Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2025

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements.

In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of September 30, 2025 and the results of operations for the three and nine months ended September 30, 2025 and 2024. Results of operations for three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

We own or operate broadcast properties in 28 markets, including 82 FM and 30 AM radio stations and 79 metro signals.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. (the “Company”) annual report on Form 10-K for the year ended December 31, 2024.

We have evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2025, for items that should potentially be recognized in these financial statements or discussed within the notes to these financial statements.

Earnings Per Share Information

Earnings Per Share Information

Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of Common Stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan and the Company’s 2023 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities.

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
	(In thousands, except per share data)
Numerator:
Net (loss) income	$	(532)	$	1,267	$	(979)	$	2,191
Less: (Loss) income allocated to unvested participating securities		(28)		39		(45)		69
Net (loss) income available to common shareholders	$	(504)	$	1,228	$	(934)	$	2,122
Denominator:
Denominator for basic earnings per share — weighted average shares		6,164		6,075		6,156		6,070
Effect of dilutive securities:
Common stock equivalents		—		—		—		—
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		6,164		6,075		6,156		6,070
(Loss) income per share:
Basic	$	(0.08)	$	0.20	$	(0.15)	$	0.35
Diluted	$	(0.08)	$	0.20	$	(0.15)	$	0.35

There were no stock options outstanding that had an anti-dilutive effect on our earnings per share calculation for the three and nine months ended September 30, 2025 and 2024, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price.

Financial Instruments

Financial Instruments

We account for marketable securities in accordance with ASC 320, “Investments – Debt Securities,” which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At September 30, 2025 and December 31, 2024, we have recorded $9.2 million and $8.9 million, respectively, of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $9.2 million and $8.9 million, respectively. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from October 2025 to March 2026.

Our financial instruments are comprised of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at September 30, 2025.

Allowance for Credit Losses

Allowance for Credit Losses

A provision for credit losses is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of uncertain economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Our allowance for credit losses was $1,060,000 and $1,071,000 at September 30, 2025 and December 31, 2024, respectively. The activity in the allowance for credit losses during the nine months ended September 30, 2025 was as follows:

					Write Off of
	Balance		Charged to		Uncollectible		Balance at
	at Beginning		Costs and		Accounts, Net of		End of
Nine Months Ended	of Period		Expenses		Recoveries		Period
	(in thousands)
September 30, 2025	$	1,071	$	372	$	(383)	$	1,060

Income Taxes

Income Taxes

Our effective tax rate differs from the federal statutory rate as a result of the inclusion of state taxes in the income tax amount and permanent differences related to executive compensation. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period.

Segments

Segments

We serve twenty-eight radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Company’s Chief Executive Officer is our Chief Operating Decision Maker (“CODM”) and evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. The CODM is regularly provided with financial information consistent with the Condensed Consolidated Statement of Income presented within. Specifically, the CODM utilizes consolidated operating income as profitability measures for purposes of making operating decisions and assessing financial performance. Further, the CODM reviews and utilizes station operating expense and corporate general and administrative expenses at the consolidated level to manage the Company’s operations. Other segment items included in the consolidated net income are interest expense, interest income, other (income) expenses, net and income tax (benefit) expense, which are reflected in the Condensed Consolidated Statement of Income. We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary.

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(In thousands)				(In thousands)
Programming and Technical	$	9,338	$	7,528	$	23,877	$	22,247
Station General and Administrative		6,847		6,801		20,615		21,055
Selling		5,614		5,827		16,488		17,354
Interactive		1,991		1,625		5,462		5,099
Other (1)		884		928		2,421		2,718
Station Operating Expense	$	24,674	$	22,709	$	68,863	$	68,473
(1) Other includes production and news departments, advertising and promotional expense.

Time Brokerage Agreements/Local Marketing Agreements

Time Brokerage Agreements/Local Marketing Agreements

We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets.

Asset Held For Sale

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. Upon classification as held for sale, non-current assets or disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Depreciation or amortization on such assets ceases from the date of classification. During the third quarter of 2025, based on our preliminary evaluation of the accounting for the following transaction as a probable qualified sale, the Company met the criteria related to certain tower assets and in the fourth quarter of 2025, the Company sold those tower sites, as described in Footnote 16, Subsequent Events. As of September 30, 2025, assets held for sale were $4.4 million and liabilities held for sale were $840,000. Assets held for sale consist primarily of property, plant and equipment, net of $3.4 million and right of use assets of $900,000, and other assets of $71,000. Liabilities held for sale consist primarily of lease liabilities. There were no assets held for sale or liabilities held for sale as of December 31, 2024.

Reclassifications

Reclassifications

Certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net income (loss), total assets, cash flows or shareholder’s equity.