place, and continue to invest in, technology security initiatives and disaster recovery plans, these measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial impact and consequences to our business' reputation. 28 Table of Contents In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information of our clients, listeners and employees.
While we have in place, and continue to invest in, technology security initiatives and disaster recovery plans, these measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial impact and consequences to our business' reputation. 30 Table of Contents In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information of our clients, listeners and employees.
It is currently unknown what impact any potential required royalty payments would have on our results of operations, cash flows or financial position. ​ 27 Table of Contents The FCC’s Vigorous Enforcement of Indecency Rules Could Affect our Broadcasting Operations Federal law regulates the broadcast of obscene, indecent or profane material.
It is currently unknown what impact any potential required royalty payments would have on our results of operations, cash flows or financial position. ​ 29 Table of Contents The FCC’s Vigorous Enforcement of Indecency Rules Could Affect our Broadcasting Operations Federal law regulates the broadcast of obscene, indecent or profane material.
If interest rates increase, our debt service obligations on the variable-rate indebtedness would increase and our net loss would increase, even though the amount borrowed under the facility remained the same. As of December 31, 2024, we had $5,000,000 outstanding variable-rate debt.
If interest rates increase, our debt service obligations on the variable-rate indebtedness would increase and our net loss would increase, even though the amount borrowed under the facility remained the same. As of December 31, 2025, we had $5,000,000 outstanding variable-rate debt.
Effective January 15, 2024, the maximum forfeiture penalty (after 2024 annual inflation adjustment) for an indecency violation is $508,373 per incident and $4,692,668 for a continuing violation arising from a single act or failure to act.
Effective January 15, 2025, the maximum forfeiture penalty (after 2025 annual inflation adjustment) for an indecency violation is $508,373 per incident and $4,692,668 for a continuing violation arising from a single act or failure to act.
We Depend on Key Personnel Our business is partially dependent upon the performance of certain key individuals, particularly Christopher S. Forgy, our President and CEO. Although we have entered into employment and non-competition agreements with Mr.
We Depend on Key Personnel Our business is partially dependent upon the performance of certain key individuals, including Christopher S. Forgy, our President and CEO. Although we have entered into employment and non-competition agreements with Mr.
The process of integrating acquired stations may involve numerous risks, including difficulties in the assimilation of operations, the diversion of management’s attention from other business concerns, risk of entering new markets, and the potential loss of key employees of the acquired stations.
The process of integrating acquired stations or businesses may involve numerous risks, including difficulties in the assimilation of operations, the diversion of management’s attention from other business concerns, risk of entering new markets, and the potential loss of key employees of the acquired stations.
If consumer confidence were to decline, this decline could negatively affect our advertising customers' businesses and their advertising budgets. In addition, volatile economic conditions could have a negative impact on our industry or the industries of our customers who advertise on our stations, resulting in reduced advertising sales.
If consumer confidence were to decline, this decline could negatively affect our advertising customers' businesses and their advertising budgets. In addition, volatile economic conditions could have a negative impact on our industry or the industries of our customers who advertise on our stations or through our digital programs, resulting in reduced advertising sales.
This in turn could adversely impact our business, financial condition and results of operations due to our customer’s reduction in advertising spending as their businesses are negatively impacted by a decline in the US economy. Risks Related to Our Financing We May Have Substantial Indebtedness and Debt Service Requirements At December 31, 2024, our long-term debt was approximately $5,000,000.
This in turn could adversely impact our business, financial condition and results of operations due to our customers’ reduction in advertising spending as their businesses are negatively impacted by a decline in the US economy. Risks Related to Our Financing We May Have Substantial Indebtedness and Debt Service Requirements At December 31, 2025, our long-term debt was approximately $5,000,000.
Our Debt Covenants Restrict our Financial and Operational Flexibility Our credit facility contains 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, 25 Table of Contents dividends, distributions, guarantees, liens and encumbrances.
Our Debt Covenants Restrict our Financial and Operational Flexibility Our credit facility contains 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.
We Depend on Key Stations Historically our top five markets when combined represented 36% and 37% of our net operating revenue for the years ended December 31, 2024, and 2023, respectively.
We Depend on Key Stations Historically our top five markets, when combined represented 34% and 36% of our net operating revenue for the years ended December 31, 2025, and 2024, respectively.
The ongoing supply chain and labor shortage issues could result in an adverse impact on our business due to our customer’s reduction in advertising spending as their businesses are negatively impacted by low inventories, product delays, and labor shortages resulting in reduced revenue. ​ 24 Table of Contents The Russia-Ukraine war and the conflict in Gaza have created not only great devastation but also a worldwide instability that could impact economies across the globe.
The ongoing supply chain and labor shortage issues could result in an adverse impact on our business due to our customers’ reduction in advertising spending as their businesses are negatively impacted by low inventories, product delays, and labor shortages resulting in reduced revenue. ​ 25 Table of Contents The US/Israel-Iran war and other conflicts have created not only great devastation but also a worldwide instability that could impact economies across the globe.
However, we cannot assure you that any of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies. ​ Our business could be negatively affected as a result of shareholder activism. ​ Shareholder activism, which could take many forms or arise in a variety of situations, including making public demands that we consider certain strategic alternatives for the Company, engaging in public campaigns to attempt to influence our corporate governance and/or our management, and commencing proxy contests to attempt to elect the activists' representatives or others to our Board, has increased in recent years.
Our Business Could be Negatively Affected as a Result of Shareholder Activism. ​ Shareholder activism, which could take many forms or arise in a variety of situations, including making public demands that we consider certain strategic alternatives for the Company, engaging in public campaigns to attempt to influence our corporate governance and/or our management, and commencing proxy contests to attempt to elect the activists' representatives or others to our Board, has increased in recent years.
Investors should be aware that they could experience short-term volatility in our stock if such shareholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time. Our management has identified certain internal control deficiencies, which management believes constitute material weaknesses.
Investors should be aware that they could experience short-term volatility in our stock if such shareholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time.
We are a smaller reporting company, as defined in the Exchange Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not applicable to smaller reporting companies, including reduced disclosure obligations regarding executive compensation.
We are a Smaller Reporting Company and Intend to Avail Ourselves of Certain Reduced Disclosure Requirements Applicable to Smaller Reporting Companies, which could make our Common Stock Less Attractive to Investors We are a smaller reporting company, as defined in the Exchange Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not applicable to 32 Table of Contents smaller reporting companies, including reduced disclosure obligations regarding executive compensation.
Our stations compete for listeners and advertising revenues within their respective markets directly with other radio stations, as well as with other media, such as broadcast radio (as applicable), cable television and/or radio, satellite television and/or satellite radio systems, newspapers, magazines, direct mail, the Internet, coupons and billboard advertising.
Our stations compete for listeners and advertising revenues within their respective markets directly with other radio stations, as well as with other media, such as broadcast radio, satellite radio, streaming of audio and video on the internet, broadcast, satellite, and cable television, newspapers, magazines, outdoor advertising, direct mail and a growing number of digital advertising providers .
We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any acquisitions. 26 Table of Contents Certain of our acquisitions may prove unprofitable and fail to generate anticipated cash flows. In addition, the success of any completed acquisition will depend on our ability to effectively integrate the acquired stations.
We cannot predict whether we will be successful in identifying future acquisition opportunities that are determined to be strategic for the Company or what the consequences will be of any such acquisitions. Certain of our acquisitions may prove unprofitable and fail to generate anticipated cash flows.
Audience ratings and market shares are subject to change, and any change in a particular market could have a material adverse effect on the revenue of our stations located in that market.
These digital competitors include local and regional marketing agencies, national digital advertising firms and large technology platforms that provide advertising services directly to businesses. Audience ratings and market shares are subject to change, and any change in a particular market could have a material adverse effect on the revenue of our stations located in that market.
Certain events of default under our credit facility could allow the lenders to declare all amounts outstanding to be immediately due and payable and, therefore, could have a material adverse effect on our business.
Our ability to meet these financial ratios can be affected by operating performance or other events beyond our control, and we cannot assure you that we will meet those ratios. 26 Table of Contents Certain events of default under our credit facility could allow the lenders to declare all amounts outstanding to be immediately due and payable and, therefore, could have a material adverse effect on our business.
In addition, any or all of our key employees may decide to leave for a variety of personal or other reasons beyond our control. Furthermore, the popularity and audience loyalty of our key on-air personalities is highly sensitive to rapidly changing public tastes.
Furthermore, the popularity and audience loyalty of our key on-air personalities is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond 27 Table of Contents our control and could limit our ability to generate revenues.
These measures could also result in increased inflation and reduced US real gross domestic product and otherwise adversely impact the US economy.
Changes in US trade policy could result in one or more US trading partners adopting responsive trade policies making it more difficult or costly for US exports to those countries. These measures could also result in increased inflation and reduced US real gross domestic product and otherwise adversely impact the US economy.
Competitors may be able to outbid us for acquisitions. As a result of these and other factors, our ability to identify and consummate future acquisitions is uncertain. Our consummation of all future acquisitions is subject to various conditions, including FCC and other regulatory approvals. The FCC must approve any transfer of control or assignment of broadcast licenses.
As a result of a number of factors, including competitors that are also trying to make acquisitions and the availability of capital, our ability to identify and consummate future acquisitions is uncertain. Our consummation of all future acquisitions is subject to various conditions, including FCC, if a radio station license is being transferred or assigned and other regulatory approvals.
The Company currently maintains cybersecurity insurance in the event of an information security or cyber incident; however, the coverage may not be sufficient to cover all financial losses nor may it be available in the future. ​ 29 Table of Contents Risks Related to the Ownership of Our Stock The Company is No Longer Controlled by our President, Chief Executive Officer and Chairman Edward K.
The Company currently maintains cybersecurity insurance in the event of an information security or cyber incident; however, the coverage may not be sufficient to cover all financial losses nor may it be available in the future. ​ Use of Artificial Intelligence in Marketing Design ​ We have increasingly integrated artificial intelligence (“AI”) technologies into the design and execution of our sales and programming strategies and materials.
If the Company is unable to manage this transition effectively, it may have an adverse impact on the Company and its shareholders. We May Experience Volatility in the Market Price of our Common Stock The market price of our common stock has fluctuated in the past and may continue to be volatile.
There can be no assurance that any dividends or stock repurchases, if made in the future, will enhance long-term shareholder value. We May Experience Volatility in the Market Price of our Common Stock The market price of our common stock has fluctuated in the past and may continue to be volatile.
Removed
The US government has recently indicated its intent to adopt a new approach to trade policy including initiating or considering the imposition of tariffs on certain foreign goods. Changes in US trade policy could result in one or more of US trading partners adopting responsive trade policies making it more difficult or costly for US exports to those countries.
Added
Our Recent Sale-Leaseback Transaction Removed Certain Real Estate Assets from our Balance Sheet and Subjects us to Ongoing Lease Obligations. We have recently completed a Sale-Leaseback Transaction involving certain of our radio tower properties.
Removed
Our ability to meet these financial ratios can be affected by operating performance or other events beyond our control, and we cannot assure you that we will meet those ratios.
Added
While this transaction provided us with additional liquidity, it also subjects us to various risks that could adversely affect our business, financial condition, and results of operations. As a result of the Sale-Leaseback Transaction, we no longer own these radio tower properties and instead lease them pursuant to long-term lease agreements.
Removed
A loss of such popularity or audience loyalty is beyond our control and could limit our ability to generate revenues. Our Success Depends on our Ability to Identify and Integrate Acquired Stations As part of our strategy, we have pursued and may continue to pursue acquisitions of additional radio stations, subject to the terms of our credit facility.
Added
Because we no longer own the underlying real estate, we have less control over these tower sites, and our operations at these locations are subject to the terms and conditions of the lease agreements. Any disputes with the lessor or changes in the lessor’s financial condition could adversely affect our continued use of these properties.
Removed
Risks Related to Regulation of Our Business Future Impairment of our FCC Broadcasting Licenses Could Affect our Operating Results As of December 31, 2024, our FCC broadcasting licenses represented 41% of our total assets.
Added
Furthermore, at the end of the lease term, we may be unable to renew the leases on acceptable terms, or at all, which could require us to relocate our operations or incur significant costs to secure alternative sites. Any of these risks could materially and adversely affect our business, financial condition, and results of operations.
Removed
Christian, our founder and former President, Chief Executive Officer and Chairman, passed away on August 19, 2022. Mr. Christian held approximately 65% of the combined voting power of our Common Stock (based on Class B Common Stock generally being entitled to ten votes per share, with certain exceptions, but not including options to acquire Class B Common Stock).
Added
If any of our key executives were to become unable to perform their duties due to health concerns or any other reason, it could result in a loss of institutional knowledge, disruption of our strategic initiatives, and could adversely affect our ability to execute our business plans effectively.
Removed
Christian was generally able to control the vote on most matters submitted to the vote of shareholders and, therefore, was able to direct our management and policies, except with respect to (i) the election of the two Class A directors, (ii) those matters where the shares of our Class B Common Stock are only entitled to one vote per share, and (iii) other matters requiring a class vote under the provisions of our certificate of incorporation, bylaws or applicable law.
Added
The unavailability or loss of one or more of these individuals, whether temporarily or permanently, could materially and adversely impact our business, financial condition, and results of operations. In addition, any or all of our key employees may decide to leave for a variety of personal or other reasons beyond our control.
Removed
Upon Mr. Christian’s passing on August 19, 2022, his Class B shares were transferred into an estate planning trust and that transfer resulted in an automatic conversion of each Class B share he held into one fully paid and non-assessable Class A Share.
Added
We may not be able to locate or attract suitable replacements for our key personnel in a timely manner, or at all, which could further exacerbate these risks.
Removed
Those Class A Shares have the same voting rights as all other Class A Shares, and the estate has approximately 14.6% voting rights after the conversion of the shares from Class B Shares to Class A Shares. The Company’s subsidiaries holding FCC licenses timely applied to the FCC for consent to transfer of control of the subsidiaries from Mr.
Added
Our Success Depends on our Ability to Use our Historical Relationships with Radio Advertisers to Transition to our Company to Also Offer a Range of Digital Advertising Services that Help our National, Regional and Local Advertisers Meet Their Growing Advertising Needs in Addition to Identifying and Integrating Acquired Radio Stations or Related Businesses Part of our strategy is to continue to broaden our existing revenue verticals related to our core radio advertisers to include digital advertising services that will complement our existing radio platform.
Removed
Christian to the shareholders of the Company, and those applications were routinely approved by the FCC on December 20, 2023. As a result of the change in voting control, the Company has entered into a period of significant transition and is potentially more vulnerable to activist investors or hostile takeover attempts.
Added
This transition will require retaining and hiring individuals that we can train and develop to perform all the leadership, sales, accounting, technical and implementation activities required to be successful in this expansion of advertising services. As another part of our strategy, we have historically pursued and may continue to pursue acquisitions of additional radio stations or other related businesses.
Removed
Our failure to establish and maintain an effective system of internal controls could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case, our shareholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our common stock .
Added
In addition, the success of any completed acquisition will depend on our ability to effectively integrate the acquired business.
Removed
We review and update our internal controls, disclosure controls and procedures, and corporate governance policies as our Company continues to evolve.
Added
While the use of AI in sales and programming offers potential efficiencies and enhanced targeting capabilities, it also exposes us to a variety of risks. AI-generated content may inadvertently contain errors, inaccuracies, or material that is inconsistent with our brand, regulatory requirements, or industry standards.
Removed
In addition, we are required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“ SOX ”) and management is required to report annually on our internal control over financial reporting.
Added
Additionally, reliance on AI tools may lead to the unintended use of third-party intellectual property or the generation of content that infringes on the rights of others, which could expose us to legal claims and reputational harm. ​ The rapidly evolving nature of AI technologies, as well as evolving laws and regulations governing their use, creates additional uncertainty and the potential for non-compliance with applicable laws, such as those related to data privacy, consumer protection, or advertising.
Removed
Our management’s evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2024 concluded that the Company has the following material weakness in its internal control over financial reporting: (i) Ineffective Controls over Broadcast Revenue Reconciliations – a lack of effectively designed and implemented monitoring controls over recorded broadcast revenue combined with a lack of segregation of duties within the Traffic Management system that did not restrict users’ or monitor access privileges commensurate with their assigned authority and responsibility; and (ii) Ineffective Controls over Digital Revenue Reconciliations – a lack of effectively designed and implemented monitoring controls over recorded digital revenue, including procedures over the retention of documentation to ensure existence, completeness and accuracy of data used to support accounts related to revenue and accounts receivable in the financial statement close process. 30 Table of Contents These ineffective controls, individually or in the aggregate, could result in misstatements of accounts or disclosures that would results in a material misstatement of the interim or annual Consolidated Financial Statements that would not be prevented or detected.
Added
If we are unable to effectively manage these risks, or if our use of AI results in regulatory investigations, enforcement actions, or negative publicity, our business, financial condition, and results of operations could be materially and adversely affected. ​ 31 Table of Contents ​ Risks Related to the Ownership of Our Stock Concentration of Ownership and Influence of Major Shareholders A small number of shareholders, including members of our board and current or former executive officers collectively hold a significant percentage of our outstanding common stock.
Removed
Such shortcomings could have an adverse effect on our business and financial results. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.
Added
As a result, these shareholders are able to exert influence over matters requiring shareholder approval. Capital Allocation Decisions, Including Dividends and Stock Repurchases Our capital allocation decisions, including the amounts allocated to stock repurchases, may not deliver the anticipated benefits to our shareholders and could adversely affect our business, financial condition, and results of operations.
Removed
Any failure or circumvention of the controls and procedures or failure to comply with regulation concerning control and procedures could have a material effect on our business, results of operations and financial condition.
Added
Decisions regarding the declaration and payment of dividends or the repurchase of our common stock are based on numerous factors, including our financial performance, cash flow, amount of cash and short-term investment balances, capital requirements, market conditions, and the judgment of our management and Board of Directors.
Removed
Any of these events could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively affect the market price of our shares, increase the volatility of our stock price and adversely affect our ability to raise additional funding.
Removed
The effect of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board and as executive officers. The Company is planning to take steps to remediate this material weakness.
Removed
We are a Smaller Reporting Company and Intend to Avail Ourselves of Certain Reduced Disclosure Requirements Applicable to Smaller Reporting Companies, which could make our Common Stock Less Attractive to Investors.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.
Biggest changeOur management team supervises efforts to prevent, detect, mitigate and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. 33 Table of Contents Pursuant to our CIRP, when a cybersecurity event has been identified through our detection processes, it is assessed in order to determine whether the event is a cybersecurity incident.
We own or lease our transmitter and antenna sites, with lease terms that expire in less than 1 year to 66 years. We do not anticipate any difficulties in renewing those leases that expire within the next five years or in leasing other space, if required. No one property is material to our overall operations.
We own or lease our transmitter and antenna sites, with lease terms that expire in less than 1 year to 65 years. We do not anticipate any difficulties in renewing those leases that expire within the next five years or in leasing other space, if required. No one property is material to our overall operations.
Item 1C. Cybersecurity Risk Management and Strategy We have established processes and policies for assessing, identifying and managing material risks posed by cybersecurity threats. Our processes and policies are based upon the National Institute of Standards and Technology (NIST) Cybersecurity Framework and include a Cybersecurity Incident Response Plan (“CIRP”).
Item 1C. Cybersecurity Risk Management and Strategy We have established processes and policies for assessing, identifying and managing material risks posed by cybersecurity threats. Our processes and policies are based upon the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and include a Cybersecurity Incident Response Plan (“CIRP”).
The types of properties required to support each of our stations include offices, studios, and transmitter and antenna sites. A station’s studios are generally housed 32 Table of Contents with its offices in business districts. The transmitter sites and antenna sites are generally located so as to provide maximum market coverage for our stations’ broadcast signals.
The types of properties required to support each of our stations include offices, studios, and transmitter and antenna sites. A station’s studios are generally housed with its offices in business districts. The transmitter sites and antenna sites are generally located so as to provide maximum market coverage for our stations’ broadcast signals.
As of December 31, 2024, the studios and offices of 25 of our 28 operating locations, including our corporate headquarters in Michigan, are located in facilities we own. The remaining studios and offices are located in leased facilities with lease terms that expire in 3.7 years to 6.9 years.
As of December 31, 2025, the studios and offices of 26 of our 29 operating locations, including our corporate headquarters in Michigan, are located in facilities we own. The remaining studios and offices are located in leased facilities with lease terms that expire in 2.8 years to 5.9 years.
Removed
Pursuant to our CIRP, when a cybersecurity event has been identified through our detection processes, it is assessed in order to determine whether the event is a cybersecurity incident.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 33 ​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 33 Item 6. [Reserved] 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35
Biggest changeItem 4. Mine Safety Disclosures 34 ​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 34 Item 6. [Reserved] 36 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 37

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeShares repurchased during the quarter were from the retention of shares for the payment of withholding taxes related to the vesting of restricted stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ Approximate ​ ​ ​ ​ ​ ​ ​ of ​ Dollar ​ ​ ​ ​ ​ ​ Shares ​ Value of ​ ​ ​ ​ ​ ​ Purchased ​ Shares ​ ​ Total ​ Average ​ as Part of ​ that May Yet be ​ ​ Number ​ Price ​ Publicly ​ Purchased ​ ​ of Shares ​ Paid per ​ Announced ​ Under the Period Purchased (1) Share Program Program (2) October 1 - October 31, 2024 ​ — ​ $ — ​ — ​ $ 17,965,746 November 1 - November 30, 2024 ​ 8,034 ​ $ 13.99 ​ — ​ $ 17,853,350 December 1 - December 31, 2024 ​ 13,116 ​ $ 12.73 ​ — ​ $ 17,686,383 Total 21,150 ​ $ — — ​ $ 17,686,383 (1) All shares were purchased other than through a publicly announced plan or program.
Biggest changeShares repurchased during the quarter were from the retention of shares for the payment of withholding taxes related to the vesting of restricted stock and from the purchase of shares under our Stock Buy-Back Program. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ Approximate ​ ​ ​ ​ ​ ​ ​ of ​ Dollar ​ ​ ​ ​ ​ ​ Shares ​ Value of ​ ​ ​ ​ ​ ​ Purchased ​ Shares ​ ​ Total ​ Average ​ as Part of ​ that May Yet be ​ ​ Number ​ Price ​ Publicly ​ Purchased ​ ​ of Shares ​ Paid per ​ Announced ​ Under the Period ​ ​ ​ Purchased (1) (3) ​ ​ ​ Share (2) ​ ​ ​ Program ​ ​ ​ Program (3) October 1 - October 31, 2025 ​ — ​ $ — ​ — ​ $ 17,686,383 November 1 - November 30, 2025 ​ 5,616 ​ $ 12.11 ​ 5,616 ​ $ 17,618,373 December 1 - December 31, 2025 ​ 213,710 ​ $ 11.54 ​ 213,710 ​ $ 15,153,267 Total 219,326 ​ $ 11.55 219,326 ​ $ 15,153,267 (1) From time to time, we may repurchase shares of our Class A Common Stock pursuant to our publicly announced share repurchase program through open market purchases, privately negotiated transactions, or pursuant to a trading plan adopted under Rule 10b5-1 under the Exchange Act.
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. Recent Sales of Unregistered Securities Not applicable.
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. Recent Sales of Unregistered Securities None.
Issuer Purchases of Equity Securities The following table summarizes our repurchases of our Class A Common Stock during the three months ended December 31, 2024.
Issuer Purchases of Equity Securities The following table summarizes our repurchases of our Class A Common Stock during the three months ended December 31, 2025.
As of March 25, 2025, there were approximately 175 holders of record of our Class A Common Stock. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
As of April 9, 2026, there were approximately 170 holders of record of our Class A Common Stock. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock trades on the NASDAQ Global Market of the NASDAQ Stock Market LLC under the ticker symbol SGA. The closing price for our Class A Common Stock on March 25, 2025 as reported by the NASDAQ was $12.55.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock trades on the NASDAQ Global Market of the NASDAQ Stock Market LLC under the ticker symbol SGA. The closing price for our Class A Common Stock on April 9, 2026, as reported by the NASDAQ was $11.62.
In February 2013, our Board of Directors authorized an increase in the amount committed to the Buy-Back Program from $60 million to approximately $75.8 million. Performance Graph We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are no longer required to provide a performance graph. ​
In March 2013, our Board of Directors authorized an amendment to our share repurchase program increasing the amount authorized from $60.0 million to $75.8 million in common stock. 35 Table of Contents Performance Graph We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are no longer required to provide a performance graph. ​
Dividends During 2024, the Company’s Board of Directors has declared four quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends, totaling $1.60 per share and approximately $10.0 million were paid during 2024. During 2023, the Company’s Board of Directors declared four quarterly cash dividends and one special dividend on its Class A Common Stock.
Dividends During 2025, the Company’s Board of Directors declared four quarterly cash dividends on its Class A Common Stock. These dividends, totaling $1.00 per share and approximately $6.4 million were paid during 2025. 34 Table of Contents During 2024, the Company’s Board of Directors declared four quarterly cash dividends and a variable dividend on its Class A Common Stock.
These dividends, totaling $3.00 per share and approximately $18.6 million were accrued or paid during 2023. In December 2022, the Board of Directors adopted a new variable dividend policy for the allocation of cash flows aligned with the Company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the Company through strategic acquisitions.
In December 2022, the Board of Directors adopted a variable dividend policy for the allocation of cash flows aligned with the Company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the Company through strategic acquisitions. The Company intends to pay regular quarterly cash dividends in the future.
As previously reported, our Board adopted a variable dividend policy for the allocation of available cash aligned with the goals of maintaining a strong balance sheet, increasing cash 33 Table of Contents returns to shareholders, and continuing to grow the Company through strategic acquisitions. The Company may also declare special dividends and implement stock buybacks in future periods.
Consistent with its strategic objective of maintaining a strong balance sheet and returning value to shareholders, the Board of Directors will also continue to consider declaring special cash dividends, variable dividends and stock buybacks in the future.
Removed
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.
Added
These dividends, totaling $1.60 per share and approximately $10.0 million were paid during 2024. Additionally, $12.5 million of dividends declared in the fourth quarter of 2023, were paid during 2024.
Removed
The shares were forfeited to the Company for payment of tax withholding obligations related to the vesting of restricted stock. (2) We have a Stock Buy-Back Program which allows us to purchase our Class A Common Stock.
Added
Of the purchased shares, 184,215 were purchased through privately negotiated transactions and 35,111 were forfeited to the Company for the payment of tax withholding obligations.
Added
(2) The average price paid per share, as applicable, reflects (i) the amount privately negotiated and (ii) the fair market value of our Class A Common Stock on the applicable vesting or settlement date for purposes of satisfying tax withholding obligations. (3) In 1998, we established a share repurchase program allowing us to purchase Class A Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

53 edited+30 added−19 removed31 unchanged
Biggest changeConsolidated Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 vs. 2023 ​ ​ ​ Years Ended December 31, $ Increase ​ % Increase ​ ​ 2024 2023 (Decrease) (Decrease) ​ ​ (In thousands, except %’s and per share information) ​ Net operating revenue $ 112,919 $ 115,504 $ (2,585) (2.2) % Station operating expense ​ 96,905 ​ 92,930 ​ 3,975 4.3 % Corporate general and administrative ​ 12,611 ​ 10,966 ​ 1,645 15.0 % Other operating expense (income), net ​ 1,048 ​ 120 ​ 928 N/M ​ Operating income ​ 2,355 ​ 11,488 ​ (9,133) (79.5) % Interest expense ​ 348 ​ 173 ​ 175 101.2 % Interest income ​ (1,047) ​ (1,441) ​ 394 N/M ​ Other income ​ (1,516) ​ (119) ​ (1,397) N/M ​ Income before income tax expense ​ 4,570 ​ 12,875 ​ (8,305) (64.5) % Income tax provision ​ 1,110 ​ 3,375 ​ (2,265) (67.1) % Net income ​ $ 3,460 ​ $ 9,500 ​ $ (6,040) (63.6) % ​ ​ ​ ​ ​ Earnings per share (diluted) ​ $ 0.55 ​ $ 1.55 ​ $ (1.00) (64.5) % ​ N/M = Not Meaningful ​ 38 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For the year ended December 31, 2024, consolidated net operating revenue was $112,919,000 compared with $115,504,000 for the year ended December 31, 2023, a decrease of $2,585,000 or 2.2%.
Biggest changeConsolidated Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 vs. 2024 ​ ​ ​ Years Ended December 31, $ Increase ​ % Increase ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ (Decrease) ​ ​ ​ (Decrease) ​ ​ ​ ​ ​ (In thousands, except %’s and per share information) ​ Net operating revenue ​ ​ ​ $ 107,112 ​ ​ ​ $ 112,919 ​ ​ ​ $ (5,807) ​ ​ ​ (5.1) % Station operating expense ​ 91,781 ​ 91,835 ​ (54) (0.1) % Corporate general and administrative ​ 12,322 ​ 12,398 ​ (76) (0.6) % Depreciation and amortization ​ ​ 5,178 ​ 5,283 ​ (105) (2.0) % Other operating (income) expense, net ​ (11,522) ​ 1,048 ​ (12,570) N/M ​ Impairment of goodwill ​ ​ 19,229 ​ — ​ ​ 19,229 N/M ​ Impairment of intangible assets ​ 1,168 ​ — ​ 1,168 N/M ​ Operating (loss) income ​ (11,044) ​ 2,355 ​ (13,399) (569.0) % Interest expense ​ 434 ​ 348 ​ 86 24.7 % Interest income ​ (904) ​ (1,047) ​ 143 N/M ​ Other income ​ (105) ​ (1,516) ​ 1,411 N/M ​ Income before income tax expense ​ (10,469) ​ 4,570 ​ (15,039) (329.1) % Income tax provision ​ (2,570) ​ 1,110 ​ (3,680) (331.5) % Net (loss) income ​ $ (7,899) ​ $ 3,460 ​ $ (11,359) (328.3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) earnings per share (diluted) ​ $ (1.22) ​ $ 0.55 ​ $ (1.77) (321.8) % ​ N/M = Not Meaningful ​ 40 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 For the year ended December 31, 2025, consolidated net operating revenue was $107,112,000 compared with $112,919,000 for the year ended December 31, 2024, a decrease of $5,807,000 or 5.1%.
General We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. We review acquisition opportunities on an ongoing basis.
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.
The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 31, 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.
The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 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.
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.
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 four years.
Deferred tax assets are reduced by valuation 42 Table of Contents allowances if the Company believes it is more than likely than not that some portion or the entire asset will not be realized. ​ Market Risk and Risk Management Policies Our earnings are affected by changes in short-term interest rates as a result of our long-term debt arrangements.
Deferred tax assets are reduced by valuation allowances if the Company believes it is more than likely than not that some portion or the entire asset will not be realized. ​ Market Risk and Risk Management Policies Our earnings are affected by changes in short-term interest rates as a result of our long-term debt arrangements.
The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $5,832,000, which included the purchase price of $5,300,000, the purchase of $499,000 in accounts receivable and transactional costs of approximately $121,000 offset by $88,000 in certain closing adjustments. ​ During 2024, the Company’s Board of Directors has declared four quarterly cash dividends and a variable dividend on its Class A Common Stock.
The Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $5,832,000, which included the purchase price of $5,300,000, the purchase of $499,000 in accounts receivable and transactional costs of approximately $121,000 offset by $88,000 in certain closing adjustments. ​ During 2025, the Company’s Board of Directors declared four quarterly cash dividends on its Class A Common Stock.
If we had borrowings against our long-term debt arrangements, in the event of an adverse change in interest rates, management may take actions to mitigate our exposure. Inflation The impact of inflation on our operations has not been significant to date.
If we had borrowings against our long-term debt arrangements, in the event of an adverse change in interest rates, management may take actions to mitigate our exposure. 45 Table of Contents Inflation The impact of inflation on our operations has not been significant to date.
Results of Operations The following tables summarize our results of operations for the two years ended years ended December 31, 2024 and 2023.
Results of Operations The following tables summarize our results of operations for the two years ended years ended December 31, 2025 and 2024.
Our capital expenditures, exclusive of acquisitions, for the year ended December 31, 2024 were $3,767,000 ($4,356,000 in 2023). We anticipate capital expenditures in 2025 to be approximately $4.0 million to $4.5 million, which we expect to finance through funds generated from operations.
Our capital expenditures, exclusive of acquisitions, for the year ended December 31, 2025 were $3,041,000 ($3,767,000 in 2024). We anticipate capital expenditures in 2026 to be approximately $3.5 million to $4.5 million, which we expect to finance through funds generated from operations.
An adverse change in any of these radio markets or relative market position in those markets could have a significant impact on our operating results as a whole. ​ The following tables describe the percentage of our consolidated net operating revenue represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ ​ Net Operating Revenue ​ ​ ​ for the Years ​ ​ ​ Ended December 31, ​ ​ 2024 2023 Market: Charleston, South Carolina 6 % 6 % Columbus, Ohio 8 % 9 % Des Moines, Iowa 5 % 5 % Milwaukee, Wisconsin 12 % 11 % Norfolk, Virginia 5 % 6 % 37 Table of Contents During the years ended December 31, 2024 and 2023, the radio stations in our five largest markets when combined, represented approximately 37% and 40%, respectively, of our consolidated station operating income.
An adverse change in any of these radio markets or relative market position in those markets could have a significant impact on our operating results as a whole. ​ The following tables describe the percentage of our consolidated net operating revenue represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ ​ Net Operating Revenue ​ ​ ​ for the Years ​ ​ ​ Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Market: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charleston, South Carolina 6 % 6 % Columbus, Ohio 7 % 8 % Milwaukee, Wisconsin 11 % 12 % Norfolk, Virginia 5 % 5 % Portland, Maine 5 % 5 % ​ ​ 39 Table of Contents During the years ended December 31, 2025 and 2024, the radio stations in our five largest markets when combined, represented approximately 39% and 40%, respectively, of our consolidated station operating income (loss).
We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our goodwill, however, these estimates and assumptions are highly judgmental in nature. Our estimated fair value of our goodwill exceeds our carrying value by 22%. Actual results can be materially different from estimate and assumptions.
We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our goodwill, however, these estimates and assumptions are highly judgmental in nature. Actual results can be 44 Table of Contents materially different from estimate and assumptions.
There was no impairment of broadcast licenses or goodwill in 2024 or 2023. ​ We believe our estimate of the value of our broadcast licenses is a critical accounting estimate as the value is significant in relation to our total assets, and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance of our stations.
We believe our estimate of the value of our broadcast licenses is a critical accounting estimate as the value is significant in relation to our total assets, and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance of our stations.
In February 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 the Buy-Back Program’s inception in 1998 through December 31, 2024, we have repurchased 2.2 million shares of our Class A Common Stock for $58.1 million.
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 the Buy-Back Program’s inception in 1998 through December 31, 2025, we have repurchased 2.4 million shares of our Class A Common Stock for $60.6 million.
We had approximately $45 million and $50 million unused borrowing capacity under the Revolving Credit Facility at December 31, 2024 and 2023, respectively. ​ 40 Table of Contents Sources and Uses of Cash During the years ended December 31, 2024 and 2023, we had net cash flows from operating activities of $13,772,000 and $15,379,000, respectively.
We had approximately $35 million and $45 million unused borrowing capacity under the Revolving Credit Facility at December 31, 2025 and 2024, respectively. 42 Table of Contents Sources and Uses of Cash During the years ended December 31, 2025 and 2024, we had net cash flows from operating activities of $5,464,000 and $13,772,000, respectively.
We had an increase of approximately $1,760,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $4,345,000 generated by stations we owned or operated for the comparable period in 2023 (“same station”).
We had an increase of approximately $725,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $6,532,000 generated by stations we owned or operated for the comparable period in 2024 (“same station”).
Treasury Bills at amortized cost basis that have a fair market value of $8.9 million. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from March 2025 to June 2025.
Treasury Bills at amortized cost basis that have a fair market value of $9.3 million. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from January 2026 to May 2026.
The following tables describe the percentage of our consolidated station operating income represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ ​ Station Operating Income(*) ​ ​ ​ for the Years Ended ​ ​ ​ December 31, ​ ​ 2024 2023 Market: ​ Charleston, South Carolina ​ 7 % 5 % Columbus, Ohio ​ 5 % 10 % Des Moines, Iowa ​ 3 % 4 % Milwaukee, Wisconsin ​ 17 % 12 % Norfolk, Virginia ​ 5 % 9 % (*) Operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets.
The following tables describe the percentage of our consolidated station operating income (loss) represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ ​ Station Operating Income(*) ​ ​ ​ for the Years Ended ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Market: ​ ​ ​ ​ ​ ​ ​ ​ ​ Charleston, South Carolina ​ 8 % 7 % Columbus, Ohio ​ 1 % 5 % Milwaukee, Wisconsin ​ 19 % 17 % Norfolk, Virginia ​ 4 % 5 % Portland, Maine ​ 7 % 6 % (*) Operating income (loss) plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, impairment of goodwill and impairment of intangible assets.
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 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.
We anticipate that any future acquisitions of radio stations and dividend payments will be financed through funds generated from operations, borrowings under the Credit Agreement, additional debt or equity financing, or a combination thereof.
We anticipate that any future acquisitions of radio stations and dividend payments will be financed through funds generated from operations, borrowings under the Credit Agreement, additional debt or equity financing, or a combination thereof. However, there can be no assurances that any such financing will be available on acceptable terms, if at all.
On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $5.3 million, subject to certain purchase price adjustments.
The Sale-Leaseback transaction is part of the Company’s previously announced plan to optimize its portfolio of assets including monetizing non-productive assets. ​ On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $5.3 million, subject to certain purchase price adjustments.
The decrease in our income tax expense is due to lower income before income tax expense for the comparable period. ​ 39 Table of Contents Liquidity and Capital Resources Debt Arrangements and Debt Service Requirements 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 (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.
Previously, 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 (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.
For example, we evaluate the performance of our markets based on “station operating income” (operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets).
For example, we evaluate the performance of our markets based on “station operating income” (operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, impairment of intangible assets and impairment of goodwill) and use “same station” financial information when analyzing year over year variances.
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 are 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. 36 Table of Contents 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.
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 are 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.
For illustrative purposes only, during our 2024 impairment test had the fair values of each of our broadcasting licenses been lower by 10% we would have recorded an additional broadcast license impairment of approximately $108,000; had the fair values of each of our broadcasting licenses been lower by 20%, we would have recorded an additional broadcast license impairment of approximately $335,000; and had the fair value of our broadcasting licenses been lower by 30%, we would have recorded an additional broadcast license impairment of approximately $714,000. ​ Additionally, our estimate of the value of our goodwill is a critical accounting estimate and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance.
For illustrative purposes only, during our 2025 impairment test had the discount rate of our broadcasting licenses that had been quantitatively tested been higher by 0.5% we would have recorded an additional broadcast license impairment of approximately $670,000. ​ Additionally, our estimate of the value of our goodwill is a critical accounting estimate and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance.
We had an increase of approximately $1,883,000 that was attributable to stations that we did not own or operate for the comparable period combined with an increase of $2,092,000 generated by stations we owned or operated for the comparable period in 2023.
We had an increase of approximately $842,000 that was attributable to stations that we did not own or operate for the comparable period offset with a decrease of $896,000 generated by stations we owned or operated for the comparable period in 2024.
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.
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. Same station financial information excludes stations that we did not own or operate for the entire comparable period.
The increase in other income is due to the $1,133,000 received related to the sale of an investment in BMI and $384,000 in insurance proceeds received as a result of weather-related damages. The gain on sale of investment and gain on insurance claims are recorded in other (income) expense, net in the Company’s Consolidated Statement of Income.
The other income in 2025 of $105,000 is related to insurance proceeds and in 2024 it is related to $1,133,000 received related to the sale of an investment in BMI and $383,000 in insurance proceeds. The gain on gain on insurance claims are recorded in other (income) expense, net in the Company’s Consolidated Statement of Income (Loss).
However, there can be no assurances that any such financing will be available on acceptable terms, if at all. ​ ​ 41 Table of Contents Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, 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.
Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, 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 had operating income for the year ended December 31, 2024 of $2,355,000 compared to $11,488,000 for the year ended December 31, 2023, a decrease of $9,133,000.
We had an operating loss for the year ended December 31, 2025 of $11,044,000 compared to operating income of $2,355,000 for the year ended December 31, 2024, a decrease of $13,399,000.
These dividends, totaling $1.60 per share and approximately $10.0 million were paid during 2024. During 2023, the Company’s Board of Directors declared four quarterly cash dividends and one special dividend on its Class A Common Stock. These dividends, totaling $3.00 per share and approximately $18.6 million were accrued or paid during 2023.
These dividends, totaling $1.00 per share and approximately $6.4 million were paid during 2025. During 2024, the Company’s Board of Directors declared four quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends, totaling $1.60 per share and approximately $10.0 million were paid during 2024. During 2025, we used the proceeds from our U.S.
During 2024, we used the proceeds from our U.S. Treasury Bills to purchase additional U.S. Treasury Bills when they were up for redemption at various times through the year. We redeemed $21.7 million in U.S. Treasury Bills and purchased an additional $19.7 million in U.S. Treasury Bills. At December 2024, we have recorded $8.9 million of held-to-maturity U.S.
Treasury Bills to purchase additional U.S. Treasury Bills when they were up for redemption at various times through the year. We redeemed $18.2 million in U.S. Treasury Bills and purchased an additional $18.2 million in U.S. Treasury Bills. At December 2025, we have recorded $9.3 million of 43 Table of Contents held-to-maturity U.S.
Broadcast Licenses and Goodwill: As of December 31, 2024, we have recorded approximately $91,497,000 in broadcast licenses and $19,229,000 in goodwill, which represents 50% of our total assets.
Broadcast Licenses and Goodwill: As of December 31, 2025, we have recorded approximately $90,311,000 in broadcast licenses, which represents 45% of our total assets.
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.
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 decrease in same station revenue in 2024 was due to decreases in gross local revenues of $8,868,000 partially offset by increases in gross political revenue of $2,308,000 and gross interactive or digital revenue of $1,745,000 and a decrease in agency commission of $439,000 from 2023.
The decrease in same station revenue in 2025 was due to decreases in gross local revenues of $5,202,000, gross political revenue of $2,613,000, gross national revenue of $1,741,000 and gross non-spot revenue of $235,000 partially offset by increases in gross interactive or digital revenue of $2,603,000 and a decrease in agency commission of $985,000 from 2024.
During the year ended December 31, 2024, approximately 21,865 shares were retained for payment of withholding taxes for $290,344 related to the vesting of restricted stock. We halted the directions for any additional buybacks under our plan in 2020. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.
During the year ended December 31, 2025, approximately 184,000 shares were repurchased for $2,100,000 under privately negotiated transactions and approximately 35,000 shares were retained for payment of withholding taxes for $400,000 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.
We conduct the impairment testing of broadcast licenses and goodwill annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.
We conduct the impairment testing of broadcast licenses and goodwill annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. During the fourth quarter of 2025, we recorded an impairment loss of $20,397,000 for broadcast licenses and goodwill. There was no impairment of broadcast licenses or goodwill in 2024.
Our Radio Station’s get the advertiser wanted and our digital platform gets the advertiser found and chosen. ​ During the years ended December 31, 2024 and 2023, our Charleston, South Carolina; Columbus, Ohio; Des Moines, Iowa; Milwaukee, Wisconsin; and Norfolk, Virginia markets, when combined, represented approximately 36% and 37%, respectively, of our consolidated net operating revenue.
During the years ended December 31, 2025 and 2024, our Charleston, South Carolina; Columbus, Ohio; Milwaukee, Wisconsin; Norfolk, Virginia; and Portland, Maine markets, when combined, represented approximately 34% and 36%, respectively, of our consolidated net operating revenue.
For illustrative purposes only, if the discount rate increased by 1.0%, the estimated fair value of our goodwill would only exceed our carrying value by 13%. ​ Tax Provisions: Our estimates of income taxes and the significant items giving rise to the deferred tax assets and liabilities are shown in the notes to our consolidated financial statements and reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to both timing and probability of these estimates.
Changes in these assumptions would also affect the amount of amortization expense recognized in future periods. ​ Tax Provisions: Our estimates of income taxes and the significant items giving rise to the deferred tax assets and liabilities are shown in the notes to our consolidated financial statements and reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to both timing and probability of these estimates.
Our net operating revenue, station operating expense and operating income vary from market to market based upon the market’s rank or size which is based upon population and the available radio advertising revenue in that particular market.
We expect political revenue in 2026 to increase from 2025 levels as a result of more elections in 2026 at the local, state and national levels. 37 Table of Contents Our net operating revenue, station operating expense and operating income vary from market to market based upon the market’s rank or size which is based upon population and the available radio advertising revenue in that particular market.
Our stations strive to maximize revenue by constantly managing the number of commercials available for sale and by adjusting prices based upon local market conditions and ratings.
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 by adjusting prices based upon local market conditions and ratings.
The decrease was a result of the decrease in net operating revenue and the increase in station operating expense, described above, combined with an increase in our corporate general and administrative expenses of $1,645,000 and an increase in other operating expense of $928,000.
The remaining decrease was a result of the decrease in net operating revenue, partially offset by the decrease in station operating expense, described above, partially offset by a decrease in our corporate general and administrative expenses of $76,000 and a decrease in depreciation and amortization expense of $105,000.
Our gross political revenue for the years ended December 31, 2024 and 2023 was $3,263,000 and $944,000, respectively. We expect political revenue in 2025 to decrease from 2024 levels as a result of less elections in 2025 at the local, state and national levels.
Political revenue was significantly lower in 2025 due to the decreased number of national, state, and local elections in most of our markets as compared to 2024. Our gross political revenue for the years ended December 31, 2025 and 2024 was $650,000 and $3,263,000, respectively.
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 (4.49% at December 31, 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 (3.87% at December 31, 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.
In 2024, we recorded a loss on the sale of fixed assets and intangible assets of $1,048,000 compared to a loss on the sale of fixed assets of $120,000 in 2023.
In 2025, we recorded a gain on the sale of fixed assets of $11,522,000 compared to a loss on sale of fixed assets and intangibles of $1,048,000 in 2024 as described in Note 16 (Sale-Leaseback Transaction) and Note 9 (Acquisitions and Disposals).
The decrease in net income is due to the decrease of operating income, described above, an increase in interest expense of $175,000, and a decrease in interest income of $394,000 partially offset by an increase in other income of $1,397,000 and a decrease in income taxes of $2,265,000.
The decrease in net income is due to the decrease of operating income, resulting primarily from the non-cash impairment charges described above. We also experienced an increase in interest expense of $86,000, a decrease in interest income of $143,000, a decrease in other income of $1,411,000 which were partially offset by a decrease in income taxes of $3,680,000.
We had $5,000,000 debt outstanding at December 31, 2024 and no debt outstanding at December 31, 2023.
We had $5,000,000 debt outstanding at December 31, 2025 and December 31, 2024 that we borrowed in conjunction with our Lafayette acquisition.
The most significant decreases in gross local revenue occurred in our Clarksville, Tennessee; Columbus, Ohio; Des Moines, Iowa; and Milwaukee, Wisconsin; markets partially offset by increases at our Asheville, North Carolina and Charlottesville, Virginia. The decrease in our agency commissions is due to the decrease in local agency revenue.
The most significant decreases in gross local revenue occurred in our Columbus, Ohio; Des Moines, Iowa; Ithaca, New York; Jonesboro, Arkansas; Keene, New Hampshire/Brattleboro, Vermont; and Norfolk, Virginia markets partially offset by an increase at our Asheville, North Carolina market. The gross political revenue decreased due to a decrease in the number of national, state and local elections.
Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year. Political revenue was significantly higher in 2024 due to the increased number of national, state, and local elections in most of our markets as compared to 2023.
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.
The increase in same station operating expenses was primarily a result of increases in compensation-related expenses, bad debt expenses, interactive fulfillment and content expenses, sales rating survey expenses and advertising and promotion expenses of $1,061,000, $582,000, $283,000, $249,000, and $135,000, respectively, partially offset by decreases in music licensing expenses and barter expenses of $120,000 and $103,000, respectively from 2023.
The decrease in same station operating expenses was primarily a result of decreases in compensation-related expenses, advertising and promotional expenses, bad debt expenses and maintenance and repairs expenses of $2,323,000, $470,000, $316,000 and $225,000, respectively, partially offset by increases in music licensing expenses and digital services expenses of $2,121,000 and $367,000, respectively from 2024.
The gross political revenue increased due to an increase in the number of national, state and local elections. The increase in gross interactive results is primarily due to an increase in our streaming and website advertising revenue.
The increase in gross digital revenue is primarily due to an increase in our streaming, website advertising, search engine management (“SEM”) and targeted display revenue. The decrease in our agency commissions is due to the decrease in local agency revenue.
Station operating expense was $96,905,000 for the year ended December 31, 2024, compared with $92,930,000 for the year ended December 31, 2023, an increase of $3,975,000 or 4.3%.
Station operating expense was $91,781,000 for the year ended December 31, 2025, compared with $91,835,000 for the year ended December 31, 2024, a decrease of $54,000 or 0.1%.
For the years ended December 31, 2024 and 2023, approximately 88% 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.
The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff. For the years ended December 31, 2025 and 2024, approximately 91% and 88%, respectively, of our radio stations’ gross revenue was from local advertising.
The increase in corporate general and administrative expenses was primarily attributable to increases in stock-based compensation, expense related to the income tax obligation relating to the transfer of a split dollar life insurance policy to our former CEO, Ed Christian’s estate, computer software and cybersecurity expenses, compensation-related expenses and travel-related expenses of $835,000, $500,000, $385,000, $334,000, and $79,000, respectively, partially offset by a decrease in insurance-related expenses of $561,000.
The decrease in corporate general and administrative expenses was primarily attributable to decreases in the expense related to the income tax obligation relating to the transfer of a split dollar life insurance policy to our former CEO, Ed Christian’s estate of $500,000 recorded in 2024, and other travel related and manager meetings expenses totaling $182,000 partially offset but increases related to shareholder activism and a potential proxy contest of $226,000, and increases in our stock-based compensation and insurance-related expenses of $162,000 and $138,000, respectively. 41 Table of Contents We generated a net loss of $7,899,000 ($1.22 per share on a fully diluted basis) during the year ended December 31, 2025, compared to net income $3,460,000 ($0.55 per share on a fully diluted basis) for the year ended December 31, 2024, a decrease of $11,359,000.
Removed
Revision of Previously Issued Consolidated Financial Statements In connection with our review of certain digital expenses, we noted we had previously reported revenue net of expenses to third-party providers under the agent treatment, when in fact we were operating as the principal and should have been reporting the gross revenue and the expenses as part of station operating expense.
Added
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. 38 Table of Contents We continue to execute Saga’s digital strategy focused on the consumer journey.
Removed
As a result, our revenue and station operating expense for the years ended December 31, 2024 and 2023 were understated by approximately $2.6 million and $2.7 million, respectively with no impact on operating income, the provision for income taxes, net income, earnings per share, cash flows or retained earnings.
Added
Our integrated 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.
Removed
In addition, we noted that our quarterly financial data for the first three quarters of the year ended December 31, 2024 and for each quarter of the year ended December 31, 2023 that our revenue and station operating expenses were understated.
Added
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.
Removed
There was no impact on our Consolidated Balance Sheets as of December 31, 2024 and 2023, to our Consolidated Statements of Stockholders' Equity as of December 31, 2024 and 2023 or to our Consolidated Statement of Cash Flows for the years ended December 31, 2024 and 2023.
Added
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.
Removed
In accordance with Staff Accounting Bulletin ("SAB") No. 99 Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the error as part of our year-end financial reporting process for the year ended December 31, 2024 and took into consideration the impact for the interim periods of the three months ended March 31, 2024, three and six months ended June 30, 2024, three and nine months ended September 30, 2024.
Added
For the years ended December 31, 2025 and 2024, approximately 15% and 12%, 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.
Removed
We determined that the impact was not material to our results of operations or financial position for any prior annual or interim period.
Added
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. 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.
Removed
Included in our annual reporting on Form 10-K for the year ended December 31, 2024 the impacts to the net revenue and station operating expenses amounts on the Consolidated Statement of Income 35 Table of Contents previously reported for each of the years ended December 31, 2024 and 2023 and interim periods ended March 31, 2024 and 2023, June 30, 2024 and 2023 and September 30, 2024 and 2023 were presented.
Added
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.
Removed
Adjustments made as a result of and in connection with these revisions are more fully discussed in Note 2, Revisions of Previously Issued Consolidated Financial Statements.
Added
The decrease in gross national revenue is primarily due to decreases in our Charleston, South Carolina; Columbus, Ohio; Manchester, New Hampshire; Ocala, Florida; and Portland Maine, partially offset by an increase in our Norfolk, Virginia market.
Removed
Our discussion and analysis of financial condition and results of operations have been amended to consider the effects of the revision as it relates to the years ended December 31, 2024 and 2023. ​ Radio Stations Our radio stations’ primary source of revenue is from the sale of advertising for broadcast on our stations.
Added
As disclosed in Note 12 in the accompanying notes to the consolidated financial statements, on August 19, 2025 the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolved rate-setting proceedings pending in the United States District Court for the Southern District of New York.
Removed
We continue to execute Saga’s digital strategy focused on the consumer as opposed to the product oriented, low margin, high attrition offerings that many third-party providers deliver. There has been a significant increase in digital ad spending. According to eMarketer 2024, excluding political, there was approximately $421 billion spent on advertising in the U.S.
Added
The settlements established final license fee rates which apply retroactively for the period January 1, 2022 through December 31, 2025 and on a go forward basis until December 31, 2029.
Removed
They estimate digital advertising to be approximately $309 billion of the total spend. The Radio Advertising Bureau recently released a report that radio surpassed the $2 billion mark in digital sales. This represents 0.67% of eMarketer’s estimated digital advertising spend leaving a lot of room for growth.
Added
During the year ended December 31, 2025, the Company recorded an aggregate of approximately $2.2 million related to the ASCAP and BMI retroactive adjustments in station operating expenses in the Company’s Consolidated Statement of Income (Loss).
Removed
Saga’s “Blended Advertising” process focuses on providing our customers with simple digital advertising solutions (SEM, SEO, Targeted Display among others) that are easy to understand and buy in conjunction with radio. These are the same local advertisers that studies show say they trust radio account executives the most for market knowledge and advice but aren’t currently buying digital from us.
Added
The primary reasons for the operating loss in 2025 compared to 2024 is because of the non-cash impairment charge of $20,397,000 recorded in the fourth quarter of 2025 (as described in Note 3 in the accompanying notes to the consolidated financial statements) partially offset by operating income of $11,522,000 primarily related to the sale of 24 telecommunications towers and related real property and other assets located at 22 tower sites.
Removed
Our digital strategy focuses on the consumer journey as they Click, Visit, Call and Search.
Added
The recent economic slowdown has negatively affected the radio broadcasting industry as advertising revenues continued to decline in latter part of 2025 and our digital advertising growth did not outpace the declines in radio broadcasting advertising.
Removed
The loss on sales of fixed assets and intangible assets recorded in other operating expense in 2024 primarily relates to the sale of WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market and the relinquishment of our FCC license for KBAI-AM located in our Bellingham, Washington market described in footnote 10 (Acquisitions and Dispositions).

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Other SGA 10-K year-over-year comparisons