What changed in this filing

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Item 1. Business

2024-03-06 compared with 2023-03-14 · 274 added, 286 removed, 441 unchanged (56% of the section changed)

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In the longer-term, we may evaluate opportunities to acquire assets or businesses unrelated to our current or historical operations.

We have generally pursued either controlling positions in durable, cash-flow generating businesses, assets that will enhance our current businesses in Infrastructure, Life Sciences and Spectrum or companies we believe exhibit substantial growth potential, which may be unrelated to the Company’s then-current operating segments.

We have generally pursued either controlling positions in durable, cash-flow generating businesses and assets that will enhance our current businesses in Infrastructure, Life Sciences and Spectrum or companies we believe exhibit substantial growth potential, which may be unrelated to the Company’s then-current operating segments.

In connection with any such acquisition, we may choose to actively assemble or re-assemble a company’s management team to ensure the appropriate expertise is in place to execute the operating objectives of such business.

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• Pursue Large, Value-Added Design-Build Projects:

DBMG’s unique ability to offer design-build services, a full range of steel construction services and project management capabilities makes it a preferred partner for complex, design-build fabrication projects in the geographic regions it serves.

DBMG’s unique ability to offer design-build services, a full range of steel construction services and project management capabilities makes it a preferred partner for complex, design-build construction projects in the geographic regions it serves.

This capability often enables DBMG to bid against fewer competitors in a less traditional, more negotiated selection process on these kinds of projects, thereby offering the potential for higher margins while providing overall cost savings and project flexibility and efficiencies to its customers;

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• Emphasize Innovative Services :

DBMG focuses its BIM modeling, digital engineering, design-build, engineering, detailing, fabrication, erection, and construction expertise on larger, more complex projects, where it typically experiences less competition and more advantageous negotiated contract opportunities.

DBMG focuses its building information modeling ("BIM"), digital engineering, design-build, engineering, detailing, fabrication, erection, and construction expertise on larger, more complex projects, where it typically experiences less competition and more advantageous negotiated contract opportunities.

DBMG has extensive experience in providing services requiring complex BIM modeling, detailing, fabrication and erection techniques and other unusual project needs, such as BIM coordination, specialized transportation, steel treatment or specialty coating applications, piping, machinery rigging and setting, deep foundations, and specialty welding.

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DBMG consists of five business units spread across diverse markets:

Schuff Steel Company ("SSC") (steel fabrication and erection), Banker Steel (steel fabrication and erection), DBM Vircon (steel detailing, rebar detailing, bridge detailing, BIM modeling services and BIM management services), the Aitken product line (manufacturing of equipment for the oil and gas industry), and GrayWolf (steel fabrication and erection, specialty facility maintenance, repair, and installation services, as well as management of smaller structural steel projects, leveraging subcontractors).

Schuff Steel Company (steel fabrication and erection), Banker Steel (steel fabrication and erection), DBM Vircon (steel detailing, rebar detailing, bridge detailing, BIM modeling services and BIM management services), the Aitken product line (manufacturing of equipment for the oil and gas industry), and GrayWolf (industrial multi-discipline construction, modularization, steel fabrication and erection, specialty facility maintenance, repair, and installation services, as well as management of smaller structural steel projects, leveraging subcontractors).

For the year ended December 31, 2023, revenues were as follows (in millions):

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The majority of DBMG's business is in North America, but DBM Vircon provides detailing services on five continents, and SSC provides fabricated steel to Canada and other select countries.

In 2022, DBMG's two largest customers represented approximately 28.7% of revenues.

In 2021, DBMG’s two largest customers represented approximately 23.4% of revenues.

DBMG’s size gives it the production capacity to complete large-scale, demanding projects, with typical utilization per facility ranging from 90% - 96% and a sales pipeline that includes over $4.6 billion in potential revenue generation.

In 2023, DBMG's two largest customers represented approximately 41.3% of DBMG's revenues.

In 2022, DBMG’s two largest customers represented approximately 28.7% of DBMG's revenues.

DBMG’s size gives it the production capacity to complete large-scale, demanding projects, with typical utilization per facility ranging from 96% - 100% and a sales pipeline that includes approximately $6.6 billion in potential revenue generation.

DBMG believes it has benefited from being one of the largest players in a market that is highly fragmented across many small firms.

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Additionally, DBMG has in-house fabrication, erection, and multi-discipline industrial construction capabilities combined with access to a network of subcontractors for smaller projects in order to provide high-quality solutions for its customers.

DBMG offers a range of services across a broad geography through its fifteen fabrication shops in the United States and thirty-six sales and management facilities located in the United States, Australia, Canada, India, New Zealand, the Philippines, Thailand and the UK.

DBMG operates with minimal bonding requirements, with a current balance of 53.7% of DBMG's backlog (out of a total backlog of $1,782.3 million) as of December 31, 2022, and bonding is reduced as projects are billed rather than upon completion.

DBMG offers a range of services across a broad geography through its 14 fabrication shops in the United States and 32 sales and management facilities located in the United States, Australia, Canada, India, New Zealand, the Philippines, and the UK.

DBMG operates with minimal bonding requirements, with a balance of 34.1% of DBMG's total backlog of $1,057.2 million as of December 31, 2023, and bonding is reduced as projects are billed rather than upon completion.

DBMG has limited its raw material cost exposure by securing fixed prices from mills at contract bid as well as by utilizing its purchasing power as one of the largest domestic buyers of wide flange beams in the United States.

SSC offers a variety of services to its customers which it believes enhances its ability to obtain and successfully complete projects.

SSC believes that the variety of services it offers to its customers enhances its ability to obtain and successfully complete projects.

These services fall into six distinct groups:

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• Design-Assist/Design-Build:

Using the latest technology and BIM, DBMG works to provide clients with cost-effective steel designs.

Using the latest technology and BIM, SSC works to provide clients with cost-effective steel designs.

The end result is turnkey-ready, structural steel solutions for its diverse client base;

• Pre-Construction Design and Budgeting:

Clients who contact DBMG in the early stages of planning can receive a DBMG-performed analysis of the structure and cost breakdown.

Clients who contact SSC in the early stages of planning can receive an SSC-performed analysis of the structure and cost breakdown.

Both of these tools allow clients to accurately plan and budget for any upcoming project;

• Steel Management:

Using DBMG’s proprietary Steel Integrated Management System ("SIMS"), DBMG can track any piece of steel and instantly know its location.

Additionally, DBMG can help clients manage steel subcontracts, providing clients with savings on raw steel purchases and giving them access to a variety of DBMG-approved subcontractors;

Using SSC’s proprietary Steel Integrated Management System ("SIMS"), SSC can track any piece of steel and instantly know its location.

Additionally, SSC can help clients manage steel subcontracts, providing clients with savings on raw steel purchases and giving them access to a variety of SSC-approved subcontractors;

• Fabrication:

Through its six fabrication shops in Arizona, California, Kansas, and Utah, SSC has one of the highest fabrication capacities in the United States, with over 1.1 million square feet under roof and a maximum annual fabrication capacity of approximately 287,000 tons;

Named the top steel erector in the United States for 2007, 2008, 2011, 2013-2020, and 2022, and the second top steel erector for 2021 by Engineering News-Record, SSC knows how to add value to its projects through the safe and efficient erection of steel structures;

DBMG uses BIM on every project to manage its role efficiently.

Additionally, DBMG’s use of SIMS in conjunction with its BIM platform Visualizer allows for real-time reporting on a project’s progress and an information-rich model review.

Aitken is a manufacturer of equipment used in the oil, gas, petrochemical and pipeline industries.

Aitken supplies the following products both nationwide and internationally:

• Strainers :

Temporary cone and basket strainers, tee-type strainers, vertical and horizontal permanent line strainers and fabricated duplex strainers;

• Measurement Equipment:

Orifice meter tubes, orifice plates, orifice flanges, seal pots, flow nozzles, Venturi tubes, low loss tubes and straightening vanes;

• Major Products:

Spectacle blinds, paddle blinds, drip rings, bleed rings, and test inserts, ASME vessels, launchers and pipe spools.

Through its six fabrication shops in Arizona, California, Kansas, and Utah, SSC has one of the highest fabrication capacities in the United States, with approximately 1.1 million square feet under roof and a maximum annual fabrication capacity of approximately 287,000 tons;

Named the top steel erector in the United States for 2007, 2008, 2011, 2013-2020, and 2022, and the second top steel erector for 2021 and 2023 by Engineering News-Record, SSC knows how to add value to its projects through the safe and efficient erection of steel structures;

SSC uses BIM on every project to manage its role efficiently.

Additionally, SSC’s use of SIMS in conjunction with its proprietary BIM platform, Visualizer, allows for real-time reporting on a project’s progress and an information-rich model review.

Banker Steel provides full-service fabricated structural steel and erection services primarily for the East Coast and Southeast commercial and industrial construction market in addition to full design-assist services.

Banker Steel offers a variety of services to its customers, which it believes enhances its ability to obtain and successfully complete projects.

These services fall into four distinct groups:

design-assist/design-build, pre-construction design and budgeting, fabrication, and erection:

• Desi gn-Assist/ Design-Build :

Using the latest technology, Banker Steel helps developers plan, schedule, model and price projects from start to finish resulting in cost-effective steel designs;

• Pre-Construction/Design and Budgeting :

Clients who contact Banker Steel in the early stages of planning can receive a detailed analysis of the structure and cost breakdown.

Both of these tools allow clients to accurately plan and budget for any upcoming project;

• Fabrication:

Through its five fabrication shops in Florida, New Jersey, South Carolina and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 189,000 tons with approximately 584,000 square feet of space;

typically focusing on complex, non-commoditized jobs with intensive fabrication requirements;

Banker Steel offers a full suite of erection services including horizontal and vertical erection services.

GrayWolf provides services including industrial multi-discipline construction, modularization, steel fabrication, steel construction management, maintenance, repair, erection, and installation to a diverse range of end markets in order to provide high-quality outage, turnaround, and new installation services to customers.

GrayWolf provides the following services through its two major brands:

GrayWolf Integrated Construction (formerly Titan Contracting, Titan Fabricators, and Inco Services), and Milco National Constructors.

• Multi-discipline construction and modularization services:

GrayWolf offers multi-discipline construction services to manufacturing, power, petrochemical, refining, data center, oil and gas and other industrial markets.

Its services including modularization, plant maintenance, specialty welding, equipment rigging and setting, and mechanical and electrical construction to customers in the power, industrial, petrochemical, water treatment, and refining markets at a national level;

• Specialty construction solutions for processing markets:

Customers in the pulp and paper, metals, mining and minerals, oil and gas and petrochemical markets utilize GrayWolf’s specialized solutions including plant maintenance, process piping, equipment setting, and tank and vessel fabrication and erection that are catered to the needs and specifications of the customer’s industry;

• Turnarounds, tank construction, and piping services:

GrayWolf offers services including plant maintenance, specialty welding, piping systems, and tanks and vessels construction to the power, pulp and paper, refining, petrochemical, and water treatment markets in the Midwest, Mid-Atlantic, Southeast, and West Coast;

• Custom steel fabrication and erection:

GrayWolf offers engineering, design, fabrication, modularization, erection and additional services to the heavy commercial and industrial markets in the Southwest, Midwest, Gulf Coast and Southeast;

• Structural steel management:

GrayWolf provides turn-key steel fabrication and erection services with expertise in project management.

Leveraging such strengths, GrayWolf uses its relationships with reliable subcontractors and erectors, along with state-of-the-art management systems, to deliver excellence to clients.

DBM Vircon provides steel detailing, rebar detailing, BIM modeling and BIM management services for industrial and infrastructure and commercial construction projects in Australia, New Zealand, Europe and North America.

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Utilizing industry leading technologies, DBM Vircon provides steel detailing services which include:

shop drawings, erection plans, anchor bolt drawings, connection sketches, DSTV files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping;

shop drawings, erection plans, anchor bolt drawings, connection sketches, NC files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping;

• Rebar Detailing:

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GrayWolf provides services including steel fabrication, steel management, maintenance, repair, erection, and installation to a diverse range of end markets in order to provide high-quality outage, turnaround, and new installation services to customers.

GrayWolf provides the following services through its two major brands:

GrayWolf Integrated Construction (formerly Titan Contracting, Titan Fabricators, and Inco Services), and Milco National Constructors.

• Specialty mechanical contracting services:

GrayWolf offers specialty mechanical contracting services to the power, petrochemical, refining and other industrial markets.

Its services including plant maintenance, specialty welding, equipment rigging, and mechanical construction to customers in the power, industrial, petrochemical, water treatment, and refining markets at a national level;

• Specialty construction solutions for processing markets:

Customers in the pulp and paper, metals, mining and minerals, and petrochemical markets utilize GrayWolf’s specialized solutions including plant maintenance, process piping, equipment, and tank and vessel fabrication and erection that are catered to the needs and specifications of the customer’s industry;

• Turnarounds, tank construction, and piping services:

• Custom steel fabrication and erection:

GrayWolf offers engineering, design, fabrication, modularization, erection and additional services to the heavy commercial and industrial markets in the Southwest, Midwest, Gulf Coast and Southeast;

• Structural steel management:

GrayWolf provides turn-key steel fabrication and erection services with expertise in project management.

Leveraging such strengths, GrayWolf uses its relationships with reliable subcontractors and erectors, along with state-of-the-art management systems, to deliver excellence to clients.

Banker Steel offers a variety of services to its customers, which it believes enhances its ability to obtain and successfully complete projects.

These services fall into four distinct groups:

design-assist/design-build, pre-construction design and budgeting, fabrication, and erection:

• Desi gn-Assist/ Design-Build :

Using the latest technology, Banker Steel helps developers plan, schedule, model and price projects from start to finish resulting in cost-effective steel designs;

• Pre-Construction/Design and Budgeting :

Clients who contact Banker Steel in the early stages of planning can receive a detailed analysis of the structure and cost breakdown.

Both of these tools allow clients to accurately plan and budget for any upcoming project;

• Fabrication:

typically focusing on complex, non-commoditized jobs with intensive fabrication requirements;

Banker offers a full suite of erection services including horizontal and vertical erection services.

Aitken is a manufacturer of equipment used in the oil, gas, petrochemical and pipeline industries.

Aitken supplies the following products both nationwide and internationally:

• Strainers :

Temporary cone and basket strainers, tee-type strainers, vertical and horizontal permanent line strainers and fabricated duplex strainers;

• Measurement Equipment:

Orifice meter tubes, orifice plates, orifice flanges, seal pots, flow nozzles, Venturi tubes, low loss tubes and straightening vanes;

• Major Products:

Spectacle blinds, paddle blinds, drip rings, bleed rings, and test inserts, ASME vessels, launchers and pipe spools.

DBMG currently purchases its steel from a variety of domestic and foreign steel producers but is not dependent on any one producer.

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In addition, DBMG is often contacted by governmental agencies in connection with public construction projects, and by large private-sector project owners, general contractors and engineering firms in connection with new building projects such as manufacturing and industrial plants, data centers, warehouse and distribution centers, and other industrial and commercial facilities.

Upon selection of projects to bid or price, DBMG’s estimating departments review and prepare projected costs of shop, field, detail drawing preparation and crane hours, steel and other raw materials, and other costs.

Upon selection of projects to bid or price, DBMG’s estimating departments review and prepare projected costs of shop, field, detail drawing preparation and equipment hours, steel and other raw materials, and other costs.

With respect to bid projects, a formal bid is prepared detailing the specific services and materials DBMG plans to provide, along with payment terms and project completion timelines.

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While DBMG believes that it maintains a competitive advantage with respect to many of these factors, failure to continue to do so or to meet other competitive challenges could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.

As of December 31, 2022, DBMG employed 3,489 full-time and 186 part-time people across the globe, including the U.S., Canada, Australia, New Zealand, India, the Philippines, Thailand, and the UK.

As of December 31, 2023, DBMG employed 3,884 full-time and 73 part-time (1,033 salaried and 2,924 hourly) people across the globe, including the U.S., Canada, Australia, New Zealand, India, the Philippines, the UK and Mexico.

The number of persons DBMG employs on an hourly basis fluctuates directly in relation to the amount of business DBMG performs.

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("R2"), which develops aesthetic and medical technologies for the skin.

Pansend also invests in other early stage or developmental stage healthcare companies including an approximately 47.2% interest in MediBeacon Inc.

("MediBeacon"), and an approximately 25.8% interest in Triple Ring Technologies, Inc.

("Triple Ring").

Pansend also invests in other early stage or developmental stage healthcare companies including an approximate 46.2 % interest in MediBeacon Inc.

("MediBeacon"), an approximate 1.9 % interest in Triple Ring Technologies, Inc.

("Triple Ring"), and an approximate 20.1 % interest in Scaled Cell Solutions, Inc.

R2 Technologies, Inc.

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In 2019, R2 closed on its Series B Preferred Stock financing round with its strategic partner, Huadong Medicine Company, Ltd., (“Huadong”).

In connection with a staggered $30 million investment by Huadong, R2 entered into a distribution agreement with Huadong under which R2 granted Huadong all of R2's products in the Asia-Pacific region, and R2 is entitled to receive a share of Huadong's profits from such sales.

As of December 31, 2022, R2 has received the entire $30 million investment from Huadong.

In connection with a $30 million investment to be made by Huadong in installments based on pre-determined milestones, R2 entered into a distribution agreement with Huadong under which R2 granted Huadong exclusive rights to distribute all of R2's products in the Asia-Pacific region, and R2 is entitled to receive a share of Huadong's net sales from such products.

R2 received the final installment of the $30 million investment from Huadong on February 3, 2021.

In 2021, Pansend invested $15 million in R2's Series C Preferred Stock at a post-money valuation of $150 million for R2.

R2 currently has three products in various stages of commercialization and development:

R2 currently has four products in various stages of commercialization and development:

Glacial Rx – Launched in the first quarter of 2021 in the United States after receiving U.S.

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The Glacial Rx system effectively and comfortably addresses these conditions, leaving the skin with a smoother and brighter appearance with little downtime for the patient.

The Glacial Rx system is sold to dermatologists and plastic surgeons and operated by trained healthcare professionals.

The Glacial Rx system is sold into medical practices and is operated by trained healthcare professionals.

Glacial Spa – Launched in the first half of 2022 in China after receiving China Non-Medical Classification, the Glacial Spa is a cooling experience used to even skin tone, and brighten and lighten skin.

The Glacial Spa system will be sold by Huadong’s existing sales force to spas and is intended to be operated by a trained aesthetician.

Glacial fx – Launched in the third quarter of 2023 in the United States and Canada, the Glacial fx is intended to brighten, calm, and stimulate healthy, youthful skin through its intelligent precision cooling technology.

The Glacial fx system expands R2’s North America market into all practice types, including nonmedical and retail chains, and is intended to be operated by a trained aesthetician.

Glacial AI – Currently undergoing research and development, the Glacial AI is an autonomous, robotic cooling device focused on whole-body skin lightening and brightening.

Sales and Distribution

In North America, R2 utilizes a direct sales force to sell Glacial Rx.

As of December 31, 2022, R2 had a North American sales force of 20 employees, and total full-time employees of 46 and part-time employees of 9.

In North America, R2 utilizes a direct sales force to sell Glacial Rx and Glacial fx.

As of December 31, 2023, R2 had a North American sales force of 18 employees, total full-time employees of 36 and 4 part-time employees.

In international markets, R2 sells both Glacial Rx and Glacial Spa through distributors.

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The design, development, manufacture, testing and sale of our Glacial Rx product is subject to regulation by numerous governmental authorities, principally the FDA, and corresponding state and foreign regulatory agencies.

The Glacial Rx product (also known as the Dermal Cooling System) originally received 510(k) clearance in October 2016 as a cryosurgical instrument intended for use in dermatologic procedures for the removal of benign lesions of the skin.

In July 2017, the FDA cleared device modifications implemented to improve usability of the Dermal Cooling System.

Subsequently in September 2020, we received FDA clearance for expansion of the Dermal Cooling System indication to include use when cooling is intended for the temporary reduction of pain, swelling, inflammation, and hematoma from minor surgical procedures.

In August 2021, the Dermal Cooling System was also cleared by the FDA for use with optional dermabrasion tip accessories for general dermabrasion, scar revision, acne scar revision, and tattoo removal.

Most recently, in November 2022, FDA clearance was received for expansion of the Dermal Cooling System indication to include minimize pain, inflammation, and thermal injury during laser and dermatological treatments and for temporary topical anesthetic relief of injections.

The Glacial Rx product (also known as the Dermal Cooling System) has received 510(k) clearance from the FDA as a cryosurgical instrument intended for the use in dermatologic procedures for the removal of benign lesions of the skin;

temporary reduction of pain, swelling, inflammation and hematoma from minor surgical procedures;

use of optional dermabrasion tip accessories for general dermabrasion, scar revision, acne scar revision, and tattoo removal;

pain minimization, inflammation, and thermal injury during laser and dermatological treatments and for temporary anesthetic relief of injections.

We have received regulatory approval or are otherwise free to market the Glacial Rx product in numerous international markets.

Any devices we manufacture or distribute pursuant to clearance or approval by the FDA are subject to pervasive and continuing regulation by the FDA and certain state agencies, including establishment registration and device listing with the FDA.

We are required to adhere to applicable regulations detailed in FDA’s current Good Manufacturing Practices ("cGMP") as set forth in the Quality System Regulation, which include among other things, testing, control and documentation requirements.

We are required to adhere to applicable regulations detailed in the FDA’s current Good Manufacturing Practices ("cGMP") as set forth in the Quality System Regulation, which include among other things, testing, control and documentation requirements.

Non-compliance with these standards can result in, among other things, fines, injunctions, civil penalties, recalls or seizures of products, total or partial suspension of production, refusal of the government to grant 510(k) clearance of devices, withdrawal of marketing approvals and criminal prosecutions.

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Failure to comply with applicable foreign regulatory requirements may subject a company to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, criminal prosecution, or other consequences.

The California Food & Drug Branch inspected our San Ramon facility in December 2016 and had no findings or observations.

In international markets, we are required to obtain and maintain various quality assurance and quality management certifications.

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EN ISO 13485:2016 Medical Devices - Quality Management Systems - Requirements for regulatory purposes and Medical Device Single Audit Program (US and Canada).

In November 2022, we were audited by our Certification Body, SGS, and all certifications have been extended to cover our Dublin facility.

In November 2023, we were audited by our Certification Body, SGS, and there were no findings or observations.

Sources of Raw Materials and Suppliers

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The agreement, as amended, calls for royalties to be paid at 8% of net sales of all products and processes with minimum guarantees.

Future annual minimum royalty payment commitments are as follows:

Annual minimum royalty payment commitments are as follows:

$75,000 on the first anniversary, $100,000 on the second anniversary, $150,000 on the third anniversary, and $200,000 on the fourth anniversary of the effective date that occurs following the first commercial sale, and each subsequent anniversary of the effective date thereafter through the term.

In addition, R2 will pay a milestone payment of $1,000,000 within sixty days of the earliest:

In addition, the agreement provides for R2 to pay a milestone payment of $1,000,000 within sixty days of the earliest:

(i) first commercial sale, (ii) first regulatory approval allowing sale or marketing of a product or process in any country, (iii) the first marketing of a product or process in any country.

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MediBeacon, Inc.

MediBeacon is developing a proprietary non-invasive real-time monitoring system for the evaluation of kidney function.

Current methods to evaluate kidney function are indirect estimates that may be inaccurate and are not real-time.

Chronic kidney disease is estimated to affect more than 850 million people worldwide.

MediBeacon’s Transdermal GFR Measurement System (“TGFR”), which uses an optical skin sensor combined with Lumitrace, a proprietary agent that glows in the presence of light, will be the first non-invasive system to enable real-time, direct monitoring of kidney function at point-of-care.

MediBeacon is developing a system that is intended to enable real-time monitoring and evaluation of kidney function.

The Transdermal GFR Measurement System (“TGFR”) or kidney function measurement system is designed to allow non-invasive detection of the change in patient levels of a fluorescent kidney function tracer agent over time via a sensor placed on the patient’s skin.

Better tools for the management of kidney patients are needed.

This is one of the reasons FDA granted the TGFR a Breakthrough Device Designation in recognition that the technology has the potential to provide for more effective patient management.

Chronic kidney disease is estimated to affect approximately 850 million people worldwide.

MediBeacon’s TGFR uses a highly engineered transdermal skin sensor combined with Lumitrace (relmapirazin), a novel fluorescent tracer agent that glows in the presence of light.

The TGFR is designed to be the first system to enable real-time, monitoring of kidney function at the point-of-care.

On October 22, 2018, the FDA granted Breakthrough Device designation to the TGFR for the measurement of Glomerular Filtration Rate (“GFR”) in patients with impaired or normal kidney function.

Under the Breakthrough Device program, the FDA works with companies to expedite regulatory review in order to give patients more timely access to innovative diagnostic and therapeutic technologies.

MediBeacon began its U.S.

pivotal study in the second half of 2022 and is expected to submit results of the study to the FDA in the first half of 2023.

MediBeacon completed its U.S.

phase 3 TGFR Pivotal Study in the first quarter of 2023 and during the second quarter of 2023, submitted the results of the study to the FDA.

The FDA has informed MediBeacon that, as part of the evaluation process for a breakthrough device, the TGFR will be presented at a “first of kind” FDA advisory committee meeting.

Advisory committees provide independent expert advice to the FDA on broad scientific topics or on certain products to help the agency make sound decisions based on the available science.

Advisory committees make non-binding recommendations to the FDA, which generally follows the recommendations but is not legally bound to do so.

In 2019, MediBeacon closed its Series B financing round with its strategic partner, Huadong.

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MediBeacon received the first $15 million tranche during 2019 at a pre-money valuation of approximately $300 million.

In 2020, Huadong amended their agreements to provide for Huadong to prepay $20 million of future China royalties to fund registration of the TGFR system as a Class 1 device in China, allowing it to immediately enter the Chinese hospital system.

As of December 31, 2022, the full $20 million has been received.

On November 16, 2022, MediBeacon and Huadong amended their existing agreements to provide that Huadong will invest approximately $10 million in funding in MediBeacon by June 30, 2023, including $7.5 million or 50% of the remaining $15 million milestone investment due upon FDA approval of MediBeacon's TGFR, at a pre-money valuation of approximately $400 million.

MediBeacon is also exploring additional clinical applications of the patented Lumitrace technology, including:

In 2020, Huadong amended their agreements to provide for Huadong to prepay, at a minimum, $20 million of future China royalties to fund registration of the TGFR system as a Class 1 device in China, allowing it to immediately enter the Chinese hospital system.

As of December 31, 2023, approximately $26.3 million had been received.

On November 2022, MediBeacon and Huadong amended their existing agreements for Huadong to provide approximately $10 million in additional funding to MediBeacon including, at minimum, an additional $2.5 million in prepayment of future China royalties to accelerate other pre-commercialization activities.

On February 23, 2023, pursuant to its amended commercial partnership with Huadong, MediBeacon issued $ 7.5 million of its preferred stock to Huadong at a pre-money valuation of approximately $400 million in exchange for additional shares of preferred stock, accelerating 50% of the remaining $15 million milestone investment due upon FDA approval of MediBeacon's TGFR.

MediBeacon fluorescent tracer agent-based monitoring systems hold promise in a range of potential medical applications, including:

Gastrointestinal permeability, which has the potential to transform management of autoimmune and inflammatory diseases, including Crohn’s disease.

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Louis and the Mayo Clinic, have supported MediBeacon’s research in this area.

The first in-human clinical studies were recently completed to study the feasibility of fluorescent tracer agent-based systems to quantify the permeability of the gastrointestinal tract in patients with active Crohn’s disease.

The first in-human clinical studies were completed to study the feasibility of using fluorescent tracer agent-based systems to quantify the permeability of the gastrointestinal tract in patients with active Crohn’s disease.

Ocular angiography, which has the potential to diagnose and monitor vasculature leakage in the eye, a key factor in diagnosing and monitoring various diseases, including macular degeneration, diabetic retinopathy and retinal vasculitis while avoiding current potential clinical side effects such as allergic reactions, nausea and vomiting.

MediBeacon was the recipient of a Small Business Innovation Research grant supported by the National Eye Institute of the National Institutes of Health (NIH).

With this support, MediBeacon is pursuing research into the use of a MediBeacon fluorescent tracer agent to visualize vasculature in the eye with clinical studies currently underway.

Surgical visualization feasibility, which has the potential to be used in open, laparoscopic and robotic surgeries to identify critical structures, tumor margins and blood flow in tissues in real-time.

Clinical research in this area is still underway.

MediBeacon is pursuing research into the use of Lumitrace to visualize vasculature in the eye.

Surgical visualization feasibility, which has the potential to be used in open, laparoscopic and robotic surgeries to identify critical structures (e.g.

ureters), tumor margins and blood flow in tissues in real-time.

Research in this area is underway.

Genovel Orthopedics, Inc.

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Triple Ring is a research and development engineering company specializing in medical devices, homeland security, imaging sensors, optics, fluidics, robotics and mobile healthcare.

Scaled Cell Solutions, Inc.

is an immunotherapy company developing a novel autologous cell therapy system to potentially improve current CAR-T treatments.

Spectrum Segment (HC2 Broadcasting Holdings Inc.)

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Broadcasting’s stations are interconnected to an internet protocol network backbone, which allows Broadcasting to monitor and operate the stations remotely, resulting in significant cost efficiencies.

As of December 31, 2022, Broadcasting operated 251 stations, including 3 Full-Power stations, 53 Class A stations and 195 LPTV stations.

Broadcasting stations are collectively able to broadcast over 1,500 sub-channels and reach 106 markets in the U.S.

and Puerto Rico, including 32 of the top 35 markets.

As of December 31, 2023, Broadcasting operated 251 stations, including three Full-Power stations, 53 Class A stations and 195 Low Power Television ("LPTV") stations.

Broadcasting stations are collectively able to broadcast approximately 1,700 sub-channels and reach 106 markets in the U.S., plus Puerto Rico, including 34 of the top 35 markets.

Broadcasting has approximately 100 stations concentrated in the top 35 markets.

During the year ended December 31, 2022, Broadcasting included Azteca America.

Azteca America aired Spanish language programming targeting U.S.

The majority of the network’s programming was provided by TV Azteca, S.A.B.

("TV Azteca"), Mexico’s second largest broadcast network, under a multi-year Programming Licensing Agreement ("PLA").

Broadcasting had employees in the U.S.

and contracted employees in Mexico under a Broadcast Services Agreement ("BSA") with TV Azteca dedicated to the operations of Azteca America.

On December 31, 2022, Broadcasting shutdown the operations and broadcasting of the Azteca America network and, during the year ended December 31, 2022, terminated both the PLA and BSA with TV Azteca.

New network content is now in place on those stations formerly carrying Azteca.

Operating Broadcast Stations

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Station Service

New York, NY 1 W02CY-D LPTV Station

WKOB-LD LPTV Station

Los Angeles, CA 2 KSKJ-CD Class A Station

KHIZ-LD LPTV Station

Philadelphia, PA 3 WPSJ-CD Class A Station

W25FG-D LPTV Station

WDUM-LD LPTV Station

New York, NY 1 WKOB-LD LPTV Station

W02CY-D LPTV Station

Los Angeles, CA 2 KHIZ-LD LPTV Station

KSKJ-CD Class A Station

Chicago, IL 3 WPVN-CD Class A Station

W31EZ-D LPTV Station

Philadelphia, PA 4 WDUM-LD LPTV Station

WZPA-LD LPTV Station

WPVN-CD Class A Station

Chicago, IL 4 W31EZ-D LPTV Station

Boston, MA 5 WLEK-LD LPTV Station

Worth, TX 7 K07AAD-D LPTV Station

KHPK-LD LPTV Station

KJJM-LD LPTV Station

W25FG-D LPTV Station

WPSJ-CD Class A Station

Worth, TX 5 KHPK-LD LPTV Station

KPFW-LD LPTV Station

KNAV-LD LPTV Station

KODF-LD LPTV Station

KPFW-LD LPTV Station

KQRO-LD LPTV Station

San Francisco - Oakland - San Jose, CA 8 KEMO-TV Full-Power Station

Atlanta, GA 9 WYGA-CD Class A Station

WDWW-LD LPTV Station

WUEO-LD LPTV Station

WUVM-LD LPTV Station

K07AAD-D LPTV Station

KJJM-LD LPTV Station

Houston, TX 6 KUVM-LD LPTV Station

KUGB-CD Class A Station

KUVM-CD Class A Station

Houston, TX 10 KBMN-LD LPTV Station

KBMN-LD LPTV Station

KEHO-LD LPTV Station

KUVM-LD LPTV Station

Tampa - St Petersburg - Sarasota, FL 11 WXAX-CD Class A Station

Atlanta, GA 7 WYGA-CD Class A Station

WUVM-LD LPTV Station

WDWW-LD LPTV Station

WUEO-LD LPTV Station

Boston, MA 8 WLEK-LD LPTV Station

San Francisco - Oakland - San Jose, CA 10 KQRO-LD LPTV Station

KEMO-TV Full Power Station

Phoenix - Prescott, AZ 11 K12XP-D LPTV Station

KTVP-LD LPTV Station

KPDF-CD Class A Station

Tampa - St Petersburg - Sarasota, FL 12 W31EG-D LPTV Station

W16DQ-D LPTV Station

W31EG-D LPTV Station

WXAX-CD Class A Station

WTAM-LD LPTV Station

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WUDL-LD LPTV Station

Phoenix - Prescott, AZ 14 KPDF-CD Class A Station

K12XP-D LPTV Station

KTVP-LD LPTV Station

Orlando - Daytona Beach - Melbourne, FL 15 WATV-LD LPTV Station

WFEF-LD LPTV Station

Minneapolis - St.

Paul, MN 16 K33LN-D Class A Station

K28PQ-D LPTV Station

Paul, MN 15 KWJM-LD LPTV Station

KJNK-LD LPTV Station

K33LN-D Class A Station

K28PQ-D LPTV Station

KMBD-LD LPTV Station

KMQV-LD LPTV Station

KWJM-LD LPTV Station

Orlando - Daytona Beach - Melbourne, FL 16 WATV-LD LPTV Station

WFEF-LD LPTV Station

Denver, CO 17 KRDH-LD LPTV Station

Lauderdale, FL 18 W16CC-D LPTV Station

Cleveland - Akron - Canton, OH 19 KONV-LD LPTV Station

WEKA-LD LPTV Station

WQDI-LD LPTV Station

Cleveland - Akron - Canton, OH 19 WQDI-LD LPTV Station

WUEK-LD LPTV Station

WEKA-LD LPTV Station

KONV-LD LPTV Station

Sacramento - Stockton - Modesto, CA 20 KBIS-LD LPTV Station

K04QR-D LPTV Station

KFTY-LD LPTV Station

KBTV-CD Class A Station

Sacramento - Stockton - Modesto, CA 20 K04QR-D LPTV Station

K12XJ-D LPTV Station

KAHC-LD LPTV Station

KBIS-LD LPTV Station

KFKK-LD LPTV Station

KAHC-LD LPTV Station

KFMS-LD LPTV Station

KFTY-LD LPTV Station

Charlotte, NC 21 W15EB-D Class A Station

K12XJ-D LPTV Station

Charlotte, NC 21 WVEB-LD LPTV Station

W15EB-D Class A Station

WHEH-LD LPTV Station

WVEB-LD LPTV Station

Pittsburgh, PA 22 WJMB-CD Class A Station

WKHU-CD Class A Station

WMVH-CD Class A Station

WWKH-CD Class A Station

WWLM-CD Class A Station

Raleigh - Durham - Fayetteville, NC 23 WIRP-LD LPTV Station

WNCB-LD LPTV Station

Raleigh - Durham - Fayetteville, NC 22 WNCB-LD LPTV Station

WIRP-LD LPTV Station

Portland, OR 23 KOXI-CD Class A Station

Louis, MO 25 K25NG-D Class A Station

Louis, MO 24 KPTN-LD LPTV Station

K25NG-D Class A Station

KBGU-LD LPTV Station

KPTN-LD LPTV Station

W09DL-D LPTV Station

WLEH-LD LPTV Station

WODK-LD LPTV Station

Baltimore, MD 26 WQAW-LD LPTV Station

WLEH-LD LPTV Station

Indianapolis, IN 25 WUDZ-LD LPTV Station

WSDI-LD LPTV Station

WQDE-LD LPTV Station

Nashville, TN 26 WCTZ-LD LPTV Station

WKUW-LD LPTV Station

Hartford - New Haven, CT 28 WRNT-LD LPTV Station

WTXX-LD LPTV Station

Indianapolis, IN 29 WQDE-LD LPTV Station

WSDI-LD LPTV Station

WUDZ-LD LPTV Station

San Diego, CA 30 KSKT-CD Class A Station

Columbus, OH 31 WDEM-CD Class A Station

Salt Lake City, UT 27 KBTU-LD LPTV Station

San Antonio, TX 35 KVDF-CD Class A Station

K17MJ-D LPTV Station

Pittsburgh, PA 28 WJMB-CD Class A Station

WWLM-CD Class A Station

WMVH-CD Class A Station

WKHU-CD Class A Station

WWKH-CD Class A Station

Baltimore, MD 29 WQAW-LD LPTV Station

San Diego, CA 30 KSKT-CD Class A Station

San Antonio, TX 31 K17MJ-D LPTV Station

KOBS-LD LPTV Station

K25OB-D Class A Station

KSAA-LD LPTV Station

KVDF-CD Class A Station

KISA-LD LPTV Station

KOBS-LD LPTV Station

KSAA-LP LPTV Station

KSSJ-LD LPTV Station

Hartford - New Haven, CT 32 WTXX-LD LPTV Station

WRNT-LD LPTV Station

Columbus, OH 33 WDEM-CD Class A Station

Kansas City, MO 34 KAJF-LD LPTV Station

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KQML-LD LPTV Station

Milwaukee, WI 37 WTSJ-LD LPTV Station

Austin, TX 35 KGBS-CD Class A Station

KVAT-LD LPTV Station

Milwaukee, WI 38 WTSJ-LD LPTV Station

West Palm Beach - Ft.

Pierce, FL 40 WWCI-CD Class A Station

WDOX-LD LPTV Station

Pierce, FL 39 WDOX-LD LPTV Station

WWCI-CD Class A Station

WXOD-LD LPTV Station

Las Vegas, NV 42 K36NE-D Class A Station

Las Vegas, NV 40 KNBX-CD Class A Station

KHDF-CD Class A Station

KNBX-CD Class A Station

KEGS-LD LPTV Station

KVPX-LD LPTV Station

Jacksonville, FL 45 WJXE-LD LPTV Station

K36NE-D Class A Station

Jacksonville, FL 41 WODH-LD LPTV Station

WKBJ-LD LPTV Station

WODH-LD LPTV Station

WJXE-LD LPTV Station

WRCZ-LD LPTV Station

Birmingham - Anniston - Tuscaloosa, AL 46 WUDX-LD LPTV Station

WUOA-LD LPTV Station

Buffalo, NY 48 WVTT-CD Class A Station

WWHC-LD LPTV Station

Myers - Naples, FL 50 WGPS-LD LPTV Station

Oklahoma City, OK 52 KOHC-CD Class A Station

Birmingham - Anniston - Tuscaloosa, AL 46 WUOA-LD LPTV Station

WUDX-LD LPTV Station

Oklahoma City, OK 47 KTOU-LD LPTV Station

KBZC-LD LPTV Station

KTOU-LD LPTV Station

KOHC-CD Class A Station

Albuquerque - Santa Fe, NM 49 KQDF-LD LPTV Station

KWPL-LD LPTV Station

New Orleans, LA 55 WTNO-LP Class A Station

WQDT-LD LPTV Station

Memphis, TN 50 W15EA-D Class A Station

KPMF-LD LPTV Station

WPED-LD LPTV Station

KPMF-LD LPTV Station

WQEK-LD LPTV Station

WQEO-LD LPTV Station

Richmond - Petersburg, VA 57 WFWG-LD LPTV Station

WUDW-LD LPTV Station

WWBK-LD LPTV Station

Mobile, AL - Pensacola, FL 60 WEDS-LD LPTV Station

WWBH-LD LPTV Station

New Orleans, LA 51 WTNO-CD Class A Station

WQDT-LD LPTV Station

Fresno - Visalia, CA 52 K17JI-D Class A Station

KZMM-CD Class A Station

Little Rock - Pine Bluff, AR 63 K23OW-D LPTV Station

Buffalo, NY 54 WWHC-LD LPTV Station

WVTT-CD Class A Station

Myers - Naples, FL 55 WGPS-LD LPTV Station

Richmond - Petersburg, VA 56 WUDW-LD LPTV Station

WWBK-LD LPTV Station

WFWG-LD LPTV Station

Mobile, AL - Pensacola, FL 57 WWBH-LD LPTV Station

WEDS-LD LPTV Station

Little Rock - Pine Bluff, AR 59 KWMO-LD LPTV Station

K23OW-D LPTV Station

KENH-LD LPTV Station

KWMO-LD LPTV Station

Flint - Saginaw - Bay City, MI 64 W35DQ-D LPTV Station

WFFC-LD LPTV Station

Tulsa, OK 66 KUOC-LD LPTV Station

KZLL-LD LPTV Station

Tulsa, OK 62 KZLL-LD LPTV Station

KUOC-LD LPTV Station

Des Moines - Ames, IA 67 KRPG-LD LPTV Station

KAJR-LD LPTV Station

KCYM-LD LPTV Station

Omaha, NE 71 KQMK-LD LPTV Station

KAJS-LD LPTV Station

Wichita - Hutchinson, KS 72 KFVT-LD LPTV Station

Springfield, MO 73 KFKY-LD LPTV Station

KCNH-LD LPTV Station

Flint - Saginaw - Bay City, MI 74 WFFC-LD LPTV Station

W35DQ-D LPTV Station

Rochester, NY 76 WGCE-CD Class A Station

Charleston - Huntington, WV 73 WOCW-LD LPTV Station

Madison, WI 77 W23BW-D Class A Station

WZCK-LD LPTV Station

Chattanooga, TN 78 WYHB-CD Class A Station

Wichita - Hutchinson, KS 79 KFVT-LD LPTV Station

Myrtle Beach - Florence, SC 80 W33DN-D LPTV Station

Springfield, MO 82 KCNH-LD LPTV Station

KFKY-LD LPTV Station

Omaha, NE 83 KAJS-LD LPTV Station

KQMK-LD LPTV Station

Harlingen - Weslaco - Brownsville - McAllen, TX 84 KRZG-CD Class A Station

KAZH-LP LPTV Station

KNWS-LD LPTV Station

Des Moines - Ames, IA 85 KAJR-LD LPTV Station

KCYM-LD LPTV Station

KRPG-LD LPTV Station

Charleston - Huntington, WV 79 WOCW-LD LPTV Station

Huntsville - Decatur - Florence, AL 81 W34EY-D Class A Station

Harlingen - Weslaco - Brownsville - McAllen, TX 82 KNWS-LD LPTV Station

KRZG-CD Class A Station

KAZH-LD LPTV Station

Waco - Temple - Bryan, TX 83 KZCZ-LD LPTV Station

KAXW-LD LPTV Station

Chattanooga, TN 84 WYHB-CD Class A Station

Savannah, GA 85 WDID-LD LPTV Station

WUET-LD LPTV Station

Waco - Temple - Bryan, TX 88 KAXW-LD LPTV Station

KZCZ-LD LPTV Station

Champaign - Springfield - Decatur, IL 90 W23EW-D LPTV Station

WCQA-LD LPTV Station

WEAE-LD LPTV Station

Charleston, SC 88 WBSE-LD LPTV Station

Traverse City - Cadillac, MI 92 W36FH-D LPTV Station

Baton Rouge, LA 93 K27NB-D LPTV Station

K29LR-D LPTV Station

Greenville - New Bern - Washington, NC 94 W35DW-D LPTV Station

Paducah, KY - Cape Girardeau, MO - Harrisburg, IL 90 W29CI-D Class A Station

Champaign - Springfield - Decatur, IL 91 WCQA-LD LPTV Station

WEAE-LD LPTV Station

W23EW-D LPTV Station

Shreveport, LA 92 K36MU-D LPTV Station

South Bend - Elkhart, IN 98 KPDS-LD LPTV Station

Cedar Rapids - Waterloo - Iowa City, IA 100 K17MH-D LPTV Station

KFKZ-LD LPTV Station

Reno, NV 101 K07AAI-D LPTV Station

Cedar Rapids - Waterloo - Iowa City, IA 94 KFKZ-LD LPTV Station

K17MH-D LPTV Station

Baton Rouge, LA 95 K27NB-D LPTV Station

K29LR-D LPTV Station

Smith - Fayetteville - Springdale - Rogers, AR 96 KAJL-LD LPTV Station

KFLU-LD LPTV Station

Lincoln - Hastings - Kearney, NE 106 KIUA-LD LPTV Station

Wilmington, NC 108 WQDH-LD LPTV Station

Boise, ID 97 K17ED-D Class A Station

KFLL-LD LPTV Station

KBKI-LD LPTV Station

K31FD-D Class A Station

Myrtle Beach - Florence, SC 99 W33DN-D LPTV Station

South Bend - Elkhart, IN 100 KPDS-LD LPTV Station

Greenville - New Bern - Washington, NC 102 W35DW-D LPTV Station

Reno, NV 103 K07AAI-D LPTV Station

Tallahassee, FL - Thomasville, GA 105 W21EL-D LPTV Station

Lincoln - Hastings - Kearney, NE 106 KIUA-LD LPTV Station

Evansville, IN 107 WDLH-LD LPTV Station

WEIN-LD LPTV Station

WELW-LD LPTV Station

Augusta, GA - Aiken, SC 113 WIEF-LD LPTV Station

Wayne, IN 114 WFWC-CD Class A Station

W25FH-D LPTV Station

WEIN-LD LPTV Station

Wayne, IN 108 WCUH-LD LPTV Station

W30EH-D LPTV Station

WCUH-LD LPTV Station

W25FH-D LPTV Station

WFWC-CD Class A Station

WODP-LD LPTV Station

Montgomery - Selma, AL 116 WDSF-LD LPTV Station

WQAP-LD LPTV Station

Tyler - Longview- Nacogdoches, TX 118 KBJE-LD LPTV Station

KDKJ-LD LPTV Station

Tyler - Longview- Nacogdoches, TX 109 KDKJ-LD LPTV Station

KCEB Full Power Station

KBJE-LD LPTV Station

KKPD-LD LPTV Station

KPKN-LD LPTV Station

KCEB Full-Power Station

KORY-CD Class A Station

Eugene, OR 119 K06QR-D LPTV Station

Augusta, GA - Aiken, SC 110 WIEF-LD LPTV Station

Fargo - Valley City, ND 114 K15MR-D LPTV Station

K31FD-D Class A Station

Boise, ID 121 K17ED-D Class A Station

KBKI-LD LPTV Station

KFLL-LD LPTV Station

Santa Barbara - San Luis Obispo, CA 122 KDFS-CD Class A Station

KLDF-CD Class A Station

KQMM-CD Class A Station

KSBO-CD Class A Station

KVMM-CD Class A Station

KZDF-LD LPTV Station

Yakima - Pasco - Richland - Kennewick, WA 116 K33EJ-D Class A Station

K28QK-D LPTV Station

Traverse City - Cadillac, MI 118 W36FH-D LPTV Station

Eugene, OR 119 KORY-CD Class A Station

K06QR-D LPTV Station

Macon, GA 120 W28EU-D LPTV Station

WJDO-LD LPTV Station

Montgomery - Selma, AL 121 WDSF-LD LPTV Station

WQAP-LD LPTV Station

Santa Barbara - San Luis Obispo, CA 122 KLDF-CD Class A Station

KQMM-CD Class A Station

KDFS-CD Class A Station

KVMM-CD Class A Station

KSBO-CD Class A Station

KZDF-LD LPTV Station

Peoria - Bloomington, IL 123 W27EQ-D LPTV Station

Bakersfield, CA 126 KTLD-CD Class A Station

KXBF-LD LPTV Station

Bakersfield, CA 124 KXBF-LD LPTV Station

KTLD-CD Class A Station

Lafayette, LA 125 K21OM-D LPTV Station

Columbus, GA - Opelika - Auburn, AL 126 W29FD-D LPTV Station

W31EU-D LPTV Station

Lafayette, LA 129 K21OM-D LPTV Station

Wilmington, NC 128 WQDH-LD LPTV Station

La Crosse - Eau Claire, WI 129 W23FC-D LPTV Station

Corpus Christi, TX 130 K21OC-D LPTV Station

K32OC-D LPTV Station

KCCX-LD LPTV Station

K32OC-D LPTV Station

KYDF-LD LPTV Station

Palm Springs, CA 133 K21DO-D Class A Station

Bangor, ME 139 W32FS-D LPTV Station

W20ER-D LPTV Station

Amarillo, TX 131 KAUO-LD LPTV Station

KLKW-LD LPTV Station

K35OY-D LPTV Station

Columbia - Jefferson City, MO 136 K35OY-D LPTV Station

Topeka, KS 140 K35KX-D LPTV Station

Lubbock, TX 141 K32OV-D LPTV Station

KNKC-LD LPTV Station

Topeka, KS 147 K35KX-D LPTV Station

Joplin, MO - Pittsburg, KS 157 KPJO-LD LPTV Station

KRLJ-LD LPTV Station

Palm Springs, CA 143 K21DO-D Class A Station

Joplin, MO - Pittsburg, KS 151 KRLJ-LD LPTV Station

KPJO-LD LPTV Station

Bangor, ME 156 W32FS-D LPTV Station

W20ER-D LPTV Station

Biloxi-Gulfport, MS 157 W33EG-D LPTV Station

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K14SU-D LPTV Station

Bowling Green, KY 184 WCZU-LD LPTV Station

WKUT-LD LPTV Station

Puerto Rico NA WQQZ-CD Class A Station

W20EJ-D LPTV Station

W27DZ-D LPTV Station

WWKQ-LD LPTV Station

WOST Full-Power Station

Bowling Green, KY 180 WKUT-LD LPTV Station

WCZU-LD LPTV Station

Puerto Rico NA WWKQ-LD LPTV Station

NA WOST Full Power Station

NA W20EJ-D LPTV Station

NA W27DZ-D LPTV Station

NA WQQZ-CD Class A Station

(a) Rankings are based on the relative size of a station’s Designated Market Area ("DMA") among the 210 generally recognized DMAs in the United States.

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The programming Broadcasting distributes includes networks targeting shopping, weather, sports and entertainment programming, as well as religious networks and networks targeting select ethnic groups.

Broadcasting generates broadcast station revenue and network advertising revenue from its operations.

Broadcasting generates broadcast station revenue and, until the end of 2022, network advertising revenue from its operations.

Broadcast station revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the related ad sales.

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Network advertising revenue is generated primarily from the sale of television airtime for advertisements or paid programming.

Network advertising inventory is sold in the upfront and scatter markets and is offered at market rates, based on a number of factors such as available inventory, network programming and ratings, and economic conditions.

In the upfront market, advertisers buy advertising time for the upcoming season.

In the scatter market, advertisers buy advertising time close to when the commercials will be run and varies quarter over quarter.

In some cases, the network advertising sales are subject to impressions guarantees that require the Broadcasting to provide additional advertising time if the guaranteed audience levels are not achieved.

Network advertising revenue is recognized when advertising spots are aired, and as impression guarantees, if any, are achieved.

Impressions are defined as the number of times that an advertisement is viewed by users.

The achievement of performance guarantees is based on audience viewership from an independent research company.

If there is a guarantee to deliver a targeted audience number of impressions, revenues are recognized based on the proportion of the audience impressions delivered to the total guaranteed in the contract.

For the local inventory, Broadcasting sells national spot advertising and local advertising.

National spot advertising represents time sold to advertisers that advertise in more than one DMA.

Local advertising revenue is generated from local merchants and service providers.

National and local advertising spots are generally sold without guaranteed ratings, and revenue is recognized when spots are aired.

Network distribution revenue consists of fees charged and payments received from cable, satellite and other multiple video program distribution (“MVPD”) systems for their retransmission of our network content.

Broadcasting’s network is aired on MVPDs pursuant to multi-year carriage agreements that provide for the level of carriage that the Company’s network will receive.

Carriage of the network is generally determined by package, such as whether the network is included in the more widely distributed, general entertainment packages offered or lesser-distributed, specialized packages, such as U.S.

Hispanic-targeted or Spanish language package.

Network distribution revenue is determined on the contractual rate-per-subscriber negotiated in the agreements, the average number of subscribers that receive content, and the market demand for the content that Broadcasting provides.

Network distribution fees received from MVPDs are recognized as revenue in the period that services are provided.

With the shut-down of the Azteca America network on December 31, 2022, Broadcast revenues will be driven principally by channel leases and revenue share agreements with some 70 other networks carried on Broadcasting's stations.

With the shut-down of the Azteca America network on December 31, 2022, Broadcast revenues in 2023 are now principally driven by channel leases and revenue share agreements with some 63 other networks carried on Broadcasting's stations.

Broadcasting’s strategy includes the following initiatives:

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In the last several years, there has been increasing competition from not just cable channels but also streaming services, digital platforms, social media, and internet-delivered video channels.

These media platforms have taken market share from “over-the-air” (OTA) broadcast stations like ours.

These media platforms have taken market share from OTA broadcast stations like ours.

Full Power stations delivering OTA multicast networks also represent direct competition in all our markets.

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As a result of improvements in digital compression technology over the last several years, many Full Power stations have increased the number of subchannels that they can lease to OTA multicast networks, resulting in increased competition in many of our markets over the last several years.

Because nearly all our stations are LPTV and Class A, they do not have primary channel “must carry” rights and, therefore, have no signal coverage and carriage on multichannel video programming distributor ("MVPD") systems.

Because nearly all our stations are LPTV and Class A, they do not have primary channel “must carry” rights and, therefore, have no signal coverage and carriage on MVPD systems.

Our lack of MVPD distribution materially affects our television stations’ competitive position in attracting programmers and viewers.

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Federal broadcasting industry regulations limit our operating flexibility.

The FCC regulates all local television broadcasters, including us.

The Federal Communications Commission ("FCC") regulates all local television broadcasters, including us.

We must obtain FCC approval whenever we (i) apply for a new license;

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Our FCC licenses are critical to our operations, and we cannot operate without them.

Our FCC licenses must be renewed every 8 years.

Our FCC licenses must be renewed every eight years.

The current television license renewal cycle began in 2020, and many of our licenses have been renewed, but others remain pending.

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New Broadcast TV Technology:

In 2017, the FCC approved ATSC 3.0, next generation broadcast standards defining how television signals are broadcast and interpreted.

In 2017, the FCC approved the Advanced Television Systems Committee's standards, ("ATSC 3.0"), the next generation broadcast standards defining how television signals are broadcast and interpreted.

ATSC 3.0 is an enhancement to previous broadcast standards, providing enhanced picture and audio quality, mobility, addressability, increased capacity, and IP connectivity.

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Many of these features will be available to mobile devices.

As of December 31, 2022, Broadcasting employed 18 full-time employees and 1 part-time employees across the U.S.

Currently, Broadcasting is exploring commercial opportunities in datacasting on our platform that may offer incremental revenue opportunities over the next year.

As of December 31, 2023, Broadcasting employed 14 full-time employees and one part-time employee across the U.S.

Refer to Note 18.

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Our reports filed with the SEC may be accessed at the SEC’s website at www.sec.gov.

The information required by this item relating to our executive officers, directors and code of conduct is set forth in Item 10.

The information required by this item relating to our executive officers, directors and code of conduct is set forth in Item 10 of this Form 10-K.

Information relating to our Audit Committee and Audit Committee Financial Expert will be set forth in our 2024 Proxy Statement under the Caption "Board Committees" and is incorporated herein by reference.

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