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What changed in SAGA COMMUNICATIONS INC's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of SAGA COMMUNICATIONS INC's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+195 added−179 removedSource: 10-K (2024-03-15) vs 10-K (2023-03-16)

Top changes in SAGA COMMUNICATIONS INC's 2023 10-K

195 paragraphs added · 179 removed · 138 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

49 edited+26 added−11 removed131 unchanged
Biggest changeAs part of the transition of television stations from analog to digital operations, the FCC sought comment in a 2014 NPRM on whether to allow low power television (“LPTV”) stations (so-called “Franken FM” or “FM6” radio stations) on digital television channel 6 to continue to operate these analog FM radio-type services on an ancillary or supplementary basis.
Biggest changeAlthough rule-compliant LPFM stations compete for audience with the Company’s full-power and FM translator stations, the Company cannot predict whether there will be future negative economic impact on its stations . ​ 17 Table of Contents As part of the transition of television stations from analog to digital operations, the FCC sought comment in a 2014 NPRM on whether to allow low power television (“LPTV”) stations (so-called “Franken FM” or “FM6” radio stations) on digital television channel 6 to continue to operate analog FM radio-type services on an ancillary or supplementary basis on 87.75 MHz at the lower end of the portion of the FM band reserved for NCE stations.
The Company is current in the payment of regulatory fees to the FCC. ​ ​ ​ ​ ​ ​ 7 Table of Contents The following table sets forth information about our radio stations, including the markets they serve, their format, and the FCC class of each of the broadcast stations that we own or operate with an attributable interest and the date on which each such station’s FCC license expires: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of Station Market (1) Format Class (2) FCC Authorization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FM: ​ ​ WOXL Asheville, NC Hot Adult Contemporary ​ C2 ​ December 1, 2027 ​ WTMT Asheville, NC Classic Rock ​ C2 ​ December 1, 2027 ​ KISM Bellingham, WA Classic Rock ​ C ​ February 1, 2030 ​ KAFE Bellingham, WA Adult Contemporary ​ C ​ February 1, 2030 ​ WRSY Brattleboro, VT Adult Album Alternative ​ A ​ April 1, 2030 ​ WKVT Brattleboro, VT Classic Hits ​ A ​ April 1, 2030 ​ WQEL Bucyrus, OH Classic Rock ​ A ​ October 1, 2028 ​ WLRW Champaign, IL Hot Adult Contemporary ​ B ​ December 1, 2028 ​ WIXY Champaign, IL Country ​ B1 ​ December 1, 2028 ​ WREE Champaign, IL Classic Hits ​ B1 ​ December 1, 2028 ​ WYXY Champaign, IL Classic Country ​ B ​ December 1, 2028 ​ WAVF Charleston, SC Adult Variety Hits ​ C ​ December 1, 2027 ​ WCKN Charleston, SC Country ​ C1 ​ December 1, 2027 ​ WMXZ Charleston, SC Hot Adult Contemporary ​ C2 ​ December 1, 2027 ​ WXST Charleston, SC Urban Adult Contemporary ​ C1 ​ December 1, 2027 ​ WWWV Charlottesville, VA Classic Rock ​ B ​ October 1, 2027 ​ WQMZ Charlottesville, VA Adult Contemporary ​ A ​ October 1, 2027 ​ WCNR Charlottesville, VA Adult Album Alternative ​ A ​ October 1, 2027 ​ WCVL Charlottesville, VA Country ​ A ​ October 1, 2027 ​ WCVQ Clarksville, TN/Hopkinsville, KY Hot Adult Contemporary ​ C1 ​ August 1, 2028 ​ WZZP Clarksville, TN/Hopkinsville, KY Rock ​ A ​ August 1, 2028 ​ WVVR Clarksville, TN/Hopkinsville, KY Country ​ C0 ​ August 1, 2028 ​ WRND Clarksville, TN/Hopkinsville, KY Classic Hits ​ A ​ August 1, 2028 ​ WSNY Columbus, OH Adult Contemporary ​ B ​ October 1, 2028 ​ WNNP Columbus, OH Classic Hits ​ A ​ October 1, 2028 ​ WNND Columbus, OH Classic Hits ​ A ​ October 1, 2028 ​ WVMX Columbus, OH Hot Adult Contemporary ​ A ​ October 1, 2028 ​ WLVQ Columbus, OH Classic Rock ​ B ​ October 1, 2028 ​ KSTZ Des Moines, IA Hot Adult Contemporary ​ C ​ February 1, 2029 ​ KIOA Des Moines, IA Classic Hits ​ C1 ​ February 1, 2029 ​ KAZR Des Moines, IA Rock ​ C1 ​ February 1, 2029 ​ KOEZ Des Moines, IA Soft Adult Contemporary ​ C1 ​ February 1, 2029 ​ WHAI Greenfield, MA Adult Contemporary ​ A ​ April 1, 2030 ​ WPVQ Greenfield, MA Country ​ A ​ April 1, 2030 ​ WMQR Harrisonburg, VA Adult Contemporary ​ B1 ​ October 1, 2027 ​ WQPO Harrisonburg, VA Contemporary Hits ​ B ​ October 1, 2027 ​ WSIG Harrisonburg, VA Classic Country ​ B1 ​ October 1, 2027 ​ WWRE Harrisonburg, VA Classic Hits ​ A ​ October 1, 2027 ​ WOEZ Hilton Head Island, SC Soft Adult Contemporary ​ C3 ​ December 1, 2027 ​ WLHH Hilton Head Island, SC Adult Contemporary ​ C3 ​ December 1, 2027 ​ WVSC Hilton Head Island, SC Adult Variety Hits ​ C3 ​ December 1, 2027 ​ WYXL Ithaca, NY Adult Contemporary ​ B ​ June 1, 2030 ​ WQNY Ithaca, NY Country ​ B ​ June 1, 2030 ​ WIII Ithaca, NY Classic Rock ​ B ​ June 1, 2030 ​ WFIZ Ithaca, NY Contemporary Hits ​ A ​ June 1, 2030 ​ ​ 8 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station Market (1) Format Class (2) FCC Authorization ​ KEGI Jonesboro, AR Classic Rock ​ C2 ​ June 1, 2028 ​ KDXY Jonesboro, AR Country ​ C3 ​ June 1, 2028 ​ KJBX Jonesboro, AR Hot Adult Contemporary ​ C3 ​ June 1, 2028 ​ WKNE Keene, NH Hot Adult Contemporary ​ B ​ April 1, 2030 ​ WSNI Keene, NH Adult Contemporary ​ A ​ April 1, 2030 ​ WINQ Keene, NH Country ​ A ​ April 1, 2030 ​ WZID Manchester, NH Adult Contemporary ​ B ​ April 1, 2030 ​ WMLL Manchester, NH Classic Rock ​ A ​ April 1, 2030 ​ WKLH Milwaukee, WI Classic Rock ​ B ​ December 1, 2028 ​ WHQG Milwaukee, WI Rock ​ B ​ December 1, 2028 ​ WRXS Milwaukee, WI Oldies ​ A ​ December 1, 2028 ​ WJMR Milwaukee, WI Urban Adult Contemporary ​ A ​ December 1, 2028 ​ KMIT Mitchell, SD Country ​ C1 ​ April 1, 2029 ​ KUQL Mitchell, SD Classic Hits ​ C1 ​ April 1, 2029 ​ WNOR Norfolk, VA Rock ​ B ​ October 1, 2027 ​ WAFX Norfolk, VA Classic Rock ​ C ​ October 1, 2027 ​ WOGK Ocala, FL Country ​ C0 ​ February 1, 2028 ​ WYND Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WNDD Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WNDN Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WRSI Northampton, MA Adult Album Alternative ​ A ​ April 1, 2030 ​ WPOR Portland, ME Country ​ B ​ April 1, 2030 ​ WCLZ Portland, ME Adult Album Alternative ​ B ​ April 1, 2030 ​ WMGX Portland, ME Hot Adult Contemporary ​ B ​ April 1, 2030 ​ WYNZ Portland, ME Classic Hits ​ B1 ​ April 1, 2030 ​ KICD Spencer, IA Country ​ C1 ​ February 1, 2029 ​ KMRR Spencer, IA Adult Contemporary ​ C3 ​ February 1, 2029 ​ WLZX Springfield, MA Rock ​ A ​ April 1, 2030 ​ WAQY Springfield, MA Classic Rock ​ B ​ April 1, 2030 ​ WYMG Springfield, IL Classic Rock ​ B ​ December 1, 2028 ​ WLFZ Springfield, IL Country ​ B ​ December 1, 2028 ​ WDBR Springfield, IL Contemporary Hits ​ B ​ December 1, 2028 ​ WTAX Springfield, IL News/Talk ​ B1 ​ December 1, 2028 ​ WNAX Yankton, SD Country ​ C1 ​ April 1, 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AM: ​ ​ ​ ​ ​ ​ ​ ​ ​ WISE Asheville, NC Sports/Talk ​ B ​ December 1, 2027 ​ WYSE Asheville, NC Sports/Talk ​ D ​ December 1, 2027 ​ KGMI Bellingham, WA News/Talk ​ B ​ February 1, 2030 ​ KPUG Bellingham, WA Sports/Talk ​ B ​ February 1, 2030 ​ KBAI Bellingham, WA Classic Hits ​ B ​ February 1, 2030 ​ WINQ Brattleboro, VT Country ​ C ​ April 1, 2030 ​ WBCO Bucyrus, OH Classic Country ​ D ​ October 1, 2028 ​ WSPO Charleston, SC Gospel ​ B ​ December 1, 2027 ​ WINA Charlottesville, VA News/Talk ​ B ​ October 1, 2027 ​ WVAX Charlottesville, VA Sports/Talk ​ C ​ October 1, 2027 ​ WQEZ Clarksville, TN/Hopkinsville, KY Soft Adult Contemporary ​ D ​ August 1, 2028 ​ WKFN Clarksville, TN Sports/Talk ​ D ​ August 1, 2028 ​ WNZE ​ Clarksville, TN ​ News/Talk ​ C ​ August 1, 2028 ​ KRNT Des Moines, IA Sports/Talk ​ B ​ February 1, 2029 ​ KPSZ Des Moines, IA Christian ​ B ​ February 1, 2029 ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station Market (1) Format Class (2) FCC Authorization ​ WHMQ Greenfield, MA News/Talk ​ C ​ April 1, 2030 ​ WIZZ Greenfield, MA Oldies ​ D ​ April 1, 2030 ​ WSVA Harrisonburg, VA News/Talk ​ B ​ October 1, 2027 ​ WHBG Harrisonburg, VA Sports/Talk ​ D ​ October 1, 2027 ​ WHCU Ithaca, NY News/Talk ​ B ​ June 1, 2030 ​ WNYY Ithaca, NY Oldies ​ B ​ June 1, 2030 ​ WKBK Keene, NH News/Talk ​ B ​ April 1, 2030 ​ WZBK Keene, NH Classic Hits ​ D ​ April 1, 2030 ​ WFEA Manchester, NH News/Talk ​ B ​ April 1, 2030 ​ WJOI Milwaukee, WI Christian ​ C ​ December 1, 2028 ​ WHMP Northampton, MA News/Talk ​ C ​ April 1, 2030 ​ WGAN Portland, ME News/Talk ​ B ​ April 1, 2030 ​ WZAN Portland, ME Classic Country ​ B ​ April 1, 2030 ​ WBAE Portland, ME Soft Adult Contemporary ​ C ​ April 1, 2030 ​ WVAE Portland, ME Soft Adult Contemporary ​ C ​ April 1, 2030 ​ KICD Spencer, IA News/Talk ​ C ​ February 1, 2029 ​ WLZX Springfield, MA Rock ​ D ​ April 1, 2030 ​ WTAX Springfield, IL News/Talk ​ C ​ December 1, 2028 ​ WNAX Yankton, SD News/Talk ​ B ​ April 1, 2029 ​ ​ (1) Some stations are licensed to a different community located within the market that they serve.
The Company is current in the payment of regulatory fees to the FCC. ​ 7 Table of Contents The following table sets forth information about our radio stations, including the markets they serve, their format, and the FCC class of each of the broadcast stations that we own or operate with an attributable interest and the date on which each such station’s FCC license expires: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of Station Market (1) Format Class (2) FCC Authorization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ FM: ​ ​ WOXL Asheville, NC Hot Adult Contemporary ​ C2 ​ December 1, 2027 ​ WTMT Asheville, NC Classic Rock ​ C2 ​ December 1, 2027 ​ KISM Bellingham, WA Classic Rock ​ C ​ February 1, 2030 ​ KAFE Bellingham, WA Adult Contemporary ​ C ​ February 1, 2030 ​ WRSY Brattleboro, VT Adult Album Alternative ​ A ​ April 1, 2030 ​ WKVT Brattleboro, VT Classic Hits ​ A ​ April 1, 2030 ​ WQEL Bucyrus, OH Classic Rock ​ A ​ October 1, 2028 ​ WLRW Champaign, IL Hot Adult Contemporary ​ B ​ December 1, 2028 ​ WIXY Champaign, IL Country ​ B1 ​ December 1, 2028 ​ WREE Champaign, IL Classic Hits ​ B1 ​ December 1, 2028 ​ WYXY Champaign, IL Classic Country ​ B ​ December 1, 2028 ​ WAVF Charleston, SC Adult Variety Hits ​ C ​ December 1, 2027 ​ WCKN Charleston, SC Country ​ C1 ​ December 1, 2027 ​ WMXZ Charleston, SC Hot Adult Contemporary ​ C2 ​ December 1, 2027 ​ WXST Charleston, SC Urban Adult Contemporary ​ C1 ​ December 1, 2027 ​ WWWV Charlottesville, VA Classic Rock ​ B ​ October 1, 2027 ​ WQMZ Charlottesville, VA Adult Contemporary ​ A ​ October 1, 2027 ​ WCNR Charlottesville, VA Adult Album Alternative ​ A ​ October 1, 2027 ​ WCVL Charlottesville, VA Country ​ A ​ October 1, 2027 ​ WCVQ Clarksville, TN/Hopkinsville, KY Hot Adult Contemporary ​ C1 ​ August 1, 2028 ​ WZZP Clarksville, TN/Hopkinsville, KY Rock ​ A ​ August 1, 2028 ​ WVVR Clarksville, TN/Hopkinsville, KY Country ​ C0 ​ August 1, 2028 ​ WRND Clarksville, TN/Hopkinsville, KY Classic Hits ​ A ​ August 1, 2028 ​ WSNY Columbus, OH Adult Contemporary ​ B ​ October 1, 2028 ​ WNNP Columbus, OH Classic Hits ​ A ​ October 1, 2028 ​ WNND Columbus, OH Classic Hits ​ A ​ October 1, 2028 ​ WVMX Columbus, OH Hot Adult Contemporary ​ A ​ October 1, 2028 ​ WLVQ Columbus, OH Classic Rock ​ B ​ October 1, 2028 ​ KSTZ Des Moines, IA Hot Adult Contemporary ​ C ​ February 1, 2029 ​ KIOA Des Moines, IA Classic Hits ​ C1 ​ February 1, 2029 ​ KAZR Des Moines, IA Rock ​ C1 ​ February 1, 2029 ​ KOEZ Des Moines, IA Soft Adult Contemporary ​ C1 ​ February 1, 2029 ​ WHAI Greenfield, MA Adult Contemporary ​ A ​ April 1, 2030 ​ WPVQ Greenfield, MA Country ​ A ​ April 1, 2030 ​ WMQR Harrisonburg, VA Hot Adult Contemporary ​ B1 ​ October 1, 2027 ​ WQPO Harrisonburg, VA Contemporary Hits ​ B ​ October 1, 2027 ​ WSIG Harrisonburg, VA Classic Country ​ B1 ​ October 1, 2027 ​ WWRE Harrisonburg, VA Classic Hits ​ A ​ October 1, 2027 ​ WOEZ Hilton Head Island, SC Soft Adult Contemporary ​ C3 ​ December 1, 2027 ​ WLHH Hilton Head Island, SC Classic Hits ​ C3 ​ December 1, 2027 ​ WVSC Hilton Head Island, SC Adult Variety Hits ​ C3 ​ December 1, 2027 ​ WYXL Ithaca, NY Adult Contemporary ​ B ​ June 1, 2030 ​ WQNY Ithaca, NY Country ​ B ​ June 1, 2030 ​ WIII Ithaca, NY Classic Rock ​ B ​ June 1, 2030 ​ WFIZ Ithaca, NY Contemporary Hits ​ A ​ June 1, 2030 ​ ​ 8 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station Market (1) Format Class (2) FCC Authorization ​ KEGI Jonesboro, AR Classic Rock ​ C2 ​ June 1, 2028 ​ KDXY Jonesboro, AR Country ​ C3 ​ June 1, 2028 ​ KJBX Jonesboro, AR Adult Contemporary ​ C3 ​ June 1, 2028 ​ WKNE Keene, NH Hot Adult Contemporary ​ B ​ April 1, 2030 ​ WSNI Keene, NH Adult Contemporary ​ A ​ April 1, 2030 ​ WINQ Keene, NH Country ​ A ​ April 1, 2030 ​ WZID Manchester, NH Adult Contemporary ​ B ​ April 1, 2030 ​ WMLL Manchester, NH Country ​ A ​ April 1, 2030 ​ WKLH Milwaukee, WI Classic Rock ​ B ​ December 1, 2028 ​ WHQG Milwaukee, WI Rock ​ B ​ December 1, 2028 ​ WRXS Milwaukee, WI Oldies ​ A ​ December 1, 2028 ​ WJMR Milwaukee, WI Urban Adult Contemporary ​ A ​ December 1, 2028 ​ KMIT Mitchell, SD Country ​ C1 ​ April 1, 2029 ​ KUQL Mitchell, SD Classic Hits ​ C1 ​ April 1, 2029 ​ WNOR Norfolk, VA Rock ​ B ​ October 1, 2027 ​ WAFX Norfolk, VA Classic Rock ​ C ​ October 1, 2027 ​ WOGK Ocala, FL Country ​ C0 ​ February 1, 2028 ​ WYND Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WNDD Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WNDN Ocala, FL Classic Rock ​ A ​ February 1, 2028 ​ WRSI Northampton, MA Adult Album Alternative ​ A ​ April 1, 2030 ​ WPOR Portland, ME Country ​ B ​ April 1, 2030 ​ WCLZ Portland, ME Adult Album Alternative ​ B ​ April 1, 2030 ​ WMGX Portland, ME Hot Adult Contemporary ​ B ​ April 1, 2030 ​ WYNZ Portland, ME Classic Hits ​ B1 ​ April 1, 2030 ​ KICD Spencer, IA Country ​ C1 ​ February 1, 2029 ​ KMRR Spencer, IA Adult Contemporary ​ C3 ​ February 1, 2029 ​ WLZX Springfield, MA Rock ​ A ​ April 1, 2030 ​ WAQY Springfield, MA Classic Rock ​ B ​ April 1, 2030 ​ WYMG Springfield, IL Classic Rock ​ B ​ December 1, 2028 ​ WLFZ Springfield, IL Country ​ B ​ December 1, 2028 ​ WDBR Springfield, IL Contemporary Hits ​ B ​ December 1, 2028 ​ WTAX Springfield, IL News/Talk ​ B1 ​ December 1, 2028 ​ WNAX Yankton, SD Country ​ C1 ​ April 1, 2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AM: ​ ​ ​ ​ ​ ​ ​ ​ ​ WISE Asheville, NC Sports/Talk ​ B ​ December 1, 2027 ​ WYSE Asheville, NC Sports/Talk ​ D ​ December 1, 2027 ​ KGMI Bellingham, WA News/Talk ​ B ​ February 1, 2030 ​ KPUG Bellingham, WA Sports/Talk ​ B ​ February 1, 2030 ​ KBAI Bellingham, WA Classic Hits ​ B ​ February 1, 2030 ​ WINQ Brattleboro, VT Country ​ C ​ April 1, 2030 ​ WBCO Bucyrus, OH Classic Country ​ D ​ October 1, 2028 ​ WSPO Charleston, SC Gospel ​ B ​ December 1, 2027 ​ WINA Charlottesville, VA News/Talk ​ B ​ October 1, 2027 ​ WVAX Charlottesville, VA Sports/Talk ​ C ​ October 1, 2027 ​ WQEZ Clarksville, TN/Hopkinsville, KY Soft Adult Contemporary ​ D ​ August 1, 2028 ​ WKFN Clarksville, TN Sports/Talk ​ D ​ August 1, 2028 ​ WNZE ​ Clarksville, TN ​ News/Talk ​ C ​ August 1, 2028 ​ KRNT Des Moines, IA Sports/Talk ​ B ​ February 1, 2029 ​ KPSZ Des Moines, IA Christian ​ B ​ February 1, 2029 ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station Market (1) Format Class (2) FCC Authorization ​ WIZZ Greenfield, MA Oldies ​ D ​ April 1, 2030 ​ WSVA Harrisonburg, VA News/Talk ​ B ​ October 1, 2027 ​ WHBG Harrisonburg, VA Sports/Talk ​ D ​ October 1, 2027 ​ WHCU Ithaca, NY News/Talk ​ B ​ June 1, 2030 ​ WNYY Ithaca, NY Oldies ​ B ​ June 1, 2030 ​ WKBK Keene, NH News/Talk ​ B ​ April 1, 2030 ​ WZBK Keene, NH Classic Hits ​ D ​ April 1, 2030 ​ WFEA Manchester, NH News/Talk ​ B ​ April 1, 2030 ​ WJOI Milwaukee, WI Christian ​ C ​ December 1, 2028 ​ WHMP Northampton, MA News/Talk ​ C ​ April 1, 2030 ​ WGAN Portland, ME News/Talk ​ B ​ April 1, 2030 ​ WZAN Portland, ME Classic Country ​ B ​ April 1, 2030 ​ WBAE Portland, ME Soft Adult Contemporary ​ C ​ April 1, 2030 ​ WVAE Portland, ME Soft Adult Contemporary ​ C ​ April 1, 2030 ​ KICD Spencer, IA News/Talk ​ C ​ February 1, 2029 ​ WLZX Springfield, MA Rock ​ D ​ April 1, 2030 ​ WTAX Springfield, IL News/Talk ​ C ​ December 1, 2028 ​ WNAX Yankton, SD News/Talk ​ B ​ April 1, 2029 ​ (1) Some stations are licensed to a different community located within the market that they serve.
Radio rates are generally highest during morning and afternoon drive-time hours. Most advertising contracts are short-term, generally running for only a few weeks. This allows broadcasters the ability to modify advertising rates as dictated by changes in station ownership within a market, changes in listener/viewer ratings and changes in the business climate within a particular market.
Radio rates are generally highest during morning and afternoon drive-time hours. Most advertising contracts are short-term, generally running for only a few weeks. 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.
Depending on the format of a particular radio station, there are a predetermined number of advertisements broadcast each hour. We determine the number of advertisements broadcast hourly that can maximize a station’s available revenue dollars without jeopardizing listening/viewing levels.
Depending on the format of a particular radio station, there are a predetermined number of advertisements broadcast each hour. We determine the number of advertisements broadcast hourly that can maximize a station’s available revenue dollars without jeopardizing listening levels.
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. ​ ​ 17 Table of Contents Digital Audio Radio Satellite Service and Internet Radio.
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. ​ ​ 18 Table of Contents Digital Audio Radio Satellite Service and Internet Radio.
HD radio technology also permits the transmission of up to four additional program streams over FM stations and one over AM stations (which streams do not count as separate radio stations under the multiple ownership rules.) At the present time, we are configured to broadcast in HD radio on 52 stations.
HD radio technology also permits the transmission of up to four additional program streams over FM stations and one over AM stations (which streams do not count as separate radio stations under the multiple ownership rules.) At the present time, we are configured to broadcast in HD radio on 55 stations.
We cannot predict whether the FCC will adopt rules that would restrict our ability to acquire additional stations. ​ 19 Table of Contents Changes to Application and Assignment Procedures. FCC rules give Native American tribes a priority to obtain broadcast radio licenses in tribal communities.
We cannot predict whether the FCC will adopt rules that would restrict our ability to acquire additional stations. ​ 20 Table of Contents Changes to Application and Assignment Procedures. FCC rules give Native American tribes a priority to obtain broadcast radio licenses in tribal communities.
The rules provide an opportunity for tribes to establish new service specifically designed to offer programming that meets the needs of tribal citizens. In addition, the rules modified the FCC’s radio application and assignment procedures, assisting qualified applicants to more rapidly introduce new radio service to the public.
The rules provide an opportunity for tribes to establish new service specifically designed to offer programming that meets the needs of tribal citizens. In addition, the rules modify the FCC’s radio application and assignment procedures, assisting qualified applicants to more rapidly introduce new radio service to the public.
The implementation of this law could require us to bid for the use of certain frequencies. Information About Our Executive Officers Our current executive officers are: ​ ​ ​ ​ ​ ​ Name Age Position ​ ​ ​ ​ ​ Christopher S. Forgy 62 President, Chief Executive Officer; Director Samuel D.
The implementation of this law could require us to bid for the use of certain frequencies. Information About Our Executive Officers Our current executive officers are: ​ ​ ​ ​ ​ ​ Name Age Position ​ ​ ​ ​ ​ Christopher S. Forgy 63 President, Chief Executive Officer; Director Samuel D.
At this time, the Company has not made a decision on whether to convert any of its AM radio stations to all-digital operation. ​ ​ 18 Table of Contents Use of FM Translators by AM Stations and Digital Program Streams.
At this time, the Company has not made a decision on whether to convert any of its AM radio stations to all-digital operation. ​ ​ 19 Table of Contents Use of FM Translators by AM Stations and Digital Program Streams.
Terrestrial radio operators (including the Company) are also making their product available through the Internet. 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).
Terrestrial radio operators (including the Company) are also making their product available through the Internet. 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). In the U. S.
We compensate local management based on the station’s financial performance, as well as other performance factors that are deemed to affect the long-term ability of the stations to achieve financial performance objectives. Corporate management is responsible for long-range planning, establishing policies and procedures, resource allocation and monitoring the activities of the stations.
We compensate local management based on the station’s financial performance, as well as other performance factors that are deemed to affect the long-term ability of the stations to serve their local communities and to achieve financial performance objectives. Corporate management is responsible for long-range planning, establishing policies and procedures, resource allocation and monitoring the activities of the stations.
LPFM stations are allocated throughout the FM broadcast band, (i.e., 88.1 to 107.9 MHz), although they must operate with a NCE format.
LPFM stations are allocated throughout the FM broadcast band, (i.e., 88.1 to 107.9 MHz), although they must operate with an NCE format.
Currently, none of our directors has an attributable interest or interests in companies applying for or licensed to operate broadcast stations other than the Company.
Currently, one of our directors has an attributable interest or interests in companies applying for or licensed to operate broadcast stations other than the Company.
The statements herein are based solely on the FCC’s multiple ownership rules in effect as of the date hereof and do not include any forward-looking statements concerning compliance with any future multiple ownership rules. ​ 12 Table of Contents All commercial broadcasters are required to file a “biennial” ownership report, the next report due by December 1, 2023, describing the ownership of their stations as of October 1, 2023.
The statements herein are based solely on the FCC’s multiple ownership rules in effect as of the date hereof and do not include any forward-looking statements concerning compliance with any future multiple ownership rules. ​ 12 Table of Contents All commercial broadcasters were required to file a “biennial” ownership report, by December 1, 2023, describing the ownership of its stations as of October 1, 2023.
The law creates a blanket license for digital music providers to make permanent downloads, limited downloads, and interactive streams, creates a collective to administer the blanket license, and makes various improvements to royalty rate proceedings.
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.
Radio markets that are not Nielsen Audio rated are determined by analysis of the broadcast coverage contours of the radio stations involved. ​ Under the Communications Act, and the FCC’s “Local Radio Ownership Rule,” we are permitted to own radio stations (without regard to the audience shares of the stations) based upon the number of full-power commercial and NCE radio stations in the relevant radio market as follows: ​ ​ ​ ​ Number of Stations ​ In Radio Market Number of Stations We Can Own ​ ​ ​ 14 or Fewer Total of 5 stations, not more than 3 in the same service (AM or FM), except the Company cannot own more than 50% of the stations in the market. 15-29 Total of 6 stations, not more than 4 in the same service (AM or FM). 30-44 Total of 7 stations, not more than 4 in the same service (AM or FM). 45 or More Total of 8 stations, not more than 5 in the same service (AM or FM). ​ ​ 11 Table of Contents The FCC’s 2010/2014 Quadrennial Review Order on Reconsideration , 32 FCC Rcd 9802 (2017), modified the FCC’s media ownership rules by: (1) eliminating the newspaper/broadcast cross-ownership and radio/television cross-ownership rules; (2) revising the local television ownership rule by eliminating the “eight voices” test and permitting applicants to seek the combination of two top-four ranked stations in a given market on a case-by-case basis; and (3) deeming joint sales agreements between television stations to be non-attributable.
Radio markets that are not Nielsen Audio rated are determined by analysis of the broadcast coverage contours of the radio stations involved. ​ Under the Communications Act, and the FCC’s “Local Radio Ownership Rule,” we are permitted to own radio stations (without regard to the audience shares of the stations) based upon the number of full-power commercial and NCE radio stations in the relevant radio market as follows: ​ ​ ​ ​ Number of Stations ​ In Radio Market Number of Stations We Can Own ​ ​ ​ 14 or Fewer Total of 5 stations, not more than 3 in the same service (AM or FM), except the Company cannot own more than 50% of the stations in the market. 15-29 Total of 6 stations, not more than 4 in the same service (AM or FM). 30-44 Total of 7 stations, not more than 4 in the same service (AM or FM). 45 or More Total of 8 stations, not more than 5 in the same service (AM or FM). ​ ​ 11 Table of Contents The FCC is required by the Telecommunications Act of 1996 to review its media ownership rules every four years to determine whether they remain “necessary in the public interest as the result of competition.” The FCC’s 2010/2014 Quadrennial Review Order on Reconsideration , 32 FCC Rcd 9802 (2017), modified the FCC’s media ownership rules by: (1) eliminating the newspaper/broadcast cross-ownership and radio/television cross-ownership rules; (2) revising the local television ownership rule by eliminating the “eight voices” test and permitting applicants to seek the combination of two top-four ranked stations in a given market on a case-by-case basis; and (3) deeming joint sales agreements between television stations to be non-attributable.
On October 28, 2020, the FCC released a Report and Order, in which it adopted rules (effective January 4, 2021) to allow AM radio stations to broadcast an all-digital signal using the HD Radio in-band on-channel (IBOC) mode termed “MA3.” In adopting the new rules, the FCC said that a voluntary conversion to all-digital broadcasting will benefit many AM stations and their listeners by improving reception quality and listenable coverage in stations' service areas.
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.
The FCC also took other less significant actions affecting the LPFM service. ​ ​ 16 Table of Contents On January 5, 2012, the FCC released a Report to Congress on the impact that LPFM stations would have on full-service commercial FM stations.
The FCC also took other less significant actions affecting the LPFM service. ​ On January 5, 2012, the FCC released a Report to Congress on the impact that LPFM stations would have on full-service commercial FM stations.
Effective October 22, 2020, the FCC eliminated Title 47 C.F.R. § 73.3556, a rule that prohibited the duplication of programming on co-owned radio stations in the same market. A petition for reconsideration of that action as to FM duplication is pending. The Company cannot predict how the FCC may act on that petition.
Effective October 22, 2020, the FCC eliminated Title 47 C.F.R. § 73.3556, a rule that prohibited the duplication of programming on co-owned radio stations in the same market. A petition for reconsideration of that action as to FM duplication is pending.
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 2022 was approximately $13,657,000 or 11% of our gross revenue (approximately $13,138,000 or 11% in fiscal 2021 and approximately $16,361,000 or 16% in fiscal 2020).
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).
As of December 31, 2022, we had approximately 585 full-time employees and 225 part-time employees, none of whom are represented by unions. We believe that our relations with our employees are good. We employ several high-profile personalities with large loyal audiences in their respective markets.
As of December 31, 2023, we had approximately 589 full-time employees and 244 part-time employees, none of whom are represented by unions. We believe that our relations with our employees are good. We employ several high-profile personalities with large loyal audiences in their respective markets.
Approximately $108,999,000 or 89% of our gross revenue for the year ended December 31, 2022 (approximately $102,367,000 or 89% in fiscal 2021 and approximately $86,562,000 or 84% in fiscal 2020) 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.
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. Additional revenue is generated from the sale of national advertising, network compensation payments, barter and other miscellaneous transactions.
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 . This could result in eliminating or authorizing FM6 stations.
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 .
Circuit) vacating certain aspects of the FCC's Equal Employment Opportunity (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.
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.
The FCC also entered into a Consent Decree with Cumulus Radio to settle violations of the sponsorship identification requirements in connection with the broadcast of issue ads promoting a construction project in New Hampshire. There are other examples of FCC enforcement action for violation of the sponsorship identification requirements.
The FCC also entered into a Consent Decree with Cumulus Radio to settle violations of the sponsorship identification requirements in connection with the broadcast of issue ads promoting a construction project in New Hampshire.
Equal employment opportunity (EEO) rules and policies for broadcasters prohibit discrimination by broadcasters and multichannel video programming distributors. They also require broadcasters to provide notice of job vacancies and to undertake additional outreach measures, such as job fairs and scholarship programs.
The Company timely paid its regulatory fees for Fiscal Year 2023. Equal Employment Opportunity Rules. Equal employment opportunity (EEO) rules and policies for broadcasters prohibit discrimination by broadcasters and multichannel video programming distributors. They also require broadcasters to provide notice of job vacancies and to undertake additional outreach measures, such as job fairs and scholarship programs.
The radio stations that we own and/or operate employ a variety of programming formats, including Classic Hits, Adult Hits, Top 40, Country, Country Legends, Mainstream/Hot/Soft Adult Contemporary, Pure Oldies, Classic Rock, and News/Talk. We regularly perform extensive market research, including music evaluations, focus groups and strategic vulnerability studies.
The radio stations that we own and/or operate employ a variety of programming formats, including Classic Hits, Country, Classic Country, Hot/Soft/Urban Adult Contemporary, Oldies, Classic Rock, Rock and News/Talk. We regularly perform extensive market research, including music evaluations, focus groups and strategic vulnerability studies. Our stations also employ audience promotions to further develop and secure a loyal following.
A licensee that broadcasts or advertises information about a contest it conducts must fully and accurately disclose the material terms of the contest, and conduct the contest substantially as announced or advertised over the air or on the Internet.
There are other examples of FCC enforcement action for violation of the sponsorship identification requirements. A licensee that broadcasts or advertises information about a contest it conducts must fully and accurately disclose the material terms of the contest, and conduct the contest substantially as announced or advertised over the air or on the Internet.
In FCC v. Prometheus Radio Project, 141 S. Ct. 1150 (2021), the U. S. Supreme Court reversed a decision of the Court of Appeals for the Third Circuit which had vacated the FCC’s 2017 order.
In FCC v. Prometheus Radio Project, 141 S. Ct. 1150 (2021), the U. S. Supreme Court reversed a decision of the Court of Appeals for the Third Circuit which had vacated the FCC’s 2017 order. On December 12, 2018, the FCC adopted a Notice of Proposed Rulemaking (“NPRM”) to initiate the 2018 Quadrennial Review proceeding.
One typical type of TBA is a programming agreement between two separately-owned radio or television stations serving a common service area, whereby the licensee of one station purchases substantial portions of the broadcast day on the other licensee’s station, subject to ultimate editorial and other controls being exercised by the latter licensee, and sells advertising time during such program segments. ​ 15 Table of Contents The FCC’s rules provide that a station purchasing (brokering or leasing) time on another station serving the same market will be considered to have an attributable ownership interest in the brokered station for purposes of the FCC’s multiple ownership rules.
One typical type of TBA is a programming agreement between two separately-owned radio or television stations serving a common service area, whereby the licensee of one station purchases substantial portions of the broadcast day on the other licensee’s station, subject to ultimate editorial and other controls being exercised by the latter licensee, and sells advertising time during such program segments.
This employment report form is intended to gather workforce composition data from broadcasters on an annual basis but the form and data have not been collected for many years. The filing of the form was suspended in 2001 in the wake of a decision by the U.S. Court of Appeals for the District of Columbia Circuit (D.C.
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.
Our stations also employ audience promotions to further develop and secure a loyal following. We concentrate on the development of strong decentralized local management, which is responsible for the day-to-day operations of the stations we own and/or operate.
We concentrate on the development of strong decentralized local management, which is responsible for the day-to-day operations, including local community development, of the stations we own and/or operate.
Bush 65 Senior Vice President, Treasurer and Chief Financial Officer Marcia K. Lobaito 74 Corporate Secretary Catherine A. Bobinski 63 Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller Wayne Leland 58 Senior Vice President of Operations ​ Officers are elected annually by our Board of Directors and serve at the discretion of the Board.
Bush 66 Senior Vice President, Treasurer and Chief Financial Officer Catherine A. Bobinski 64 Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller Wayne Leland 59 Senior Vice President of Operations ​ Officers are elected annually by our Board of Directors and serve at the discretion of the Board. Set forth below is information with respect to our executive officers.
His passing resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust that now owns approximately 16% of the common stock outstanding. We were also required to make certain payments to his estate as outlined in his employment agreement.
Christian held approximately 65% of the combined voting power of the Company’s Common Stock. His passing resulted in the conversion of his Class B Shares into Class A Shares that were transferred to an estate planning trust that now owns approximately 16% of the common stock outstanding.
Strategy Our strategy is to operate top billing radio stations in mid-sized markets, which we define as markets ranked from 20 to 200 out of the markets summarized by Investing in Radio Market Report. Programming and marketing are key components in our strategy to achieve top ratings in our radio operations.
Strategy 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.
On June 4, 2021, the FCC released a Public Notice seeking to refresh the record in the 2018 Quadrennial Review proceeding. That proceeding remains pending. On December 22, 2022, the FCC’s Media Bureau released a Public Notice commencing the 2022 Quadrennial Review of the FCC’s media ownership rules.
On June 4, 2021, the FCC released a Public Notice seeking to refresh the record in the 2018 Quadrennial Review proceeding.
Set forth below is information with respect to our executive officers. Mr. Forgy has been President and Chief Executive Officer since December 2022. He was previously our Senior Vice President of Operations from May 2018 until his appointment to President and Chief Executice Officer.
Mr. Forgy has been President and Chief Executive Officer since December 2022. He was previously our Senior Vice President of Operations from May 2018 until his appointment to President and Chief Executive Officer. He was President/General Manager of our Columbus, Ohio market from 2010 to 2018 and was Director of Sales of our Columbus, Ohio market from 1995 to 2006.
The Company cannot predict whether Franken FM stations will become licensed radio services. ​ As a broadcaster, the Company is required to comply with the FCC rules implementing the Emergency Alert System (“EAS”).
The Company cannot predict whether the FM6 station will have any 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”).
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. ​ Other FCC Requirements . Low Power FM Radio.
The Company cannot predict whether such new rules will be adopted, and if so, the form they might take. ​ ​ 16 Table of Contents Other FCC Requirements . Low Power FM Radio.
He has been with Saga for 11 years and has been in the broadcasting industry since 1986. 21 Table of Contents
He was President/General Manager of our Norfolk, Virginia market from 2011 to 2022. He has been with Saga for 11 years and has been in the broadcasting industry since 1986. 22 Table of Contents
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. ​ 20 Table of Contents Proposed Changes.
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. ​ 21 Table of Contents Proposal to Mandate Broadcasters to Participate in the Disaster Information Reporting System (“DIRS”) and Network Outage Reporting System (“NORS”).
She was Vice President from March 1999 to March 2012. Ms. Bobinski is a certified public accountant. Mr. Leland was promoted to Senior Vice President of Operations effective January 2023. He was President/General Manager of our Norfolk, Virginia market from 2011 to 2022.
Bobinski has been Senior Vice President/Finance since March 2012 and Chief Accounting Officer and Corporate Controller since September 1991. She was Vice President from March 1999 to March 2012. Ms. Bobinski is a certified public accountant. Mr. Leland was promoted to Senior Vice President of Operations effective January 2023.
The FCC eliminated the prior requirement to file with the FCC paper copies of certain agreements, corporate organization documents, and the like. Instead, a broadcaster is required to upload copies of these documents to the station’s online public inspection file (“OPIF”), or provide a list of such documents and make them available to a requesting party.
Instead, a broadcaster is required to upload copies of these documents to the station’s online public inspection file (“OPIF”), or provide a list of such documents and make them available to a requesting party. The FCC generally applies its ownership limits to “attributable” interests held by an individual, corporation, partnership or other association.
We were originally a Delaware corporation that was organized in 1986. During 2022, our founder and Chief Executive Officer (“CEO”), Edward K. Christian passed away. As of the date of his passing, Mr. Christian held approximately 65% of the combined voting power of the Company’s Common Stock.
Our principal executive offices are located at 73 Kercheval, Grosse Pointe Farms, Michigan 48236. We are a Florida corporation, reorganized in 2020. We were originally organized as a Delaware corporation in 1986. During 2022, our founder and former Chief Executive Officer (“CEO”), Edward K. Christian passed away. As of the date of his passing, Mr.
Item 1. Business We are a broadcast company primarily engaged in acquiring, developing and operating broadcast properties. As of February 28, 2023, we owned seventy-nine FM, thirty-four AM radio stations and eighty metro signals serving twenty-seven markets. Our principal executive offices are located at 73 Kercheval, Grosse Pointe Farms, Michigan 48236. We are a Florida corporation, reorganized in 2020.
Item 1. Business 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.
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. ​ 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. ​ 14 Table of Contents Equal Employment Opportunity Rules.
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.
He was President/General Manager of our Columbus, Ohio market from 2010 to 2018 and was Director of Sales of our Columbus, Ohio market from 1995 to 2006. He has been with Saga for over 20 years.. Mr. Bush has been Senior Vice President since 2002 and Chief Financial Officer and Treasurer since September 1997.
He has been with Saga for over 20 years.. Mr. 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. From 1988 to 1997 he held various positions with the Media Finance Group at AT&T Capital Corporation, including senior vice president. Ms.
In many of our markets, the three or four most highly rated radio stations receive a disproportionately high share of the market’s advertising revenues. As a result, a station’s revenue is dependent upon its ability to maximize its number of listeners/viewers within an advertiser’s given demographic parameters.
Local programming and marketing are key components in our strategy to achieve top ratings in our radio operations. In many of our markets, the three or four most highly rated radio stations receive a disproportionately high share of the market’s advertising revenues.
Removed
In certain cases we use attributes other than specific market listener data for sales activities. In those markets where sufficient alternative data is available, we do not subscribe to an independent listener rating service.
Added
We were also required to make certain payments to his estate as outlined in his employment agreement.
Removed
The FCC is required by the Telecommunications Act of 1996 to review its media ownership rules every four years to determine whether they remain “necessary in the public interest as the result of competition.” On December 12, 2018, the FCC adopted a Notice of Proposed Rulemaking (“NPRM”) to initiate the 2018 Quadrennial Review proceeding.
Added
As a result, a station’s revenue is dependent upon its ability to maximize its number of listeners within an advertiser’s given demographic parameters. In certain cases we use attributes other than specific market listener data for sales activities. We also use our strong local presence and community involvement to develop strong relationships with our listeners, advertising clients and community organizations.
Removed
Although they remain subject to the ongoing 2018 Quadrennial Review proceeding, the three rules currently in place and subject to the 2022 review are the Local Radio Ownership Rule and the Local Television Ownership Rule—which limit ownership by a single entity of broadcast radio or television stations in local markets respectively—and the Dual Network Rule, which effectively prohibits mergers among the “Big Four” broadcast television networks (ABC, CBS, Fox, and NBC).
Added
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.
Removed
In the context of these three rules, as with prior reviews, the FCC is seeking information regarding the media marketplace, including ongoing trends or developments (e.g., consolidation, technological innovation, or the emergence of new video or audio options for consumers). The Company cannot predict whether the FCC will adopt new or revise existing media ownership rules.
Added
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.
Removed
The FCC generally applies its ownership limits to “attributable” interests held by an individual, corporation, partnership or other association.
Added
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.
Removed
To date, those issues remain unresolved, and the filing of Form 395-B remains suspended. The FCC is seeking “to refresh the record” regarding the collection of broadcaster workforce composition data and obtain further input on the legal, logistical, and technical issues surrounding FCC Form 395-B.
Added
The Company timely filed its reports. The FCC eliminated the prior requirement to file with the FCC paper copies of certain agreements, corporate organization documents, and the like.
Removed
On February 3, 2023, the FCC released a Public Notice, “Expanding Digital and Media Ownership Opportunities for Women and Minorities,” announcing a symposium to explore the challenges as well as possible creative solutions to increasing ownership opportunities for women and people of color to achieve success and viewpoint diversity in all facets of media – TV, radio, cable, and streaming.The Company cannot predict whether, or if changes may be made as a result of these NPRMs and the symposium. ​ Time Brokerage Agreements .
Added
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.
Removed
Although rule-compliant LPFM stations compete for audience with the Company’s full-power and FM translator stations, the Company cannot predict whether there will be future negative economic impact on its stations .
Added
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.
Removed
On November 28, 2022, the FCC issued a Public Notice seeking comment on a petition for rulemaking requesting the Commission to adopt an updated formula to determine and increase FM digital sideband power levels for stations transmitting digital FM.
Added
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.
Removed
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. Ms. Lobaito was the Director of Business Affairs and Corporate Secretary since our inception in 1986, Vice President from 1996 to 2005 and Senior Vice President from 2005 to 2020.
Added
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 14 Table of Contents certifications had been earlier processed.
Removed
Effective March 13, 2020, Ms. Lobaito retired from Senior Vice President and Director of Business Affairs. At our request, Ms. Lobaito continues to serve as Corporate Secretary. On September 28, 2021, Ms. Lobaito was appointed to our Board of Directors. Ms. Bobinski has been Senior Vice President/Finance since March 2012 and Chief Accounting Officer and Corporate Controller since September 1991.
Added
However, there is some risk in certifying since competitors or members of the public might file adverse petitions challenging the accuracy of such certifications.
Added
The FCC is seeking comment on the proposal and the Company cannot predict whether such rules will be adopted and become effective. ​ 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.
Added
FCC , Case No. 1094, 236 F.3d 13 (2001); rehearing denied , 253 F. 3d 732 (2001), cert. denied , 534 U.S. 1113 (2002)) vacating certain aspects of the EEO requirements.
Added
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. ​ ​ 15 Table of Contents Time Brokerage Agreements .
Added
The Company’s stations currently are not parties to any TBAs. The FCC’s rules provide that a station purchasing (brokering or leasing) time on another station serving the same market will be considered to have an attributable ownership interest in the brokered station for purposes of the FCC’s multiple ownership rules.
Added
Reports have circulated that some members of the FCC are considering a proposal that would reinstate the rule in some form. If the non-duplication rule were reinstated, it could require the Company to expend additional funds to program separately some currently simulcast stations. The Company cannot predict how the FCC may act on the petition.
Added
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.
Added
On July 31, 2023, the FCC’s Media Bureau announced a filing window for applications for LPFM new station construction permits. The filing window opened on Wednesday, December 6, 2023, and was extended to close on December 15, 2023. More than 1,000 LPFM applications were received during the filing window.
Added
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.
Added
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. There are only 14 authorized FM6 stations. There is an FM6 station in the Norfolk, Virginia, radio market where the Company operates two commercial radio stations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

23 edited+13 added−5 removed67 unchanged
Biggest changeThe extent of the impact of the COVID-19 global pandemic, or other health epidemics, pandemics and similar outbreaks in the future, on our business, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on numerous factors that we may not be able to accurately predict or assess, including the negative impact on the economy and economic activity, changes in advertising customers and consumer behavior, short and longer-term impact on the levels of consumer confidence; actions governments, businesses and individuals take in response to such outbreaks, and any resulting macroeconomic conditions; and how quickly economies recover after such outbreaks or pandemics subside.
Biggest changeThe extent of the impact of health epidemics, pandemics or similar outbreaks, natural disasters and other catastrophes in the future, on our business, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on numerous factors that we may not be able to accurately predict or assess, including the negative impact on the economy and economic activity, changes in advertising customers and consumer behavior, short and longer-term impact on the levels of consumer confidence; actions governments, businesses and individuals take in response to such outbreaks, and any resulting macroeconomic conditions; and how quickly economies recover after such outbreaks or pandemics subside. 23 Table of Contents The effects of health epidemics, pandemics or similar outbreaks, natural disasters and other catastrophes in the future, may also impact financial markets and corporate credit markets which could adversely impact our access to financing or the terms of any such financing.
The Company currently maintains cybersecurity insurance in the event of an information security or cyber incident, however, the coverage may not be sufficient to cover all financial losses nor may it be available in the future. ​ 27 Table of Contents Risks Related to the Ownership of Our Stock The Company is No Longer Controlled by our President, Chief Executive Officer and Chairman Edward K.
The Company currently maintains cybersecurity insurance in the event of an information security or cyber incident; however, the coverage may not be sufficient to cover all financial losses nor may it be available in the future. ​ 29 Table of Contents Risks Related to the Ownership of Our Stock The Company is No Longer Controlled by our President, Chief Executive Officer and Chairman Edward K.
We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the credit facility and each of our subsidiaries has guaranteed the credit facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the credit facility. ​ 24 Table of Contents Risks Related to the Radio Broadcasting Industry Our Stations Must Compete for Advertising Revenues in Their Respective Markets Radio broadcasting is a highly competitive business.
We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the credit facility and each of our subsidiaries has guaranteed the credit facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the credit facility. ​ 25 Table of Contents Risks Related to the Radio Broadcasting Industry Our Stations Must Compete for Advertising Revenues in Their Respective Markets Radio broadcasting is a highly competitive business.
General Risks Related to the Economy Continued Uncertain Financial and Economic Conditions, including Inflation, may have an Adverse Impact on our Business, Results of Operations or Financial Condition We derive revenues from the sale of advertising and expenditures by advertisers tend to be cyclical and are reflective of economic conditions.
General Risks Related to the Economy Continued Uncertain Financial and Economic Conditions may have an Adverse Impact on our Business, Results of Operations or Financial Condition We derive revenues from the sale of advertising and expenditures by advertisers tend to be cyclical and are reflective of economic conditions.
The FCC has expanded the scope of items considered indecent to include material that coud be considered “blasphemy,” “personally reviling epithets,” “profanity” and vulgar or coarse words, amounting to a nuisance.
The FCC has expanded the scope of items considered indecent to include material that could be considered “blasphemy,” “personally reviling epithets,” “profanity” and vulgar or coarse words, amounting to a nuisance.
It is currently unknown what impact any potential required royalty payments would have on our results of operations, cash flows or financial position. The FCC’s Vigorous Enforcement of Indecency Rules Could Affect our Broadcasting Operations Federal law regulates the broadcast of obscene, indecent or profane material.
It is currently unknown what impact any potential required royalty payments would have on our results of operations, cash flows or financial position. ​ 27 Table of Contents The FCC’s Vigorous Enforcement of Indecency Rules Could Affect our Broadcasting Operations Federal law regulates the broadcast of obscene, indecent or profane material.
We Depend on Key Stations Historically our top five markets when combined represented 38%, 39%, and 40% of our net operating revenue for the years ended December 31, 2022, 2021 and 2020, respectively.
We Depend on Key Stations Historically our top five markets when combined represented 36%, 38%, and 39% of our net operating revenue for the years ended December 31, 2023, 2022 and 2021, respectively.
In addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws. Our future acquisitions may be subject to notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and to a waiting period and possible review by the Department of Justice and the Federal Trade Commission.
Such acquisitions could be delayed by shutdowns of the U.S. Government. In addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws. Our future acquisitions may be subject to notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and to a waiting period and possible review by the Department of Justice and the Federal Trade Commission.
As a result of these and other factors, our ability to identify and consummate future acquisitions is uncertain. Our consummation of all future acquisitions is subject to various conditions, including FCC and other regulatory approvals. The FCC must approve any transfer of control or assignment of broadcast licenses. Such acquisitions could be delayed by shutdowns of the U.S. Government.
Competitors may be able to outbid us for acquisitions. As a result of these and other factors, our ability to identify and consummate future acquisitions is uncertain. Our consummation of all future acquisitions is subject to various conditions, including FCC and other regulatory approvals. The FCC must approve any transfer of control or assignment of broadcast licenses.
The maximum forfeiture penalty ( after 2022 annual inflation adjustment) for an indecency violation is $479,945 per incident and $4,430,255 for a continuing violation arising from a single act or failure to act.
Effective January 15, 2024, the maximum forfeiture penalty ( after 2024 annual inflation adjustment) for an indecency violation is $495,500 per incident and $4,573,840 for a continuing violation arising from a single act or failure to act.
Those Class A Shares have the same voting rights as all other Class A Shares, and the estate has approximately 16% voting rights after the conversion of the shares from Class B Shares to Class A Shares.
Those Class A Shares have the same voting rights as all other Class A Shares, and the estate has approximately 16% voting rights after the conversion of the shares from Class B Shares to Class A Shares. The Company’s subsidiaries holding FCC licenses timely applied to the FCC for consent to transfer of control of the subsidiaries from Mr.
While we have in place, and continue to invest in, technology security initiatives and disaster recovery plans, these measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial impact and consequences to our business' reputation.
While we have in place, and continue to invest in, technology security initiatives and disaster recovery plans, these measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial impact and consequences to our business' reputation. 28 Table of Contents In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information of our clients, listeners and employees.
The ongoing supply chain and labor shortage issues could result in an adverse impact on our business due to our customer’s reduction in advertising spending as their businesses are negatively impacted by low inventories, product delays, and labor shortages resulting in reduced revenue.
The ongoing supply chain and labor shortage issues could result in an adverse impact on our business due to our customer’s reduction in advertising spending as their businesses are negatively impacted by low inventories, product delays, and labor shortages resulting in reduced revenue. ​ 24 Table of Contents The Russia-Ukraine war and the conflict in Gaza have created not only great devastation but also a worldwide instability that could impact economies across the globe.
As a result of the change in voting control, the Company has entered into a period of significant transition and is potentially more vulnerable to activist investors or hostile takeover attempts. If the Company is unable to manage this transition effectively, it may have an adverse impact on the Company and its shareholders.
Christian to the shareholders of the Company, and those applications were routinely approved by the FCC on December 20, 2023. As a result of the change in voting control, the Company has entered into a period of significant transition and is potentially more vulnerable to activist investors or hostile takeover attempts.
In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information of our clients, listeners and employees. The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy.
The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy.
We May Experience Volatility in the Market Price of our Common Stock The market price of our common stock has fluctuated in the past and may continue to be volatile.
If the Company is unable to manage this transition effectively, it may have an adverse impact on the Company and its shareholders. We May Experience Volatility in the Market Price of our Common Stock The market price of our common stock has fluctuated in the past and may continue to be volatile.
In addition, the impact of other current macro-economic factors on our business, including inflation, supply chain constraints and geopolitical events, is uncertain. ​ 23 Table of Contents Risks Related to Our Financing We May Have Substantial Indebtedness and Debt Service Requirements While we currently have no debt outstanding at December 31, 2022 we have previously borrowed and may borrow to finance acquisitions and for other corporate purposes.
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.
To the extent pandemics or outbreaks adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described herein. ​ 22 Table of Contents The Success of Our Business is Dependent Upon Advertising Revenues, which are Seasonal and Cyclical, and also Fluctuate as a Result of a Number of Factors, Some of Which are Beyond Our Control.
To the extent pandemics or outbreaks adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described herein.
Our Business and Operations Could be Adversley Affected by Health Epidemics, such as the COVID-19 Pandemic, Impacting the Markets and Communities in which we and our Partners, Advertisers, and Users Operate We face various risks related to health epidemics, pandemics and similar outbreaks, such as the global outbreak of COVID-19.
Our Business and Operations Could be Adversely Affected by Health Epidemics, Pandemics or Similar Outbreaks, Natural Disasters and Other Catastrophes, Impacting the Markets and Communities in which we and our Partners, Advertisers, and Users Operate We face various risks related to health epidemics, pandemics, or similar outbreaks, natural disasters and other catastrophes that are beyond our control, which have materially and adversely affected our business and may continue to materially and adversely affect our results of operations, liquidity and financial condition.
To the extent that any inquiries or other proceedings result in the imposition of fines, a settlement with the FCC, revocation of any of our station licenses or denials of license renewal applications, our result of operations and business could be materially adversely affected. ​ ​ 26 Table of Contents Risks Related to Technology and Cybersecurity ​ New Technologies May Affect our Broadcasting Operations The FCC has and is considering ways to introduce new technologies to the broadcasting industry, including satellite and terrestrial delivery of digital audio broadcasting and the standardization of available technologies which significantly enhance the sound quality of AM broadcasters.
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. ​ Risks Related to Technology and Cybersecurity ​ New Technologies May Affect our Broadcasting Operations The FCC has and is considering ways to introduce new technologies to the broadcasting industry, including satellite and terrestrial delivery of digital audio broadcasting and the standardization of available technologies which significantly enhance the sound quality of AM broadcasters.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates included with this Form 10-K. On January 24, 2020, the President signed into law the “PIRATE” Act which authorizes the FCC to fine illegal broadcasters up to $2 million.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates included with this Form 10-K.
The process of integrating acquired stations may involve numerous risks, including difficulties in the assimilation of operations, the diversion of management’s attention from other business concerns, risk of entering new markets, and the potential loss of key employees of the acquired stations. 25 Table of Contents Risks Related to Regulation of Our Business Future Impairment of our FCC Broadcasting Licenses Could Affect our Operating Results As of December 31, 2022, our FCC broadcasting licenses represented 38% of our total assets.
The process of integrating acquired stations may involve numerous risks, including difficulties in the assimilation of operations, the diversion of management’s attention from other business concerns, risk of entering new markets, and the potential loss of key employees of the acquired stations. ​ 26 Table of Contents The Royalties We Pay to Copyright Owners Could Increase Significantly, and Proposed Legislation Could Require Radio Broadcasters to Pay Royalties to Record Labels and Recording Artists We pay royalties to copyright owners of musical compositions (typically song composers and publishers) whenever we broadcast or stream musical compositions.
The Russian invasion of Ukraine has created not only great devastation but also a worldwide instability that could impact economies across the globe. While direct impacts to our business are limited, the indirect impacts to our customers could impact demand for advertising and other indirect impacts could arise.
While direct impacts to our business are limited, the indirect impacts to our customers could impact demand for advertising and other indirect impacts could arise. In addition, the impact of other current macro-economic factors on our business, including inflation, supply chain constraints and geopolitical events, is uncertain.
Removed
The COVID-19 pandemic negatively impacted the economy, disrupted consumer spending and created significant volatility and disruption of financial markets. We expect the COVID-19 global pandemic may continue to have an adverse impact on our business including our results of operations, financial condition and liquidity.
Added
We May be Adversely Affected by the Effects of Inflation Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.
Removed
The effects of COVID-19, or other health epidemics, pandemics and similar outbreaks in the future, may also impact financial markets and corporate credit markets which could adversely impact our access to financing or the terms of any such financing.
Added
The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates, increased cost of labor and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases.
Removed
Our primary source of revenue is the sale of advertising.
Added
Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected.
Removed
Broadcasting is a rapidly consolidating industry, with many companies seeking to consummate acquisitions and increase their market share. In this environment, we compete and will continue to compete with many other buyers for the acquisition of radio stations. Some of those competitors may be able to outbid us for acquisitions because they have greater financial resources or for other reasons.
Added
Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operation and when the cost of inflation is incurred.
Removed
The current administration has included funding for PIRATE enforcement in the FCC’s budget for the current fiscal year.
Added
The Success of Our Business is Dependent Upon Advertising Revenues, which are Seasonal and Cyclical, and also Fluctuate as a Result of a Number of Factors, Some of Which are Beyond Our Control. Our primary source of revenue is the sale of advertising.
Added
These royalties are paid through ASCAP, BMI, SESAC, GMR and Sound Exchange. The rates at which we pay royalties to copyright owners are privately negotiated or set pursuant to a regulatory process. Increased royalty rates could significantly increase our expenses, which could adversely affect our business.
Added
There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future. In addition, legislation has been previously introduced in Congress that would require radio broadcasters to pay a performance royalty to record labels and performing artists for use of their recorded songs.
Added
The proposed legislation would add an additional layer of royalties to be paid directly to the record labels and artists.
Added
It is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with respect to performance fees, and what significance this royalty would have on our results from operations, cash flows or financial position.
Added
Risks Related to Regulation of Our Business Future Impairment of our FCC Broadcasting Licenses Could Affect our Operating Results As of December 31, 2023, our FCC broadcasting licenses represented 39% of our total assets.
Added
To the extent that any inquiries or other proceedings result in the imposition of fines, a settlement with the FCC, revocation of any of our station licenses or denials of license renewal applications, our result of operations and business could be materially adversely affected. ​ We are Subject to a Series of Risks Regarding Scrutiny of Environmental, Social and Governance Matters ​ Companies across industries are facing increasing scrutiny from a variety of stakeholders related to their environmental, social, and governance (“ESG”) practices.
Added
For example, various groups produce ESG scores or ratings based at least in part on a company’s ESG disclosures, and certain market participants, including institutional investors, use such ratings to assess companies’ ESG profiles. There are also increasing regulatory expectations for ESG matters.
Added
Various policymakers, including the SEC, have adopted (or are considering adopting) requirements to disclose certain climate-related or other ESG information, which may require additional costs to comply. This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten the risk.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 29 ​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 29 Item 6. [ Reserved ] 31 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 32
Biggest changeItem 4. Mine Safety Disclosures 32 ​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 32 Item 6. [ Reserved ] 33 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 34

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+1 added−3 removed3 unchanged
Biggest changeSee Note 1 of the financial statements for specific details on the dividends. During 2020, our Board of Directors declared one quarterly cash dividends totaling $0.32 per share on our Classes A and B shares. These dividends totaling approximately $1.9 million were paid during 2020.
Biggest changeDividends During 2023, our Board of Directors declared four quarterly cash dividends and one special dividend totaling $3.00 per share on our Classes A shares. These dividends totaling approximately $18.6 million were accrued or paid during 2023. See Note 1 of the financial statements for specific details on the dividends.
Dividends During 2022, our Board of Directors declared four quarterly cash dividends and two special dividends totaling $4.86 per share on our Classes A and B shares. These dividends totaling approximately $29.6 million were accrued or paid during 2022.
During 2022, our Board of Directors declared four quarterly cash dividends and two special dividends totaling $4.86 per share on our Classes A and B shares. These dividends totaling approximately $29.6 million were accrued or paid during 2022.
See Note 1 of the financial statements for specific details on the dividends. 29 Table of Contents During 2021, our Board of Directors declared three quarterly cash dividends and a special dividend totaling $0.98 per share on our Classes A and B shares. These dividends totaling approximately $5.9 million were accrued or paid during 2021.
See Note 1 of the financial statements for specific details on the dividends. 32 Table of Contents During 2021, our Board of Directors declared three quarterly cash dividends and a special dividend totaling $0.98 per share on our Classes A and B shares. These dividends totaling approximately $5.9 million were accrued or paid during 2021.
As of March 3, 2023, there were approximately 174 holders of record of our Class A Common Stock. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
As of March 5, 2024, there were approximately 168 holders of record of our Class A Common Stock. This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock trades on the NASDAQ Global Market of the NASDAQ Stock Market LLC under the ticker symbol SGA. The closing price for our Class A Common Stock on March 3, 2023 as reported by the NASDAQ was $24.05.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our Class A Common Stock trades on the NASDAQ Global Market of the NASDAQ Stock Market LLC under the ticker symbol SGA. The closing price for our Class A Common Stock on March 5, 2024 as reported by the NASDAQ was $23.39.
Shares repurchased during the quarter were from the retention of shares for the payment of withholding taxes related to the vesting of restricted stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ Approximate ​ ​ ​ ​ ​ ​ ​ of ​ Dollar ​ ​ ​ ​ ​ ​ Shares ​ Value of ​ ​ ​ ​ ​ ​ Purchased ​ Shares ​ ​ Total ​ Average ​ as Part of ​ that May Yet be ​ ​ Number ​ Price ​ Publicly ​ Purchased ​ ​ of Shares ​ Paid per ​ Announced ​ Under the Period Purchased (1) Share Program Program(2) October 1 - October 31, 2022 ​ — ​ $ — ​ — ​ $ 18,343,398 November 1 - November 30, 2022 ​ 5,771 ​ $ 24.24 ​ — ​ $ 18,203,509 December 1 - December 31, 2022 ​ — ​ $ — ​ — ​ $ 18,203,509 Total 5,771 ​ $ 24.24 — ​ $ 18,203,509 (1) All shares were purchased other than through a publicly announced plan or program.
Shares repurchased during the quarter were from the retention of shares for the payment of withholding taxes related to the vesting of restricted stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number ​ Approximate ​ ​ ​ ​ ​ ​ ​ of ​ Dollar ​ ​ ​ ​ ​ ​ Shares ​ Value of ​ ​ ​ ​ ​ ​ Purchased ​ Shares ​ ​ Total ​ Average ​ as Part of ​ that May Yet be ​ ​ Number ​ Price ​ Publicly ​ Purchased ​ ​ of Shares ​ Paid per ​ Announced ​ Under the Period Purchased (1) Share Program Program (2) October 1 - October 31, 2023 ​ — ​ $ — ​ — ​ $ 18,203,509 November 1 - November 30, 2023 ​ 10,475 ​ $ 20.02 ​ — ​ $ 17,993,800 December 1 - December 31, 2023 ​ 799 ​ $ 21.37 ​ — ​ $ 17,976,728 Total 11,274 ​ $ 20.12 — ​ $ 17,976,728 (1) All shares were purchased other than through a publicly announced plan or program.
The declaration and payment of any future dividend, whether fixed, special, or based upon the variable policy, will remain at the full discretion of the Company’s Board of Directors and will depend upon the Company’s financial results, cash requirements, future expectations, and other factors that the Company’s Board of Directors finds relevant at the time of considering any potential dividend declaration.
The declaration and payment of any future dividend, whether fixed, special, or based on the variable policy, or the implementation of any stock buyback program will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations, and other pertinent factors. Recent Sales of Unregistered Securities Not applicable.
(2) Weighted-Average Exercise Price of Outstanding Options is $0.00 as they are all restricted stock. Recent Sales of Unregistered Securities Not applicable. ​ 30 Table of Contents Issuer Purchases of Equity Securities The following table summarizes our repurchases of our Class A Common Stock during the three months ended December 31, 2022.
Issuer Purchases of Equity Securities The following table summarizes our repurchases of our Class A Common Stock during the three months ended December 31, 2023.
The Company currently intends to declare regular quarterly cash dividends, special dividends, variable dividends, and stock buybacks in the future consistent with its goals as previously stated.
See Note 1 of the financial statements for specific details on the dividends. The Company currently intends to declare regular quarterly cash dividends as well as variable dividends in accordance with the terms of its variable dividend policy.
Removed
Under the new policy, in addition to any quarterly and special dividends paid, the Company will declare an additional dividend in the second quarter of each year of 70% of the preceding year’s annual Free Cash Flow, as reported in the Company’s fourth quarter earnings release, net of acquisitions, special and quarterly dividends, debt paydowns and debt issuance costs, and stock buybacks.
Added
As previously reported, our Board adopted a variable dividend policy for the allocation of available cash aligned with the goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the Company through strategic acquisitions. The Company may also declare special dividends and implementation of stock buybacks in future periods.
Removed
In the second quarter of 2020, our Board of Directors announced that it was temporarily suspending the quarterly cash dividend in response to the continued uncertainty of the ongoing impact of COVID-19. See Note 1 of the financial statements for specific details on the dividends.
Removed
Securities Authorized for Issuance Under Equity Compensation Plan Information The following table sets forth as of December 31, 2022, the number of securities outstanding under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) ​ (b) ​ (c) ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ Securities ​ ​ Number of ​ ​ ​ ​ Remaining ​ ​ Shares to be ​ ​ ​ ​ Available for ​ ​ Issued Upon ​ ​ ​ ​ Future Issuance ​ ​ Exercise of ​ Weighted-Average ​ Under Equity ​ ​ Outstanding ​ Exercise Price of ​ Compensation ​ ​ Options ​ Outstanding Options, ​ Plans ​ ​ Warrants, and ​ Warrants ​ (Excluding Plan Category Rights and Rights Column (a)) ​ ​ ​ ​ ​ ​ ​ ​ Equity Compensation Plans Approved by Shareholders: ​ ​ ​ Employees’ 401(k) Savings and Investment Plan — ​ $ — ​ 520,665 2005 Incentive Compensation Plan 91,120 (1) $ — (2) 125,295 Equity Compensation Plans Not Approved by Shareholders: ​ ​ None — ​ ​ ​ ​ — Total 91,120 ​ ​ ​ ​ 645,960 (1) All 91,120 shares are restricted stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 vs. 2021 ​ 2021 vs. 2020 ​ ​ Years Ended December 31, ​ $ Increase ​ % Increase ​ $ Increase ​ % Increase ​ 2022 2021 2020 (Decrease) (Decrease) (Decrease) (Decrease) ​ ​ (In thousands, except %’s and per share information) Net operating revenue $ 114,893 $ 108,343 $ 95,813 $ 6,550 6.0 % $ 12,530 13.1 % Station operating expense ​ 87,537 ​ 83,245 ​ 81,586 ​ 4,292 5.2 % 1,659 2.0 % Corporate general and administrative ​ 14,300 ​ 10,040 ​ 11,574 ​ 4,260 42.4 % (1,534) (13.3) % Other operating (income) expense, net ​ (14) ​ 7 ​ (1,247) ​ (21) N/M ​ 1,254 N/M ​ Impairment of intangible assets ​ — ​ — ​ 5,149 ​ — — ​ (5,149) N/M ​ Operating income (loss) ​ 13,070 ​ 15,051 ​ (1,249) ​ (1,981) N/M ​ 16,300 N/M ​ Interest expense ​ 130 ​ 284 ​ 340 ​ (154) (54.2) % (56) (16.5) % Interest income ​ (410) ​ (16) ​ (148) ​ (394) N/M ​ 132 N/M ​ Other income ​ (652) ​ (634) ​ (233) ​ (18) 3 % (401) N/M ​ Income (loss) before income tax expense (benefit) ​ 14,002 ​ 15,417 ​ (1,208) ​ (1,415) (9.2) % 16,625 N/M ​ Income tax provision ​ 4,800 ​ 4,260 ​ 705 ​ 540 12.7 % 3,555 N/M ​ Net income (loss) ​ $ 9,202 ​ $ 11,157 ​ $ (1,913) ​ $ (1,955) N/M ​ $ 13,070 N/M ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share (diluted) ​ $ 1.52 ​ $ 1.85 ​ $ (0.32) ​ $ (0.33) (17.8) % $ 2.17 N/M ​ ​ N/M = Not Meaningful ​ 35 Table of Contents Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 For the year ended December 31, 2022, consolidated net operating revenue was $114,893,000 compared with $108,343,000 for the year ended December 31, 2021, an increase of $6,550,000 or 6.0%.
Biggest changeConsolidated Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 vs. 2022 ​ 2022 vs. 2021 ​ ​ Years Ended December 31, ​ $ Increase ​ % Increase ​ $ Increase ​ % Increase ​ 2023 2022 2021 (Decrease) (Decrease) (Decrease) (Decrease) ​ ​ (In thousands, except %’s and per share information) Net operating revenue $ 112,773 $ 114,893 $ 108,343 $ (2,120) (1.8) % $ 6,550 6.0 % Station operating expense ​ 90,199 ​ 87,537 ​ 83,245 ​ 2,662 3.0 % 4,292 5.2 % Corporate general and administrative ​ 10,966 ​ 14,300 ​ 10,040 ​ (3,334) (23.3) % 4,260 42.4 % Other operating expense (income), net ​ 120 ​ (14) ​ 7 ​ 134 N/M ​ (21) N/M ​ Operating income ​ 11,488 ​ 13,070 ​ 15,051 ​ (1,582) (12.1) % (1,981) (13.2) % Interest expense ​ 173 ​ 130 ​ 284 ​ 43 33.1 % (154) (54.2) % Interest income ​ (1,441) ​ (410) ​ (16) ​ (1,031) N/M ​ (394) N/M ​ Other income ​ (119) ​ (652) ​ (634) ​ 533 (82) % (18) N/M ​ Income before income tax expense ​ 12,875 ​ 14,002 ​ 15,417 ​ (1,127) (8.0) % (1,415) (9.2) % Income tax provision ​ 3,375 ​ 4,800 ​ 4,260 ​ (1,425) (29.7) % 540 12.7 % Net income ​ $ 9,500 ​ $ 9,202 ​ $ 11,157 ​ $ 298 3.2 % $ (1,955) (17.5) % ​ ​ ​ ​ ​ ​ ​ Earnings per share (diluted) ​ $ 1.55 ​ $ 1.52 ​ $ 1.85 ​ $ 0.03 2.0 % $ (0.33) (17.8) % ​ N/M = Not Meaningful ​ 37 Table of Contents Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 For the year ended December 31, 2023, consolidated net operating revenue was $112,773,000 compared with $114,893,000 for the year ended December 31, 2022, a decrease of $2,120,000 or 1.8%.
On May 3, 2022, we used $10 million in cash to purchase U.S. Treasury Bills to be held to maturity with maturity dates between July 2022 and February 2023. During the year $8 million of those $10 million were redeemed and we used the proceeds to purchase an additional $8 million of U.S. Treasury Bills to be held to maturity.
On May 3, 2022, we used $10 million in cash to purchase U.S. Treasury Bills to be held to maturity with maturity dates between July 2022 and February 2023. During 2022, $8 million of those $10 million were redeemed and we used the proceeds to purchase an additional $8 million of U.S. Treasury Bills to be held to maturity.
For illustrative purposes only, during our 2022 impairment test had the fair values of each of our broadcasting licenses been lower by 10%-30%, we would not have had to record any additional broadcast license impairment. ​ Tax Provisions: Our estimates of income taxes and the significant items giving rise to the deferred tax assets and liabilities are shown in the notes to our consolidated financial statements and reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to both timing and probability of these estimates.
For illustrative purposes only, during our 2023 impairment test had the fair values of each of our broadcasting licenses been lower by 10%-30%, we would not have had to record any additional broadcast license impairment. ​ Tax Provisions: Our estimates of income taxes and the significant items giving rise to the deferred tax assets and liabilities are shown in the notes to our consolidated financial statements and reflect our assessment of actual future taxes to be paid on items reflected in the financial statements, giving consideration to both timing and probability of these estimates.
Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the used portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Credit Facility.
Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the unused portion of the Credit Facility. We previously paid quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Credit Facility.
Any change in our revenue, with the exception of those instances where stations are acquired or sold, is generally the result of inventory sell out ratios and pricing adjustments, which are made to ensure that the station efficiently utilizes available inventory. 33 Table of Contents Our radio stations employ a variety of programming formats.
Any change in our revenue, with the exception of those instances where stations are acquired or sold, is generally the result of inventory sell out ratios and pricing adjustments, which are made to ensure that the station efficiently utilizes available inventory. 35 Table of Contents Our radio stations employ a variety of programming formats.
The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 31, 2022) 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.
The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 31, 2023) 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.
We serve twenty-seven radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable busines segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance.
We serve twenty-seven radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance.
We believe that the diversification of formats on our radio stations helps to insulate us from the effects of changes in musical tastes of the public on any particular format. The primary operating expenses involved in owning and operating radio stations are employee salaries, sales commissions, programming expenses, depreciation, and advertising and promotion expenses.
We believe that the diversification of formats on our radio stations helps to insulate us from the effects of changes in musical tastes of the public on any particular format. The primary operating expenses involved in owning and operating radio stations are employee salaries and related benefit costs, sales commissions, programming expenses, depreciation, and advertising and promotion expenses.
All revenue is recognized in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Topic 13, Revenue Recognition Revised and Updated and the Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers . ​ 41 Table of Contents Carrying Value of Accounts Receivable and Related Allowance for Doubtful Accounts: We evaluate the collectability of our accounts receivable based on a combination of factors.
All revenue is recognized in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Topic 13, Revenue Recognition Revised and Updated and the Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers . ​ 43 Table of Contents Carrying Value of Accounts Receivable and Related Allowance for Credit Losses: We evaluate the collectability of our accounts receivable based on a combination of factors.
During the years ended December 31, 2022, 2021 and 2020, our Columbus, Ohio; Des Moines, Iowa; Milwaukee, Wisconsin; Norfolk, Virginia and Portland, Maine markets, when combined, represented approximately 38%, 39%, and 40%, respectively, of our consolidated net operating revenue.
During the years ended December 31, 2023, 2022 and 2021, our Columbus, Ohio; Des Moines, Iowa; Milwaukee, Wisconsin; Norfolk, Virginia and Portland, Maine markets, when combined, represented approximately 36%, 38%, and 39%, respectively, of our consolidated net operating revenue.
Results of Operations The following tables summarize our results of operations for the three years ended December 31, 2022, 2021 and 2020.
Results of Operations The following tables summarize our results of operations for the three years ended December 31, 2023, 2022 and 2021.
In March 2013, our Board of Directors authorized an increase to our Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $75.8 million of our Class A Common Stock. From its inception in 1998 through December 31, 2022, we have repurchased 2.2 million shares of our Class A Common Stock for $57.6 million.
In March 2013, our Board of Directors authorized an increase to our Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $75.8 million of our Class A Common Stock. From the Buy-Back Program’s inception in 1998 through December 31, 2023, we have repurchased 2.2 million shares of our Class A Common Stock for $57.8 million.
The following tables describe the percentage of our consolidated station operating income represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ ​ Station Operating Income(*) ​ ​ ​ for the Years Ended ​ ​ ​ December 31, ​ ​ 2022 2021 2020 Market: ​ ​ Columbus, Ohio ​ 13 % 12 % 16 % Des Moines, Iowa ​ 4 % 5 % 7 % Milwaukee, Wisconsin ​ 14 % 12 % 15 % Norfolk, Virginia ​ 7 % 7 % 6 % Portland, Maine ​ 6 % 7 % 8 % (*) Operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets.
The following tables describe the percentage of our consolidated station operating income represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ ​ Station Operating Income(*) ​ ​ ​ for the Years Ended ​ ​ ​ December 31, ​ ​ 2023 2022 2021 Market: ​ ​ Columbus, Ohio ​ 10 % 13 % 12 % Des Moines, Iowa ​ 4 % 4 % 5 % Milwaukee, Wisconsin ​ 12 % 14 % 12 % Norfolk, Virginia ​ 9 % 7 % 7 % Portland, Maine ​ 5 % 6 % 7 % (*) Operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets.
The following tables describe the percentage of our consolidated net operating revenue represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ Net Operating Revenue ​ ​ for the Years ​ ​ Ended December 31, ​ 2022 2021 2020 Market: ​ Columbus, Ohio 10 % 10 % 10 % Des Moines, Iowa 5 % 6 % 7 % Milwaukee, Wisconsin 12 % 11 % 11 % Norfolk, Virginia 6 % 6 % 6 % Portland, Maine 5 % 6 % 6 % ​ ​ 34 Table of Contents During the years ended December 31, 2022, 2021 and 2020, the radio stations in our five largest markets when combined, represented approximately 44%, 43% and 52%, respectively, of our consolidated station operating income.
The following tables describe the percentage of our consolidated net operating revenue represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ Net Operating Revenue ​ ​ for the Years ​ ​ Ended December 31, ​ 2023 2022 2021 Market: ​ Columbus, Ohio 9 % 10 % 10 % Des Moines, Iowa 5 % 5 % 6 % Milwaukee, Wisconsin 11 % 12 % 11 % Norfolk, Virginia 6 % 6 % 6 % Portland, Maine 5 % 5 % 6 % ​ ​ 36 Table of Contents During the years ended December 31, 2023, 2022 and 2021, the radio stations in our five largest markets when combined, represented approximately 40%, 44% and 43%, respectively, of our consolidated station operating income.
On March 1, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock. This dividend, totaling approximately $970,000, was paid on April 8, 2022 to shareholders of record on March 21, 2022.
This dividend, totaling approximately $970,000, was paid on April 8, 2022 to shareholders of record on March 21, 2022. On December 14, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share and special cash dividend of $0.50 per share on its Classes A and B Common Stock.
The cumulative transaction fees are being amortized over the remaining life of the Credit Facility. Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR (4.3% at December 31, 2022), plus 1% to 2% or the base rate plus 0% to 1%.
The cumulative transaction fees are being amortized over the remaining life of the Credit Facility. Interest rates under the Credit Facility are payable, at our option, at alternatives equal to SOFR (5.38% at December 31, 2023), plus 1% to 2% or the base rate plus 0% to 1%.
Our goal is to allow our listeners to connect with our brands on demand wherever, however, and whenever they choose. We continue to create opportunities through targeted digital advertising and an array of digital services that include online promotions, mobile messaging, and email marketing.
Our goal is to allow our listeners to connect with our brands on demand wherever, however, and whenever they choose. We continue to create and expand opportunities for revenue generation through targeted digital advertising, online community news, entertainment and events and an array of digital services that include online promotions, mobile messaging, and email marketing.
Broadcast Licenses and Goodwill: As of December 31, 2022, we have recorded approximately $90,307,000 in broadcast licenses and $19,236,000 in goodwill, which represents 46% of our total assets.
Broadcast Licenses and Goodwill: As of December 31, 2023, we have recorded approximately $90,240,000 in broadcast licenses and $19,236,000 in goodwill, which represents 47% of our total assets.
The effect of an increase in our allowance of 1% of our outstanding receivables as of December 31, 2022, from 3.4% to 4.4% or from $519,000 to $671,000 would result in a decrease in net income of $100,000, net of taxes for the year ended December 31, 2022.
The effect of an increase in our allowance of 1% of our outstanding receivables as of December 31, 2023, from 3.8% to 4.8% or from $618,000 to $781,000 would result in a decrease in net income of $158,000, net of taxes for the year ended December 31, 2023.
Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for, our results of operations presented on a GAAP basis. General We are a broadcast company primarily engaged in acquiring, developing and operating broadcast properties.
Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for, our results of operations presented on a GAAP basis.
We are however, starting to see the effects of higher inflation starting to impact costs of most goods and services. There can be no assurance that a high rate of inflation in the future would not have an adverse effect on our operations. Recent Accounting Pronouncements Recent accounting pronouncements are described in Note 1 to the accompanying financial statements.
Inflation The impact of inflation on our operations has not been significant to date. We are however, starting to see the effects of higher inflation starting to impact costs of most goods and services. There can be no assurance that a high rate of inflation in the future would not have an adverse effect on our operations.
This dividend, totaling approximately $13,600,000, was paid on October 21, 2022 to shareholders of record on October 3, 2022. 39 Table of Contents On June 6, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.20 per share on its Classes A and B Common Stock.
On September 20, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share and a special cash dividend of $2.00 per share on its Class A Common Stock. This dividend, totaling approximately $13,600,000, was paid on October 21, 2022 to shareholders of record on October 3, 2022.
The increase in our income tax expense is due to the permanent difference between book and taxable income related to the compensation paid to our founder and CEO as described above and in footnote 6 (Income Taxes). ​ 36 Table of Contents Year Ended December 31, 2021 Compared to Year Ended December 31, 2020 For the year ended December 31, 2021, consolidated net operating revenue was $108,343,000 compared with $95,813,000 for the year ended December 31, 2020, an increase of $12,530,000 or 13.1%.
The decrease in our income tax expense is due to the decreased in net income before income tax combined with the increase in rate in 2022 as a result of the permanent difference between book and taxable income related to the compensation paid to our founder and former CEO as described above and in footnote 6 (Income Taxes). ​ 38 Table of Contents Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 For the year ended December 31, 2022, consolidated net operating revenue was $114,893,000 compared with $108,343,000 for the year ended December 31, 2021, an increase of $6,550,000 or 6.0%.
After we paid down our debt and reduced our Revolving Credit Facility as noted above, we had approximately $50 million of unused borrowing capacity under the Revolving Credit Facility at December 31, 2022. ​ 38 Table of Contents Sources and Uses of Cash During the years ended December 31, 2022, 2021 and 2020, we had net cash flows from operating activities of $17,125,000, $19,104,000 and $12,088,000, respectively.
We had approximately $50 million of unused borrowing capacity under the Revolving Credit Facility at both December 31, 2022 and December 31, 2023. ​ 40 Table of Contents Sources and Uses of Cash During the years ended December 31, 2023, 2022 and 2021, we had net cash flows from operating activities of $15,379,000, $17,125,000 and $19,104,000, respectively.
The increase in net income was due to the increase of operating income, described above, a decrease in interest expense of $56,000 and an increase in other income of $401,000, partially offset by an increase in income taxes of $3,555,000, and a decrease in interest income of $132,000.
The increase in net income is due to the decrease of operating income, described above, an increase in interest expense of $43,000, a decrease of other income of $533,000 offset by an increase in interest income of $1,031,000 and a decrease in income taxes of $1,425,000.
On December 19, 2022, we entered into a Third Amendment to our Credit Facility, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank, established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points.
The increase in our income tax expense is due to the permanent difference between book and taxable income related to the compensation paid to our founder and CEO as described above and in footnote 6 (Income Taxes). ​ 39 Table of Contents Liquidity and Capital Resources Debt Arrangements and Debt Service Requirements On December 19, 2022, we entered into a Third Amendment to our Credit Facility, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (collectively, the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points.
On December 7, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share and a special cash dividend of $2.00 per share on its Classes A Common Stock.
This dividend, totaling approximately $1,500,000, was paid on April 7, 2023 to shareholders of record on March 20, 2023. On December 7, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share and a special cash dividend of $2.00 per share on its Class A Common Stock.
We continue to actively seek and explore opportunities for expansion through the acquisitions of additional broadcast properties. We anticipate that any future acquisitions of radio stations and dividend payments will be financed through funds generated from operations, borrowings under the Credit Agreement, additional debt or equity financing, or a combination thereof.
We anticipate that any future acquisitions of radio stations and dividend payments will be financed through funds generated from operations, borrowings under the Credit Agreement, additional debt or equity financing, or a combination thereof. However, there can be no assurances that any such financing will be available on acceptable terms, if at all.
This dividend, totaling approximately $1.9 million, was paid on April 10, 2020 to shareholders of record on March 16, 2020 and funded by cash on the Company’s balance sheet. On December 11, 2019, our Board of Directors declared a quarterly cash dividend of $0.30 per share on its Classes A and B Common Stock.
The dividend was paid by our transfer agent on July 1, 2022 to shareholders of record on June 13, 2022. On March 1, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock.
Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Clarksville, Tennessee market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations.
Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Clarksville, Tennessee market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. On December 7, 2023, the Company’s Board of Directors declared a special cash dividend of $2.00 per share on its Classes A Common Stock.
The following table reflects a summary of our contractual cash obligations and other commercial commitments as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due By Period ​ ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ ​ ​ More Than Contractual Obligations: Total 1 Year 1 to 3 Years 4 to 5 Years 5 Years ​ ​ (In thousands) Interest Payments on Long-Term Debt(1) ​ $ 668 ​ $ 135 ​ $ 269 ​ $ 264 ​ $ — Operating Leases ​ 7,993 ​ 1,829 ​ 2,998 ​ 1,941 ​ 1,225 Purchase Obligations(2) ​ 32,085 ​ 13,116 ​ 15,000 ​ 2,802 ​ 1,167 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Contractual Cash Obligations ​ $ 40,746 ​ $ 15,080 ​ $ 18,267 ​ $ 5,007 ​ $ 2,392 (1) Interest payments on our Credit Facility are based on unused commitment of the credit facility and scheduled debt maturities, if we were to borrow in the future and the interest rates are held constant over the remaining terms.
The following table reflects a summary of our contractual cash obligations and other commercial commitments as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due By Period ​ ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ ​ ​ More Than Contractual Obligations: Total 1 Year 1 to 3 Years 4 to 5 Years 5 Years ​ ​ (In thousands) Interest Payments on Long-Term Debt (1) ​ $ 564 ​ $ 135 ​ $ 299 ​ $ 130 ​ $ — Operating Leases ​ 8,803 ​ 1,857 ​ 3,180 ​ 2,166 ​ 1,600 Purchase Obligations (2) ​ 31,791 ​ 18,081 ​ 10,585 ​ 3,125 ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Contractual Cash Obligations ​ $ 41,158 ​ $ 20,073 ​ $ 14,064 ​ $ 5,421 ​ $ 1,600 (1) Interest payments on our Credit Facility are based on unused commitment of the credit facility and scheduled debt maturities, if we were to borrow in the future and the interest rates are held constant over the remaining terms.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Information appearing under the caption “Market Risk and Risk Management Policies” in Item 7 is hereby incorporated by reference. Item 8. Financial Statements and Supplementary Data The financial statements attached hereto are filed as part of this annual report. Item 9.
Recent Accounting Pronouncements Recent accounting pronouncements are described in Note 1 to the accompanying financial statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Information appearing under the caption “Market Risk and Risk Management Policies” in Item 7 is hereby incorporated by reference. Item 8.
Our gross political revenue for the years ended December 31, 2022, 2021 and 2020 was $3,625,000, $1,780,000 and $6,890,000, respectively. We expect political revenue in 2023 to decrease from 2022 levels as a result of less elections in 2023 at the local, state and national levels.
Political revenue was significantly lower in 2023 and 2021 due to the decreased number of national, state, and local elections in most of our markets as compared to 2022. Our gross political revenue for the years ended December 31, 2023, 2022 and 2021 was $944,000, $3,625,000 and $1,780,000, respectively.
However, there can be no assurances that any such financing will be available on acceptable terms, if at all. 40 Table of Contents Summary Disclosures About Contractual Obligations We have future cash obligations under various types of contracts, including the terms of our Credit Facility, operating leases, programming contracts, employment agreements, and other operating contracts.
Summary Disclosures About Contractual Obligations We have future cash obligations under various types of contracts, including the terms of our Credit Facility, operating leases, programming contracts, employment agreements, and other operating contracts.
We generated net income of $11,157,000 ($1.85 per share on a fully diluted basis) during the year ended December 31, 2021, compared to a net loss of $1,913,000 ($ (0.32) per share on a fully diluted basis) for the year ended December 31, 2020, an increase of $13,070,000.
We generated net income of $9,500,000 ($1.55 per share on a fully diluted basis) during the year ended December 31, 2023, compared to $9,202,000 ($1.52 per share on a fully diluted basis) for the year ended December 31, 2022, an increase of $298,000.
At December 31, 2022, we have recorded $10.1 million of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $10 million. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from February 2023 to June 2023.
We redeemed $20.7 million in U.S. Treasury Bills and purchase an additionally $20.7 million in U.S. Treasury Bills. At December 2023, we have recorded $10.6 million of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $10.6 million. Our held-to-maturity U.S.
Please refer to Note 3 — Broadcast Licenses, Goodwill and Other Intangible Assets, in the accompanying notes to the consolidated financial statements for a discussion of several key assumptions used in the fair value estimate of our broadcast licenses during 2020 impairment tests. ​ ​ 42 Table of Contents We believe our estimate of the value of our broadcast licenses is a critical accounting estimate as the value is significant in relation to our total assets, and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance of our stations.
There was no impairment of broadcast licenses in 2021, 2022 or 2023. ​ 44 Table of Contents We believe our estimate of the value of our broadcast licenses is a critical accounting estimate as the value is significant in relation to our total assets, and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance of our stations.
Deferred tax assets are reduced by valuation allowances if the Company believes it is more than likely than not that some portion or the entire asset will not be realized. ​ Litigation and Contingencies: On an ongoing basis, we evaluate our exposure related to litigation and contingencies and record a liability when available information indicates that a liability is probable and estimable.
Deferred tax assets are reduced by valuation allowances if the Company believes it is more than likely than not that some portion or the entire asset will not be realized.
(2) Includes $15,317,000 in obligations under employment agreements and contracts with on-air personalities, other employees, and our President, and CEO, Christopher S. Forgy.
(2) Includes $13,708,000 in obligations under employment agreements and contracts with on-air personalities, other employees, and our President, and CEO, Christopher S. Forgy and $5,300,000 in obligations under the asset purchase agreement for the acquisition of radio stations in the Lafayette, Indiana market.
On October 27, 2021, we used $10 million from funds generated by operations to voluntarily pay down the remaining amount on our Revolving Credit Facility.
The Company had previously temporarily suspended the quarterly cash dividend in response to the uncertainty of the ongoing impact of COVID-19 as of June 18, 2020. On October 27, 2021, we used $10 million from funds generated by operations to voluntarily pay down the remaining amount on our Revolving Credit Facility.
If we had borrowings against our long-term debt arrangements, in the event of an adverse change in interest rates, management may take actions to mitigate our exposure. Inflation The impact of inflation on our operations has not been significant to date.
Market Risk and Risk Management Policies Our earnings are affected by changes in short-term interest rates as a result of our long-term debt arrangements. If we had borrowings against our long-term debt arrangements, in the event of an adverse change in interest rates, management may take actions to mitigate our exposure.
During the year ended December 31, 2022, approximately 6,000 shares were retained for payment of withholding taxes for $147,000 related to the vesting of restricted stock. Given the unprecedented uncertainty surrounding the COVID-19 virus and the resulting economic issues we halted the directions for any additional buybacks under our plan in 2020.
During the year ended December 31, 2023, approximately 11,274 shares were retained for payment of withholding taxes for $226,781 related to the vesting of restricted stock. We halted the directions for any additional buybacks under our plan in 2020. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.
Depending on the format of a particular radio station, there are a predetermined number of advertisements available to be broadcast each hour. Most advertising contracts are short-term and generally run for a few weeks only. The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff.
Most advertising contracts are short-term and generally run for a few weeks only. The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff. For the years ended December 31, 2023, 2022 and 2021, approximately 90%, 89% and 89%, respectively, of our radio stations’ gross revenue was from local advertising.
Radio for $61,800 of which $5,000 was paid in 2021 and the remainder was paid on April 6, 2022 when we closed on the transaction.
We expect to close on this acquisition in the second quarter of 2024. On July 12, 2021, we entered into an agreement to acquire WIZZ-AM and a translator from P. & M. Radio for $61,800 of which $5,000 was paid in 2021 and the remainder was paid on April 6, 2022 when we closed on the transaction.
We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. We review acquisition opportunities on an ongoing basis. ​ 32 Table of Contents Radio Stations Our radio stations’ primary source of revenue is from the sale of advertising for broadcast on our stations.
We review acquisition opportunities on an ongoing basis. ​ 34 Table of Contents Radio Stations Our radio stations’ primary source of revenue is from the sale of advertising for broadcast on our stations. Depending on the format of a particular radio station, there are a predetermined number of advertisements available to be broadcast each hour.
On September 20, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share and a special cash dividend of $2.00 per share on its Classes A Common Stock.
On June 6, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.20 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1,200,000, was paid to our transfer agent on June 29, 2022.
The increase was a result of the increase in net operating revenue partially offset by the increase in station operating expense, described above, a non-cash impairment charge of $5,149,000 in 2020 versus no impairment charge in 2021, and a decrease in our corporate general and administrative expenses of $1,534,000 or 13.3%, offset by a decrease in other operating income of $1,254,000 due to a gain on the sale of land and a building at one of our tower sites in Bellingham, Washington for $1,400,000 in 2020.
The decrease was a result of the decrease in net operating revenue and the increase in station operating expense, described above, a increase in other operating expense of $134,000 partially offset by a decrease in our corporate general and administrative expenses of $3,334,000 or 23.3%.
Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year. Political revenue was significantly higher in 2022 and 2020 due to the increased number of national, state, and local elections in most of our markets as compared to 2021.
To generate national advertising sales, we engage independent advertising sales representative firms that specialize in national sales for each of our broadcast markets. Our revenue varies throughout the year. Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 43 Table of Contents
Financial Statements and Supplementary Data The financial statements attached hereto are filed as part of this annual report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 45 Table of Contents
The increase in operating expenses was primarily a result of increases in sales rating survey expenses, commission expense, barter expenses, interactive services expenses, healthcare costs and promotional expenses of $1,836,000, $1,035,000, $362,000, $331,000, $210,000, and $173,000, respectively, partially offset by decreases in compensation related expenses, depreciation and amortization expenses, and bad debt expense of $1,698,000, $754,000 and $364,000, respectively, from 2020.
The increase in operating expenses was primarily a result of increases in compensation-related expenses, healthcare costs, sales survey expenses, utility expenses, building maintenance and repairs, and programming rights expenses of $1,605,000, $469,000, $314,000, $248,000, $235,000, and $172,000, respectively, partially offset by decreases in commission expenses of $383,000 from 2022.
We had operating income for the year ended December 31, 2021 of $15,051,000 compared to an operating loss of $1,249,000 for the year ended December 31, 2020, an increase of $16,300,000.
We had operating income for the year ended December 31, 2023 of $11,488,000 compared to $13,070,000 for the year ended December 31, 2022, a decrease of $1,582,000.
We had increases in gross local revenue of $12,209,000, gross interactive revenue of $2,921,000, non-spot gross revenue of $1,484,000, gross national revenue (excluding national political revenue) of $819,000, and gross barter revenue of $236,000 partially offset by a decrease in gross political revenue of $5,104,000 from 2020.
The decrease in revenue in 2023 was due to decreases in gross political revenue of $2,681,000, and gross local revenue of $2,401,000 partially offset by increases in gross interactive revenue of $1,890,000, non-spot revenue of $679,000 and gross national revenue of $385,000 from 2022.
On December 14, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share and special cash dividend of $0.50 per share on its Classes A and B Common Stock.
This dividend, totaling approximately $1,500,000, was paid on December 15, 2023 to shareholders of record on November 27, 2023. On September 27, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share on its Class A Common Stock.
We also disclose significant matters that are reasonably possible to result in a loss or are probable but not estimable. Market Risk and Risk Management Policies Our earnings are affected by changes in short-term interest rates as a result of our long-term debt arrangements.
Litigation and Contingencies: On an ongoing basis, we evaluate our exposure related to litigation and contingencies and record a liability when available information indicates that a liability is probable and estimable. We also disclose significant matters that are reasonably possible to result in a loss or are probable but not estimable.
The decrease in gross political revenue was due to fewer national, state and local elections in 2021 versus 2020 in the majority of our markets. Station operating expense was $83,245,000 for the year ended December 31, 2021, compared with $81,586,000 for the year ended December 31, 2020, an increase of $1,659,000 or 2.0%.
The most significant increases in gross national revenue occurred in our Charleston, South Carolina; Charlottesville, Virginia; Des Moines, Iowa; Ocala, Florida and Springfield, Massachusetts markets. Station operating expense was $90,199,000 for the year ended December 31, 2023, compared with $87,537,000 for the year ended December 31, 2022, an increase of $2,662,000 or 3.0%.
We anticipate capital expenditures in 2023 to be approximately $5.0 million to $5.5 million, which we expect to finance through funds generated from operations. On July 12, 2021, we entered into an agreement to acquire WIZZ-AM and a translator from P. & M.
Our capital expenditures, exclusive of acquisitions, for the year ended December 31, 2023 were $4,356,000 ($5,994,000 in 2022). We anticipate capital expenditures in 2024 to be approximately $5.0 million to $5.5 million, which we expect to finance through funds generated from operations.
Removed
For the years ended December 31, 2022, 2021 and 2020, approximately 89%, 89% and 84%, respectively, of our radio stations’ gross revenue was from local advertising. To generate national advertising sales, we engage independent advertising sales representative firms that specialize in national sales for each of our broadcast markets. Our revenue varies throughout the year.
Added
General We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties.
Removed
We note that the percent of consolidated station operating income at December 31, 2020 is higher than normal due to the impact of the COVID-19 pandemic on our markets. As the pandemic is resolved, we would anticipate results by market to continue to be back to normalized amounts in future years.
Added
We expect political revenue in 2024 to increase from 2023 levels as a result of more elections in 2024 at the local, state and national levels.
Removed
The increase in revenue in 2021 was attributable to lower-than-normal revenue in 2020 due to the COVID-19 pandemic.
Added
The gross political revenue decreased due to a decrease in the number of national, state and local elections. The most significant decreases in gross local revenue occurred in our Charleston, South Carolina; Columbus, Ohio; Ithaca, New York; Milwaukee, Wisconsin; Portland, Maine and Springfield, Illinois markets partially offset by increases at our Asheville, North Carolina; Harrisonburg, Virginia and Ocala, Florida markets.
Removed
The increase in gross local, gross national and gross barter revenue occurred in the majority of our markets as a result of the impact of the COVID-19 pandemic and the disruption to our advertiser’s businesses in 2020, in contrast with the economic recovery that had begun to take place in 2021.
Added
The increase in gross interactive results is primarily due to an increase in our streaming revenue. The markets with the most significant increases in 2023 in non-spot events were Bellingham, Washington; Charleston, South Carolina; Ithaca, New York and Yankton, South Dakota.
Removed
The increase in gross interactive revenue was primarily due to an increase in our streaming and website content revenue. The increase in non-spot gross revenue was primarily due to us starting to host events again in 2021, whereas the number of events being held in 2020 due to the COVID-19 pandemic was relatively very few.
Added
We recorded a loss on sale of fixed assets of $120,000 in 2023 compared to a gain on sale of fixed assets of $14,000 in 2022.
Removed
The decrease in corporate general and administrative expenses was primarily attributable to decreases in non-cash compensation related expenses, legal expenses, and contribution expenses of $886,000, $323,000, and $158,000 respectively.
Added
The decrease in corporate general and administrative expenses was primarily attributable to the $3.8 million expense recorded in the third quarter of 2022 related the employment agreement we had with our founder and former CEO, Mr. Christian, that was required upon his death.
Removed
The decrease in interest expense was due to the decrease in our debt outstanding partially offset by an increase in our interest rates. The increase in other income was primarily due to insurance proceeds for weather-related damages.
Added
Additionally, we had a decrease of $1,020,000 in compensation-related expense partially offset by increase of $416,000 in insurance costs, $407,000 in directors’ fees, $379,000 in legal and other consulting fees, and $30,000 in travel and seminar related expenses.
Removed
The increase in our income tax expense was due to the increase in income before income taxes. ​ 37 Table of Contents Liquidity and Capital Resources Debt Arrangements and Debt Service Requirements On August 18, 2015, we entered into a credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A., The Huntington National Bank, Citizens Bank, National Association and J.P.
Added
The increase in interest expense is due to an increase in the interest rates attributable to our unused commitment fees and amortization of bank fees.
Removed
Morgan Securities LLC (collectively, the “Lenders”). The Credit Facility consisted of a $100 million five-year revolving facility (the “Revolving Credit Facility”) and originally matured on August 18, 2020.
Added
The decrease in other income is primarily due to reimbursements from the FCC related to their spectrum auction of $115,000 in 2023 versus insurance proceeds in 2022 of $535,000 and reimbursements from the FCC related to their spectrum auction of $116,000 in 2022 as described in footnote 16 (Other Income).
Removed
On June 27, 2018, the Company entered into a Second Amendment to its Credit Facility, (the “Second Amendment”), which had first been amended on September 1, 2017, extending the revolving credit maturity date under the Credit Agreement for five years after the date of the amendment to June 27, 2023.
Added
The increase in interest income is related to higher rates of return on money market accounts reflected as cash equivalents and from our short-term investment accounts which began in May 2022.
Removed
On July 1, 2019, we elected to reduce our Revolving Credit Facility to $70 million. On May 11, 2020, as part of our reincorporation as a Florida corporation, we entered into an assumption agreement and amendment of loan documents. The amendment also included an alternative benchmark rate as a replacement to LIBOR.
Added
We had no debt outstanding at December 31, 2022 or December 31, 2023.
Removed
On November 1, 2021, we elected to further reduce our Revolving Credit Facility to $50 million.
Added
On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $5.3 million which we expect to finance through funds generated from operations or borrowings under our credit agreement.

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Other SGA 10-K year-over-year comparisons