What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-16 compared with 2021-03-16 · 136 added, 272 removed, 658 unchanged (38% of the section changed)

We are a broadcast company primarily engaged in acquiring, developing and operating broadcast properties.

As of February 28, 2021, we owned seventy-nine FM, thirty-five AM radio stations and seventy-nine metro signals serving twenty-seven markets, including Bellingham, Washington;

Charleston, South Carolina;

Columbus, Ohio;

Des Moines, Iowa;

Manchester, New Hampshire;

Milwaukee, Wisconsin;

and Norfolk, Virginia.

The following table sets forth information about our radio stations and the markets they serve as of February 28, 2021:

Station Format

Milwaukee, WI

Urban Adult Contemporary

Milwaukee, WI

Contemporary Hits

Adult Contemporary

Hot Adult Contemporary

Des Moines, IA

Hot Adult Contemporary

Des Moines, IA

Country Legends

Des Moines, IA

Contemporary Hits

Des Moines, IA

Soft Adult Contemporary

Hot Adult Contemporary

Contemporary Country

Adult Album Alternative

Charleston, SC

Adult Variety Hits

Charleston, SC

Contemporary Country

Charleston, SC

Hot Adult Contemporary

Charleston, SC

Urban Adult Contemporary

Charleston, SC

Urban Adult Contemporary

Springfield, MA

Alternative Rock

Ocala-Gainesville, FL

Contemporary Country

Ocala-Gainesville, FL

Station Format

Manchester, NH

Adult Contemporary

Manchester, NH

Country Legends

Asheville, NC

Hot Adult Contemporary

Asheville, NC

Country Legends

Asheville, NC

Adult Album Alternative

Asheville, NC

Harrisonburg, VA

Classic Country

Harrisonburg, VA

Contemporary Hits

Harrisonburg, VA

Soft Adult Contemporary

Harrisonburg, VA

Adult Contemporary

Harrisonburg, VA

Contemporary Country

Country Legends

Bellingham, WA

Adult Contemporary

Brattleboro, VT

Adult Album Alternative

Champaign, IL

Hot Adult Contemporary

Champaign, IL

Classic Country

Champaign, IL

Contemporary Hits

Champaign, IL

Charlottesville, VA

Adult Contemporary

Charlottesville, VA

Adult Album Alternative

Charlottesville, VA

Contemporary Country

Clarksville, TN — Hopkinsville, KY

Hot Adult Contemporary

Clarksville, TN — Hopkinsville, KY

Contemporary Country

Clarksville, TN — Hopkinsville, KY

Contemporary Christian

Clarksville, TN — Hopkinsville, KY

Country Legends

Greenfield, MA

Adult Contemporary

Greenfield, MA

Contemporary Country

Hilton Head, SC

Soft Adult Contemporary

Hilton Head, SC

Adult Contemporary

Hilton Head, SC

Station Format

Contemporary Country

Alternative Rock

Adult Contemporary

Adult Album Alternative

Contemporary Hits

Jonesboro, AR

Contemporary Country

Jonesboro, AR

Adult Contemporary

Jonesboro, AR

Country Legends

Jonesboro, AR

Contemporary Hits

Jonesboro, AR

Soft Adult Contemporary

Hot Adult Contemporary

Soft Adult Contemporary

Adult Contemporary

Adult Album Alternative

Contemporary Country

Classic Country

Contemporary Country

Soft Adult Contemporary

Northampton, MA

Adult Album Alternative

Northampton, MA

Contemporary Country

Adult Contemporary

Soft Adult Contemporary

Springfield, IL

Contemporary Hits

Springfield, IL

Contemporary Country

Springfield, IL

Country Legends

Springfield, IL

Milwaukee, WI

Adult Standards

Des Moines, IA

Country Legends

Soft Adult Contemporary

Charleston, SC

Springfield, MA

Alternative Rock

Station Format

Manchester, NH

Asheville, NC

Harrisonburg, VA

Bellingham, WA

Brattleboro, VT

Classic Country

Charlottesville, VA

Clarksville, TN — Hopkinsville, KY

Soft Adult Contemporary

Clarksville, TN — Hopkinsville, KY

Sports/Talk ESPN

Clarksville, TN — Hopkinsville, KY

Greenfield, MA

Soft Adult Contemporary

Greenfield, MA

Country Legends

Northampton, MA

Springfield, IL

(a) Actual city of license may differ from metropolitan market actually served.

(b) Derived from Investing in Radio 2020 Market Report.

As of February 28, 2022, we owned seventy-nine FM, thirty-four AM radio stations and seventy-nine metro signals serving twenty-seven markets.

Our strategy is to operate top billing radio stations in mid-sized markets, which we define as markets ranked from 20 to 200 out of the markets summarized by Investing in Radio Market Report.

10 unchanged sentences

Corporate management is responsible for long-range planning, establishing policies and procedures, resource allocation and monitoring the activities of the stations.

Under the Telecommunications Act of 1996 (the “Telecommunications Act”), we are permitted to own as many as eight radio stations in a single market.

Under the Telecommunications Act of 1996 (the “Telecommunications Act”), we are permitted to own up to eight radio stations in a single market.

See “Federal Regulation of Radio Broadcasting”.

12 unchanged sentences

This allows broadcasters the ability to modify advertising rates as dictated by changes in station ownership within a market, changes in listener/viewer ratings and changes in the business climate within a particular market.

Approximately $86,562,000 or 84% of our gross revenue for the year ended December 31, 2020 (approximately $116,474,000 or 88% in fiscal 2019 and approximately $116,386,000 or 87% in fiscal 2018) was generated from the sale of local advertising for both continuing operations and discontinued operations.

Approximately $102,367,000 or 89% of our gross revenue for the year ended December 31, 2021 (approximately $86,562,000 or 84% in fiscal 2020 and approximately $116,474,000 or 88% in fiscal 2019) was generated from the sale of local advertising.

Additional revenue is generated from the sale of national advertising, network compensation payments, barter and other miscellaneous transactions.

4 unchanged sentences

These representatives obtain advertising through national advertising agencies and receive a commission from us based on our net revenue from the advertising obtained.

Total gross revenue resulting from national advertising for both continuing operations and discontinued operations in fiscal 2020 was approximately $16,361,000 or 16% of our gross revenue (approximately $15,914,000 or 12% in fiscal 2019 and approximately $18,110,000 or 13% in fiscal 2018).

Total gross revenue resulting from national advertising in fiscal 2021 was approximately $13,138,000 or 11% of our gross revenue (approximately $16,361,000 or 16% in fiscal 2020 and approximately $15,914,000 or 12% in fiscal 2019).

Gross national political revenue is included in these numbers.

24 unchanged sentences

Available Information

You can find more information about us at our Internet website www.sagacommunications.com.

You can find more information about us at our Internet website www.sagacom.com.

Our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge on our Internet website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).

21 unchanged sentences

Radio station licenses generally expire along with the licenses of all other radio stations in a given state.

The FCC accepts renewal applications for various groups of radio stations every two months, the current cycle having begun in June 2019 and will conclude in June 2022 (when New York station licenses expire).

During the cycle, we intend to timely file renewal applications, as required for the Company’s stations.

We have filed applications for renewal of license of our radio stations in Virginia, North Carolina, South Carolina, Florida, Tennessee, Kentucky, Arkansas, Ohio, Illinois, Wisconsin and Iowa, which applications have been granted.

Applications for renewal of license of our radio stations in South Dakota are pending.

In January 2018, the FCC designated the renewal applications of two AM radio stations (not the Company’s) for hearing based on the stations’ records of extended periods of silence during and following their respective license renewal terms.

The FCC accepts renewal applications for various groups of radio stations every two months, the current cycle having begun in June 2019 and will conclude for the Company’s stations in June 2022.

(when New York station licenses expire).

During the cycle, we have timely filed renewal applications, as required for the Company’s stations in Virginia, North Carolina, South Carolina, Florida, Tennessee, Kentucky, Arkansas, Ohio, Illinois, Wisconsin, Iowa and South Dakota, which applications have been granted.

Applications for renewal of license of our radio stations in Maine, Massachusetts, New Hampshire, Vermont and New York are pending.

In January 2018 and again in February 2022, the FCC designated the renewal applications of radio stations (not the Company’s) for hearing based on the stations’ records of extended periods of silence during and following their respective license renewal terms.

Under the Communications Act, if a broadcast station fails to transmit signals for any consecutive 12-month period, the FCC license expires at the end of that period, unless the FCC exercises its discretion to extend or reinstate the license “to promote equity and fairness.” The FCC, to date, has rarely exercised such discretion.

1 unchanged sentence

The Company is current in the payment of regulatory fees to the FCC.

The following table sets forth the market and FCC class of each of the broadcast stations that we own or operate with an attributable interest and the date on which each such station’s FCC license expires:

The following table sets forth information about our radio stations, including the markets they serve, their format, and the FCC class of each of the broadcast stations that we own or operate with an attributable interest and the date on which each such station’s FCC license expires:

Expiration Date of

Station Class (2)

FCC Authorization

Asheville, NC

Hot Adult Contemporary

December 1, 2027

4 unchanged sentences

Bellingham, WA

Adult Contemporary

February 1, 2030

Brattleboro, VT

Adult Album Alternative

April 1, 2022

3 unchanged sentences

Champaign, IL

Hot Adult Contemporary

December 1, 2028

4 unchanged sentences

Champaign, IL

Classic Country

December 1, 2028

Charleston, SC

Adult Variety Hits

December 1, 2027

Charleston, SC

Contemporary Country

December 1, 2027

Charleston, SC

Hot Adult Contemporary

December 1, 2027

Charleston, SC

Urban Adult Contemporary

December 1, 2027

2 unchanged sentences

Charlottesville, VA

Adult Contemporary

October 1, 2027

Charlottesville, VA

Adult Album Alternative

October 1, 2027

Charlottesville, VA

Contemporary Country

October 1, 2027

Clarksville, TN/Hopkinsville, KY

Hot Adult Contemporary

August 1, 2028

2 unchanged sentences

Clarksville, TN/Hopkinsville, KY

Contemporary Country

August 1, 2028

1 unchanged sentence

August 1, 2028

Adult Contemporary

October 1, 2028

1 unchanged sentence

October 1, 2028

Hot Adult Contemporary

October 1, 2028

1 unchanged sentence

Des Moines, IA

Hot Adult Contemporary

February 1, 2029

4 unchanged sentences

Des Moines, IA

Soft Adult Contemporary

February 1, 2029

Greenfield, MA

Adult Contemporary

April 1, 2022

Greenfield, MA

Contemporary Country

April 1, 2022

Harrisonburg, VA

Adult Contemporary

October 1, 2027

Harrisonburg, VA

Contemporary Hits

October 1, 2027

Harrisonburg, VA

Classic Country

October 1, 2027

4 unchanged sentences

Hilton Head Island, SC

Soft Adult Contemporary

December 1, 2027

Hilton Head Island, SC

Adult Contemporary

December 1, 2027

Adult Contemporary

Contemporary Country

Contemporary Hits

Expiration Date of

Station Class (2)

FCC Authorization

1 unchanged sentence

Jonesboro, AR

Contemporary Country

Jonesboro, AR

Adult Contemporary

Hot Adult Contemporary

April 1, 2022

Adult Contemporary

April 1, 2022

Contemporary Country

April 1, 2022

Manchester, NH

Adult Contemporary

April 1, 2022

8 unchanged sentences

Milwaukee, WI

Urban Adult Contemporary

December 1, 2028

Contemporary Country

April 1, 2029

2 unchanged sentences

October 1, 2027

Contemporary Country

February 1, 2028

3 unchanged sentences

Northampton, MA

Adult Album Alternative

April 1, 2022

Contemporary Country

April 1, 2022

Adult Album Alternative

April 1, 2022

Hot Adult Contemporary

April 1, 2022

Contemporary Country

February 1, 2029

Adult Contemporary

February 1, 2029

2 unchanged sentences

Springfield, MA

Alternative Rock

April 1, 2022

2 unchanged sentences

Springfield, IL

Contemporary Country

December 1, 2028

Springfield, IL

Contemporary Hits

December 1, 2028

1 unchanged sentence

December 1, 2028

Contemporary Country

April 1, 2029

11 unchanged sentences

April 1, 2022

Classic Country

October 1, 2028

6 unchanged sentences

Clarksville, TN/Hopkinsville, KY

Soft Adult Contemporary

August 1, 2028

Clarksville, TN

Sports/Talk ESPN

August 1, 2028

6 unchanged sentences

Expiration Date of

Station Class (2)

FCC Authorization

2 unchanged sentences

Greenfield, MA

Country Legends

April 1, 2022

9 unchanged sentences

December 1, 2028

October 1, 2027

Northampton, MA

1 unchanged sentence

April 1, 2022

Country Legends

April 1, 2022

Soft Adult Contemporary

April 1, 2022

Soft Adult Contemporary

April 1, 2022

1 unchanged sentence

Springfield, MA

Alternative Rock

April 1, 2022

9 unchanged sentences

(See Title 47 C.F.R.

§73.210 for a definition of FM station class information, including effective radiated power [“ERP”] and antenna height.) WHBG, WYSE, WISE, KPSZ, KPUG, KGMI, KBAI, WZBK, WBCO, WQEZ, WKFN, WPVQ(AM), WNYY, WHCU, WINQ(AM), WSVA and WLZX(AM) operate with lower power at night than during daytime.

(3) Operates daytime only or with greatly reduced power at night.

§73.210 for a definition of FM station class information, including effective radiated power [“ERP”] and antenna height.) WISE, KPSZ, KPUG, KGMI, KBAI, WNYY, WHCU, WINQ(AM) and WSVA operate with lower power at night than during daytime.

WYSE, WBCO, WQEZ, WKFN, WPVQ, WHBG, WZBK and WLZX(AM) are “Class D” stations that operate daytime only or with greatly reduced power at night.

(3) An application for renewal of license was timely filed and is pending.

8 unchanged sentences

The FCC has issued interpretations of existing law under which these restrictions in modified form apply to other forms of business organizations, including partnerships.

We serve as a holding company for our various radio station subsidiaries (where we could not have more than 25% of our stock owned or voted by Aliens).

We serve as a holding company for our various radio station subsidiaries (and as such we cannot have more than 25% of our stock owned or voted by Aliens).

The FCC has adopted rules to extend to broadcast licensees the same rules and procedures that common carrier wireless licensees use to seek approval for foreign ownership, with broadcast-specific modifications.

23 unchanged sentences

Total of 8 stations, not more than 5 in the same service (AM or FM).

In a decision of the United States Court of Appeals for the Third Circuit in Prometheus Radio Project v.

FCC, 939 F.3d 567 (3d Cir.

2019) (“ Prometheus ”), the court vacated and remanded the Commission’s 2010/2014 Quadrennial Review Order on Reconsideration , 32 FCC Rcd 9802 (2017), which had modified the Commission’s media ownership rules by:

The Commission’s 2010/2014 Quadrennial Review Order on Reconsideration , 32 FCC Rcd 9802 (2017), modified the Commission’s media ownership rules by:

(1) eliminating the newspaper/broadcast cross-ownership and radio/television cross-ownership rules;

1 unchanged sentence

and (3) deeming joint sales agreements between television stations to be non-attributable.

By vacating the Order on Reconsideration , the Prometheus decision abrogated these rule changes and reinstated the prior media ownership rules adopted in the 2010/2014 Quadrennial Review Order , 31 FCC Rcd 9864 (2016).

The court also vacated the Commission’s definition of an “eligible entity,” which had been adopted in the 2010/2014 Quadrennial Review Order .

The reinstated rules (1) prohibit the common ownership of a daily print newspaper and a full-power broadcast station (AM, FM or TV) if the station’s service contour encompasses the newspaper’s community of publication);

(2) prohibit an entity from owning two or more television stations and one radio station in the same market, unless the market meets certain size criteria;

(3) reinstituted the so-called “Eight-Voices Test” and the “Top-Four Prohibition”;

(4) disposed of a presumption for certain embedded markets (smaller markets, as defined by Nielsen Audio, that are included in a larger parent market) transactions;

and (5) reinstated the attribution rule for television joint sales agreements.

The disclosure requirement for shared service agreements involving commercial television stations was unchanged.

The Court decision vacated a proposed “incubator” program to promote ownership diversity.

On October 2, 2020, the U.

Supreme Court granted certiorari in the case, sub nom ., FCC v.

Prometheus Radio Project (Docket 19-1231) and National Association of Broadcasters v.

Prometheus Radio Project (Docket 19-1241).

On January 19, 2021, the Supreme Court heard oral argument in the cases.

In December 2018, the FCC adopted an NPRM to initiate the 2018 Quadrennial Review of its media ownership rules.

The three rules subject to review are the Local Radio Ownership Rule, the Local Television Ownership Rule, and the dual network rule (which permits a television station to affiliate with an entity maintaining two or more broadcast television networks unless the two or more networks consist of two or more of the major networks ( i.e ., ABC, CBS, NBC and Fox) or one of these four networks and either the UPN or WB television network.) The FCC sought comment on whether, given the current state of the media marketplace, the FCC should retain, modify, or eliminate any of these rules.

The Company cannot predict what if any, action the FCC may take as a result of its review or Supreme Court action.

Prometheus Radio Project, 141 S.

1150 (2021), the U.

Supreme Court reversed a decision of the Court of Appeals for the Third Circuit which had vacated the Commission’s 2017 order.)

New rules that could be promulgated under the Communications Act may permit us to own, operate, control or have a cognizable interest in additional radio broadcast stations if the FCC determines that such ownership, operation, control or cognizable interest will result in an increase in the number of radio stations in operation.

6 unchanged sentences

The statements herein are based solely on the FCC’s multiple ownership rules in effect as of the date hereof and do not include any forward-looking statements concerning compliance with any future multiple ownership rules.

All commercial broadcasters must file a “biennial” ownership report by December 1, 2021, describing the ownership of their stations as of October 1, 2021.

All commercial broadcasters were required to file a “biennial” ownership report by December 1, 2021, describing the ownership of their stations as of October 1, 2021.

The FCC eliminated the prior requirement to file with the FCC paper copies of certain agreements, corporate organization documents, and the like.

33 unchanged sentences

Because of inadvertent untimely posting of certain political records at stations owned by one of the Company’s subsidiaries, that subsidiary was obliged to enter into a Consent Decree with the FCC (FCC Order , DA 201263, released October 26, 2020).

The Consent Decree requires Company employees responsible for performing, supervising, overseeing, or managing activities related to the maintenance of online political files to thoroughly understand the Company’s obligation to comply with laws regulating political broadcasting and to promptly report to the FCC any noncompliance with those laws.

The affected subsidiary must file a report with the FCC by December 10, 2021, regarding its record of compliance with the political laws.

The Consent Decree required Company employees responsible for performing, supervising, overseeing, or managing activities related to the maintenance of online political files to thoroughly understand the Company’s obligation to comply with laws regulating political broadcasting and to promptly report to the FCC any noncompliance with those laws.

The affected subsidiary filed a report with the FCC on December 8, 2021, regarding its record of compliance with the political laws and the Company’s obligations under the Consent Decree terminated as of February 7, 2022.

The FCC in 2020 revised its rules governing the publication of local notice of the filing of certain broadcast applications.

15 unchanged sentences

Failure to observe these or other rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of “short” (less than the full eight-year) renewal terms or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.

In an NPRM released June 21, 2019 (MB Docket No.

As announced in an NPRM released June 21, 2019 (MB Docket No.

19-177), the FCC is reviewing the EEO rules.

In the NPRM, the FCC seeks comment on its track record on EEO enforcement, whether the agency should make improvements to EEO compliance and enforcement, and invites comment on its audit program.

The Company cannot predict whether, or if changes may be made as a result of this NPRM.

In a Further NPRM (MB Docket No.

98-204), released July 23, 2021, the Commission sought to refresh the existing record regarding the statutorily mandated collection of data on the FCC Form 395-B, as contemplated by the Act.

This employment report form is intended to gather workforce composition data from broadcasters on an annual basis but the form and data have not been collected for many years.

The filing of the form was suspended in 2001 in the wake of a decision by the U.S.

Court of Appeals for the District of Columbia Circuit (D.C.

Circuit) vacating certain aspects of the Commission's Equal Employment Opportunity (EEO) requirements.

While the Commission in 2004 adopted revised regulations regarding the filing of Form 395-B and updated the form, the requirement that broadcasters once again submit the form to the Commission was suspended until issues were resolved regarding confidentiality of the employment data.

To date, those issues remain unresolved, and the filing of Form 395-B remains suspended.

The Commission is seeking “to refresh the record” regarding the collection of broadcaster workforce composition data and obtain further input on the legal, logistical, and technical issues surrounding FCC Form 395-B.

The Company cannot predict whether, or if changes may be made as a result of these NPRMs.

Time Brokerage Agreements .

5 unchanged sentences

As a result, under the rules, a broadcast station will not be permitted to enter into a time brokerage agreement giving it the right to purchase more than 15% of the broadcast time, on a weekly basis, of another local station that it could not own under the local ownership rules of the FCC’s multiple ownership rules.

The Company currently has no TBAs.

Effective October 22, 2020, the FCC eliminated Title 47 C.F.R.

3 unchanged sentences

Other FCC Requirements .

Low Power FM Radio and “Franken FM” Stations.

Low Power FM Radio.

There exists a “low power radio service” on the FM band (“LPFM”) in which the FCC authorizes the construction and operation of noncommercial educational FM stations with up to 100 watts ERP with antenna height above average terrain (“HAAT”) at up to 30 meters (100 feet).

20 unchanged sentences

As part of the transition from analog to digital operations, the FCC sought comment in a 2014 NPRM on whether to allow LPTV stations (so-called “Franken FM” radio stations) on digital television channel 6 to continue to operate these analog FM radio-type services on an ancillary or supplementary basis.

In December 2019, the FCC asked parties to update the record on this issue.

By Public Notice released July 13, 2020, the FCC reminded LPTV and TV translator stations that, by July 13, 2021, all LPTV stations must terminate all analog television operations which may result in eliminating Franken FM stations.

The owner of several channel 6 Franken FM stations in major markets, has proposed a system that might allow an analog subcarrier to be used on the main digital channel.

The Company cannot predict whether the proposal will be successful.

In June 2021, by Public Notice , the FCC reminded LPTV and TV translator stations that, by July 13, 2021, all LPTV stations must terminate all analog television operations.

This could result in eliminating Franken FM stations.

The owner of several channel 6 Franken FM stations in major markets, has proposed a system that allows an analog subcarrier to be used on the main digital channel.

The FCC’s Video Division has granted special temporary authority to the owner of one of the Franken FM stations permitting the station to broadcast a Channel 6 analog signal until July 25, 2022.

The Company cannot predict whether Franken FM stations will become licensed radio services.

As a broadcaster, the Company is required to comply with the FCC rules implementing the Emergency Alert System (“EAS”).

24 unchanged sentences

HD radio technology also permits the transmission of up to three additional program streams over the radio stations (which streams do not count as separate radio stations under the multiple ownership rules.) At the present time, we are configured to broadcast in HD radio on 53 stations.

On October 28, 2020, the FCC released a Report and Order, in which it adopted rules to allow AM radio stations to broadcast an all-digital signal using the HD Radio in-band on-channel (IBOC) mode termed “MA3.” In adopting the new rules, the FCC said that a voluntary conversion to all-digital broadcasting will benefit many AM stations and their listeners by improving reception quality and listenable coverage in stations' service areas.

On October 28, 2020, the FCC released a Report and Order, in which it adopted rules (effective January 4, 2021) to allow AM radio stations to broadcast an all-digital signal using the HD Radio in-band on-channel (IBOC) mode termed “MA3.” In adopting the new rules, the FCC said that a voluntary conversion to all-digital broadcasting will benefit many AM stations and their listeners by improving reception quality and listenable coverage in stations' service areas.

At this time, the Company has not made a decision on whether to convert any of its AM radio stations to all-digital operation.

16 unchanged sentences

(3) establishing interference complaint resolution procedures;

and (4) establishing an outer contour limit for the affected station within which interference complaints will be considered actionable while providing for a process to waive that limit in special circumstances.

and (4) establishing an outer contour limit (45 dB m ) for the affected station within which interference complaints will be considered actionable while providing for a process to waive that limit in special circumstances.

Because FM translators are “secondary services,” they could be displaced by full power stations.

14 unchanged sentences

The FCC sought comment on technical proposals to reduce nighttime interference afforded to wide-area “Class A” AM radio stations to enable more local AM stations to increase their nighttime service.

The Company has no Class A AM radio stations, but has Class B, Class C and Class D AM radio stations, some of which might benefit if the FCC’s changes its rules as proposed.

The Company has no Class A AM radio stations, but has Class B, Class C and Class D AM radio stations, some of which might benefit if the FCC changes its rules as proposed.

The Company pays for the use of music broadcast on its stations by obtaining licenses from organizations called performing rights organizations ( e.g.

11 unchanged sentences

This new law could impose an additional financial burden on the Company, but the extent of the burden would depend on how the fee payment requirement was structured.

The Ask Musicians for Music (AM/FM) Act of 2019 was introduced on November 14, 2019 in both houses of Congress (116 th Congress) and would require broadcasters to obtain permission before transmitting content owned by another person.

The Company cannot predict whether this legislation will be enacted into law, and if so, whether there would be adverse impact on the Company’s business.

The American Music Fairness Act was introduced on June 24, 2021, in the House of Representatives (117 th Congress) and would establish that the copyright holder of a sound recording would have the exclusive right to perform the sound recording through an audio transmission and addresses other related issues.

(Currently, the public performance right only covers performances through a digital audio transmission in certain instances, which means that nonsubscription terrestrial radio stations generally do not have to secure a license to publicly perform a copyright-protected sound recording.).

Under the bill, a nonsubscription broadcast transmission would be required to have a license to publicly perform such sound recordings.

The Copyright Royalty Board would periodically determine the royalty rates for such a license.

When determining the rates, the board would be required to base its decision on certain information presented by the parties, including the radio stations' effect on other streams of revenue related to the sound recordings.

Terrestrial broadcast stations, and the owners of such stations) that fall below certain revenue thresholds would pay certain flat fees, instead of the board-established rate, for a license to publicly perform copyright-protected sound recordings.

On January 3, 2013, the FCC released the Sixth Further Notice of Proposed Rulemaking , which sought comment on the requirement that persons with attributable interests in broadcast licensees and other entities filing an FCC Ownership Report provide an “FCC Registration Number” (“FRN”) linked to their social security numbers.

12 unchanged sentences

The implementation of this law could require us to bid for the use of certain frequencies.

Executive Officers

Information About Our Executive Officers

Our current executive officers are:

16 unchanged sentences

Lobaito continues to serve as Corporate Secretary.

On September 28, 2021, Ms.

Lobaito was appointed to our Board of Directors.

Bobinski has been Senior Vice President/Finance since March 2012 and Chief Accounting Officer and Corporate Controller since September 1991.

15 unchanged sentences

There can be no assurance that any of the economic improvements since the recession will be broad based and sustainable, especially in light of the further negative impact of the COVID-19 pandemic, or that they will enhance conditions in markets relevant to us.

If economic conditions do not continue to improve, economic uncertainty increases or economic conditions deteriorate again;

global economic conditions may once again adversely impact our business.

If economic conditions do not continue to improve, economic uncertainty increases or economic conditions deteriorate again, global economic conditions may once again adversely impact our business.

Due to the continued uncertain pace of economic growth, we cannot predict future revenue trends.

2 unchanged sentences

Accordingly, if the economy does not fully recover or worsens, our business, results of operations and financial condition could be materially and adversely affected.

The Ongoing COVID-19 Pandemic and Actions Taken by Governmental Authorities in Response to the Pandemic Could Adversely Affect Our Business, Results of Operations and Financial Condition

Our Business and Operations Could be Adversley Affected by Health Epidemics, such as the COVID-19 Pandemic, Impacting the Markets and Communities in which we and our Partners, Advertisers, and Users Operate

We face various risks related to health epidemics, pandemics and similar outbreaks, such as the global outbreak of COVID-19.

The ongoing COVID-19 pandemic and the measures taken to address the public health concerns resulting from the pandemic have resulted in disruptions to our business activity, volatility in the equity markets and credit markets, and uncertainty in the U.S.

6 unchanged sentences

In addition, restrictive measures imposed by federal, state and local authorities in the United States as well as health-related concerns related to working conditions, have had, and may continue to have an impact on our business operations.

While we are not currently anticipating any material impact to our internal ability to operate our business as a results of the COVID-19 pandemic, we may temporarily lose the services of employees or experience interruptions in the normal conduct of businesses or operations of our systems, which could lead to inefficiencies’, and disruptions of our regular operations.

While we are not currently anticipating any material impact to our internal ability to operate our business as a result of the COVID-19 pandemic, we may temporarily lose the services of employees or experience interruptions in the normal conduct of businesses or operations of our systems, which could lead to inefficiencies, and disruptions of our regular operations.

Although we have undertaken a number or steps to mitigate the impact of the COVID-19 pandemic on our business, including a series of initiatives to control or reduce costs, such cost control measures are unlikely to completely offset declines in revenues.

3 unchanged sentences

Accordingly, we may have greater exposure to adverse events or conditions that affect the economy in any of these markets, which could have a material adverse effect on our revenue, results of operations and financial condition.

Local and National Economic Conditions May Affect our Advertising Revenue

Local, National and Global Economic Conditions May Affect our Advertising Revenue

Our financial results are dependent primarily on our ability to generate advertising revenue through rates charged to advertisers.

1 unchanged sentence

Generally, advertising declines during periods of economic recession or downturns in the economy.

Our revenue has been and is likely to be adversely affected during such periods, whether they occur on a national level or in the geographic markets in which we operate.

Our revenue has been and is likely to be adversely affected during such periods, whether they occur on a global leve, national level or in the geographic markets in which we operate.

During such periods we may also be required to reduce our advertising rates in order to attract available advertisers.

Such a decline in advertising rates could also have a material adverse effect on our revenue, results of operations and financial condition.

The ongoing supply chain and labor shortage issues could result in an adverse impact on our business due to our customer’s reduction in advertising spending as their businesses are negatively impacted by low inventories, product delays, and labor shortages resulting in reduced revenue.

The Russian invastion of Ukraine has created not only great devastation but also a worldwide instability that could impact economies across the globe.

While direct impacts to our business are limited, the indirect impacts to our customers could impact demand for advertising and other indirect impacts could arise.

In addition, the impact of other current macro-economic factors on our business, including inflation, supply chain constraints and geopolitical events, is uncertain.

Risks Related to Our Financing

We Have Substantial Indebtedness and Debt Service Requirements

At December 31, 2020 our long-term debt was approximately $10,000,000.

We have borrowed and expect to continue to borrow to finance acquisitions and for other corporate purposes.

Because of our indebtedness, a portion of our cash flow from operations is required for debt service.

Our leverage could make us vulnerable to an increase in interest rates, a downturn in our operating performance, or a decline in general economic conditions.

The credit facility is subject to mandatory prepayment requirements, including but not limited to, certain sales of assets, certain insurance proceeds, certain debt issuances and certain sales of equity.

While we currently have no debt outstanding at December 31, 2021 we have previously borrowed and may borrow to finance acquisitions and for other corporate purposes.

If we borrow in the future, our leverage could make us vulnerable to an increase in interest rates, a downturn in our operating performance, or a decline in general economic conditions.

Our credit facility is subject to mandatory prepayment requirements, including but not limited to, certain sales of assets, certain insurance proceeds, certain debt issuances and certain sales of equity.

Any outstanding balance under the credit facility will be due on the maturity date of June 27, 2023.

We believe that cash flows from operations will be sufficient to meet our debt service requirements for interest and scheduled payments of principal under the credit facility.

We believe that cash flows from operations will be sufficient to meet any debt service requirements for interest and scheduled payments of principal under the credit facility 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.

1 unchanged sentence

The expected London Inter-Bank Offered Rate (“LIBOR”) phase-out may have unpredictable impacts on contractual mechanics in the credit markets or the broader financial markets, which could have an adverse effect on our results of operations.

Financial Conduct Authority, which regulates LIBOR, intends to cease encouraging or requiring banks to submit rates for the calculation of LIBOR after 2021.

It is unclear whether LIBOR will cease to exist after that date, and there is currently no global consensus on what rate or rates will become acceptable alternatives.

LIBOR will no longer be used to price new loans after December 31, 2021 although existing loans may continue to use LIBOR in determining loan interest rates until June 2023, which coincides with the maturity date of our current credit facility.

In the United States, the U.S.

1 unchanged sentence

dollar-denominated LIBOR-benchmarked obligations.

SOFR is a broad measure of the cost of borrowing cash in the overnight U.S treasury repo market, and the Federal Reserve Bank of New York has published the daily rate since 2018.

Nevertheless, because SOFR is a fully secured overnight rate and LIBOR is a forward-looking unsecured rate, SOFR is likely to be lower than LIBOR on most dates, and any spread adjustment applied by market participants to alleviate any mismatch during a transition period will be subject to methodology that remains undefined.

SOFR is a broad measure of the cost of borrowing cash in the overnight U.S treasury repo market, and the Federal Reserve Bank of New York has published the daily rate since 2018 and will likely be used in any future credit facilities entered into.

Our Debt Covenants Restrict our Financial and Operational Flexibility

27 unchanged sentences

In this environment, we compete and will continue to 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.

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

As a result of these and other factors, our ability to identify and consummate future acquisitions is uncertain.

4 unchanged sentences

Our future acquisitions may be subject to notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and to a waiting period and possible review by the Department of Justice and the Federal Trade Commission.

Any delays, injunctions, conditions or modifications by any of these federal agencies could have a negative effect on us and result in the abandonment of all or part of attractive acquisition opportunities.

Any delays, injunctions, conditions or modifications by any of these federal agencies could have a negative effect on us and result in the abandonment of all or part of otherwise attractive acquisition opportunities.

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

13 unchanged sentences

The broadcasting industry is subject to extensive federal regulation which, among other things, requires approval by the FCC of transfers, assignments and renewals of broadcasting licenses, limits the number of broadcasting properties that may be acquired within a specific market, and regulates programming and operations.

For a detailed description of the material regulations applicable to our business, see “Federal Regulation of Radio and Television Broadcasting” and “Other FCC Requirements” in Item 1 of this Form 10-K.

For a detailed description of the material regulations applicable to our business, see “Federal Regulation of Radio Broadcasting” and “Other FCC Requirements” in Item 1 of this Form 10-K.

Failure to comply with these regulations could, under certain circumstances and among other things, result in the denial of renewal or revocation of FCC licenses, shortened license renewal terms, monetary forfeitures or other penalties which would adversely affect our profitability.

9 unchanged sentences

The FCC has increased its enforcement efforts relating to the regulation of indecency violations, and Congress has increased the penalties for broadcasting obscene, indecent or profane programming , and these penalties may potentially subject broadcasters to license revocation, renewal or qualification proceedings in the event that they broadcast such material.

The FCC has expanded the scope of items considered indecent to include material that coud be considered “blasphemy,” “personally reviling epithets,” “profanity” and vulgar or coarse words, amounting to a nuisance.

The maximum forfeiture penalty ( after 2021 annual inflation adjustment) for an indecency violation is $445,445 per incident and $4,111,796 for a continuing violation arising from a single act or failure to act.

13 unchanged sentences

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.

While we have in place, and continue to invest in, technology security initiatives and disaster recovery plans, these measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial and consequences to our business' 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.

2 unchanged sentences

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, disrupt operations and damage our reputation, any or all of which could adversely affect our business.

To meet business objectives, the Company relies on both internal information technology (IT) systems and networks, and those of third parties and their vendors, to process and store sensitive data, including confidential research, business plans, financial information, intellectual property, and personal data that may be subject to legal protection.

The extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these IT systems and networks, and the confidentiality, integrity, and availability of the Company’s sensitive data.

The Company continually assesses these threats and makes investments to increase internal protection, detection, and response capabilities, as well as ensure the Company’s third-party providers have required capabilities and controls, to address this risk.

In September 2021, one of our third-party service providers of a critical application used in our business, was the victim of a ransomware cyberattack.

However, the Company’s data was not breached in connection with this incident and the incident did not have a material impact on the Company’s business or operations.

To date, the Company has not experienced any material impact to the business or operations resulting from information or cybersecurity attacks;

however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there remains the potential for the Company to be adversely impacted.

This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action.

The Company currently maintains cybersecurity insurance in the event of an information security or cyber incident, however, the coverage may not be sufficient to cover all financial losses nor may it be available in the future.

Risks Related to the Ownership of Our Stock

1 unchanged sentence

As of March 4, 2022, Edward K.

Christian, our President, Chief Executive Officer and Chairman, holds approximately 65% of the combined voting power of our Common Stock (not including options to acquire Class B Common Stock and based on Class B shares generally entitled to ten votes per share).

Christian, our President, Chief Executive Officer and Chairman, holds approximately 66% of the combined voting power of our Common Stock (not including options to acquire Class B Common Stock and based on Class B Common Stock generally being entitled to ten votes per share).

As a result, Mr.

11 unchanged sentences

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 1. Business