Acquisitions and Dispositions

6 Months Ended

Jun. 30, 2025

Acquisitions and Dispositions

Acquisitions and Dispositions

7. Acquisitions and Dispositions

The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisitions under the provisions of FASB ASC Topic 805, Business Combinations.

Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach.

​2025 Dispositions

On February 18, 2025, we submitted a request to the FCC to cancel our FCC license for WVAX-AM located in our Charlottesville, Virginia market. We recorded a $19,000 loss on the disposal in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations.

2024 Acquisitions and Dispositions

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 Company closed on this transaction on May 31, 2024, using funds from operations and borrowings under our credit agreement, of $5,832,000, which included the purchase price of $5,300,000, the purchase of $499,000 in accounts receivable and transactional costs of approximately $121,000 offset by $88,000 in certain closing adjustments. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in Lafayette, Indiana as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The $76,000 allocated to goodwill is deductible for tax purposes. The fair value of the property and equipment was estimated using cost and market approaches. The fair value of the FCC license was estimated using the discounted cash flow method. Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets. The Company finalized the fair value of the FCC license and goodwill during the fourth quarter of 2024 from the initial estimated after final determination of key assumptions used in the discounted cash flow analysis. The key assumptions used in the discounted cash flow analysis for the fair value of the FCC license were as follows:

Discount rate	9.5	%
Operating profit margin ranges	27.5	%
Market long-term revenue growth rates	0.5	%

On May 31, 2024, we closed on an agreement to sell WNDN-FM located in our Ocala-Gainesville, Florida market to Suncoast Radio, Inc. for $150,000. We recorded a $20,000 loss on the sale in our other operating (income) expense, net line on our Condensed Consolidated Statement of Operations.

On March 29, 2024, we closed on an agreement to sell WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market to EZ Radio LLC for $10,000. We recorded a $147,000 loss on the sale in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations.

On March 22, 2024, we submitted a request to the FCC to cancel our FCC license for KBAI-AM located in our Bellingham, Washington market. We recorded a $800,000 loss on the disposal in our other operating (income) expense, net line item on our Condensed Consolidated Statement of Operations.

Condensed Consolidated Balance Sheet of 2025 and 2024 Acquisitions:

The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2025 and 2024 acquisitions. The allocation of the purchase price for the 2024 acquisition was final at December 31, 2024.

Saga Communications, Inc.

Condensed Consolidated Balance Sheet of 2025 and 2024 Acquisitions

	Acquisitions in
	2025		2024
	(In thousands)
Assets Acquired:
Current assets	$	—	$	534
Property and equipment		—		2,035
Other assets:
Broadcast licenses		—		2,150
Goodwill		—		76
Other intangibles, deferred costs and investments		—		1,044
Total other assets		—		3,270
Total assets acquired		—		5,839
Liabilities Assumed:
Current liabilities		—		128
Total liabilities assumed		—		128
Net assets acquired	$	—	$	5,711

Pro Forma Results of Operations for Acquisitions (Unaudited)

The following unaudited results of our operations for the three and six months ended June 30, 2025 are actual results and the unaudited proforma results of operations for the three and six months ended June 30, 2024 assume the 2024 acquisitions occurred as of January 1, 2024. The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations that would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future.

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2025		2024		2025		2024
	(In thousands, except per share data)				(In thousands, except per share data)
Pro forma Consolidated Results of Operations
Net operating revenue	$	28,229	$	30,256	$	52,441	$	56,178
Station operating expense		22,226		23,692		44,189		46,679
Corporate general and administrative		3,074		3,004		6,241		6,087
Depreciation and amortization		1,267		1,350		2,593		2,685
Other operating expense (income), net		253		6		307		977
Operating income (loss)		1,409		2,204		(889)		(250)
Interest expense		107		123		214		245
Interest income		(210)		(251)		(432)		(554)
Other income, net		(1)		(1,133)		(24)		(1,133)
Income (loss) before income tax expense		1,513		3,465		(647)		1,192
Income tax (benefit) expense
Current		510		816		(160)		275
Deferred		(125)		149		(40)		71
		385		965		(200)		346
Net income (loss)	$	1,128	$	2,500	$	(447)	$	846
Income (loss) per share:
Basic	$	0.18	$	0.40	$	(0.07)	$	0.13
Diluted	$	0.18	$	0.40	$	(0.07)	$	0.13