SAGA COMMUNICATIONS INC
For the period ended Dec 31, 2025. Filed Apr 14, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 14, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001558370-25-004153
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-14.
0001104659-26-043166
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 68 previous paragraphs and 73 current paragraphs.
34 unchanged; 23 reworded; 15 added; 9 removed; 2 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
Radio Stations and Complementary Digital Marketing Services
Current report
The advertising industry continues to evolve as businesses increasingly utilize multiple media channels to reach consumers. In response to these industry trends, we have expanded the range of advertising solutions offered to our clients to include both broadcast radio advertising and complementary digital marketing services.
Current report
We continue to execute Saga’s digital strategy focused on the consumer journey. 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.
Current report
Paid search advertising campaigns are designed to reach consumers actively searching for products or services. Targeted digital display advertising campaigns are delivered through programmatic advertising platforms and allow advertisers to reach audiences based on geographic location, behavioral attributes, contextual relevance and other targeting parameters. Most of our radio stations are able to be streamed on third party music platforms and our customers advertise between songs played on the streaming service. Additionally, we have online news sites, where advertisers place web banners that link to the client’s website. For the years ended December 31, 2025 and 2024, approximately 15% and 12%, respectively, of our radio stations’ gross revenue was from digital advertising.
Current report
Our digital advertising services are supported by a centralized team of digital implementation specialists who work in conjunction with local market personnel to execute and optimize campaigns. Campaign performance is monitored throughout the duration of the advertising schedule and clients are generally provided periodic reports which may include impressions, clicks, website visits, calls generated and other campaign performance indicators.
Current report
Our digital advertising services rely on a number of third-party technology platforms and advertising exchanges, including major search, social media and programmatic advertising providers. Changes in the policies, technologies or pricing structures of these platforms could affect the manner in which digital advertising services are delivered.
Current report
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.
Current report
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%. 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. 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. 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. 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. 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).
Current report
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. 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. 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. The revenue decline in the fourth quarter for the industry and the Company were greater than those originally forecasted and experienced in the first part of the year which was the primary reason for the impairment to broadcast license at our Ithaca, New York market and our goodwill for the Company. 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 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. 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.
Current report
On October 17, 2025 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, GTC Uno, LLC (“GTC”) and certain of the Company’s subsidiaries (the “Subsidiaries”), under which the Subsidiaries agreed to sell 24 telecommunications towers and related real property and other assets located at 22 sites (the “GTC Assets”) for a total cash purchase price of approximately $10.7 million (the “Sale-Leaseback Transaction”). The Purchase Agreement contains customary representations and warranties made by the Company, GTC and the Subsidiaries. On the Closing Date, the parties closed on the sale of the 22 tower sites. Sales proceeds, net of brokerage commissions and certain adjustments, of approximately $10.1 million were paid to the Company, with the remaining purchase price of $400 thousand paid into escrow. The Company recognized a gain on sale of $11.6 million, which includes the purchase price net of certain closing costs and legal expenses plus the estimated fair value of the difference between the present value of the contractual lease payments and the present value of estimated market lease payments obtained at closing of approximately $5.2 million less the carrying value of the towers. This gain is included in Other operating (income) expense, net in the consolidated statements of income (loss) for the year ended December 31, 2025. The Sale-Leaseback transaction is part of the Company’s previously announced plan to optimize its portfolio of assets including monetizing non-productive assets.
Current report
materially different from estimate and assumptions. Following the impairment charge, no goodwill remains recorded for the reporting unit.
Current report
**Sale Leaseback:**During 2025, the Company completed a sale-leaseback transaction involving 24 of its towers at 22 tower sites (the “Sale-Leaseback Transaction”). In connection with the Sale-Leaseback transaction, the Company sold the property to a third party and simultaneously entered into a 25-year lease agreement that allows the Company to continue using the property without contractual lease payments.
Current report
The Company evaluated the Sale-Leaseback transaction under the sale-leaseback guidance in ASC 842 and concluded that the transfer of the property qualified as a sale. Because the leaseback was not determined to be at fair value, the Company recognized prepaid rent that is included within the balance of right-of-use (“ROU”) assets representing the difference between the present value of the contractual lease payments and the present value of market lease payments.
Current report
The determination of the difference between the present value of the contractual lease payments and the present value of market lease payments requires significant judgment and estimation and could materially affect the Company’s financial position and results of operations. Accordingly, the Company considers this estimate to be a critical accounting estimate. The Company estimated the present value of market lease payments by:
Current report
The resulting present value represents the prepaid rent recorded in our right-of-use asset recognized at lease commencement, which is amortized on a straight-line basis over the 25-year lease term. The most significant assumptions used in estimating the fair value of the prepaid rent benefit include (1) Market rental rates for comparable properties in the relevant market; and (2) Discount rate. These assumptions were developed using a combination of third-party market data, comparable lease information, and internal analyses. Because the fair value of the prepaid rent benefit is based on estimates of market rental rates and discount rates, changes in these assumptions could materially affect the amount of the ROU asset recognized. Changes in these assumptions would also affect the amount of amortization expense recognized in future periods.
Removed paragraphs (9)
Previous report
Revision of Previously Issued Consolidated Financial Statements
Previous report
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. 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. 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. 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. 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. We determined that the impact was not material to our results of operations or financial position for any prior annual or interim period. 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
Previous report
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.
Previous report
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.*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.
Previous report
Radio Stations
Previous report
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. 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. 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. Our digital strategy focuses on the consumer journey as they Click, Visit, Call and Search. Our Radio Station’s get the advertiser wanted and our digital platform gets the advertiser found and chosen.
Previous report
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%. 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. 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.
Previous report
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. 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 increase in corporate general and administrative expenses was primarily attributable toincreases 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. 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. 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).
Previous report
Approximately $266,000 of debt issuance costs related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility. These debt issuance costs are included in other assets, net in the consolidated balance sheets. As a result of the Second Amendment, the Company incurred an additional $120,000 of transaction fees related to the Credit Facility that were capitalized. As a result of the Third Amendment, the Company incurred an additional $161,000 of transaction fees related to the Credit Facility that were capitalized. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility.
Reworded paragraphs (23)
Previous wording
We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) to assess our financial performance. For example, we evaluate the performance of our markets based on “station operating income” (operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets). Station operating income is generally recognized by the broadcasting industry as a measure of performance, is used by analysts who report on the performance of the broadcasting industry, and it serves as an indicator of the market value of a group of stations. In addition, we use it to evaluate individual stations, market-level performance, overall operations and as a primary measure for incentive based compensation of executives and other members of management. Station operating income is not necessarily indicative of amounts that may be available to us for debt service requirements, other commitments, reinvestment or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for, our results of operations presented on a GAAP basis.
Current wording
We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) to assess our financial performance. For example, we evaluate the performance of our markets based on “station operating income” (operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, impairment of intangible assets and impairment of goodwill) and use “same station” financial information when analyzing year over year variances. Station operating income is generally recognized by the broadcasting industry as a measure of performance, is used by analysts who report on the performance of the broadcasting industry, and it serves as an indicator of the market value of a group of stations. In addition, we use it to evaluate individual stations, market-level performance, overall operations and as a primary measure for incentive-based compensation of executives and other members of management. Station operating income is not necessarily indicative of amounts that may be available to us for debt service requirements, other commitments, reinvestment or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for, our results of operations presented on a GAAP basis. Same station financial information excludes stations that we did not own or operate for the entire comparable period.
Previous wording
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.
Current wording
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.
Previous wording
Most advertising contracts are short-term and generally run for a few weeks only. The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff. For the 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.
Current wording
Most advertising contracts are short-term and generally run for a few weeks only. The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff. For the years ended December 31, 2025 and 2024, approximately 91% and 88%, 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.
Previous wording
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. 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. 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.
Current wording
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. 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. 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.
Previous wording
When we acquire and/or begin to operate a station or group of stations we generally increase programming and advertising and promotion expenses to increase our share of our target demographic audience. Our strategy sometimes requires levels of spending commensurate with the revenue levels we plan on achieving in two to five years. During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations 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.
Current wording
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. 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.
Previous wording
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. 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.
Current wording
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. 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.
Previous wording
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. The following tables describe the percentage of our consolidated station operating income represented by each of these markets:
Current wording
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). The following tables describe the percentage of our consolidated station operating income (loss) represented by each of these markets:
Previous wording
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%. 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”). 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 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 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.
Current wording
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%. 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”). 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. 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. 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. 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.
Previous wording
We generated net income of $3,460,000 ($0.55 per share on a fully diluted basis) during the year ended December 31, 2024, compared to $9,500,000 ($1.55 per share on a fully diluted basis) for the year ended December 31,2023, a decrease of $6,040,000. 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 increase in interest expense is due to an increase in debt outstanding. The decrease in interest income is related to the decrease in the amount of short-term investment accounts. 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 decrease in our income tax expense is due to lower income before income tax expense for the comparable period.
Current wording
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. 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. The increase in interest expense is due to an increase in debt outstanding. The decrease in interest income is related to the decrease in the amount of short-term investment accounts. 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). The decrease in our income tax expense is due to the net loss before income tax benefit compared to the net income before income tax expense for the comparable period.
Previous wording
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.
Current wording
In connection with the Sale-Leaseback Transaction described in Note 16 to the accompanying consolidated financial statements, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $50,000,000 to $40,000,000, and (ii) releasing the Agent’s security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral. 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.
Previous wording
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%. The spread over SOFR and the base rate vary from time to time, depending upon our financial leverage. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25% per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Credit Facility.
Current wording
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. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25% per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Credit Facility.
Previous wording
We had $5,000,000 debt outstanding at December 31, 2024 and no debt outstanding at December 31, 2023.
Current wording
We had $5,000,000 debt outstanding at December 31, 2025 and December 31, 2024 that we borrowed in conjunction with our Lafayette acquisition.
Previous wording
We had approximately $45 million and $50 million unused borrowing capacity under the Revolving Credit Facility at December 31, 2024 and 2023, respectively.
Current wording
We had approximately $35 million and $45 million unused borrowing capacity under the Revolving Credit Facility at December 31, 2025 and 2024, respectively.
Previous wording
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 believe that cash flow from operations will be sufficient to meet any quarterly debt service requirements for interest and scheduled payments of principal under the Credit Facility if we borrow in the future. However, if such cash flow is not sufficient, we may be required to sell additional equity securities, refinance our obligations or dispose of one or more of our properties in order to make such scheduled payments. There can be no assurance that we would be able to effect any such transactions on favorable terms, if at all.
Current wording
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 believe that cash flow from operations will be sufficient to meet any quarterly debt service requirements for interest and scheduled payments of principal under the Credit Facility if we borrow in the future. However, if such cash flow is not sufficient, we may be required to sell additional equity securities, refinance our obligations or dispose of one or more of our properties in order to make such scheduled payments. There can be no assurance that we would be able to effect any such transactions on favorable terms, if at all.
Previous wording
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. 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.
Current wording
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. 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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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.
Current wording
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.
Previous wording
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 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.
Current wording
During 2025, 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 $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
Previous wording
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. In assessing the recoverability of these assets, we must conduct impairment testing and charge to operations an impairment expense only in the periods in which the carrying value of these assets is more than their fair value. 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.
Current wording
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. In assessing the recoverability of these assets, we must conduct impairment testing and charge to operations an impairment expense only in the periods in which the carrying value of these assets is more than their fair value. 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.
Previous wording
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. These variables include but are not limited to: (1) the forecast growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6)terminal values. Changes in our estimates of the fair value of these assets could result in material future period write-downs in the carrying value of our broadcast licenses. 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.
Current wording
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. These variables include but are not limited to: (1) the forecast growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. Changes in our estimates of the fair value of these assets could result in material future period write-downs in the carrying value of our broadcast licenses. As a result of our annual broadcast license impairment test in the fourth quarter of 2025, we noted that the fair value exceeded the carrying value of our broadcast license in Ithaca, New York, resulting in a $1.2 million non-cash impairment charge. 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.
Previous wording
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 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. If actual market conditions are less favorable than those projected by the industry or by us, of if events occur or circumstances changes that would reduce the estimated fair value of our goodwill below the carrying value, we may recognize future impairment charges, the amount of which may be material. 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%.
Current wording
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. As part of our annual goodwill impairment test in the fourth quarter of 2025, which indicated that the fair value of the reporting unit was below its carrying value, we have reduced our goodwill to zero, resulting in a $19.2 million non-cash impairment charge. The impairment was driven by lower than expected revenue growth seen in the fourth quarter of 2025 for our radio advertising revenue and the radio industry as a whole which resulted in less than favorable market projections and operating profit margins used in our annual impairment calculation performed in the fourth quarter. 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
Previous wording
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. Actual income taxes could vary from these estimates due to future changes in income tax law or results from the final review of our tax returns by federal, state or foreign tax authorities. We use our judgment to determine whether it is more likely than not that our deferred tax assets will be realized. Deferred tax assets are reduced by valuation
Current wording
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. Actual income taxes could vary from these estimates due to future changes in income tax law or results from the final review of our tax returns by federal, state or foreign tax authorities. We use our judgment to determine whether it is more likely than not that our deferred tax assets will be realized. 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.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
held-to-maturity U.S. 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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
There was no impairment of broadcast licenses or goodwill in 2024 or 2023.
Previous report — wording carried elsewhere
allowances if the Company believes it is more than likely than not that some portion or the entire asset will not be realized.