10q10k10q10k.net

What changed in SAGA COMMUNICATIONS INC's 10-K — 2023 vs 2024

vs

Paragraph-level year-over-year comparison of SAGA COMMUNICATIONS INC's 2023 and 2024 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 2024 report.

+200 added−201 removedSource: 10-K (2025-03-31) vs 10-K (2024-03-15)

Top changes in SAGA COMMUNICATIONS INC's 2024 10-K

200 paragraphs added · 201 removed · 129 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

45 edited+29 added−16 removed145 unchanged
Biggest changeThe 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.
Biggest changeThe 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 ​ WASK ​ Lafayette, IN ​ Classic Hits ​ A ​ August 1, 2028 ​ WKHY ​ Lafayette, IN ​ Rock ​ B ​ August 1, 2028 ​ WKOA ​ Lafayette, IN ​ Country ​ A ​ August 1, 2028 ​ WXXB ​ Lafayette, IN ​ Contemporary Hits ​ A ​ August 1, 2028 ​ 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 ​ 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 ​ KGMI Bellingham, WA News/Talk ​ B ​ February 1, 2030 ​ KPUG Bellingham, WA Sports/Talk ​ 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 ​ WQEZ Clarksville, TN/Hopkinsville, KY Soft Adult Contemporary ​ D ​ August 1, 2028 ​ WKFN Clarksville, TN/Hopkinsville, KY Sports/Talk ​ D ​ August 1, 2028 ​ ​ ​ ​ 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Station ​ FCC Station ​ Expiration Date of ​ Station Market (1) Format Class (2) FCC Authorization ​ 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 ​ 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 ​ WASK ​ Lafayette, IN ​ Sports/Talk ​ C ​ August 1, 2028 ​ 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.
On January 13, 2020, the FCC released an Order confirming a Consent Decree whereby the owner of several antenna structures agreed to pay the government a civil penalty of $1,130,000 and develop a Compliance Plan requiring reports for two years as a result of (1) failing to conduct required daily inspections of the lighting systems at 10 towers, (2) failing to completely log lighting failures at 7 towers, and (3) failing to timely notify the FCC of its acquisition of 2 towers.
On January 13, 2020, the FCC released an Order confirming a Consent Decree whereby the owner of several antenna structures agreed to pay the government a civil penalty of $1,130,000 and develop a Compliance Plan requiring reports for two years as a result of (1) failing to conduct required daily inspections of the lighting systems at 10 towers, (2) failing to completely log lighting failures at 7 towers, and (3) failing to timely notify the FCC of its acquisition of two towers.
(See Title 47 C.F.R. §73.210 for a definition of FM station class information, including effective radiated power [“ERP”] and antenna height.) WISE, KPSZ, KPUG, KGMI, KBAI, WNYY, WHCU, WINQ(AM) and WSVA operate with lower power at night than during daytime.
(See Title 47 C.F.R. §73.210 for a definition of FM station class information, including effective radiated power [“ERP”] and antenna height.) WISE, KPSZ, KPUG, KGMI, WNYY, WHCU, WINQ(AM) and WSVA operate with lower power at night than during daytime.
WYSE, WBCO, WQEZ, WKFN, WHBG, WZBK and WLZX(AM) are “Class D” stations that operate daytime only or with greatly reduced power at night. ​ Ownership Matters. The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without the prior approval of the FCC.
WBCO, WQEZ, WKFN, WHBG, WZBK and WLZX(AM) are “Class D” stations that operate daytime only or with greatly reduced power at night. ​ Ownership Matters. The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without the prior approval of the FCC.
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.
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 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 Company timely paid its regulatory fees for Fiscal Year 2024. 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 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.
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 64 President, Chief Executive Officer; Director Samuel D.
By Report and Order, released April 23, 2020, the FCC modified the LPFM technical rules in four main ways: (1) expanding the permissible use of directional antennas; (2) expanding the definition of minor change applications for LPFM stations; (3) allowing LPFM stations to own FM boosters; and (4) permitting LPFM and Class D FM stations operating on the NCE FM reserved band (channels 201 to 220) to propose facilities short-spaced to television stations operating on channel 6 (TV6) with the consent of the potentially affected stations.
By R&O, released April 23, 2020, the FCC modified the LPFM technical rules in four main ways: (1) expanding the permissible use of directional antennas; (2) expanding the definition of minor change applications for LPFM stations; (3) allowing LPFM stations to own FM boosters; and (4) permitting LPFM and Class D FM stations operating on the NCE FM reserved band (channels 201 to 220) to propose facilities short-spaced to television stations operating on channel 6 (TV6) with the consent of the potentially affected stations.
We have entered into employment and non-competition agreements with our President and with most of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives. We are committed to hiring, developing and supporting a diverse and inclusive workplace. Our management teams are expected to exhibit and promote honest, ethical and respectful conduct in the workplace.
We have entered into employment and non-competition agreements with our President/Chief Executive Officer and with most of our on-air personalities, as well as non-competition agreements with our commissioned sales representatives. We are committed to hiring, developing and supporting a diverse and inclusive workplace. Our management teams are expected to exhibit and promote honest, ethical and respectful conduct in the workplace.
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.
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 changes to royalty rate proceedings.
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.
FCC , Case No. 1094, 236 F.3d 13 (2001); rehearing denied , 253 F. 3d 732 (2001), cert. denied , 534 U.S. 1113 (2002)) vacated certain aspects of the EEO requirements.
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.
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 14.6% of the common stock outstanding.
For additional information on the impact of FCC regulations and the introduction of new technologies on our operations, see “Forward Looking Statements” and “Risk Factors” contained elsewhere in this report. ​ 6 Table of Contents The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies.
For additional information on the impact of FCC regulations and the introduction of new technologies on our operations, see “Forward Looking Statements” and “Risk Factors” contained elsewhere in this report. ​ 6 Table of Contents The following is a brief summary of certain provisions of the Communications Act and of specific FCC regulations and policies (collectively, hereinafter the “Communications Act”).
In its Fifth Report and Order, Amendment of Parts 73 & 74 of the Commission's Rules to Establish Rules for Digital Low Power TV & TV Translator Stations , FCC 23-58, released July 20, 2023, the FCC concluded that the public interest will be served by allowing the continued operation of existing analog FM6 LPTV radio stations subject to certain conditions.
In its Fifth R&O, Amendment of Parts 73 & 74 of the Commission's Rules to Establish Rules for Digital Low Power TV & TV Translator Stations , FCC 23-58, released July 20, 2023, the FCC concluded that the public interest will be served by allowing the continued operation of existing analog FM6 LPTV radio stations subject to certain conditions.
In a 2015 Report and Order, Revitalization of the AM Service, the FCC announced an opportunity, restricted to AM licensees and permittees, to apply for and receive authorizations to relocate existing FM translator stations within 250 miles for the sole and limited purpose of enhancing their existing service to the public.
In a 2015 R&O, Revitalization of the AM Service, the FCC announced an opportunity, restricted to AM licensees and permittees, to apply for and receive authorizations to relocate existing FM translator stations within 250 miles for the sole and limited purpose of enhancing their existing service to the public.
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.
Strategy Our strategy is to operate top billing radio stations, including harnessing opportunities complimentary to our core radio business including digital, e-commerce, online local news sites and other non-traditional revenue initiatives, in mid-sized markets, which we define as markets ranked from 20 to 200 out of the markets summarized by Investing in Radio Market Report.
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.
As of December 31, 2024, we had approximately 601 full-time employees and 240 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.
In 2011, the FCC released its Third Report and Order which limits eligibility for authorizations associated with allotments added to the FM Table of Allotments using the “Tribal Priority” to the tribes whom the Tribal Priority was intended to benefit.
In 2011, the FCC released its Third R&O which limits eligibility for authorizations associated with allotments added to the FM Table of Allotments using the “Tribal Priority” to the tribes whom the Tribal Priority was intended to benefit.
The Company cannot predict whether the proposed rules will be adopted. ​ On October 28, 2020, the FCC released a Report and Order, in which it adopted rules (effective January 4, 2021) to allow AM radio stations to broadcast an all-digital signal using the HD Radio IBOC mode termed “MA3.” In adopting the new rules, the FCC said that a voluntary conversion to all-digital broadcasting will benefit many AM stations and their listeners by improving reception quality and listenable coverage in stations' service areas.
On October 28, 2020, the FCC released an R&O, in which it adopted rules (effective January 4, 2021) to allow AM radio stations to broadcast an all-digital signal using the HD Radio IBOC mode termed “MA3.” In adopting the new rules, the FCC said that a voluntary conversion to all-digital broadcasting will benefit many AM stations and their listeners by improving reception quality and listenable coverage in stations' service areas.
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.
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 28, 2025, we owned eighty-two FM, thirty-one AM radio stations and seventy-nine metro signals serving twenty-eight markets.
The FCC proposed to require EAS participants to annually certify to having a cybersecurity risk management plan in place and to employ sufficient security measures to ensure the confidentiality, integrity, and availability of their respective alerting systems. Use of FM Boosters for Geo-Targeting .
The FCC proposed to require EAS participants to annually certify to having a cybersecurity risk management plan in place and to employ sufficient security measures to ensure the confidentiality, integrity, and availability of their respective alerting systems.
The affected subsidiary filed a report with the FCC on December 8, 2021, regarding its record of compliance with the political laws and the Company’s obligations under the Consent Decree terminated as of February 7, 2022. The FCC in 2020 revised its rules governing the publication of local notice of the filing of certain broadcast applications.
The affected subsidiary filed a report with the FCC on December 8, 2021, regarding its record of compliance with the political laws and the Company’s obligations under the Consent Decree terminated as of February 7, 2022. The FCC has promulgated 14 Table of Contents rules governing the publication of local notice of the filing of certain broadcast applications.
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”).
Currently, the FM6 station has had no adverse impact, but the Company cannot predict whether the FM6 station in the future will have any adverse impact on the Company’s stations in that market. ​ As a broadcaster, the Company is required to comply with the FCC rules implementing the Emergency Alert System (“EAS”).
In 2018 Quadrennial Regulatory Review—Review of the Commission’s Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, FCC 23-117, released December 26, 2023, the FCC found that its existing rules, with some minor modifications, remain necessary in the public interest.
(Hereinafter, the acronym “ R&O ” means an FCC “ Report and Order .”) In its R&O 2018 Quadrennial Regulatory Review—Review of the Commission’s Broadcast Ownership Rules and Other Rules Adopted Pursuant to Section 202 of the Telecommunications Act of 1996, FCC 23-117, released December 26, 2023, the FCC found that its existing rules, with some minor modifications, remain necessary in the public interest.
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.
Bush 67 Executive Vice President, Treasurer and Chief Financial Officer Catherine A. Bobinski 65 Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller Wayne Leland 60 Chief Operating Officer ​ 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. Mr.
The FCC has under consideration, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect us and the operation and ownership of our broadcast properties.
The FCC has under consideration, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect us and the operation and ownership of our broadcast properties. The advent of the Trump Administration could have an effect on FCC requirements.
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.
The Company cannot predict whether the proposed rules will be adopted, and if so, their effect on the Company. ​ The Company is required to pay (1) FCC filing fees in connection with its applications and (2) annual regulatory fees determined by the number and character of the radio stations the Company owns as of October 1 of each prior year.
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.
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 broadcast stations that certify that they provide locally originated programming. The FCC stated that the program would be “voluntary”.
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).
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 2024 was approximately $13,889,000 or 12% of our gross revenue (approximately $11,880,000 or 10% in fiscal 2023). Gross national political revenue is included in these numbers.
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.
The Company timely filed its reports. The next biennial ownership reports are due by December 1, 2025. The FCC eliminated the prior requirement to file with the FCC paper copies of certain agreements, corporate organization documents, and the like.
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.
Approximately $106,302,000 or 88% of our gross revenue for the year ended December 31, 2024 (approximately $111,240,000 or 90% in fiscal 2023) was generated from the sale of local advertising. Additional revenue is generated from the sale of national advertising, network compensation payments, barter and other miscellaneous transactions.
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.
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.
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
Leland was promoted to Chief Operating Officer in September 2024. Mr. Leland was Senior Vice President of Operations from January 2023 to 2024. He was President/General Manager of our Norfolk, Virginia market from 2011 to 2022. He has been with Saga for 11 years and has been in the broadcasting industry since 1986. 22 Table of Contents
The FCC has adopted rules that require the broadcast of a specific disclosure at the time of broadcast if material aired pursuant to a lease of time on a station has been sponsored, paid for, or furnished by a foreign governmental entity.
The FCC has adopted rules that require the broadcast of a specific disclosure at the time of broadcast if the material aired pursuant to a “lease” (a discreet block of time, e.g ., a time brokerage agreement) has been paid for, or furnished by a foreign government entity.
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.
The OMB has not yet acted on the FCC’s request for approval. The Company cannot predict whether such new rules will become effective, and if so, the form they might take. 16 Table of Contents Other FCC Requirements . Low Power FM Radio.
This would allow stations to operate with different power levels on the upper and lower digital sidebands, as a way to facilitate greater digital FM radio coverage without interfering with adjacent channel FM stations.
This would allow stations to operate with different power levels on the upper and lower digital sidebands, as a way to facilitate greater digital FM radio coverage without interfering with adjacent channel FM stations. A petition for reconsideration of the Order is pending. The Company cannot predict whether the proposed rules will be adopted.
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.
If the Company were not to certify that its stations provide local programming, actions on its applications to acquire new facilities might be deferred until applications containing such certifications had been earlier processed. However, there is some risk in certifying since competitors or members of the public might file adverse petitions challenging the accuracy of such certifications.
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.
He has been with Saga for over 20 years. Mr. Bush was promoted to Executive Vice President in September 2024 and has been Chief Financial Officer and Treasurer since September 1997. Mr. Bush was Senior Vice President from 2002 to 2024 and he was Vice President from 1997 to 2002.
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.
From 1988 to 1997 he held various positions with the Media Finance Group at AT&T Capital Corporation, including senior vice president. Ms. 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.
Senate, a Bill, S.1669 bill would require the Department of Transportation to issue a rule that requires all new motor vehicles to have devices that can access AM broadcast stations installed as standard equipment. The Company cannot predict whether the bill will be enacted into law.
Senate, in the 118 th Congress, a Bill, S.1669 bill would have required the Department of Transportation to issue a rule requiring all new motor vehicles to have devices that can access AM broadcast stations installed as standard equipment, but Congress adjourned before the Bill could be acted upon. As noted above, the Company is licensee of AM radio stations.
On February 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 .
On February 22, 2024, the FCC released its Fourth R&O, Order on Reconsideration, and Second Further Notice of Rulemaking, FCC 24-18, reinstating the filing of Form 395-B. The requirement to submit the form remains suspended.
Other media, including broadcast television and/or radio (as applicable), cable television, newspapers, magazines, direct mail, the Internet, coupons and billboard advertising, also compete with us for advertising revenues.
By building a strong listener base comprised of a specific demographic group in each of our markets, we are able to attract advertisers seeking to reach these listeners. Other media, including broadcast television and/or radio (as applicable), cable television, newspapers, magazines, direct mail, the Internet, coupons and billboard advertising, also compete with us for advertising revenues.
Gross national political revenue is included in these numbers. Competition Radio broadcasting is a highly competitive business. Our stations compete for listeners and advertising revenues directly with other radio stations, as well as other media, within their markets.
Competition Radio broadcasting is a highly competitive business. Our stations compete for listeners and advertising revenues directly with other radio stations, as well as other media, within their markets. Our radio stations compete for listeners primarily on the basis of program content and by employing on-air talent which appeals to a particular demographic group.
No firm date has been established for initiation of this rule-making proceeding. New rules could restrict the Company’s ability to acquire additional radio and television stations in some markets. The Court and FCC proceedings are ongoing and we cannot predict what action, if any, the Court or the FCC may take to further modify its rules.
No firm date has been established for initiation of this rule-making proceeding. New rules could restrict the Company’s ability to acquire additional radio and television stations in some markets. On January 20, 2025, President Donald Trump was inaugurated and signed numerous Executive Orders, some of which could affect the FCC.
As announced in an NPRM released June 21, 2019 (MB Docket No. 19-177), the FCC is reviewing the EEO rules. In the NPRM, the FCC seeks comment on its track record on EEO enforcement, whether the agency should make improvements to EEO compliance and enforcement, and invites comment on its audit program.
In an NPRM (MB Docket No. 19-177), the FCC sought comment on its track record on EEO enforcement, whether the agency should make improvements to EEO compliance and enforcement, and invited comment on its audit program. The U.S. Court of Appeals for the D.C. Circuit ( MD/DC/DE Broadcasters Association v.
Removed
Our radio stations compete for listeners primarily on the basis of program content and by employing on-air talent which appeals to a particular demographic group. By building a strong listener base comprised of a specific demographic group in each of our markets, we are able to attract advertisers seeking to reach these listeners.
Added
Three parties filed Petitions for Review of the FCC’s R&O in the Fifth, Eighth, and Eleventh U. S. Circuit Courts of Appeal. Before completing the 2018 Quadrennial Review , on December 22, 2022, the FCC released a Public Notice (DA 22-1364) commencing the 2022 Quadrennial Review and began accepting comments and reply comments .
Removed
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.
Added
The Company cannot predict whatever action the Courts may take with respect to the R&O or the FCC may take with respect to the 2022 Quadrennial Review .
Removed
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
Revisions occurring as a result of the change of Administration, the Courts and FCC proceedings are ongoing and we cannot predict what action, if any, Administration, the Courts or the FCC may take to further modify the FCC rules.
Removed
In a Further NPRM (MB Docket No. 98-204), released July 23, 2021, the FCC sought to refresh the existing record regarding the statutorily mandated collection of data on the FCC Form 395-B, as contemplated by the Act.
Added
“Payola” is the unreported payment to—or acceptance by—employees of broadcast stations, program producers, or program suppliers of any valuable consideration to achieve airplay for any programming.
Removed
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.
Added
On February 6, 2025, the FCC’s Enforcement Bureau released an “Enforcement Advisory,” Covert Manipulation of Radio Airplay Based on Artist Participation in Promotions or Events Violates FCC Payola Rules , which reminded broadcast licensees that a practice known as payola is not only a violation of the United States Criminal Code, but may also subject broadcasters to sanctions under the Communications Act.
Removed
Consistent with the Communications Act and the FCC’s sponsorship identification rules, the Company’s stations are required to disclose political programming or programming involving the discussion of a controversial issue if such programming is provided by a foreign governmental entity for free, or for nominal compensation, as an inducement to air.
Added
The “Enforcement Advisory” addresses payola in connection with the covert manipulation of radio airplay by a broadcast station licensee or broadcast station personnel based on an artist’s agreement to participate in a broadcast station’s promotion or event, sometimes without receiving any compensation or expense reimbursement for the appearance. The Company does not engage in such prohibited conduct.
Removed
The rule requires the Company to exercise reasonable diligence (and obtain certifications from lessees) to ascertain whether the foreign sponsorship disclosure requirements apply at the time of the lease agreement and at any renewal thereof. A station must place in its OPIF on a quarterly basis certain information if the station broadcasts such foreign-sponsored programming.
Added
The Communications Act requires those persons who have paid, accepted, or agreed to pay or accept such consideration to report that fact to the station licensee before the involved matter is broadcast.
Removed
On October 6, 2022, the FCC released a Second NPRM, seeking comment on establishing a requirement that licensees require a lessee to use a specific certification form to disclose whether a lessee is or is not a foreign governmental entity and whether it knows of any entity or individual further back in the programming production or distribution chain that qualifies as a foreign governmental entity.
Added
In turn, the Communications Act requires the licensee to announce that the matter contained in the program is paid for, and to disclose the identity of the person furnishing the consideration. The Company complies with these requirements. There are other examples of FCC enforcement action for violation of the sponsorship identification requirements.
Removed
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
The FCC is seeking comment on the proposal and the Company cannot predict whether such rules will be adopted and become effective.
Removed
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.
Added
In an NPRM, Disclosure and Transparency of Artificial Intelligence-Generated Content in Political Advertisements, MB Docket No. 24-211, released July 25, 2024, the FCC proposed to require radio stations (among other FCC licensees and regulatees) to provide an on-air announcement for all political ads that include Artificial Intelligence (“AI”) generated content disclosing the use of such content in the ad.
Removed
(Other PROs could be formed, which could increase the royalties we pay.) Periodically, bills have been introduced in Congress, that if passed, would have required the Company to pay additional fees to an organization called MusicFirst which would distribute the money to other entities.
Added
The FCC also proposes to require these licensees to include a notice in their OPIFs for all political ads that include AI-generated content disclosing that the ad contains such content.
Removed
Efforts continue by certain organizations to persuade Congress to enact a law that would require such payments. Periodically, bills have been introduced in Congress that, if adopted, would require the Company to pay additional fees to one or more organizations that would distribute the money to performers or other entities.
Added
On May 9, 2024, the Texas Association of Broadcasters filed a Petition for Review of the Fourth R&O in the Fifth Circuit Court of Appeals (Case No. 60226). Petitions for Review have also been filed by the American Family Association and National Religious Broadcasters.
Removed
The American Music Fairness Act was introduced on February 2, 2023, in both the Senate and House of Representatives (118 th Congress). (A similar Bill died in the 117 th Congress.) The Act would require radio stations to have an additional license to publicly perform certain sound recordings.
Added
On January 20, 2025, President Trump issued Executive Orders: (1) Defending Women from Gender Extremism and Restoring Biological Truth to the Federal Government and (2) Ending Illegal Discrimination and Restoring Merit-Based Opportunity . On January 24, 2025, Counsel for the 15 Table of Contents Petitioners filed with the Court a “Rule 28(j) Letter” advising the Court of these Executive Orders.
Removed
The Copyright Royalty Board would periodically determine the royalty rates for such a license. Terrestrial broadcast stations, and the owners of such stations, that fall below certain revenue thresholds would pay certain flat fees, instead of the board-established rate, for a license. In late 2018, Congress passed the “Music Modernization Act” which was signed into law by the President.
Added
Oral argument was held before the Court. At the argument, the FCC conceded that the inclusion in the form of a “non-binary” gender category could no longer be defended based on the President’s Executive Order that the federal government will recognize only two genders.
Removed
In an NPRM, Resilient Networks; Amendments to Part 4 of the Commission’s Rules Concerning Disruptions to Communications; New Part 4 of the Commission’s Rules Concerning Disruptions to Communications , 36 FCC Rcd 14802 (2021), the FCC sought comment on measures to help ensure that communications services remain operational when disasters strike.
Added
Because the FCC is currently deadlocked with two Republican and two Democrat Commissioners, the FCC cannot reverse the form’s reinstatement of Form 395-B. The Company cannot predict whether the requirement to file the form will be made effective or the impact of the reinstated form on the Company or its operations. ​ Time Brokerage Agreements .
Removed
The NPRM asks whether the FCC should adopt rules making participation in the DIRS and NORS mandatory. On January 4, 2024, the FCC made public a proposed “Second Further NPRM” to inquire whether to require TV and radio broadcasters, satellite providers, and broadband Internet access service providers to report in NORS and/or DIRS.
Added
On June 10, 2024, the FCC released its Second R&O revising its previous requirements setting forth procedures for exercising reasonable diligence to determine whether such a disclosure is needed. The FCC addressed a ruling by the U.S.
Added
Court of Appeals for the District of Columbia Circuit that vacated one of the foreign sponsorship identification requirements established in a previous R&O .
Added
In its Second R&O , the FCC stated that its foreign sponsorship identification rules apply to leases of time including issue advertisements and paid public service announcements, but do not apply to sales of advertising for commercial goods and/or political candidate advertisements .
Added
When a lessee and station licensee enter into recurring leases for the same programming, the station licensee will be required to exercise its reasonable diligence obligations under the rule only once per year with respect to that particular lessee and that particular programming.

… 10 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

20 edited+19 added−1 removed82 unchanged
Biggest changeThe 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.
Biggest changeThe 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.
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.
Additionally, many of our customers, business partners, and suppliers may be subject to similar expectations, which may augment or create additional risks, including risks that may not be known to us. ​ Risks Related to Technology and Cybersecurity ​ 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.
We believe that cash flows from operations will be sufficient to meet any debt service requirements for interest and scheduled payments of principal under the credit facility in the future.
We believe that cash flows from operations will be sufficient to meet our debt service requirements for interest and scheduled payments of principal under the credit facility in the future.
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.
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.
Our Debt Covenants Restrict our Financial and Operational Flexibility Our credit facility contains a number of financial covenants which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.
Our Debt Covenants Restrict our Financial and Operational Flexibility Our credit facility contains a number of financial covenants which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, 25 Table of Contents dividends, distributions, guarantees, liens and encumbrances.
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.
Those Class A Shares have the same voting rights as all other Class A Shares, and the estate has approximately 14.6% 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.
Forgy, which terminate on December 7, 2025, and certain other key personnel, including on-air personalities, we cannot be sure that such key personnel will remain with us. We can give no assurance that all or any of these employees will remain with us or will retain their audiences.
Forgy, which terminate on December 6, 2029, and certain other key personnel, including on-air personalities, we cannot be sure that such key personnel will remain with us. We can give no assurance that all or any of these employees will remain with us or will retain their audiences.
If we borrow in the future, our leverage could make us vulnerable to an increase in interest rates, particularly related to the Secured Overnight Financing Rate (“SOFR”) as outlined in our new credit facility amendment, a downturn in our operating performance, or a decline in general economic conditions.
Our leverage could make us vulnerable to an increase in interest rates, particularly related to the Secured Overnight Financing Rate (“SOFR”) as outlined in our new credit facility amendment, a downturn in our operating performance, or a decline in general economic conditions.
If interest rates increase, our debt service obligations on the variable-rate indebtedness would increase and our net loss would increase, even though the amount borrowed under the facility remained the same. As of December 31, 2022, we had no outstanding variable-rate debt.
If interest rates increase, our debt service obligations on the variable-rate indebtedness would increase and our net loss would increase, even though the amount borrowed under the facility remained the same. As of December 31, 2024, we had $5,000,000 outstanding variable-rate debt.
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.
Risks Related to Regulation of Our Business Future Impairment of our FCC Broadcasting Licenses Could Affect our Operating Results As of December 31, 2024, our FCC broadcasting licenses represented 41% of our total assets.
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.
We Depend on Key Stations Historically our top five markets when combined represented 36% and 37% of our net operating revenue for the years ended December 31, 2024, and 2023, respectively.
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.
Effective January 15, 2024, the maximum forfeiture penalty (after 2024 annual inflation adjustment) for an indecency violation is $508,373 per incident and $4,692,668 for a continuing violation arising from a single act or failure to act.
Investors should be aware that they could experience short-term volatility in our stock if such shareholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time.
Investors should be aware that they could experience short-term volatility in our stock if such shareholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time. Our management has identified certain internal control deficiencies, which management believes constitute material weaknesses.
Any delays, injunctions, conditions or modifications by any of these federal agencies could have a negative effect on us and result in the abandonment of all or part of otherwise attractive acquisition opportunities. We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any acquisitions.
Any delays, injunctions, conditions or modifications by any of these federal agencies could have a negative effect on us and result in the abandonment of all or part of otherwise attractive acquisition opportunities.
However, if and to the extent we borrow in the future, an unfavorable movement in interest rates, primarily SOFR, could result in higher interest expense and cash payments for us.
An unfavorable movement in interest rates, primarily SOFR, could result in higher interest expense and cash payments for us.
Certain of our acquisitions may prove unprofitable and fail to generate anticipated cash flows. In addition, the success of any completed acquisition will depend on our ability to effectively integrate the acquired stations.
We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any acquisitions. 26 Table of Contents Certain of our acquisitions may prove unprofitable and fail to generate anticipated cash flows. In addition, the success of any completed acquisition will depend on our ability to effectively integrate the acquired stations.
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.
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. The proposed legislation would add an additional layer of royalties to be paid directly to the record labels and artists.
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.
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. 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.
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.
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.
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.
We have previously borrowed and may borrow to finance acquisitions and for other corporate purposes. Because of our indebtedness, a portion of our cash flow from operations is required for debt service.
Removed
The proposed legislation would add an additional layer of royalties to be paid directly to the record labels and artists.
Added
The US government has recently indicated its intent to adopt a new approach to trade policy including initiating or considering the imposition of tariffs on certain foreign goods. Changes in US trade policy could result in one or more of US trading partners adopting responsive trade policies making it more difficult or costly for US exports to those countries.
Added
These measures could also result in increased inflation and reduced US real gross domestic product and otherwise adversely impact the US economy.
Added
While tariffs have not had a material impact on our business, financial condition or results of operations to date, we cannot predict future trade policy or the terms of any new tariffs and retaliatory measures and their impact on our business.
Added
The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade policies has the potential to adversely impact the US and global economy and our customers’ businesses.
Added
This in turn could adversely impact our business, financial condition and results of operations due to our customer’s reduction in advertising spending as their businesses are negatively impacted by a decline in the US economy. Risks Related to Our Financing We May Have Substantial Indebtedness and Debt Service Requirements At December 31, 2024, our long-term debt was approximately $5,000,000.
Added
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.
Added
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. These royalties are paid through ASCAP, BMI, SESAC, GMR and Sound Exchange.
Added
Our failure to establish and maintain an effective system of internal controls could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case, our shareholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our common stock .
Added
We review and update our internal controls, disclosure controls and procedures, and corporate governance policies as our Company continues to evolve.
Added
In addition, we are required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“ SOX ”) and management is required to report annually on our internal control over financial reporting.
Added
Our management’s evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2024 concluded that the Company has the following material weakness in its internal control over financial reporting: (i) Ineffective Controls over Broadcast Revenue Reconciliations – a lack of effectively designed and implemented monitoring controls over recorded broadcast revenue combined with a lack of segregation of duties within the Traffic Management system that did not restrict users’ or monitor access privileges commensurate with their assigned authority and responsibility; and (ii) Ineffective Controls over Digital Revenue Reconciliations – a lack of effectively designed and implemented monitoring controls over recorded digital revenue, including procedures over the retention of documentation to ensure existence, completeness and accuracy of data used to support accounts related to revenue and accounts receivable in the financial statement close process. 30 Table of Contents These ineffective controls, individually or in the aggregate, could result in misstatements of accounts or disclosures that would results in a material misstatement of the interim or annual Consolidated Financial Statements that would not be prevented or detected.
Added
Such shortcomings could have an adverse effect on our business and financial results. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met.
Added
Any failure or circumvention of the controls and procedures or failure to comply with regulation concerning control and procedures could have a material effect on our business, results of operations and financial condition.
Added
Any of these events could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively affect the market price of our shares, increase the volatility of our stock price and adversely affect our ability to raise additional funding.
Added
The effect of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board and as executive officers. The Company is planning to take steps to remediate this material weakness.
Added
However, we cannot assure you that any of the measures we implement to remedy any such deficiencies will effectively mitigate or remedy such deficiencies. ​ Our business could be negatively affected as a result of shareholder activism. ​ Shareholder activism, which could take many forms or arise in a variety of situations, including making public demands that we consider certain strategic alternatives for the Company, engaging in public campaigns to attempt to influence our corporate governance and/or our management, and commencing proxy contests to attempt to elect the activists' representatives or others to our Board, has increased in recent years.
Added
While the Company welcomes shareholders' constructive input, the Company could be negatively affected as a result of shareholder activism, which could cause the Company to incur substantial costs and divert our attention and resources from our business and our ability to execute our strategic plans.
Added
Additionally, such shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with our associates, customers, service providers or other vendors and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant fees and other expenses related to activist shareholder matters, including for third-party advisors.
Added
Our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any shareholder activism. The Company has been, and may continue to be, the subject of shareholder activism, and it is subject to the risks associated therewith.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+0 added−0 removed12 unchanged
Biggest changeFor additional information concerning cybersecurity risks we face, see Item lA Risk Factors - Information Technology and Cybersecurity Failures or Data Security Breaches Could Harm Our Business. Governance Cybersecurity and risks related to our information technology and other computer resources are an important focus of our Board of Directors' risk oversight.
Biggest changeFor a description and additional information concerning material cybersecurity risks we face, see Item lA Risk Factors - Information Technology and Cybersecurity Failures or Data Security Breaches Could Harm Our Business. Governance Cybersecurity and risks related to our information technology and other computer resources are an important focus of our Board of Directors' risk oversight.
The full Board also receives briefings from management on our cyber risk management program. The CTO is responsible for managing our information security team to ensure they are assessing and managing cybersecurity risks in accordance with our processes and procedures. Our CTO has approximately 25 years' experience managing enterprise information technology systems.
The full Board also receives briefings from management on our cyber risk management program. The CTO is responsible for managing our information security team to ensure they are assessing and managing cybersecurity risks in accordance with our processes and procedures. Our CTO has over 25 years' experience managing enterprise information technology systems.
The types of properties required to support each of our stations include offices, studios, and transmitter and antenna sites. A station’s studios are generally housed with its offices in business districts. The transmitter sites and antenna sites are generally located so as to provide maximum market coverage for our stations’ broadcast signals.
The types of properties required to support each of our stations include offices, studios, and transmitter and antenna sites. A station’s studios are generally housed 32 Table of Contents with its offices in business districts. The transmitter sites and antenna sites are generally located so as to provide maximum market coverage for our stations’ broadcast signals.
Depending on the severity and impact of a cybersecurity threat, members of our senior management team and Board of Directors are notified of an incident and kept informed of the mitigation and remediation of the incident. 31 Table of Contents Item 2 . Properties Our corporate headquarters is located in Grosse Pointe Farms, Michigan.
Depending on the severity and impact of a cybersecurity threat, members of our senior management team and Board of Directors are notified of an incident and kept informed of the mitigation and remediation of the incident. Item 2 . Properties Our corporate headquarters is located in Grosse Pointe Farms, Michigan.
We own or lease our transmitter and antenna sites, with lease terms that expire in 1 year to 67 years. We do not anticipate any difficulties in renewing those leases that expire within the next five years or in leasing other space, if required. No one property is material to our overall operations.
We own or lease our transmitter and antenna sites, with lease terms that expire in less than 1 year to 66 years. We do not anticipate any difficulties in renewing those leases that expire within the next five years or in leasing other space, if required. No one property is material to our overall operations.
As of December 31, 2023, the studios and offices of 25 of our 28 operating locations, including our corporate headquarters in Michigan, are located in facilities we own. The remaining studios and offices are located in leased facilities with lease terms that expire in 1.7 years to 8.0 years.
As of December 31, 2024, the studios and offices of 25 of our 28 operating locations, including our corporate headquarters in Michigan, are located in facilities we own. The remaining studios and offices are located in leased facilities with lease terms that expire in 3.7 years to 6.9 years.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged
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
Biggest changeItem 4. Mine Safety Disclosures 33 ​ PART II ​ Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 33 Item 6. [Reserved] 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+0 added−2 removed3 unchanged
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.
Biggest changeDividends During 2024, the Company’s Board of Directors has declared four quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends, totaling $1.60 per share and approximately $10.0 million were paid during 2024. During 2023, the Company’s Board of Directors declared four quarterly cash dividends and one special dividend on its Class A Common Stock.
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.
Issuer Purchases of Equity Securities The following table summarizes our repurchases of our Class A Common Stock during the three months ended December 31, 2024.
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.
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 33 Table of Contents returns to shareholders, and continuing to grow the Company through strategic acquisitions. The Company may also declare special dividends and implement stock buybacks in future periods.
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.
As of March 25, 2025, there were approximately 175 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 5, 2024 as reported by the NASDAQ was $23.39.
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 25, 2025 as reported by the NASDAQ was $12.55.
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.
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.
In December 2022, the Board of Directors adopted a new variable dividend policy for the allocation of cash flows aligned with the Company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the Company through strategic acquisitions.
These dividends, totaling $3.00 per share and approximately $18.6 million were accrued or paid during 2023. In December 2022, the Board of Directors adopted a new variable dividend policy for the allocation of cash flows aligned with the Company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the Company through strategic acquisitions.
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.
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, 2024 ​ — ​ $ — ​ — ​ $ 17,965,746 November 1 - November 30, 2024 ​ 8,034 ​ $ 13.99 ​ — ​ $ 17,853,350 December 1 - December 31, 2024 ​ 13,116 ​ $ 12.73 ​ — ​ $ 17,686,383 Total 21,150 ​ $ — — ​ $ 17,686,383 (1) All shares were purchased other than through a publicly announced plan or program.
Removed
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.
Removed
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.

Item 7. Management's Discussion & Analysis

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

49 edited+23 added−53 removed31 unchanged
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%.
Biggest changeConsolidated Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 vs. 2023 ​ ​ ​ Years Ended December 31, $ Increase ​ % Increase ​ ​ 2024 2023 (Decrease) (Decrease) ​ ​ (In thousands, except %’s and per share information) ​ Net operating revenue $ 112,919 $ 115,504 $ (2,585) (2.2) % Station operating expense ​ 96,905 ​ 92,930 ​ 3,975 4.3 % Corporate general and administrative ​ 12,611 ​ 10,966 ​ 1,645 15.0 % Other operating expense (income), net ​ 1,048 ​ 120 ​ 928 N/M ​ Operating income ​ 2,355 ​ 11,488 ​ (9,133) (79.5) % Interest expense ​ 348 ​ 173 ​ 175 101.2 % Interest income ​ (1,047) ​ (1,441) ​ 394 N/M ​ Other income ​ (1,516) ​ (119) ​ (1,397) N/M ​ Income before income tax expense ​ 4,570 ​ 12,875 ​ (8,305) (64.5) % Income tax provision ​ 1,110 ​ 3,375 ​ (2,265) (67.1) % Net income ​ $ 3,460 ​ $ 9,500 ​ $ (6,040) (63.6) % ​ ​ ​ ​ ​ Earnings per share (diluted) ​ $ 0.55 ​ $ 1.55 ​ $ (1.00) (64.5) % ​ N/M = Not Meaningful ​ 38 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 For the year ended December 31, 2024, consolidated net operating revenue was $112,919,000 compared with $115,504,000 for the year ended December 31, 2023, a decrease of $2,585,000 or 2.2%.
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.
The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 31, 2024) 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 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 serve twenty-eight 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.
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.
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. Our radio stations employ a variety of programming formats.
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.
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. We review acquisition opportunities on an ongoing basis.
Corporate general and administrative expenses, interest expense, write-off debt issuance costs, other (income) expense, and income tax provision are managed on a consolidated basis. The discussion of our operating performance focuses on station operating income because we manage our stations primarily on station operating income. Operating performance is evaluated for each individual market.
Corporate general and administrative expenses, interest expense, interest income, other (income) expense, and income tax provision are managed on a consolidated basis. The discussion of our operating performance focuses on station operating income because we manage our stations primarily on station operating income. Operating performance is evaluated for each individual market.
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.
Our capital expenditures, exclusive of acquisitions, for the year ended December 31, 2024 were $3,767,000 ($4,356,000 in 2023). We anticipate capital expenditures in 2025 to be approximately $4.0 million to $4.5 million, which we expect to finance through funds generated from operations.
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.
There was no impairment of broadcast licenses or goodwill in 2024 or 2023. ​ 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.
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.
In February 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, 2024, we have repurchased 2.2 million shares of our Class A Common Stock for $58.1 million.
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%.
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 (4.49% at December 31, 2024), plus 1% to 2% or the base rate plus 0% to 1%.
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.
During the year ended December 31, 2024, approximately 21,865 shares were retained for payment of withholding taxes for $290,344 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.
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 station operating income represented by each of these markets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage of Consolidated ​ ​ ​ Station Operating Income(*) ​ ​ ​ for the Years Ended ​ ​ ​ December 31, ​ ​ 2024 2023 Market: ​ Charleston, South Carolina ​ 7 % 5 % Columbus, Ohio ​ 5 % 10 % Des Moines, Iowa ​ 3 % 4 % Milwaukee, Wisconsin ​ 17 % 12 % Norfolk, Virginia ​ 5 % 9 % (*) Operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets.
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.
We had approximately $45 million and $50 million unused borrowing capacity under the Revolving Credit Facility at December 31, 2024 and 2023, respectively. ​ 40 Table of Contents Sources and Uses of Cash During the years ended December 31, 2024 and 2023, we had net cash flows from operating activities of $13,772,000 and $15,379,000, respectively.
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.
The decrease in our income tax expense is due to lower income before income tax expense for the comparable period. ​ 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.
Results of Operations The following tables summarize our results of operations for the three years ended December 31, 2023, 2022 and 2021.
Results of Operations The following tables summarize our results of operations for the two years ended years ended December 31, 2024 and 2023.
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.
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.
The decrease in net income is due to the decrease of operating income, described above, an increase income taxes of $540,000, offset by a decrease in interest expense of $154,000, an increase in interest income of $394,000 and an increase in other income of $18,000.
The decrease in net income is due to the decrease of operating income, described above, an increase in interest expense of $175,000, and a decrease in interest income of $394,000 partially offset by an increase in other income of $1,397,000 and a decrease in income taxes of $2,265,000.
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.
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.
During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations are increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired station or group of stations.
During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations are increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired station or group of stations. 36 Table of Contents The number of advertisements that can be broadcast without jeopardizing listening levels (and the resulting ratings) is limited in part by the format of a particular radio station.
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.
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, subject to certain purchase price adjustments.
The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services. These new technologies and media are gaining advertising share against radio and other traditional media. We are continuing to expand our digital initiative to provide a seamless experience across multiple platforms.
The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services. These new technologies and media are gaining advertising share against radio and other traditional media.
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.
We generated net income of $3,460,000 ($0.55 per share on a fully diluted basis) during the year ended December 31, 2024, compared to $9,500,000 ($1.55 per share on a fully diluted basis) for the year ended December 31, 2023, a decrease of $6,040,000.
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.
Broadcast Licenses and Goodwill: As of December 31, 2024, we have recorded approximately $91,497,000 in broadcast licenses and $19,229,000 in goodwill, which represents 50% of our total assets.
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 operating income for the year ended December 31, 2024 of $2,355,000 compared to $11,488,000 for the year ended December 31, 2023, a decrease of $9,133,000.
The decrease was a result of the increase in net operating revenue partially offset by the increase in station operating expense, described above, a decrease in other operating (income) expense of $21,000 offset by an increase in our corporate general and administrative expenses of $4,260,000 or 42.4%.
The decrease was a result of the decrease in net operating revenue and the increase in station operating expense, described above, combined with an increase in our corporate general and administrative expenses of $1,645,000 and an increase in other operating expense of $928,000.
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.
An adverse change in any of these radio markets or relative market position in those markets could have a significant impact on our operating results as a whole. ​ 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, ​ ​ 2024 2023 Market: Charleston, South Carolina 6 % 6 % Columbus, Ohio 8 % 9 % Des Moines, Iowa 5 % 5 % Milwaukee, Wisconsin 12 % 11 % Norfolk, Virginia 5 % 6 % 37 Table of Contents During the years ended December 31, 2024 and 2023, the radio stations in our five largest markets when combined, represented approximately 37% and 40%, respectively, of our consolidated station operating income.
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.
In 2024, we recorded a loss on the sale of fixed assets and intangible assets of $1,048,000 compared to a loss on the sale of fixed assets of $120,000 in 2023.
We had no debt outstanding at December 31, 2022 or December 31, 2023.
We had $5,000,000 debt outstanding at December 31, 2024 and no debt outstanding at December 31, 2023.
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.
Our Radio Station’s get the advertiser wanted and our digital platform gets the advertiser found and chosen. ​ During the years ended December 31, 2024 and 2023, our Charleston, South Carolina; Columbus, Ohio; Des Moines, Iowa; Milwaukee, Wisconsin; and Norfolk, Virginia markets, when combined, represented approximately 36% and 37%, respectively, of our consolidated net operating revenue.
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.
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.
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.
For illustrative purposes only, if the discount rate increased by 1.0%, the estimated fair value of our goodwill would only exceed our carrying value by 13%. ​ 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.
The number of advertisements that can be broadcast without jeopardizing listening levels (and the resulting ratings) is limited in part by the format of a particular radio station. Our stations strive to maximize revenue by constantly managing the number of commercials available for sale and by adjusting prices based upon local market conditions and ratings.
Our stations strive to maximize revenue by constantly managing the number of commercials available for sale and by adjusting prices based upon local market conditions and ratings.
At December 31, 2022, we had 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. During 2023, we used the proceeds from our U.S. Treasury Bills to purchase additional U.S. Treasury Bills when they were up for redemption at various times through the year.
During 2024, we used the proceeds from our U.S. Treasury Bills to purchase additional U.S. Treasury Bills when they were up for redemption at various times through the year. We redeemed $21.7 million in U.S. Treasury Bills and purchased an additional $19.7 million in U.S. Treasury Bills. At December 2024, we have recorded $8.9 million of held-to-maturity U.S.
In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Purchase Accounting: We account for our acquisitions under the purchase method of accounting. The total cost of acquisitions is allocated to the underlying net assets, based on their respective estimated fair values as of the acquisition date.
We evaluate estimates used in preparation of our financial statements on a continual basis, including estimates related to the following: Purchase Accounting: We account for our acquisitions under the purchase method of accounting. The total cost of acquisitions is allocated to the underlying net assets, based on their respective estimated fair values as of the acquisition 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.
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.
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.
Our gross political revenue for the years ended December 31, 2024 and 2023 was $3,263,000 and $944,000, respectively. We expect political revenue in 2025 to decrease from 2024 levels as a result of less elections in 2025 at the local, state and national levels.
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.
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.
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.
Deferred tax assets are reduced by valuation 42 Table of Contents allowances if the Company believes it is more than likely than not that some portion or the entire asset will not be realized. ​ 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.
We anticipate that the above contractual cash obligations will be financed through funds generated from operations or additional borrowings under our Credit Facility, or a combination thereof. ​ Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates, judgments and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures and contingencies.
However, there can be no assurances that any such financing will be available on acceptable terms, if at all. ​ ​ 41 Table of Contents Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates, judgments and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures and contingencies.
Station operating expense was $87,537,000 for the year ended December 31, 2022, compared with $83,245,000 for the year ended December 31, 2021, an increase of $4,292,000 or 5.2%.
Station operating expense was $96,905,000 for the year ended December 31, 2024, compared with $92,930,000 for the year ended December 31, 2023, an increase of $3,975,000 or 4.3%.
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.
The decrease in same station revenue in 2024 was due to decreases in gross local revenues of $8,868,000 partially offset by increases in gross political revenue of $2,308,000 and gross interactive or digital revenue of $1,745,000 and a decrease in agency commission of $439,000 from 2023.
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.
The most significant decreases in gross local revenue occurred in our Clarksville, Tennessee; Columbus, Ohio; Des Moines, Iowa; and Milwaukee, Wisconsin; markets partially offset by increases at our Asheville, North Carolina and Charlottesville, Virginia. The decrease in our agency commissions is due to the decrease in local agency revenue.
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.
These dividends, totaling $1.60 per share and approximately $10.0 million were paid during 2024. During 2023, the Company’s Board of Directors declared four quarterly cash dividends and one special dividend on its Class A Common Stock. These dividends, totaling $3.00 per share and approximately $18.6 million were accrued or paid during 2023.
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.
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 2024 due to the increased number of national, state, and local elections in most of our markets as compared to 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.
Treasury Bills at amortized cost basis that have a fair market value of $8.9 million. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from March 2025 to June 2025.
The increase in operating expenses was primarily a result of increases in sales survey expenses, compensation related expenses, commission expense, bad debt expenses, barter expenses, music licensing fees, utilities, merchant account fees, and promotional expenses of $1,407,000, $965,000, $840,000, $352,000, $346,000, $311,000, $286,000, $153,000 and $113,000, respectively, partially offset by decreases in healthcare costs of $530,000 from 2021.
The increase in same station operating expenses was primarily a result of increases in compensation-related expenses, bad debt expenses, interactive fulfillment and content expenses, sales rating survey expenses and advertising and promotion expenses of $1,061,000, $582,000, $283,000, $249,000, and $135,000, respectively, partially offset by decreases in music licensing expenses and barter expenses of $120,000 and $103,000, respectively from 2023.
The most significant increases in gross local revenue and in agency commissions occurred in our Asheville, North Carolina; Charleston, South Carolina; Ithaca, New York; and Manchester, New Hampshire markets. The gross political revenue increased due to an increase in the number of national, state and local elections.
The gross political revenue increased due to an increase in the number of national, state and local elections. The increase in gross interactive results is primarily due to an increase in our streaming and website advertising revenue.
The decrease in interest expense is due to no longer having any debt outstanding, after paying off the remaining balance in the fourth quarter of 2021. The increase in interest income is related to our short-term investments as described in footnote 1 (Summary of Significant Accounting Policies).
The increase in interest expense is due to an increase in debt outstanding. The decrease in interest income is related to the decrease in the amount of short-term investment accounts.
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
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Removed
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.
Added
Revision of Previously Issued Consolidated Financial Statements In connection with our review of certain digital expenses, we noted we had previously reported revenue net of expenses to third-party providers under the agent treatment, when in fact we were operating as the principal and should have been reporting the gross revenue and the expenses as part of station operating expense.
Removed
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.
Added
As a result, our revenue and station operating expense for the years ended December 31, 2024 and 2023 were understated by approximately $2.6 million and $2.7 million, respectively with no impact on operating income, the provision for income taxes, net income, earnings per share, cash flows or retained earnings.
Removed
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.
Added
In addition, we noted that our quarterly financial data for the first three quarters of the year ended December 31, 2024 and for each quarter of the year ended December 31, 2023 that our revenue and station operating expenses were understated.
Removed
An adverse change in any of these radio markets or relative market position in those markets could have a significant impact on our operating results as a whole.
Added
There was no impact on our Consolidated Balance Sheets as of December 31, 2024 and 2023, to our Consolidated Statements of Stockholders' Equity as of December 31, 2024 and 2023 or to our Consolidated Statement of Cash Flows for the years ended December 31, 2024 and 2023.
Removed
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.
Added
In accordance with Staff Accounting Bulletin ("SAB") No. 99 Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, we evaluated the error as part of our year-end financial reporting process for the year ended December 31, 2024 and took into consideration the impact for the interim periods of the three months ended March 31, 2024, three and six months ended June 30, 2024, three and nine months ended September 30, 2024.
Removed
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%.
Added
We determined that the impact was not material to our results of operations or financial position for any prior annual or interim period.
Removed
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.
Added
Included in our annual reporting on Form 10-K for the year ended December 31, 2024 the impacts to the net revenue and station operating expenses amounts on the Consolidated Statement of Income 35 Table of Contents previously reported for each of the years ended December 31, 2024 and 2023 and interim periods ended March 31, 2024 and 2023, June 30, 2024 and 2023 and September 30, 2024 and 2023 were presented.
Removed
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%.
Added
Adjustments made as a result of and in connection with these revisions are more fully discussed in Note 2, Revisions of Previously Issued Consolidated Financial Statements.
Removed
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.
Added
Our discussion and analysis of financial condition and results of operations have been amended to consider the effects of the revision as it relates to the years ended December 31, 2024 and 2023. ​ Radio Stations Our radio stations’ primary source of revenue is from the sale of advertising for broadcast on our stations.
Removed
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.
Added
For the years ended December 31, 2024 and 2023, approximately 88% and 90%, 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.
Removed
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.
Added
We continue to execute Saga’s digital strategy focused on the consumer as opposed to the product oriented, low margin, high attrition offerings that many third-party providers deliver. There has been a significant increase in digital ad spending. According to eMarketer 2024, excluding political, there was approximately $421 billion spent on advertising in the U.S.
Removed
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.
Added
They estimate digital advertising to be approximately $309 billion of the total spend. The Radio Advertising Bureau recently released a report that radio surpassed the $2 billion mark in digital sales. This represents 0.67% of eMarketer’s estimated digital advertising spend leaving a lot of room for growth.
Removed
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).
Added
Saga’s “Blended Advertising” process focuses on providing our customers with simple digital advertising solutions (SEM, SEO, Targeted Display among others) that are easy to understand and buy in conjunction with radio. These are the same local advertisers that studies show say they trust radio account executives the most for market knowledge and advice but aren’t currently buying digital from us.
Removed
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.
Added
Our digital strategy focuses on the consumer journey as they Click, Visit, Call and Search.
Removed
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%.
Added
We had an increase of approximately $1,760,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $4,345,000 generated by stations we owned or operated for the comparable period in 2023 (“same station”).
Removed
The increase in revenue in 2022 was due to increases in gross local revenue of $2,284,000, gross political revenue of $1,846,000, non-spot revenue of $1,689,000, gross interactive revenue of $1,577,000, and gross barter revenue of $302,000 partially offset by a decrease in gross national revenue of $697,000 and an increase in agency commissions of $598,000 from 2021.

… 45 more changes not shown on this page.

Other SGA 10-K year-over-year comparisons