What changed in this filing

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Item 1. Business

2025-03-31 compared with 2024-03-15 · 146 added, 80 removed, 772 unchanged (23% of the section changed)

We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives.

As of February 29, 2024, we owned seventy-nine FM, thirty-three AM radio stations and eighty metro signals serving twenty-seven markets.

As of February 28, 2025, we owned eighty-two FM, thirty-one AM radio stations and seventy-nine metro signals serving twenty-eight markets.

Our principal executive offices are located at 73 Kercheval, Grosse Pointe Farms, Michigan 48236.

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We were also required to make certain payments to his estate as outlined in his employment agreement.

Our strategy is to operate top billing radio stations, including opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives, 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.

Our strategy is to operate top billing radio stations, including harnessing opportunities complimentary to our core radio business including digital, e-commerce, online local news sites and other non-traditional revenue initiatives, 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.

Local programming and marketing are key components in our strategy to achieve top ratings in our radio operations.

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

Approximately $108,509,000 or 90% of our gross revenue for the year ended December 31, 2023 (approximately $108,999,000 or 89% in fiscal 2022 and approximately $102,367,000 or 89% in fiscal 2021) was generated from the sale of local advertising.

Approximately $106,302,000 or 88% of our gross revenue for the year ended December 31, 2024 (approximately $111,240,000 or 90% in fiscal 2023) 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.

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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 in fiscal 2023 was approximately $11,880,000 or 10% of our gross revenue (approximately $13,657,000 or 11% in fiscal 2022 and approximately $13,138,000 or 11% in fiscal 2021).

Total gross revenue resulting from national advertising in fiscal 2024 was approximately $13,889,000 or 12% of our gross revenue (approximately $11,880,000 or 10% in fiscal 2023).

Gross national political revenue is included in these numbers.

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We employ several high-profile personalities with large loyal audiences in their respective markets.

We have entered into employment and non-competition agreements with our President and with most of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives.

We have entered into employment and non-competition agreements with our President/Chief Executive Officer and with most of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives.

We are committed to hiring, developing and supporting a diverse and inclusive workplace.

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For additional information on the impact of FCC regulations and the introduction of new technologies on our operations, see “Forward Looking Statements” and “Risk Factors” contained elsewhere in this report.

The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies.

The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies (collectively, hereinafter the “Communications Act”).

Reference should be made to the Communications Act, FCC rules (Title 47 Code of Federal Regulation, Chapter I, Subchapters A and C) and the public notices and rulings of the FCC for further information concerning the nature and extent of federal regulation of broadcast stations.

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April 1, 2030

Lafayette, IN

August 1, 2028

Lafayette, IN

August 1, 2028

Lafayette, IN

August 1, 2028

Lafayette, IN

Contemporary Hits

August 1, 2028

Manchester, NH

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February 1, 2028

Northampton, MA

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December 1, 2027

Asheville, NC

December 1, 2027

Bellingham, WA

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February 1, 2030

Bellingham, WA

February 1, 2030

Brattleboro, VT

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October 1, 2027

Charlottesville, VA

October 1, 2027

Clarksville, TN/Hopkinsville, KY

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August 1, 2028

Clarksville, TN

Clarksville, TN/Hopkinsville, KY

August 1, 2028

Expiration Date of

FCC Authorization

Clarksville, TN

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February 1, 2029

Expiration Date of

FCC Authorization

Greenfield, MA

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April 1, 2030

Lafayette, IN

August 1, 2028

Manchester, NH

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(See Title 47 C.F.R.

§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, WHBG, WZBK and WLZX(AM) are “Class D” stations that operate 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, WNYY, WHCU, WINQ(AM) and WSVA operate with lower power at night than during daytime.

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

Ownership Matters.

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On June 4, 2021, the FCC released a Public Notice seeking to refresh the record in the 2018 Quadrennial Review proceeding.

In 2018 Quadrennial Regulatory Review—Review of the Commission’s Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, FCC 23-117, released December 26, 2023, the FCC found that its existing rules, with some minor modifications, remain necessary in the public interest.

(Hereinafter, the acronym “ R&O ” means an FCC “ Report and Order .”) In its R&O 2018 Quadrennial Regulatory Review—Review of the Commission’s Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, FCC 23-117, released December 26, 2023, the FCC found that its existing rules, with some minor modifications, remain necessary in the public interest.

The FCC retained the “dual network rule” and the “local radio ownership rule,” the latter of which was modified only to make permanent the interim contour-overlap methodology long used to determine ownership limits in areas outside the boundaries of defined Nielsen Audio Metro markets and in Puerto Rico.

The FCC retained its local television ownership rule with adjustments to reflect changes that have occurred in the television marketplace to update the methodology for determining station ranking within a market to better reflect current industry practices, and expanded the existing prohibition on use of affiliation to circumvent the restriction on acquiring a second top-four ranked station in a market.

Three parties filed Petitions for Review of the FCC’s R&O in the Fifth, Eighth, and Eleventh U.

Circuit Courts of Appeal.

Before completing the 2018 Quadrennial Review , on December 22, 2022, the FCC released a Public Notice (DA 22-1364) commencing the 2022 Quadrennial Review and began accepting comments and reply comments .

The Company cannot predict whatever action the Courts may take with respect to the R&O or the FCC may take with respect to the 2022 Quadrennial Review .

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.

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New rules could restrict the Company’s ability to acquire additional radio and television stations in some markets.

The Court and FCC proceedings are ongoing and we cannot predict what action, if any, the Court or the FCC may take to further modify its rules.

On January 20, 2025, President Donald Trump was inaugurated and signed numerous Executive Orders, some of which could affect the FCC.

Revisions occurring as a result of the change of Administration, the Courts and FCC proceedings are ongoing and we cannot predict what action, if any, Administration, the Courts or the FCC may take to further modify the FCC rules.

Due to changes in local radio markets, the ownership of some of our radio stations, in the future, could exceed the current ownership limits imposed by the Local Radio Ownership Rule.

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The Company timely filed its reports.

The next biennial ownership reports are due by December 1, 2025.

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

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In an Order and Consent Decree, Townsquare Media, Inc., DA 24-54, released January 17, 2024, the licensee of AM radio stations in Idaho agreed to pay a civil penalty of $500,000 to resolve an investigation into violations of the FCC’s rules relating to on-air sponsorship identification and the maintenance of online political files.

“Payola” is the unreported payment to—or acceptance by—employees of broadcast stations, program producers, or program suppliers of any valuable consideration to achieve airplay for any programming.

On February 6, 2025, the FCC’s Enforcement Bureau released an “Enforcement Advisory,” Covert Manipulation of Radio Airplay Based on Artist Participation in Promotions or Events Violates FCC Payola Rules , which reminded broadcast licensees that a practice known as payola is not only a violation of the United States Criminal Code, but may also subject broadcasters to sanctions under the Communications Act.

The “Enforcement Advisory” addresses payola in connection with the covert manipulation of radio airplay by a broadcast station licensee or broadcast station personnel based on an artist’s agreement to participate in a broadcast station’s promotion or event, sometimes without receiving any compensation or expense reimbursement for the appearance.

The Company does not engage in such prohibited conduct.

The Communications Act requires those persons who have paid, accepted, or agreed to pay or accept such consideration to report that fact to the station licensee before the involved matter is broadcast.

In turn, the Communications Act requires the licensee to announce that the matter contained in the program is paid for, and to disclose the identity of the person furnishing the consideration.

The Company complies with these requirements.

There are other examples of FCC enforcement action for violation of the sponsorship identification requirements.

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As an owner of such towers, our subsidiaries are subject to the registration requirements.

On January 13, 2020, the FCC released an Order confirming a Consent Decree whereby the owner of several antenna structures agreed to pay the government a civil penalty of $1,130,000 and develop a Compliance Plan requiring reports for two years as a result of (1) failing to conduct required daily inspections of the lighting systems at 10 towers, (2) failing to completely log lighting failures at 7 towers, and (3) failing to timely notify the FCC of its acquisition of 2 towers.

In 2017, the FCC eliminated the broadcast main studio rule.

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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.

The FCC has promulgated

rules governing the publication of local notice of the filing of certain broadcast applications.

FCC licensees, like the Company’s subsidiaries, must maintain a tab on their station websites where the public can view the OPIF and a tab where notices describing pending applications must be posted, rather than printing such notices in local newspapers.

In an NPRM, Priority Application Review for Broadcast Stations that Provide Local Journalism or Other Locally Originated Programming , FCC 24-1 (MB Docket No.

24-14), released January 17, 2024, the FCC proposed to prioritize processing review of certain applications filed by commercial and noncommercial radio and television broadcast stations that provide locally originated programming.

The FCC stated that its goal is “to provide additional incentive to stations to provide programming that responds to the needs and interests of the communities they are licensed to serve.” The FCC stated that the program would be “voluntary” and that such prioritization would be granted to renewal applicants, as well as applicants for assignment or transfer of license, that certify they provide locally originated programming, thereby advancing the FCC’s efforts to promote localism and serve local communities across the nation.

If the Company were not to certify that its stations provide local programming, actions on its applications to acquire new facilities might be deferred until applications containing such

certifications had been earlier processed.

24-14), released January 17, 2024, the FCC proposed to prioritize processing review of certain applications filed by broadcast stations that certify that they provide locally originated programming.

The FCC stated that the program would be “voluntary”.

If the Company were not to certify that its stations provide local programming, actions on its applications to acquire new facilities might be deferred until applications containing such certifications had been earlier processed.

However, there is some risk in certifying since competitors or members of the public might file adverse petitions challenging the accuracy of such certifications.

The FCC is seeking comment on the proposal and the Company cannot predict whether such rules will be adopted and become effective.

In an NPRM, Disclosure and Transparency of Artificial Intelligence-Generated Content in Political Advertisements, MB Docket No.

24-211, released July 25, 2024, the FCC proposed to require radio stations (among other FCC licensees and regulatees) to provide an on-air announcement for all political ads that include Artificial Intelligence (“AI”) generated content disclosing the use of such content in the ad.

The FCC also proposes to require these licensees to include a notice in their OPIFs for all political ads that include AI-generated content disclosing that the ad contains such content.

The Company cannot predict whether the proposed rules will be adopted, and if so, their effect on the Company.

The Company is required to pay (1) FCC filing fees in connection with its applications and (2) annual regulatory fees determined by the number and character of the radio stations the Company owns as of October 1 of each prior year.

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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.

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.

In a Further NPRM (MB Docket No.

98-204), released July 23, 2021, the FCC 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 filing of the form was suspended in 2001 in the wake of a decision by the U.S.

Court of Appeals ( MD/DC/DE Broadcasters Association v.

In an NPRM (MB Docket No.

19-177), the FCC sought comment on its track record on EEO enforcement, whether the agency should make improvements to EEO compliance and enforcement, and invited comment on its audit program.

Court of Appeals for the D.C.

Circuit ( MD/DC/DE Broadcasters Association v.

FCC , Case No.

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denied , 534 U.S.

1113 (2002)) vacating certain aspects of the EEO requirements.

1113 (2002)) vacated certain aspects of the EEO requirements.

While the FCC 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 FCC was suspended until issues were resolved regarding confidentiality of the employment data.

On February 22, 2024, the FCC released its Fourth Report and Order, Order on Reconsideration, and Second Further Notice of Rulemaking, FCC 24-18, reinstating the filing of Form 395-B.

The Company cannot predict the impact of the reinstated form on the Company or its operations.

On February 22, 2024, the FCC released its Fourth R&O, Order on Reconsideration, and Second Further Notice of Rulemaking, FCC 24-18, reinstating the filing of Form 395-B.

The requirement to submit the form remains suspended.

On May 9, 2024, the Texas Association of Broadcasters filed a Petition for Review of the Fourth R&O in the Fifth Circuit Court of Appeals (Case No.

Petitions for Review have also been filed by the American Family Association and National Religious Broadcasters.

On January 20, 2025, President Trump issued Executive Orders:

(1) Defending Women from Gender Extremism and Restoring Biological Truth to the Federal Government and (2) Ending Illegal Discrimination and Restoring Merit-Based Opportunity .

On January 24, 2025, Counsel for the

Petitioners filed with the Court a “Rule 28(j) Letter” advising the Court of these Executive Orders.

Oral argument was held before the Court.

At the argument, the FCC conceded that the inclusion in the form of a “non-binary” gender category could no longer be defended based on the President’s Executive Order that the federal government will recognize only two genders.

Because the FCC is currently deadlocked with two Republican and two Democrat Commissioners, the FCC cannot reverse the form’s reinstatement of Form 395-B.

The Company cannot predict whether the requirement to file the form will be made effective or the impact of the reinstated form on the Company or its operations.

Time Brokerage Agreements .

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The Company cannot predict how the FCC may act on the petition.

The FCC has adopted rules that require the broadcast of a specific disclosure at the time of broadcast if material aired pursuant to a lease of time on a station has been sponsored, paid for, or furnished by a foreign governmental entity.

Consistent with the Communications Act and the FCC’s sponsorship identification rules, the Company’s stations are required to disclose political programming or programming involving the discussion of a controversial issue if such programming is provided by a foreign governmental entity for free, or for nominal compensation, as an inducement to air.

The rule requires the Company to exercise reasonable diligence (and obtain certifications from lessees) to ascertain whether the foreign sponsorship disclosure requirements apply at the time of the lease agreement and at any renewal thereof.

A station must place in its OPIF on a quarterly basis certain information if the station broadcasts such foreign-sponsored programming.

On October 6, 2022, the FCC released a Second NPRM, seeking comment on establishing a requirement that licensees require a lessee to use a specific certification form to disclose whether a lessee is or is not a foreign governmental entity and whether it knows of any entity or individual further back in the programming production or distribution chain that qualifies as a foreign governmental entity.

By Public Notice , released December 13, 2022, the FCC extended the Comment and Reply Comment Deadlines in this proceeding.

If adopted, the proposed rules would require the Company to upload the certifications to the OPIF whether or not the lessee has a connection to a foreign government.

The Company cannot predict whether such new rules will be adopted, and if so, the form they might take.

The FCC has adopted rules that require the broadcast of a specific disclosure at the time of broadcast if the material aired pursuant to a “lease” (a discreet block of time, e.g ., a time brokerage agreement) has been paid for, or furnished by a foreign government entity.

On June 10, 2024, the FCC released its Second R&O revising its previous requirements setting forth procedures for exercising reasonable diligence to determine whether such a disclosure is needed.

The FCC addressed a ruling by the U.S.

Court of Appeals for the District of Columbia Circuit that vacated one of the foreign sponsorship identification requirements established in a previous R&O .

In its Second R&O , the FCC stated that its foreign sponsorship identification rules apply to leases of time including issue advertisements and paid public service announcements, but do not apply to sales of advertising for commercial goods and/or political candidate advertisements .

When a lessee and station licensee enter into recurring leases for the same programming, the station licensee will be required to exercise its reasonable diligence obligations under the rule only once per year with respect to that particular lessee and that particular programming.

The FCC grandfathered lease agreements already in effect but such leases will need to come into compliance either at the time of renewal or when the parties to the agreement enter into a new lease.

The Second R&O is the subject of a Petition for Review before the U.

Court of Appeals for the District of Columbia Circuit.

Unless reversed by the Court, the rules would require the Company to upload the certifications to an affected station’s OPIF whether or not the lessee has a connection to a foreign government.

Before they become effective, the Office of Management and Budget (“OMB”) must approve the new rules under the Paperwork Reduction Act.

The OMB has not yet acted on the FCC’s request for approval.

The Company cannot predict whether such new rules will become effective, and if so, the form they might take.

Other FCC Requirements .

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and (iii) FM translator stations, FM booster stations, and LPFM stations remain equal in status and secondary to existing and modified full-service FM stations.

By Report and Order, released April 23, 2020, the FCC modified the LPFM technical rules in four main ways:

By R&O, released April 23, 2020, the FCC modified the LPFM technical rules in four main ways:

(1) expanding the permissible use of directional antennas;

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The FCC limited the scope of FM6 operations to only those LPTV channel 6 stations with "active" FM6 engineering special temporary authority on the release date of the Fifth NPRM .

In its Fifth Report and Order, Amendment of Parts 73 & 74 of the Commission's Rules to Establish Rules for Digital Low Power TV & TV Translator Stations , FCC 23-58, released July 20, 2023, the FCC concluded that the public interest will be served by allowing the continued operation of existing analog FM6 LPTV radio stations subject to certain conditions.

In its Fifth R&O, Amendment of Parts 73 & 74 of the Commission's Rules to Establish Rules for Digital Low Power TV & TV Translator Stations , FCC 23-58, released July 20, 2023, the FCC concluded that the public interest will be served by allowing the continued operation of existing analog FM6 LPTV radio stations subject to certain conditions.

The FCC declined to adopt a proposal discussed in the Fifth NPRM that would allow new FM radio stations to be licensed on 82-88 MHz across the United States, for lack of record support.

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There is an FM6 station in the Norfolk, Virginia, radio market where the Company operates two commercial radio stations.

The Company cannot predict whether the FM6 station will have any impact on the Company’s stations in that market.

Currently, the FM6 station has had no adverse impact, but the Company cannot predict whether the FM6 station in the future will have any adverse impact on the Company’s stations in that market.

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

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The FCC proposed to require EAS participants to annually certify to having a cybersecurity risk management plan in place and to employ sufficient security measures to ensure the confidentiality, integrity, and availability of their respective alerting systems.

On January 8, 2025, the FCC released a “Notice of Apparent Liability” proposing a penalty of $369,190 against a television broadcaster for apparently violating the EAS Rules by failing to participate in three nationwide tests of the EAS and for submitting incorrect or misleading information in FCC filings.

Use of FM Boosters for Geo-Targeting .

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Through its NPRM, the FCC sought comment regarding changes to the booster station rules that could enable FM broadcasters to use FM booster stations to air “geo-targeted” content (e.g., news, weather, and advertisements) independent of the signals of the booster’s primary station within different portions of the primary station's protected service contour for a limited period of time during the broadcast hour.

The FCC has solicited public comment on tests of the proposed system.

The Company cannot predict whether the FCC will adopt the proposed rules, and if adopted, whether the Company would use FM booster stations in this manner.

The Company currently has no FM booster stations.

On April 2, 2024, the FCC released an R&O adopting changes to the Commission's rules (effective January 13, 2025 – See 89FR10068) that allow FM booster stations to originate programming on a limited basis.

The Company has no plans at this time to deploy this technology.

Digital Audio Radio Satellite Service and Internet Radio.

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Due to interference generated by their electric motors, some manufacturers of all-electric vehicles do not market vehicles that can receive AM broadcasts over the air (although AM broadcasts can be heard over digital streaming services, such as Tunein Radio).

Senate, a Bill, S.1669 bill would require the Department of Transportation to issue a rule that requires all new motor vehicles to have devices that can access AM broadcast stations installed as standard equipment.

The Company cannot predict whether the bill will be enacted into law.

Senate, in the 118 th Congress, a Bill, S.1669 bill would have required the Department of Transportation to issue a rule requiring all new motor vehicles to have devices that can access AM broadcast stations installed as standard equipment, but Congress adjourned before the Bill could be acted upon.

As noted above, the Company is licensee of AM radio stations.

On February 5, 2025, the Senate Committee on Commerce, Science and Transportation passed S.

315, the AM Radio for Every Vehicle Act, out of Committee.

On the same date, H.R.

979, a companion bill, was introduced in the house.

The bill, if enacted, would ensure that AM radio receivers remain in new vehicles.

The Company cannot predict whether a bill will be enacted into law.

To date, the Company has not perceived negative economic impact from DARS or Internet-streamed audio on the Company’s full-service stations and FM translators, possibly due, in part, to the possibility of confusion in the digital advertising market, but the Company cannot predict whether there will be future negative economic impact .

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This would allow stations to operate with different power levels on the upper and lower digital sidebands, as a way to facilitate greater digital FM radio coverage without interfering with adjacent channel FM stations.

A petition for reconsideration of the Order is pending.

The Company cannot predict whether the proposed rules will be adopted.

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 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 an R&O, in which it adopted rules (effective January 4, 2021) to allow AM radio stations to broadcast an all-digital signal using the HD Radio 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.

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The Company is using some of its existing FM translators to rebroadcast HD radio program streams generated by some of its FM stations, which is permitted by the FCC.

In a 2015 Report and Order, Revitalization of the AM Service, the FCC announced an opportunity, restricted to AM licensees and permittees, to apply for and receive authorizations to relocate existing FM translator stations within 250 miles for the sole and limited purpose of enhancing their existing service to the public.

In a 2015 R&O, Revitalization of the AM Service, the FCC announced an opportunity, restricted to AM licensees and permittees, to apply for and receive authorizations to relocate existing FM translator stations within 250 miles for the sole and limited purpose of enhancing their existing service to the public.

To implement this policy, the FCC opened “filing windows,” the last one closing October 31, 2016.

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and (3) give FCC operating bureaus authority to cap filing window applications.

In 2011, the FCC released its Third Report and Order which limits eligibility for authorizations associated with allotments added to the FM Table of Allotments using the “Tribal Priority” to the tribes whom the Tribal Priority was intended to benefit.

In 2011, the FCC released its Third R&O which limits eligibility for authorizations associated with allotments added to the FM Table of Allotments using the “Tribal Priority” to the tribes whom the Tribal Priority was intended to benefit.

In October 2018, the FCC released a “Second Further Notice of Proposed Rulemaking” as part of its ongoing effort to assist AM broadcast stations in providing full-time service to their communities.

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As a result, users of music, including the Company, are required to pay royalties for these uses through Sound Exchange, a non-profit performance rights organization.

(Other PROs could be formed, which could increase the royalties we pay.) Periodically, bills have been introduced in Congress, that if passed, would have required the Company to pay additional fees to an organization called MusicFirst which would distribute the money to other entities.

Efforts continue by certain organizations to persuade Congress to enact a law that would require such payments.

Periodically, bills have been introduced in Congress that, if adopted, would require the Company to pay additional fees to one or more organizations that would distribute the money to performers or other entities.

The American Music Fairness Act was introduced on February 2, 2023, in both the Senate and House of Representatives (118 th Congress).

(A similar Bill died in the 117 th Congress.) The Act would require radio stations to have an additional license to publicly perform certain sound recordings.

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

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.

(Other PROs could be formed, which could increase the royalties we pay.) On January 30, 2025, the American Music Fairness Act was introduced in the 119 th Congress.

If signed into law, it would require terrestrial radio broadcasters to pay royalties (in addition to the royalties paid to the PROs) to American music creators when they play their songs.

The Company cannot predict whether the bill will become law, and if so, what its impact may be on the Company.

In late 2018, Congress passed the “Music Modernization Act” which was signed into law by the President.

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and (3) provides a consistent legal process for studio professionals, including record producers and engineers to receive royalties for their contributions to music that they help to create.

The law creates a blanket license for digital music providers to make permanent downloads, limited downloads, and interactive streams, creates a collective (“Mechanical Rights Collective”) to administer the blanket license, and makes various improvements to royalty rate proceedings.

This law could impose an additional financial burden on the Company, but the extent of the burden depends on how the fee payment requirement is structured.

Proposal to Mandate Broadcasters to Participate in the Disaster Information Reporting System (“DIRS”) and Network Outage Reporting System (“NORS”).

In an NPRM, Resilient Networks;

Amendments to Part 4 of the Commission’s Rules Concerning Disruptions to Communications;

New Part 4 of the Commission’s Rules Concerning Disruptions to Communications , 36 FCC Rcd 14802 (2021), the FCC sought comment on measures to help ensure that communications services remain operational when disasters strike.

The NPRM asks whether the FCC should adopt rules making participation in the DIRS and NORS mandatory.

On January 4, 2024, the FCC made public a proposed “Second Further NPRM” to inquire whether to require TV and radio broadcasters, satellite providers, and broadband Internet access service providers to report in NORS and/or DIRS.

In a Second R&O and Second FNPRM released January 26, 2024, the FCC required cable systems, wireline, wireless, and interconnected Voice over Internet Protocol providers to report their infrastructure status information in the DIRS.

In the Second FNPRM section of the document, the FCC proposed that broadcasters report in DIRS and the NORS their operational status each day when the FCC activates DIRS in the geographical areas in which they provide service.

Implementation of DIRS and NORS by the Company could result in significant costs, but the Company cannot predict whether the rules will be adopted and if so, the form they may take.

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The FCC has under consideration, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect us and the operation and ownership of our broadcast properties.

The advent of the Trump Administration could have an effect on FCC requirements.

Application processing rules adopted by the FCC might require us to apply for facilities modifications to our standard broadcast stations in future “window” periods for filing applications or result in the stations being “locked in” with their present facilities.

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President, Chief Executive Officer;

Senior Vice President, Treasurer and Chief Financial Officer

Executive Vice President, Treasurer and Chief Financial Officer

Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller

Senior Vice President of Operations

Chief Operating Officer

Officers are elected annually by our Board of Directors and serve at the discretion of the Board.

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He has been with Saga for over 20 years.

Bush has been Senior Vice President since 2002 and Chief Financial Officer and Treasurer since September 1997.

He was Vice President from 1997 to 2002.

Bush was promoted to Executive Vice President in September 2024 and has been Chief Financial Officer and Treasurer since September 1997.

Bush was Senior Vice President from 2002 to 2024 and he was Vice President from 1997 to 2002.

From 1988 to 1997 he held various positions with the Media Finance Group at AT&T Capital Corporation, including senior vice president.

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Bobinski is a certified public accountant.

Leland was promoted to Senior Vice President of Operations effective January 2023.

Leland was promoted to Chief Operating Officer in September 2024.

Leland was Senior Vice President of Operations from January 2023 to 2024.

He was President/General Manager of our Norfolk, Virginia market from 2011 to 2022.

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

The US government has recently indicated its intent to adopt a new approach to trade policy including initiating or considering the imposition of tariffs on certain foreign goods.

Changes in US trade policy could result in one or more of US trading partners adopting responsive trade policies making it more difficult or costly for US exports to those countries.

These measures could also result in increased inflation and reduced US real gross domestic product and otherwise adversely impact the US economy.

While tariffs have not had a material impact on our business, financial condition or results of operations to date, we cannot predict future trade policy or the terms of any new tariffs and retaliatory measures and their impact on our business.

The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade policies has the potential to adversely impact the US and global economy and our customers’ businesses.

This in turn could adversely impact our business, financial condition and results of operations due to our customer’s reduction in advertising spending as their businesses are negatively impacted by a decline in the US economy.

Risks Related to Our Financing

We May Have Substantial Indebtedness and Debt Service Requirements

While we currently have no debt outstanding at December 31, 2023 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, particularly related to the Secured Overnight Financing Rate (“SOFR”) as outlined in our new credit facility amendment, a downturn in our operating performance, or a decline in general economic conditions.

At December 31, 2024, our long-term debt was approximately $5,000,000.

We have previously borrowed and may 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, particularly related to the Secured Overnight Financing Rate (“SOFR”) as outlined in our new credit facility amendment, 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 December 19, 2027.

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.

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 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.

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If interest rates increase, our debt service obligations on the variable-rate indebtedness would increase and our net loss would increase, even though the amount borrowed under the facility remained the same.

As of December 31, 2022, we had no outstanding variable-rate debt.

However, if and to the extent we borrow in the future, an unfavorable movement in interest rates, primarily SOFR, could result in higher interest expense and cash payments for us.

As of December 31, 2024, we had $5,000,000 outstanding variable-rate debt.

An unfavorable movement in interest rates, primarily SOFR, could result in higher interest expense and cash payments for us.

Although we may enter into interest rate hedges, involving the partial or full (i) exchange of floating for fixed-rate interest payments or (ii) obtaining an interest rate cap, to reduce interest rate volatility, we cannot provide assurance that we will enter into such arrangements or that they will successfully mitigate such interest rate volatility.

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Our Debt Covenants Restrict our Financial and Operational Flexibility

Our credit facility contains a number of financial covenants which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

dividends, distributions, guarantees, liens and encumbrances.

Our ability to meet these financial ratios can be affected by operating performance or other events beyond our control, and we cannot assure you that we will meet those ratios.

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This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten the risk.

Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additionally risks, including risks that may not be known to us.

Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us.

Risks Related to Technology and Cybersecurity

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Investors should be aware that they could experience short-term volatility in our stock if such shareholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time.

Our management has identified certain internal control deficiencies, which management believes constitute material weaknesses.

Our failure to establish and maintain an effective system of internal controls could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case, our shareholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our common stock .

We review and update our internal controls, disclosure controls and procedures, and corporate governance policies as our Company continues to evolve.

In addition, we are required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“ SOX ”) and management is required to report annually on our internal control over financial reporting.

Our management’s evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2024 concluded that the Company has the following material weakness in its internal control over financial reporting:

(i) Ineffective Controls over Broadcast Revenue Reconciliations – a lack of effectively designed and implemented monitoring controls over recorded broadcast revenue combined with a lack of segregation of duties within the Traffic Management system that did not restrict users’ or monitor access privileges commensurate with their assigned authority and responsibility;

and (ii) Ineffective Controls over Digital Revenue Reconciliations – a lack of effectively designed and implemented monitoring controls over recorded digital revenue, including procedures over the retention of documentation to ensure existence, completeness and accuracy of data used to support accounts related to revenue and accounts receivable in the financial statement close process.

These ineffective controls, individually or in the aggregate, could result in misstatements of accounts or disclosures that would results in a material misstatement of the interim or annual Consolidated Financial Statements that would not be prevented or detected.

Such shortcomings could have an adverse effect on our business and financial results.

Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.

Any failure or circumvention of the controls and procedures or failure to comply with regulation concerning control and procedures could have a material effect on our business, results of operations and financial condition.

Any of these events could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively affect the market price of our shares, increase the volatility of our stock price and adversely affect our ability to raise additional funding.

The effect of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board and as executive officers.

The Company is planning to take steps to remediate this material weakness.

However, we cannot assure you that any of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies.

Our business could be negatively affected as a result of shareholder activism.

Shareholder activism, which could take many forms or arise in a variety of situations, including making public demands that we consider certain strategic alternatives for the Company, engaging in public campaigns to attempt to influence our corporate governance and/or our management, and commencing proxy contests to attempt to elect the activists' representatives or others to our Board, has increased in recent years.

While the Company welcomes shareholders' constructive input, the Company could be negatively affected as a result of shareholder activism, which could cause the Company to incur substantial costs and divert our attention and resources from our business and our ability to execute our strategic plans.

Additionally, such shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with our associates, customers, service providers or other vendors and make it more difficult to attract and retain qualified personnel.

Also, we may be required to incur significant fees and other expenses related to activist shareholder matters, including for third-party advisors.

Our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any shareholder activism.

The Company has been, and may continue to be, the subject of shareholder activism, and it is subject to the risks associated therewith.

We are a Smaller Reporting Company and Intend to Avail Ourselves of Certain Reduced Disclosure Requirements Applicable to Smaller Reporting Companies, which could make our Common Stock Less Attractive to Investors.

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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