What changed in this filing

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Item 1A. Risk Factors

2021-02-19 compared with 2020-02-21 · 321 added, 333 removed, 93 unchanged (88% of the section changed)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Our disclosure and analysis in this annual report on Form 10-K concerning our operations, cash flows and financial

position, including, in particular, the likelihood of our success in developing and expanding our business, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities

Act) and Section 21E of the Exchange Act.

Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends,

plans, believes, estimates and similar expressions are forward-looking statements.

Although these statements are based upon assumptions we consider reasonable, they are subject to risks and uncertainties that are

described more fully below.

Our disclosure and analysis in this annual report on Form 10-K concerning our operations, cash

flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the

Securities Act) and Section 21E of the Exchange Act.

Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates,

intends, plans, believes, estimates and similar expressions are forward-looking statements.

Although these statements are based upon assumptions we consider reasonable, they are subject to risks and

uncertainties that are described more fully below.

Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements.

The radio broadcasting industry faces many unpredictable business risks and is sensitive to external economic forces that could have a material adverse

effect on our advertising revenues and results of operations.

Our future operations are subject to many business risks, including those risks that

specifically influence the radio broadcasting industry, which could have a material adverse effect on our business.

We face risks related to health epidemics, natural disasters and other catastrophes, which have materially and adversely affected our results of

operations, liquidity and financial condition.

We are subject to social and natural catastrophic events that are beyond our control,

such as health epidemics, natural disasters and other catastrophes, which have materially and adversely affected our business and may continue to materially and adversely affect our results of operations, liquidity and financial condition.

In March 2020, COVID-19 was recognized as a pandemic

by the World Health Organization.

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant

volatility in U.S.

and international debt and equity markets.

We have been, and continue to be, impacted by deteriorating general economic conditions, which have caused a downturn in the advertising industry.

The decreased demand for advertising has

materially negatively impacted our results of operations, liquidity and financial condition.

We expect the current environment to continue for some time and for our results of operations, liquidity and financial condition to be materially adversely

impacted during that time.

The radio broadcasting industry faces many unpredictable business risks and is sensitive to external economic forces that

could have a material adverse effect on our advertising revenues and results of operations.

Our future operations are subject to many

business risks, including those risks that specifically influence the radio broadcasting industry, which could have a material adverse effect on our business.

These risks include, but are not limited to:

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increased competition for advertising revenues from Amazon, Apple, Facebook and Google;

changes in government regulations and policies and actions of federal regulatory bodies, including the Federal

Communications Commission, Internal Revenue Service, United States Department of Justice, and the Federal Trade Commission.

The main source of our revenue is the sale of advertising.

Our ability to sell advertising can be affected

by, among other things:

changes in government regulations and policies and actions of federal regulatory bodies, including the FCC,

Internal Revenue Service, United States Department of Justice, and the Federal Trade Commission.

The main source of our

revenue is the sale of advertising.

Our ability to sell advertising can be affected by, among other things:

economic conditions in the areas where our stations are located and in the nation as a whole;

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other factors beyond our control.

In addition, we believe that for most businesses, advertising is a discretionary business expense, meaning that spending on advertising tends to decline

disproportionately during an economic recession or downturn as compared to other types of business spending.

Further, 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.

The seasonality of our business reflects the adult

orientation of our formats and relationship between advertising purchases on these formats and the retail cycle.

This seasonality causes and will likely continue to cause a variation in our quarterly operating results.

Such variations could

have a material effect on the timing of our cash flows.

In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political

parties and special interest groups.

In addition, we believe that for most businesses, advertising is a discretionary business expense, meaning that spending on advertising tends

to decline disproportionately during an economic recession or downturn as compared to other types of business spending.

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.

The seasonality of our

business reflects the adult orientation of our formats and relationship between advertising purchases on these formats and the retail cycle.

This seasonality causes, and will likely continue to cause a variation in our quarterly operating

Such variations could have a material effect on the timing of our cash flows.

In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by

political candidates, political parties and special interest groups.

This political spending typically is heaviest during the fourth quarter of such years.

Additionally, unfavorable

changes in economic conditions as well as declining consumer confidence, recession and other factors could lead to decreased demand for advertising and negatively impact our advertising revenues and our results of operations.

We cannot predict with

accuracy the timing or duration of any economic downturn generally, or in the markets in which our advertisers operate.

If the economic environment does worsen, there can be no assurance that we will not experience a decline in revenues, which may

negatively impact our financial condition and results of operations.

Our radio stations may not be able to compete effectively in their respective

markets for advertising revenues, which could adversely affect our revenue and cash flows.

Additionally, unfavorable changes in economic conditions as well as declining consumer confidence, recession and other factors could lead to

decreased demand for advertising and negatively impact our advertising revenues and our results of operations.

We cannot predict with accuracy the timing or duration of any economic downturn generally, or in the markets in which our advertisers

If the economic environment does worsen, there can be no assurance that we will not experience a decline in revenues, which may negatively impact our financial condition and results of operations.

Our radio stations may not be able to compete effectively in their respective markets for advertising revenues, which could adversely affect our revenue

and cash flows.

We operate in a highly competitive business.

our audience share or advertising rates in a particular market may cause a decline in the revenue and cash flows of our stations located in that market.

Our radio stations compete for audiences and advertising revenues within their respective

markets directly with other radio stations, as well as with other media outlets.

These other media outlets include broadcast and cable television, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart

phones, tablets, and other wireless media, the internet, social media, smart speakers, podcasts and other forms of advertising.

Our radio stations also compete for audiences and advertising revenues within their respective markets directly with

Amazon, Apple, Facebook and Google.

Our radio stations could suffer a reduction in audience ratings or advertising revenue and could incur increased

promotional and other expenses if:

A decline in our audience share or advertising rates in a particular

market may cause a decline in the revenue and cash flows of our stations located in that market.

Our radio stations compete for audiences and advertising revenues within their respective markets directly with other radio stations, as well as with

other media outlets.

These other media

outlets include broadcast and cable television, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the

internet, social media, smart speakers, podcasts and other forms of advertising.

Our radio stations also compete for audiences and advertising revenues within their respective markets directly with Amazon, Apple, Facebook and Google.

Our radio stations could suffer a reduction in audience ratings or advertising revenue and could incur increased promotional and other

another radio station in a market was to convert its programming to a format similar to, and thereby compete more

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Other radio broadcasting companies may enter into markets in which we operate or may operate in the future.

These companies may be

larger and have more financial resources than we have.

companies may be larger and have more financial resources than we have.

As a result, our radio stations may not be able to maintain or increase their current audience ratings and advertising revenues.

Further, advertising revenue may vary from even- to odd-numbered years based on the volatility and unpredictability of

political advertising revenue.

Political advertising revenue from elections, which is generally greater in even-numbered years, has the potential to create fluctuations in our operating results on a year-to-year basis.

In addition, political advertising revenue is dependent on the level of political advertising expenditures and competitiveness of elections within each local market.

If we are unable to develop compelling and differentiated digital content, products and services, our

advertising revenues could be adversely affected.

In order to attract consumers and generate increased activity on our digital properties, we believe

that we must offer compelling and differentiated content, products and services.

However, acquiring, developing, and offering such content, products and services may require significant costs and time to develop, while consumer tastes may be

difficult to predict and are subject to rapid change.

If we are unable to provide content, products and services that are sufficiently attractive to our digital users, we may not be able to generate the increases in activity necessary to generate

increased advertising revenues.

Further, advertising revenue may vary from even- to odd-numbered years based on the volatility and

unpredictability of political advertising revenue.

Political advertising revenue from elections, which is generally greater in even-numbered years, has the potential to create fluctuations in our operating results on a

year-to-year basis.

In addition, political advertising revenue is dependent on the level of political advertising expenditures and competitiveness of elections within

each local market.

If we are unable to develop compelling and differentiated digital content, products and services, our advertising revenues could be

adversely affected.

In order to attract consumers and generate increased activity on our digital properties, we believe that we must

offer compelling and differentiated content, products and services.

However, acquiring, developing, and offering such content, products and services may require significant costs and time to develop, while consumer tastes may be difficult to predict

and are subject to rapid change.

If we are unable to provide content, products and services that are sufficiently attractive to our digital users, we may not be able to generate the increases in activity necessary to generate increased advertising

In addition, although we have access to certain content provided by our other businesses, we may be required to make substantial payments to license such content.

Many of our content arrangements with third parties

are non-exclusive, so competitors may be able to offer similar or identical content.

If we are not able to acquire or develop compelling content and do so at reasonable prices, or if other companies offer

content that is similar to that provided by our digital department, we may not be able to attract and increase the engagement of digital consumers on our digital properties.

Continued growth in our digital business also depends on our ability to continue offering a competitive and distinctive range of advertising products and

services for advertisers and publishers and our ability to maintain or increase prices for our advertising products and services.

Continuing to develop and improve these products and services require significant time and costs.

If we cannot continue

to develop and improve our advertising products and services or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected.

Many of our content arrangements with third parties are non-exclusive, so competitors may be able to offer similar or identical content.

If we are not able to acquire or develop compelling content and do so at reasonable prices, or if other companies offer content that

is similar to that provided by our digital department, we may not be able to attract and increase the engagement of digital consumers on our digital properties.

Continued growth in our digital business also depends on our ability to continue offering a competitive and distinctive range of advertising

products and services for advertisers and publishers and our ability to maintain or increase prices for our advertising products and services.

Continuing to develop and improve these products and services requires significant time and costs.

cannot continue to develop and improve our advertising products and services or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected.

Our success is dependent upon audience acceptance of our content, particularly our radio programs, which is difficult to predict.

Media and radio content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of media

content or a radio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance and perceptions by the public, which are difficult to predict.

The commercial success

of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general

economic conditions, and other tangible and intangible factors, all of which are difficult to predict.

Ratings for broadcast stations and traffic on a

particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives.

Poor ratings or traffic levels can lead to a reduction in pricing and advertising

For example, if there is an event causing a change of programming at one of our stations, there could be no assurance that any replacement programming would generate the same level of ratings, revenues, or profitability as the previous

Media and radio content production and distribution are inherently risky businesses because the revenues derived from the production and

distribution of media content or a radio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance and perceptions by the public, which are difficult to predict.

The commercial success of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time

activities, general economic conditions, and other tangible and intangible factors, all of which are difficult to predict.

broadcast stations and traffic on a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives.

Poor ratings or traffic levels can lead to a

reduction in pricing and advertising revenues.

or profitability as the previous programming.

In addition, changes in ratings methodology and technology could adversely impact our ratings and negatively affect our advertising revenues.

Finally, the costs of developing and distributing content and programming most popular with the public may change significantly if new performance royalties

(such as those that have been proposed by members of Congress from time to time) are imposed upon radio broadcasters or internet operators, and such changes could have a material impact upon our business.

We may not remain competitive if we do not respond to changes in technology, standards and services that affect our industry.

The radio broadcasting industry is subject to technological change, evolving industry standards and the emergence of alternate media platforms, technologies

and services.

Finally, the costs of developing and distributing content and programming most popular with

the public may change significantly if new performance royalties (such as those that have been proposed by members of Congress from time to time) are imposed upon radio broadcasters or internet operators, and such changes could have a material

impact upon our business.

We may not remain competitive if we do not respond to changes in technology, standards and services that affect our

The radio broadcasting industry is subject to technological change, evolving industry standards and the emergence of

alternate media platforms, technologies and services.

We may not have the resources to acquire and deploy other technologies or to introduce new services that could compete with these other technologies.

Competition arising from other technologies or regulatory change may have an adverse

effect on the radio broadcasting industry or on our Company.

Competition arising from other technologies

or regulatory changes may have an adverse effect on the radio broadcasting industry or on our Company.

Various other audio technologies and services that have been developed and introduced include:

home and personal digital audio devices (e.g.

smart phones, tablets, smart speakers);

home and personal digital audio devices (e.g., smart phones, tablets, smart speakers);

satellite delivered digital audio radio services that offer numerous programming channels;

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vehicles equipped with internet connectivity that increase the number of audio and video platforms available in

vehicles (e.g.

ATSC 3.0 technology).

These and other new technologies have the potential to change the means by which advertisers can

reach target audiences most effectively.

We cannot predict the effect, if any, that competition arising from other technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations.

Such new media and technology has resulted in increased fragmentation in the advertising market, and we cannot predict the effect, if any, that

additional competition arising from new technologies may have across our business or our financial condition and results of operations, which may be adversely affected if we are not able to adapt successfully to these new media technologies or

distribution platforms.

vehicles (e.g., ATSC 3.0 technology).

These and other new technologies have the potential to change the means by which

advertisers can reach target audiences most effectively.

We cannot predict the effect, if any, that competition arising from other technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and

results of operations.

Such new media and technology has resulted in increased fragmentation in the advertising market, and we cannot

predict the effect, if any, that additional competition arising from new technologies may have across our business or our financial condition and results of operations, which may be adversely affected if we are not able to adapt successfully to

these new media technologies or distribution platforms.

The continuing growth and evolution of channels and platforms has increased our challenges in differentiating ourselves from other media platforms.

We continually seek to develop and enhance our content offerings and

distribution platforms/methodologies.

Failure to effectively execute in these efforts, actions by our competitors, or other failures to deliver content effectively could hurt our ability to differentiate ourselves from our competitors and, as a

result, have adverse effects across our business.

We are dependent on federally-issued licenses to operate our radio stations and are subject to

extensive federal regulation.

The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act.

required to obtain licenses from the FCC to operate our radio stations.

We continually seek to develop and enhance

our content offerings and distribution platforms/methodologies.

Failure to effectively execute in these efforts, actions by our competitors, or other failures to deliver content effectively could hurt our ability to differentiate ourselves from our

competitors and, as a result, have adverse effects across our business.

We are dependent on federally issued licenses to operate our radio stations

and are subject to extensive federal regulation.

The radio broadcasting industry is subject to extensive regulation by the FCC under

the Communications Act.

We are required to obtain licenses from the FCC to operate our radio stations.

Our business depends upon maintaining our broadcast licenses, which are issued by the FCC for a term of eight years and are renewable.

Although the vast majority of FCC radio

station licenses are routinely renewed, we cannot assure you that the FCC will approve our future renewal applications or that the renewals will be for full eight-year terms or will not include conditions or qualifications that could adversely

affect our operations.

the vast majority of FCC radio station licenses are routinely renewed, we cannot assure you that the FCC will approve our future renewal applications or that the renewals will be for full eight-year terms or will not include conditions or

qualifications that could adversely affect our operations.

The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on us.

A renewal cycle for radio station

licenses began in June 2019 and will conclude in April 2022.

We must comply with extensive FCC regulations and policies regarding the ownership and

operation of our radio stations.

FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate any future transactions and in certain circumstances could require us to divest

one or more radio stations.

renewal cycle for radio station licenses began in June 2019 and will conclude in April 2022.

We must comply with extensive FCC

regulations and policies regarding the ownership and operation of our radio stations.

FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate any future transactions and

in certain circumstances could require us to divest one or more radio stations.

Online music services such as Amazon Music Unlimited, Apple Music, Pandora and Spotify are not regulated by the FCC;

therefore, they are not subject to any ownership restrictions or FCC regulations governing their

therefore, they are not subject to any ownership

restrictions or FCC regulations governing their operations.

Our ability to compete with online music services may be impeded because of the extensive FCC regulations to which we are subject.

The FCC also requires radio stations to comply with certain technical requirements to limit interference

between two or more radio stations.

Possible changes in interference protections, creation of additional classes of FM stations, spectrum allocations and other technical rules may negatively affect the operation of our stations.

If the FCC relaxes

certain technical requirements, it could impair the signals transmitted by our radio stations and could have a material adverse effect on us.

In addition, the FCC has recently increased its enforcement of certain regulations, including regulations

requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other matter broadcast by any radio station for which any money, service or other valuable

consideration is received, and requiring the maintenance of public inspection files for each radio station, which are maintained on an FCC database and therefore are easily accessible by members of the public and the FCC.

Moreover, these FCC

regulations and others may change over time and we cannot assure you that those changes would not have a material adverse effect on us.

The FCC regulates

FM translator stations as a secondary service, and in the event that an FM translator station causes actual interference to the signal of a radio or television station, FCC rules require the FM translator station to eliminate the interference and to

suspend operations if the interference cannot be eliminated.

If the FCC requires any FM translator station that we operate to modify its facilities to eliminate interference caused to another station or to cease broadcasting, it could

materially impair the operations of the station that the FM translator rebroadcasts which could have a material adverse effect on us.

enforcement of the FCCs indecency rules could have a material adverse effect on our business.

The FCCs rules prohibit the broadcast of

obscene material at any time and indecent material between the hours of 6 a.m.

The risk of violating the prohibition on the broadcast of indecent material is increased by the vagueness of the FCCs definition of indecent material,

coupled with the spontaneity of live programming.

The FCC has expanded the breadth of indecency regulation to include material that could be considered blasphemy, personally reviling epithets, profanity and vulgar

or coarse words amounting to a nuisance.

As a result, in the event that we broadcast material falling within the expanded breadth of the FCCs regulation, we could be subject to license revocation, renewal or qualifications proceedings, which

would put the licenses that we depend on for our operations in jeopardy.

In 2007, the monetary penalties for broadcasting indecent programming increased substantially.

The current maximum permitted fines are $414,454 per incident and $3,825,726 for

any continuing violation arising

from a single act or failure to act.

In a decision issued in June 2012, the Supreme Court did not find that the FCCs indecency standards were inconsistent with the First Amendment, which

means the FCC may continue to enforce the standards.

In April 2013, the FCC requested comments on its indecency policy.

The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts its review of its

indecency policy generally, and in March 2015, the FCC issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station.

Because the FCC may investigate indecency complaints prior to notifying a

licensee of the existence of a complaint, a licensee may not have knowledge of a complaint unless and until the complaint results in the issuance of a formal FCC letter of inquiry or notice of apparent liability for forfeiture.

We may in the future become subject to additional inquiries or proceedings related to our radio stations broadcast of indecent or obscene

To the extent that these pending inquiries or other proceedings result in the imposition of fines, revocation of any of our radio station licenses or denials of license renewal applications, our business and results of operations

could be materially adversely affected.

Proposed legislation could require radio broadcasters to pay royalties to record labels and recording artists.

Legislation has been introduced in Congress that would require radio broadcasters to pay a royalty to record labels and performing artists for use of

their recorded songs.

Currently, we pay royalties to song composers and publishers through Broadcast Music, Inc., the American Society of Composers, Authors and Publishers, Global Music Rights, SESAC, Inc.

The FCC also requires radio stations to comply with

certain technical requirements to limit interference between two or more radio stations.

Possible changes in interference protections, creation of additional classes of FM stations, spectrum allocations and other technical rules may negatively

affect the operation of our stations.

If the FCC relaxes certain technical requirements, it could impair the signals transmitted by our radio stations and could have

a material adverse effect on us.

In addition, the FCC has recently increased its enforcement of certain regulations, including regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received, requiring the

maintenance of public inspection files for each radio station, which are maintained on an FCC database and therefore are easily accessible by members of the public and the FCC, and prohibiting the transmission of EAS codes or simulations thereof in

the absence of an actual emergency or authorized test.

Moreover, these FCC regulations and others may change over time and we cannot assure you that those changes would not have a material adverse effect on us.

The FCC regulates FM translator stations as a secondary service, and in the event that an FM translator station causes actual interference to

the signal of a radio or television station, FCC rules require the FM translator station to eliminate the interference and to suspend operations if the interference cannot be eliminated.

If the FCC requires any FM translator station that we

operate to modify its facilities to eliminate interference caused to another station or to cease broadcasting, it could materially impair the operations of the station that the FM translator rebroadcasts which could have a material adverse effect on

Vigorous enforcement of the FCCs indecency rules could have a material adverse effect on our business.

The FCCs rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 a.m.

risk of violating the prohibition on the broadcast of indecent material is increased by the vagueness of the FCCs definition of indecent material, coupled with the spontaneity of live programming.

The FCC has expanded the breadth of indecency

regulation to include material that could be considered blasphemy, personally reviling epithets, profanity and vulgar or coarse words amounting to a nuisance.

As a result, in the event that we broadcast material

falling within the expanded breadth of the FCCs regulation, we could be subject to license revocation, renewal or qualifications proceedings, which would put the licenses that we depend on for our operations in jeopardy.

In 2007, the monetary

penalties for broadcasting indecent programming increased substantially.

The current maximum permitted fines are $414,454 per incident and $3,825,726 for any continuing violation arising from a single act or failure to act.

In a decision issued in

June 2012, the Supreme Court did not find that the FCCs indecency standards were inconsistent with the First Amendment, which means the FCC may continue to enforce the standards.

The FCC has advised that it will continue to pursue enforcement

actions in egregious cases while it conducts its review of its indecency policy generally, and in March 2015, the FCC issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station.

FCC may investigate indecency complaints prior to notifying a licensee of the existence of a complaint, a licensee may not have knowledge of a complaint unless and until the complaint results in the issuance of a formal FCC letter of inquiry or

notice of apparent liability for forfeiture.

We may in the future become subject to additional inquiries or proceedings related to our

radio stations broadcast of indecent or obscene material.

To the extent that these pending inquiries or other proceedings result in the imposition of fines, revocation of any of our radio station licenses or denials of license renewal

applications, our business and results of operations could be materially adversely affected.

Proposed legislation could require radio broadcasters to

pay royalties to record labels and recording artists.

Legislation has been previously introduced in Congress that would require radio

broadcasters to pay a royalty to record labels and performing artists for use of their recorded songs.

Currently, we pay royalties to song composers and publishers through Broadcast Music, Inc., the American Society of Composers, Authors and

Publishers, Global Music Rights, SESAC, Inc.

and Sound Exchange.

legislation would add an additional layer of royalties to be paid directly to the record labels and artists.

It is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with

respect to fees, and what significance this royalty would have on our results from operations, cash flows or financial position.

We depend on selected

market clusters of radio stations for a material portion of our net revenue.

The radio stations located in Boston, MA, Philadelphia, PA and

Tampa-Saint Petersburg, FL contributed 60.7% of our net revenue in 2019.

Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population or demographics, or changes

in audience tastes, which could adversely impact our results from operations, cash flows or financial position.

We are exposed to credit risk on our

accounts receivable.

This risk is heightened during periods of uncertain economic conditions.

Our outstanding accounts receivable are not covered by

collateral or credit insurance.

Credit risk on our receivables is heightened during periods of uncertain economic conditions, and there can be no assurance that our procedures to monitor and limit exposure to credit risk will be effective and enable

us to avoid losses, which could have a material adverse effect on our results from operations, cash flows or financial position.

The proposed legislation would add an additional layer of royalties to be paid directly to the record labels and artists.

It is currently unknown what proposed legislation, if any,

will become law, whether industry groups will enter into an agreement with respect to fees, and what significance this royalty would have on our results from operations, cash flows or financial position.

We depend on selected market clusters of radio stations for a material portion of our net revenue.

The radio stations located in Boston, MA, Detroit, MI, Philadelphia, PA and Tampa-Saint Petersburg, FL contributed 66.3% of our net revenue in

Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population or demographics, or changes in audience tastes, which could adversely impact our results from

operations, cash flows or financial position.

We are exposed to credit risk on our accounts receivable.

This risk is heightened during periods of

uncertain economic conditions.

Our outstanding accounts receivable are not covered by collateral or credit insurance.

Credit risk on

our receivables is heightened during periods of uncertain economic conditions, and there can be no assurance that our procedures to monitor and limit exposure to credit risk will be effective and enable us to avoid losses, which could have a

material adverse effect on our results from operations, cash flows or financial position.

We also maintain reserves to cover the uncollectibilty of a portion of our accounts receivable.

There can be no

assurance that such bad debt reserves will be sufficient.

A future impairment of our FCC licenses and/or goodwill could adversely affect our operating

There can be no assurance that such bad debt reserves will be

A future impairment of our FCC licenses and/or goodwill could adversely affect our operating results.

As of December 31, 2020, our FCC licenses and goodwill represented 73% of our total assets.

We are required to test our FCC licenses

and goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses and goodwill might be impaired which may result in future impairment losses.

The valuation of our FCC licenses

and goodwill is based on estimates rather than precise calculations.

The fair value measurements for both our FCC licenses and goodwill use significant unobservable inputs which reflect our own assumptions about the estimates that market

participants would use in measuring fair value including assumptions about risk.

If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future, which could be material and

could adversely affect our results of operations.

For further discussion, see Item 7 - Managements Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates of this report.

Due to the impact of the COVID-19 pandemic on the U.S.

economy, we tested our FCC licenses and goodwill for impairment during the first quarter of 2020 and recorded impairment losses of $6.8 million related to the FCC licenses in our

Atlanta, GA, Las Vegas, NV, Middlesex-Monmouth-Morristown, NJ, West Palm Beach-Boca Raton, FL, and Wilmington, DE radio market clusters.

The impairment losses in the first quarter of 2020 were primarily due to a decrease in projected revenue in

these markets due to the impact of the COVID-19 pandemic and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our licenses due to certain risks

specifically associated with the Company and the radio broadcasting industry.

To the extent the COVID-19 pandemic and the related economic downturn continues or worsens, we may be required to record further

impairment losses in the future.

In addition, we elected to perform the quantitative impairment test for our FCC licenses in all markets

during the third quarter of 2020 and identified four radio market clusters, Las Vegas, NV, Middlesex-Monmouth-Morristown, NJ, West Palm Beach-Boca Raton, FL, and Wilmington, DE where the estimated fair value of the FCC licenses exceeded the carrying

amount by 0.9%, 4.7%, 0.3% and 2.2%, respectively.

Therefore, the FCC licenses in these radio market clusters may carry an increased risk of impairment losses in the future.

The valuation of our FCC licenses and goodwill is based on estimates rather than precise calculations.

The fair value measurements for both

our FCC licenses and goodwill use significant unobservable inputs which reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk.

If actual future results are not

consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future, which could be material and could adversely affect our results of operations and financial condition.

For further discussion, see Item

7Managements Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Estimates of this report.

We have substantial debt that could have important consequences to you .

We have debt that is substantial in relation to our equity.

As of December 31, 2019, we had long-term debt of $263.5 million and equity of

$284.5 million.

As of December 31, 2020, we had long-term debt of $263.5 million and

equity of $267.1 million and after the Notes offering in January 2021, our long-term debt increased to approximately $300.0 million.

Our long-term debt is substantial in amount and could have an impact on you.

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limit or prohibit our ability to pay dividends and make other distributions.

Our ability to reduce our Total Leverage Ratio (as defined in our credit agreement) by increasing operating cash flows and/or decreasing long-term debt will

determine how much, if any, of the remaining commitments under our credit facility will be available to us in the future.

Poor financial results or unanticipated expenses could result in our failure to maintain or lower our Total Leverage Ratio and

we may not be permitted to make any additional borrowings under our credit facility.

Any additional borrowings would further increase the amount of our debt and the associated risks.

In addition, there can be no assurances that additional financing

will be available or on terms that will be acceptable to us or at all.

We are subject to restrictive debt covenants, which may restrict our

operational flexibility.

Our credit facility contains various financial and operating covenants, including, among other things, restrictions on our

ability to incur additional indebtedness, subject our assets to additional liens, enter into certain investments, consolidate, merge or effect asset sales, enter into sale and lease-back transactions, sell or discount accounts receivable, enter into

transactions with our affiliates or stockholders, change the nature of our business, pay dividends on and redeem or repurchase capital stock, or make other restricted payments.

These restrictions could limit our ability to take actions that require

funds in excess of those available to us.

Our credit facility also requires us to maintain specified financial ratios and to satisfy financial condition

Our ability to meet those financial ratios and tests may be affected by events beyond our control and we cannot assure you that we will meet those ratios and tests.

If our revenues were to decrease significantly, it may become increasingly

difficult for us to meet these financial covenants.

Our breach of any of these covenants, ratios, tests or restrictions could result in an event of default under our credit facility.

If an event of default exists under our credit facility, the

lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable.

If the lenders accelerate the payment of the indebtedness, we cannot assure you that our assets would be sufficient to repay in full that

indebtedness which could force us to seek protection under federal bankruptcy laws and could significantly or entirely reduce the value of our equity.

may also incur future debt obligations in addition to, or in lieu of, our credit facility.

Such future debt obligations might subject us to additional and different restrictive covenants that could further limit our operational flexibility or

subject us to other events of default.

Our ability to pay regular dividends on our common stock is subject to the discretion of our Board of Directors

and may be limited by our structure, statutory restrictions and restrictions imposed by our credit agreement as well as any future agreements.

intend to pay a regular quarterly cash dividend, however future payments, if any, will be at the discretion of our Board of Directors.

Future quarterly dividend payments can also be changed or discontinued at any time and will be subject to

limitations under the terms of our credit agreement as well as any future agreements.

The payment and timing of any future quarterly dividends will also depend upon, among other things, our future operations and earnings, capital requirements and

surplus, general financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors.

Our corporate offices and

several of our radio stations are located in areas that could be affected by hurricanes.

Florida is susceptible to hurricanes and we have our

corporate offices located in Naples, and radio stations located in Boca Raton, Fort Myers, and Tampa.

Any additional borrowings or note offerings would further increase the amount of our debt and the associated risks.

In addition, there can be

no assurances that additional financing will be available or on terms that will be acceptable to us or at all.

Our ability to pay regular dividends on

our common stock is subject to the discretion of our Board of Directors and may be limited by our structure, statutory restrictions and restrictions imposed by the Indenture governing our Notes as well as any future agreements.

Due to the impact of the COVID-19 pandemic our board of directors has suspended future quarterly

dividend payments until it is determined that resumption of dividend payments is in the best interest of the Companys stockholders.

While we intend to pay a regular quarterly cash dividend, future payments, if any, will be at the discretion of

our Board of Directors.

Future quarterly dividend payments can also be changed or discontinued at any time and will be subject to limitations under the terms of the Indenture governing our Notes as well as any future agreements.

The payment and

timing of any future quarterly dividends will also depend upon, among other things, our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors deemed relevant by our

Board of Directors.

Our corporate offices and several of our radio stations are located in areas that could be affected by

Florida is susceptible to hurricanes, and we have our corporate offices located in Naples, and radio stations located in

Boca Raton, Fort Myers, and Tampa.

These radio stations contributed 13.8% of our net revenue in 2020.

Although the 2019 hurricane season did not have a material impact on our

operations, our corporate offices and our radio stations located in Florida and other radio stations located along the east coast of the United States could be materially affected by hurricanes in the future, which could have an adverse impact

on our business, financial condition and results of operations.

We carry property damage insurance on all of our properties and business interruption insurance on some of our properties, but there can be no assurance that such insurance would

be adequate to cover all of our hurricane-related losses.

The failure or destruction of the internet, satellite systems and transmitter

facilities that we depend upon to distribute our programming could adversely affect our operating results.

We use studios, satellite systems,

transmitter facilities and the internet to originate and/or distribute our station programs and commercials.

Although the 2020 hurricane season did not have a material impact on our operations, our corporate offices and our radio stations located in

Florida and other radio stations located along the east coast of the United States could be materially affected by hurricanes in the future, which could have an adverse impact on our business, financial condition and results of operations.

carry property damage insurance on all of our properties and business interruption insurance on some of our properties, but there can be no assurance that such insurance would be adequate to cover all of our hurricane-related losses.

The failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming could adversely

affect our operating results.

We use studios, satellite systems, transmitter facilities and the internet to originate and/or

distribute our station programs and commercials.

We rely on third-party contracts and services to operate our origination and distribution facilities.

These third-party contracts and

services include, but are not limited to, electrical power, satellite transponders, uplinks and downlinks and telecom circuits.

Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us,

could adversely affect our distribution capabilities.

A disruption can be caused as a result of any number of events such as local disasters (accidental or environmental), various acts of

terrorism, power outages, cyber-attacks, major telecom connectivity failures or satellite failures.

Our ability to distribute programming to station audiences may be disrupted for an undetermined period of time until alternate facilities are engaged

and put on-line.

Furthermore, until third-party services resume, the inability to originate or distribute programming could have a material adverse effect on our business and results of operations.

Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose

us to liability, possibly causing our business and reputation to suffer.

Any internal technology error or failure impacting systems hosted internally

or externally, or any large scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our technology network.

Any individual, sustained or repeated failure of technology

could impact our customer service and result in increased costs or reduced revenues.

Our technology systems and related data also may be vulnerable to a variety of sources of interruption due to events beyond our control, including natural

disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.

Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a

business disruption and its adverse financial consequences to our reputation.

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.

The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business

operations and strategy.

Any compromise of our technology systems resulting from attacks by hackers or breaches due to employee error or malfeasance could result in the loss, disclosure, misappropriation of or access to clients,

listeners, employees or business partners information.

Any such loss, disclosure, misappropriation or access could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of

personal information, disruption of our operations and damage to our reputation, any or all of which could adversely affect our business.

is dependent upon the proper functioning of our internal business processes and information systems and modification or interruption of such systems may disrupt our business, processes and internal controls.

We increasingly rely on technology to operate our business, including our own information technology systems and the information technology systems and

technology of our third party providers.

These third-party contracts and services include, but are not limited to, electrical power,

satellite transponders, uplinks and downlinks and telecom circuits.

Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities.

A disruption can be caused as a result of any number of events such as local disasters (accidental or environmental), various acts of terrorism, power outages, cyber-attacks, major telecom connectivity failures or satellite failures.

Our ability to

distribute programming to station audiences may be disrupted for an undetermined period of time until alternate facilities are engaged and put on-line.

Furthermore, until third-party services resume, the

inability to originate or distribute programming could have a material adverse effect on our business and results of operations.

Disruptions or

security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.

Any internal technology error or failure impacting systems hosted internally or externally, or any large scale external interruption in

technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our technology network.

Any individual, sustained or repeated failure of technology could impact our customer service and result in increased

costs or reduced revenues.

Our technology systems and related data also may be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer

viruses, hackers and other security issues.

Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial consequences to our

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.

The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy.

Any compromise of our

technology systems resulting from attacks by hackers or breaches due to employee error or malfeasance could result in the loss, disclosure, misappropriation of or access to clients, listeners, employees or business partners

Any such loss, disclosure, misappropriation or access could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption of our operations and damage to

our reputation, any or all of which could adversely affect our business.

Our business is dependent upon the proper functioning of our internal

business processes and information systems and modification or interruption of such systems may disrupt our business, processes and internal controls.

We increasingly rely on technology to operate our business, including our own information technology systems and the information technology

systems and technology of our third-party providers.

The proper functioning of our internal business processes and information systems is critical to the efficient operation and management of our business.

If these information technology systems fail or are

interrupted, our operations may be adversely affected and operating results could be harmed.

Our information technology systems, and those of third party

providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control.

These include catastrophic events, power anomalies or outages and natural disasters, and, increasingly, technological risks associated with

computer system or network failures, viruses or malware, physical or electronic intrusions, and unauthorized access associated with cyber-attacks.

We have been the target of cyber-attacks, including phishing attacks, ransomware attacks, and

attempted denial of service attacks, and future attacks are likely to occur.

While no cyber-attack has had a material impact thus far, if successful, these types of attacks could have a material adverse effect on our financial condition, results of

operations and cash flows, due to, among other things, the loss of customer data, interruptions to our operations, and damage to our reputation.

addition, our business processes and information systems need to be sufficiently scalable to support the future growth of our business and may require modifications or upgrades that expose us to similar risks of damage or disruption.

disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial

condition, results of operations and cash flows.

If these information technology systems

fail or are interrupted, our operations may be adversely affected and operating results could be harmed.

Our information technology

systems, and those of third-party providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control.

These include catastrophic events, power anomalies or outages and natural disasters, and, increasingly,

technological risks associated with computer system or network failures, viruses or malware, physical or electronic intrusions, and unauthorized access associated with cyber-attacks.

We have been the target of cyber-attacks, including phishing

attacks, ransomware attacks, and attempted denial of service attacks, and future attacks are likely to occur.

While no cyber-attack has had a material impact thus far, if successful, these types of attacks could have a material adverse effect on our

financial condition, results of operations and cash flows, due to, among other things, the loss of customer data, interruptions to our operations, and damage to our reputation.

In addition, our business processes and information systems need to be sufficiently scalable to support the future growth of our business and

may require modifications or upgrades that expose us to similar risks of damage or disruption.

Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to

the transition to new processes, systems or providers, could have a material adverse effect on our financial condition, results of operations and cash flows.

We may lose key executives and other key employees, including

on-air talent, to competing radio stations or other types of media competitors.

Our business depends upon the

continued efforts, abilities and expertise of our executive officers and other key employees.

The unique combination of skills and experience possessed by our key executives would be difficult to replace, and the loss of a key executive could impair

our ability to execute our operating and acquisition strategies.

In addition, we compete for creative and performing

on-air talent with other radio stations and radio station groups, radio networks, and other providers of syndicated content and other media such as broadcast television, cable television, satellite television,

the internet, podcast producers and satellite radio.

depends upon the continued efforts, abilities and expertise of our executive officers and other key employees.

The unique combination of skills and experience possessed by our key executives would be difficult to replace, and the loss of a key

executive could impair our ability to execute our operating and acquisition strategies.

In addition, we compete for creative and

performing on-air talent with other radio stations and radio station groups, radio networks, and other providers of syndicated content and other media such as broadcast television, cable television, satellite

television, the internet, podcast producers and satellite radio.

Our ability to attract and retain key personnel is an important aspect of our competitiveness.

Our employees and other on-air talent are subject to change

and may be lost to competitors or for other reasons.

Any adverse changes in particular programs, formats or on-air talent could have a material adverse effect on our ratings and our ability to attract

advertisers, which would negatively impact our business, financial condition or results of operations.

Our success depends on our ability to identify, consummate and integrate acquired radio stations.

As part of our strategy, we have pursued, and may continue to pursue, acquisitions of additional radio stations.

Radio broadcasting is a rapidly

consolidating industry with many companies seeking to consummate acquisitions and increase their market share.

In this environment, we compete with many other buyers for the acquisition of radio stations.

Some of those competitors may be able to

outbid us for acquisitions because they have greater financial resources.

Our employees and other on-air talent are subject

to change and may be lost to competitors or for other reasons.

Any adverse changes in particular programs, formats or on-air talent could have a material adverse effect on our ratings and our ability to

attract advertisers, which would negatively impact our business, financial condition or results of operations.

Our success depends on our ability to

identify, consummate and integrate acquired radio stations.

As part of our strategy, we have pursued, and may continue to pursue,

acquisitions of additional radio stations.

Radio broadcasting is a rapidly consolidating industry with many companies seeking to consummate acquisitions and increase their market share.

In this environment, we compete with many other buyers for the

acquisition of radio stations.

Some of those competitors may be able to outbid us for acquisitions because they have greater financial resources.

As a result, our ability to identify and consummate future acquisitions is uncertain.

In addition, 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.

FCC must approve any transfer of control or assignment of broadcast licenses.

In addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws.

Any delays, injunctions, conditions or modifications by any government agencies could have

a negative effect on us and result in the abandonment of all or part of attractive acquisition opportunities.

Our success also depends on our ability to

integrate acquired businesses and achieve fully the strategic and financial objectives related thereto.

Any delays, injunctions, conditions or modifications by any government

agencies could have a negative effect on us and result in the abandonment of all or part of attractive acquisition opportunities.

success also depends on our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto.

The process of integrating acquired stations may involve numerous risks, including:

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unforeseen expenses, liabilities or delays.

We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any acquisitions.

failure to identify, consummate and integrate acquired radio stations could have a material adverse effect on our financial condition, results of operations and cash flows.

We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any

acquisitions.

The failure to identify, consummate and integrate acquired radio stations could have a material adverse effect on our financial condition, results of operations and cash flows.

Our Chairman of the Board controls Beasley Broadcast Group, Inc.

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Their interests may conflict with yours.

Beasley is generally able to control the vote on all matters submitted to a vote of

stockholders.

Beasley is generally able to control the vote on all matters submitted

to a vote of stockholders.

Without the approval of Mr.

Beasley, we will be unable to consummate transactions involving an actual or potential change in control, including transactions in which you might otherwise receive a premium for your shares over then

current market prices.

Beasley, we will be unable to consummate transactions involving an actual or potential change in control, including transactions in which you might otherwise receive a premium for your

shares over then current market prices.

Shares of Class B and Class A common stock that Mr.

Beasley beneficially owns represent 59.2% of the total voting power of all classes of our common stock.

Members of his immediate family also own significant

amounts of Class B common stock.

Beasley will be able to direct our management and policies, except with respect to those matters requiring a class vote under the provisions of our amended certificate of incorporation, fourth amended

and restated bylaws or applicable law.

Members of his immediate family also

own significant amounts of Class B common stock.

Beasley will be able to direct our management and policies, except with respect to those matters requiring a class vote under the provisions of our amended certificate of incorporation,

fourth amended and restated bylaws or applicable law.

Historically, we have entered into certain transactions with George G.

Beasley, members of his immediate family

and affiliated entities that may conflict with the interests of our stockholders now or in the future.

See Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operation Related Party

Transactions and Note 18 to the accompanying financial statements.

members of his immediate family and affiliated entities that may conflict with the interests of our stockholders now or in the future.

See Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operation

Related Party Transactions and Note 18 to the accompanying financial statements.

Future sales by George G.

Beasley or members of his family of our

Class A common stock could adversely affect its market price.

Beasley and members of his family beneficially own the majority of all

outstanding shares of Class B common stock, which is convertible to Class A common stock on a one-for-one basis.

The market for our Class A common stock

could change substantially if George G.

Beasley and members of his family convert their shares of Class B common stock to shares of Class A common stock and then sell large amounts of shares of Class A common stock in the public

Beasley or members of his family of our Class A common stock could

adversely affect its market price.

Beasley and members of his family beneficially own the majority of all outstanding shares

of Class B common stock, which is convertible to Class A common stock on a one-for-one basis.

The market for our Class A common stock could change

substantially if George G.

Beasley and members of his family convert their shares of Class B common stock to shares of Class A common stock and then sell large amounts of shares of Class A common stock in the public market.

These sales, or the possibility that these sales may occur, could make it more difficult for us to raise capital by selling equity or

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Due to his large holdings of our common stock, George G.

Beasley and members of his family control the decision whether

any change of control of the Company will occur.

Moreover, some provisions of our amended certificate of incorporation, fourth amended

and restated bylaws and Delaware law could make it more difficult for a third party to acquire control of us, even if a change of control could be beneficial to you.

In addition, the

Communications Act and FCC rules and policies limit the number of stations that one individual or entity can own, directly or by attribution, in a market.

FCC approval for transfers of control of FCC licensees and assignments of FCC licenses are

also required.

Because of the limitations and restrictions imposed on us by these provisions and regulations, the trading price of our Class A common stock may be adversely affected.

There may not be an active market for our Class A common stock, making it difficult for you to sell your stock.

Beasley and members of his family control the

decision whether any change of control of the Company will occur.

Moreover, some provisions of our amended certificate of incorporation, fourth amended and restated bylaws and Delaware law could make it more difficult for a third party to acquire

control of us, even if a change of control could be beneficial to you.

In addition, the Communications Act and FCC rules and policies limit the number of stations that one individual or entity can own, directly or by attribution, in a market.

FCCs media ownership rules remain in flux and subject to further agency and court proceedings.

The FCC is required to review its media ownership rules quadrennially and to modify, repeal or retain any rules as it determines to be in the public

FCC approval for transfers of control of FCC licensees and assignments of FCC licenses are also required.

Because of the limitations and restrictions imposed on us by these provisions and regulations, the trading price of our

Class A common stock may be adversely affected.

There may not be an active market for our Class A common stock, making it difficult for you

to sell your stock.

Our stock may not be actively traded in the future.

An illiquid market for our stock may result in price volatility and poor execution of buy and sell orders

for investors.

An illiquid market for our stock may result in price

volatility and poor execution of buy and sell orders for investors.

Our stock price and trading volume have fluctuated widely for a number of reasons, including some reasons that may be unrelated to our business or results of operations.

This market volatility could depress the price of our

Class A common stock without regard to our operating performance.

volatility could depress the price of our Class A common stock without regard to our operating performance.

In addition, our operating results may be below expectations of public market analysts and investors.

If this were to occur, the market price of our Class A common stock

could decrease, perhaps significantly.

If this were to occur, the market

price of our Class A common stock could decrease, perhaps significantly.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors