CMLS 2013.12.31 10K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
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¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 00-24525
Cumulus Media Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | | 36-4159663 |
(State of Incorporation) | | (I.R.S. Employer Identification No.) |
3280 Peachtree Road, N.W.
Suite 2300
Atlanta, GA 30305
(404) 949-0700
(Address, including zip code, and telephone number, including area code, of registrant’s principal offices)
Securities Registered Pursuant to Section 12(b) of the Act:
None
Securities Registered Pursuant to Section 12(g) of the Act:
Class A Common Stock, par value $.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
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Large accelerated filer | | ¨ | Accelerated filer | | þ |
Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of the registrant’s outstanding voting and non-voting common stock held by non-affiliates of the registrant (assuming, solely for the purposes hereof, that all officers and directors (and their respective affiliates), and 10% or greater stockholders of the registrant are affiliates of the registrant, some of whom may not be deemed to be affiliates upon judicial determination) as of June 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $320.9 million.
As of March 3, 2014, the registrant had outstanding 217,649,593 shares of common stock consisting of (i) 213,689,484 shares of Class A common stock; (ii) 3,315,238 shares of Class B common stock; and (iii) 644,871 shares of Class C common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to its 2014 annual meeting of stockholders (the “2014 Proxy Statement”), to be filed with the Securities and Exchange Commission, are incorporated by reference in Part III, Items 10 to 14 of this Annual Report on Form 10-K as indicated herein.
CUMULUS MEDIA INC.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended December 31, 2013
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PART I
Description of Certain Definitions and Data
In this annual report on Form 10-K (this “Form 10-K” or this “Report”) the terms “Company,” “Cumulus,” “we,” “us,” and “our” refer to Cumulus Media Inc. and its consolidated subsidiaries.
We use the term “local marketing agreement” (“LMA”) in this Report. In a typical LMA, the licensee of a radio station makes available, for a fee and reimbursement of its expenses, airtime on its station to a party which supplies programming to be broadcast during that airtime, and collects revenues from advertising aired during such programming. In addition to entering into LMAs, we from time to time enter into management or consulting agreements that provide us with the ability, as contractually specified, to assist current owners in the management of radio station assets, subject to Federal Communications Commission (“FCC”) approval. In such arrangements, we generally receive a contractually specified management fee or consulting fee in exchange for the services provided.
Unless otherwise indicated, as disclosed herein we:
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• | obtained total radio industry listener and revenue levels from the Radio Advertising Bureau; |
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• | derived historical market revenue statistics and market revenue share percentages from data published by Miller Kaplan, Arase & Co., LLP, a public accounting firm that specializes in serving the broadcasting industry and BIA Financial Network, Inc. (“BIA”), a media and telecommunications advisory services firm; and |
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• | derived all audience share data and audience rankings, including ranking by population, except where otherwise stated to the contrary, from surveys of people ages 12 and over, listening Monday through Sunday, 6 a.m. to 12 midnight, and based on the Nielsen Audio Market Report. |
Company Overview
We own and operate commercial radio station clusters throughout the United States. We believe we are the largest pure-play radio broadcaster in the United States based on number of stations owned and operated. At December 31, 2013, we owned or operated approximately 450 radio stations (including under LMAs) in 93 United States media markets and operated a fully distributed programming network serving more than 10,000 affiliates nationwide, which contains a portfolio of iconic media, sports and entertainment brands. At December 31, 2013, under LMAs, we provided sales and marketing services for 7 radio stations in the United States.
We believe that we have created a leading radio broadcasting company and a true national platform with an opportunity to further leverage and expand upon our strengths, market presence and programming. Specifically, we have an extensive radio station portfolio, including a presence in eight of the top 10 markets, and broad diversity in format, listener base, geography, advertiser base and revenue stream, designed to reduce our dependence on any single demographic, region or industry. Our nationwide radio network platforms generates premium content distributable through both broadcast and digital platforms. Our scale allows larger, significant investments in the local digital media marketplace enabling us to leverage our local digital platforms and strategies, including our social commerce initiatives across additional markets. We believe our national platform perspective will allow us to optimize our available advertising inventory while providing holistic and comprehensive solutions for our customers.
We are a Delaware corporation, organized in 2002, and successor by merger to an Illinois corporation with the same name that had been organized in 1997.
Strategic Overview
Our initial historical strategic focus was on mid-sized radio markets in the United States, as we believed that the attractive operating characteristics of mid-sized markets, together with the relaxation of radio station ownership limits under the Telecommunications Act of 1996 (the “Telecom Act”) and FCC rules, created significant opportunities for growth from the formation of groups of radio stations within these markets. We focused on capitalizing on opportunities to acquire groups of stations in attractive markets at favorable purchase prices, taking advantage of the size and fragmented nature of ownership in those markets and the greater attention historically given to larger markets by radio station acquirers.
Our strategy has evolved as we recognize that large radio markets can provide an attractive combination of scale, stability and opportunity for future growth, particularly for emerging digital advertising initiatives. According to BIA, these markets typically have per capita and household income, and expected household after-tax effective buying income growth, in excess of the national average, which we believe makes radio broadcasters in these markets attractive to a broad base of advertisers, and allows a radio broadcaster to reduce its dependence on any one economic sector or specific advertiser. Our operating strategy is based upon the following principles that we expect will continue to position us for future growth and increase stockholder value:
Focus on unique brands.
We view each of our radio stations and network content assets as a unique brand that serves a local and distinct community of listeners. Our business model is designed to offer local businesses access to each of our stations’ communities of listeners through the sale of advertising time. To drive sales growth, we structure and incentivize our sales organization to create demand through increased coverage and access to sophisticated productivity tools, such as our proprietary customer relationship management system, market research and listener databases, as well as continuously updated training and presentation materials and extensive client-focused marketing support. As we grow, organically and through acquisitions, we believe this focused model will continue to be scalable, allowing us to continue to provide a high level of customer service and further expand our advertiser base.
Further leverage our operating efficiencies.
We utilize a scalable, enterprise-wide, proprietary management system and technology platform to run our business, which we believe is a competitive advantage. As a result of our experienced management team and the benefits derived from our technology platform, we intend to continue to maximize this structural competitive advantage across our business. As we continue to grow both organically and through acquisitions, we expect process management and operating efficiency to remain at the core of our culture, leading to continued improvement in, among other things, our expense management and our ability to realize meaningful synergies from such growth.
Leverage experience in the application of uniform systems and practices.
Our management team has significant experience in acquisition integration, and the consistent application of our proprietary systems in such integration. Our success is partly based on adhering to a set of time-proven fundamentals and processes to run and manage our business, which we have standardized throughout our portfolio of stations. We believe that as we grow, organically and through acquisitions, we will continue to implement our systems and technology platform across our business, and obtain additional benefits from increased purchasing power, scale and supplier relationships. We believe our culture promotes the identification and recognition of best practices in all functional areas, which are then evaluated, tested and, upon acceptance, rolled out across our portfolio of stations.
Enhance operating performance across our portfolio of radio stations to drive efficiencies through scale.
Our business is designed to drive local sales growth and reduce costs at each radio station. We believe that in doing so, we are able to provide a higher level of service to the existing customer base at those stations in addition to expanding the advertiser base, which we believe enables us to continue to grow in those markets.
Maintain our financial discipline.
We seek to maintain a strong balance sheet and have focused on enhancing our free cash flow to de-leverage. In addition, from time to time, we use derivative financial instruments to mitigate fluctuations in interest rates. We also continually seek to identify and implement cost savings at each of our stations and the stations to which we provide services. To that end, we believe our overall size benefits each station with respect to negotiating favorable terms with programming suppliers and other vendors.
Pursue opportunistic acquisitions.
We believe the familiarity of our management team with the industry enables us to identify attractive acquisition opportunities. We selectively pursue opportunities where we believe we can enhance value and performance. We view these acquisitions as an important component of our business strategy and intend to selectively pursue future acquisitions on attractive terms that complement our strategy and help us achieve further economies of scale. We believe there are enormous benefits to achieving scale in order to compete in the radio industry, where advertisers have choices and are looking for integrated solutions with ease of execution.
Pursue opportunities to expand and diversify our business.
As part of our overall strategy, we selectively evaluate opportunities that have synergies with our core business and add incremental growth opportunities that help to diversify our platform. These opportunities exist in a variety of content verticals both in and out of traditional broadcast radio. We also are focused on creating a comprehensive experience for our listening audience, as well as offering our advertisers greater flexibility and reach. These growth initiatives may arise out of strategic partnerships, joint ventures or targeted investments, and we believe our scale and management expertise will allow us to intelligently develop and execute on expansion opportunities.
We leveraged these strategies to complete a number of significant transactions in 2013. These included:
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• | the December 2013 acquisition of WestwoodOne, Inc. (formerly known as Dial Global, Inc. “WestwoodOne”), an independent, full-service radio network company, offering news, sports, formats, prep, talk and music programming, jingles and imaging, and special events, as well as national advertising sales representation (the “WestwoodOne Acquisition”). In connection therewith, all of the issued and outstanding shares of capital stock of WestwoodOne were automatically canceled and converted into the right to receive an aggregate of approximately $45.0 million in cash, and WestwoodOne repaid all of its outstanding indebtedness. The payment of the purchase price to complete the WestwoodOne Acquisition (including the cash used to repay approximately $215.0 million of WestwoodOne’s outstanding indebtedness) was funded from cash on hand, which included $235.0 million in cash proceeds from the Townsquare Transaction (defined below). As a result of the WestwoodOne Acquisition, WestwoodOne became a wholly owned subsidiary of the Company. Pursuant to an agreement entered into at the closing of the WestwoodOne Acquisition, $22.5 million of the purchase price was placed in escrow (the “Escrow Fund”) pending the completion of an ongoing investigation by the Antitrust Division of the Department of Justice (the “DOJ”) relating to the WestwoodOne Acquisition. The Escrow Fund will be available to compensate us for expenses in defending the investigation and to the extent we incur any loss as a result of any final remedial action taken by the DOJ with respect to its investigation; |
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• | the November 2013 sale to Townsquare Media, LLC (“Townsquare”) of 53 radio stations in 12 small and mid-sized markets for $235.0 million in cash, and the swap with Townsquare of 15 radio stations in two small and mid-sized markets in exchange for five radio stations in Fresno, California (together, the “Townsquare Transaction”); |
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• | the October 2013 issuance and sale of 18,860,000 shares of our Class A common stock in an underwritten public offering, at a price of $5.00 per share, which included the full exercise of the underwriter’s over allotment option to purchase 2,460,000 shares. We received net proceeds of approximately $89.8 million from the offering, after deducting underwriting discounts and commissions and estimated offering expenses, and used approximately $78.0 million of the net proceeds from the offering to redeem all then-outstanding shares of our Series B preferred stock, including accrued and unpaid dividends, which shares were issued in August 2013 in connection with the redemption of all outstanding shares of our Series A preferred stock. The remaining net proceeds from this public offering were placed in our corporate treasury for general corporate purposes, and may be used from time to time for, among other things, repayment of debt, capital expenditures, the financing of possible business expansions and acquisitions, increasing our working capital and the financing of ongoing operating expenses and overhead; and |
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• | the September 2013 entry into a five year strategic promotional partnership and sales arrangement (the “Rdio Agreement”) with Pulser Media, the parent company of Rdio (“Pulser”). The Rdio Agreement provides that we will act as the exclusive promotional agent for Rdio ad products, including display, mobile, in-line audio, synced banners and other digital inventory that may become available from time to time. In exchange for $75 million of promotional commitments over five years, we will receive 15% of the fully-diluted equity of Pulser, with the opportunity to earn additional equity in the form of warrants based on the achievement of certain performance milestones over the term of the Rdio Agreement. |
Competitive Strengths
We believe our prior success is, and our future performance will be, directly related to the following combination of strengths that will enable us to implement our strategies:
Large pure-play radio broadcasting company in the United States with a broad national reach.
Currently, we offer advertisers access to a broad portfolio of approximately 450 stations, comprised of 17 large market and 76 small and mid-sized market stations in 93 United States media markets. Our stations cover a wide variety of programming formats, geographic regions, audience demographics and advertising clients. We believe this scale and diversity allows us to offer advertisers the ability to customize advertising campaigns on a national, regional and local basis through broadcast, digital and mobile mediums. We believe this capability enables us to compete effectively with other media to reach our broad and diverse listener and customer base.
We are one of the largest radio advertising and content providers in the United States. With approximately 15,000 station affiliates and 10,000 program affiliations, our radio station platform reaches approximately 65 million listeners a week, and provides a national platform to more effectively and efficiently compete for national advertising dollars. In addition, this national network platform provides access to targeted and more diverse demographics and age groups to better meet our customers’ needs and allow for more focused marketing. Our sales team has the ability to consolidate advertising time across our affiliate network, create an aggregated inventory and divide it into packages focused on specific demographics that can be sold to national advertisers looking to reach specific national or regional audiences across all of the radio network affiliates.
Diversified customer base and geographic mix.
We generate substantially all of our revenue from the sale of advertising time to a broad and diverse customer base. We sell our advertising time both nationally and locally through an integrated sales approach that ranges from traditional radio spots to non-traditional sales programs, including on-line couponing and various on-air and Internet-related integrated marketing programs.
Our advertising exposure is highly diversified across a broad range of industries, which lessens the impact of the economic conditions applicable to any one specific industry or customer group. Our top industry segments by advertising volume include automotive, restaurants, entertainment, financial, and communications. Due to the localized nature of our business, we have a broad distribution of advertisers across all of our stations. Our geographic reach extends to 93 markets nationwide.
Industry-leading margins.
We operate as an integrated business and benefit from leveraging costs and relationships across our markets, all of which allow us to generate strong margins. We have developed a proprietary management system and technology platform that creates operating efficiencies through centralized management functions such as strategic planning, finance, corporate development, financial reporting, expense management, information systems and quality control. This management system consists of web-based applications that were designed to create maximum efficiency while increasing our management’s level and span of control.
Leveraging network to create content.
We believe there are growth opportunities in news/talk, sports and traffic content offerings with shared risk and revenue relationships. The content we create is distributed domestically to broadcast and digital platforms, with potential for expansion into other mediums such as television and print, as well as internationally.
Strong technology platform.
Our recent acquisitions and partnerships strategically complement our core terrestrial radio business to help exploit our best-in-class technology platform and operating systems across a much larger platform. Additionally, our in-house technology solutions help to manage costs across our whole network.
Strong and experienced management team.
We have an experienced management team with an average of 27 years of experience in the radio industry. Lew Dickey, our co-founder, Chairman, President and Chief Executive Officer, John Dickey and John Pinch, our co-Chief Operating Officers, Richard Denning, our Senior Vice President, Secretary and General Counsel and J.P. Hannan, our Chief Financial Officer, have been with us for 17, 16, 13, 12 and 6 years, respectively. Additionally, other members of our senior management team held leadership positions at various media companies, including ABC, Jefferson-Pilot and Clear Channel.
Industry Overview
The primary source of revenues for radio broadcasting companies is the sale of advertising time to local, regional and national spot advertisers, and national network advertisers. National network advertisers place advertisements on a national network show and such advertisements air in each market where the network has an affiliate. Over the past ten years, radio advertising revenue has represented 11% of the overall United States advertising market, and typically follows macroeconomic growth trends. In 2013, radio advertising revenues reached $17.6 billion.
Generally, radio is considered an efficient, cost-effective means of reaching specifically identified demographic groups. Stations are typically classified by their on-air format, such as country, rock, adult contemporary, oldies and news/talk. A station’s format and style of presentation enables it to target specific segments of listeners sharing certain demographic features. By capturing a specific share of a market’s radio listening audience with particular concentration in a targeted demographic, a
station is able to market its broadcasting time to advertisers seeking to reach a specific audience. Advertisers and stations use data published by audience measuring services, such as Nielsen Audio, to estimate how many people within particular geographical markets and demographics listen to specific stations.
The number of advertisements that can be broadcast by a station without jeopardizing listening levels and the resulting ratings is limited in part by the format of a particular station and the local competitive environment. Although the number of advertisements broadcast during a given time period may vary, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year.
A station’s local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local advertising agencies and businesses. To generate national advertising sales, a station usually will engage a firm that specializes in soliciting radio-advertising sales on a national level. Stations also may engage directly with an internal national sales team that supports the efforts of third-party representatives. National sales representatives obtain advertising principally from advertising agencies located outside the station’s market and receive commissions based on the revenue from the advertising they obtain.
Our stations compete for advertising revenue with other broadcast radio stations in their particular market as well as other media, including newspapers, broadcast television, cable television, magazines, direct mail, coupons, and outdoor advertising. In addition, the radio broadcasting industry is subject to competition from services that use new media technologies that are being developed or have already been introduced, such as the Internet and satellite-based digital radio and music services. Such services may reach regional and nationwide audiences with multi-channel, multi-format, digital radio and music services.
We cannot predict how existing, new or any future generated sources of competition will affect our performance and results of operations. The radio broadcasting industry historically has grown over the long term despite the introduction of new technologies for the delivery of entertainment and information, such as television broadcasting, cable television, audio tapes, compact discs and iPods and other similar devices. We believe population growth and greater availability of radios, particularly car and portable radios when combined with increased travel and commuting time, have contributed to this growth. There can be no assurance, however, that the development or introduction in the future of any new media technology will not have a material adverse effect on the radio broadcasting industry in general or our stations in particular.
Advertising Sales
The primary source of our revenue is generated from the sale of local, regional, and national advertising for broadcast on our radio stations. We also generate revenue from the sale of our network programming and services. In exchange for our network programs and services, and through our advertising sales representation, we primarily receive commercial air time from radio stations and aggregate the air time to sell to national advertisers; to a lesser extent, we receive cash. A majority of our net broadcasting revenue is typically generated from the sale of local and regional advertising. Additional broadcasting revenue is generated from the sale of national advertising. The major categories of our advertisers consist of:
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Amusement and recreation | | Banking and mortgage | | Furniture and home furnishings |
Arts and entertainment | | Food and beverage services | | Healthcare services |
Automotive dealers | | Food and beverage stores | | Telecommunications |
Each station’s local sales staff solicits advertising either directly from a local advertiser or indirectly through an advertising agency. We use a tiered commission structure to focus our sales staffs on new business development. Consistent with our operating strategy of dedicated sales forces for each of our stations, we have increased the number of salespeople per station. We believe that we can outperform the traditional growth rates of our markets by (1) expanding our base of advertisers, (2) training newly hired sales people and (3) providing a higher level of service to our existing customer base. We further believe that we will accomplish this goal with a larger sales staff than most of our newly-acquired stations employed at the time we acquired them.
Our national sales are made by a firm specializing in radio advertising sales on the national level, in exchange for a commission that is based on the gross revenue from the advertising generated. Regional sales, which we define as sales in regions surrounding our markets to buyers that advertise in our markets, are generally made by our local sales staff and market managers. Whereas we seek to grow our local sales through larger and more customer-focused sales staffs, we seek to grow our national and regional sales by offering key national and regional advertisers access to groups of stations within specific markets and regions that make us a more attractive platform. Many of these advertisers have previously been reluctant to advertise in
certain smaller markets because of the logistics involved in buying advertising from individual stations. Certain of our stations had no national representation before we acquired them.
Each of our stations has a general target level of on-air inventory available for advertising. This target level of inventory for sale may vary at different times of the day but tends to remain stable over time. Our stations strive to maximize revenue by managing their on-air advertising inventory and adjusting prices up or down based on supply and demand. We seek to broaden our advertiser base in each market by providing a wide array of audience demographic segments across our cluster of stations, thereby providing potential advertisers with an effective means to reach a targeted demographic group. Our selling and pricing activity is based on demand for our radio stations’ on-air inventory and, in general, we respond to this demand by varying prices rather than by varying our target inventory level for a particular station. Most changes in revenue are explained by a combination of demand-driven pricing changes and changes in inventory utilization rather than by changes in available inventory. Advertising rates charged by radio stations, which are generally highest during morning and afternoon commuting hours, are based primarily on:
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• | a station’s share of audiences and the demographic groups targeted by advertisers (as measured by ratings surveys); |
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• | the supply and demand for radio advertising time and for time targeted at particular demographic groups; and |
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• | certain additional qualitative factors. |
A station’s listenership is reflected in ratings surveys that estimate the number of listeners tuned in to the station, and the time they spend listening. Each station’s ratings are used by its advertisers and advertising representatives to consider advertising with the station and are used by Cumulus to chart audience growth, set advertising rates and adjust programming.
Competition
The radio broadcasting industry is very competitive. Our stations compete for listeners and advertising revenues directly with other radio stations within their respective markets, as well as with other advertising media. Additionally, new online music and other entertainment services have begun selling advertising locally, creating additional competition for both listeners and advertisers.
Radio stations compete for listeners primarily on the basis of program content that appeals to a particular demographic group. Factors that affect a radio station’s competitive position include station brand identity and loyalty, management experience, the station’s local audience rank in its market, transmitter power and location, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other radio stations and other advertising media in the market area. We attempt to improve our competitive position in each market by extensively researching and seeking to improve our stations’ programming, by implementing targeted advertising campaigns aimed at the demographic groups for which our stations program and by managing our sales efforts to attract a larger share of advertising dollars for each station individually. We also seek to improve our competitive position by focusing on building a strong brand identity with a targeted listener base consisting of specific demographic groups in each of our markets, which we believe will allow us to better attract advertisers seeking to reach those listeners.
The success of each of our stations depends largely upon rates it can charge for its advertising, which in turn is affected by the number of local advertising competitors, and the overall demand for advertising within individual markets. These conditions may fluctuate and are highly susceptible to changes in both local markets and more general macroeconomic conditions. Specifically, a radio station’s competitive position can be enhanced or negatively impacted by a variety of factors, including the changing of, or another station changing, its format to compete directly for a different demographic of listeners and advertisers or an upgrade of the station’s authorized power through the relocation or upgrade of transmission equipment. Another station’s decision to convert to a format similar to that of one of our radio stations in the same geographic area, to improve its signal reach through equipment changes or upgrades, or to launch an aggressive promotional campaign may result in lower ratings and advertising revenue for that station. Any adverse change affecting advertising expenditures in a particular market or in the relative market share of our stations located in a particular market could have a material adverse effect on the results of the radio stations located in that market or, possibly, the Company as a whole. There can be no assurance that any one or all of our stations will be able to maintain or increase advertising revenue market share.
There are also regulations that impact competition within the radio industry. Under federal laws and FCC rules, a single party can own and operate multiple stations in a local market, subject to certain limitations described below. We believe that companies that form groups of commonly owned stations or joint arrangements, such as LMAs, in a particular market may, in certain circumstances, have lower operating costs and may be able to offer advertisers in those markets more attractive rates and services. Although we currently operate multiple stations in most of our markets and intend to pursue the creation of additional multiple station groups in particular markets, our competitors in certain markets include other parties that own and operate as many or more stations than we do.
However, the competitive position of existing radio stations is protected to some extent by certain regulatory barriers to new entrants. The operation of a radio broadcast station requires an FCC license, and the number of radio stations that an entity can operate in a given market is limited under certain FCC rules. The number of radio stations that a party can own in a particular market is dictated largely by whether the station is in a defined “Nielsen Audio Metro" (a designation designed by a private party for use in advertising matters), and, if so, the number of stations included in that Nielsen Audio Metro. In those markets that are not in a Nielsen Audio Metro, the number of stations a party can own in the particular market is dictated by the number of AM and FM signals that together comprise that FCC-defined radio market. These FCC ownership rules may, in some instances, limit the number of stations one or more of our existing competitors can own or operate, or may limit potential new market entrants. However, FCC ownership rules may change in the future to limit any protections they currently provide. We also cannot predict what other matters might be considered in the future by the FCC or Congress, nor can we assess in advance what impact, if any, the implementation of any of these proposals or changes might have on our business. For a discussion of FCC regulation (including recent changes), see “— Federal Regulation of Radio Broadcasting.”
Employees
At December 31, 2013, we employed 6,002 people, 4,058 of whom are employed full time. Of these employees, approximately, 235 employees were covered by collective bargaining agreements. We have not experienced any material work stoppages by our employees covered by collective bargaining agreements, and overall, we consider our relations with our employees to be satisfactory.
On occasion, we enter into contracts with various on-air personalities with large loyal audiences in their respective markets to protect our interests in those relationships that we believe to be valuable. The loss of one or more of these personalities could result in a short-term loss of audience share, but we do not believe that any such loss would have a material adverse effect on our financial condition or results of operations, taken as a whole.
Seasonality and Cyclicality
Our operations and revenues tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and fourth quarters of the year. The seasonality of our business reflects the adult orientation of our formats and relationship between advertising purchases on these formats with the retail cycle. This seasonality causes and will likely continue to cause a variation in our quarterly operating results. Such variations could have a material effect on the timing of our cash flows.
In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter.
Federal Regulation of Radio Broadcasting
General
The ownership, operation and sale of radio broadcast stations, including those licensed to us, is subject to the jurisdiction of the FCC, which acts under authority of the Communications Act of 1934, as amended (the “Communications Act”). The Telecommunications Act of 1996 (the “Telecom Act”) amended the Communications Act and directed the FCC to change certain of its broadcast rules. Among its other regulatory responsibilities, the FCC issues permits and licenses to construct and operate radio stations; assigns broadcast frequencies; determines whether to approve changes in ownership or control of station licenses; regulates transmission equipment, operating power, and other technical parameters of stations; adopts and implements regulations and policies that directly or indirectly affect the ownership, operation and employment practices of stations; regulates the content of some forms of radio broadcast programming; and has the authority under the Communications Act to impose penalties for violations of its rules.
The following is a brief summary of certain provisions of the Communications Act, the Telecom Act, and related FCC rules and policies (collectively, the “Communications Laws”). This description does not purport to be comprehensive, and reference should be made to the Communications Laws, public notices, and decisions issued by the FCC for further information concerning the nature and extent of federal regulation of radio broadcast stations. Failure to observe the provisions of the Communications Laws can result in the imposition of various sanctions, including monetary forfeitures and the grant of a “short-term” (less than the maximum term) license renewal. For particularly egregious violations, the FCC may deny a station’s license renewal application, revoke a station’s license, or deny applications in which an applicant seeks to acquire additional broadcast properties.
License Grant and Renewal
Radio broadcast licenses are generally granted and renewed for terms of up to eight years at a time. Licenses are renewed by filing an application with the FCC, which is subject to review and approval. The Communications Act expressly provides that a radio station is authorized to continue to operate after the expiration date of its existing license until the FCC acts on a pending renewal application. Petitions to deny license renewal applications may be filed by interested parties, including members of the public. While we are not currently aware of any facts that would prevent the renewal of our licenses to operate our radio stations, there can be no assurance that all of our licenses will be renewed in the future for a full term, or at all.
Service Areas
The area served by AM stations is determined by a combination of frequency, transmitter power, antenna orientation, and soil conductivity. To determine the effective service area of an AM station, the station’s power, operating frequency, antenna patterns and its day/night operating modes are evaluated. The area served by an FM station is determined by a combination of effective radiated power (“ERP”), antenna height and terrain, with stations divided into eight classes according to these technical parameters.
Each class of FM radio station has the right to broadcast with a certain amount of ERP from an antenna located at a certain height above average terrain. The most powerful FM radio stations, which are generally those with the largest geographic reach, are Class C FM stations, which operate with up to the equivalent of 100 kilowatts (“kW”) of ERP at an antenna height of 1,968 feet above average terrain. These stations typically provide service to a large area that covers one or more counties (which may or may not be in the same state). There are also Class C0, C1, C2 and C3 FM radio stations which operate with progressively less power and/or antenna height above average terrain and, thus, less geographic reach. In addition, Class B FM stations operate with the equivalent of up to 50 kW ERP at an antenna height of 492 feet above average terrain. Class B stations can serve large metropolitan areas and their outer suburban areas. Class B1 stations can operate with up to the equivalent of 25 kW ERP at an antenna height of 328 feet above average terrain. Class A FM stations operate with up to the equivalent of 6 kW ERP at an antenna height of 328 feet above average terrain, and often (but not always) serve smaller cities or suburbs of larger cities.
The following table sets forth, as of March 10, 2014, the market, call letters, city of license, frequency and FCC license expiration date of all our owned and/or operated stations, including pending station acquisitions operated under an LMA, and all other announced pending station acquisitions. Stations with a license expiration date prior to March 10, 2014 represent stations for which a renewal application has been timely filed with the FCC and is currently pending before the FCC. The Communications Act expressly provides that a radio station is authorized to continue to operate after the expiration date of its existing license until the FCC acts on a pending renewal application.
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| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
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| | Abilene, TX | KBCY FM | | Tye, TX | | 99.7 | | August 1, 2021 |
| | | KCDD FM | | Hamlin, TX | | 103.7 | | August 1, 2021 |
| | | KHXS FM | | Merkel, TX | | 102.7 | | August 1, 2021 |
| | | KTLT FM | | Anson, TX | | 98.1 | | August 1, 2021 |
| | Albany, GA | WALG AM | | Albany, GA | | 1590 | | April 1, 2020 |
| | | WEGC FM | | Sasser, GA | | 107.7 | | April 1, 2020 |
| | | WGPC AM | | Albany, GA | | 1450 | | April 1, 2020 |
| | | WJAD FM | | Leesburg, GA | | 103.5 | | April 1, 2020 |
| | | WKAK FM | | Albany, GA | | 104.5 | | April 1, 2020 |
| | | WNUQ FM | | Sylvester, GA | | 102.1 | | April 1, 2020 |
| | | WQVE FM | | Albany, GA | | 101.7 | | April 1, 2020 |
| | Albuquerque, NM | KKOB AM | | Albuquerque, NM | | 770 | | October 1, 2021 |
| | | KKOB FM | | Albuquerque, NM | | 93.3 | | October 1, 2021 |
| | | KMGA FM | | Albuquerque, NM | | 99.5 | | October 1, 2021 |
| | | KNML AM | | Albuquerque, NM | | 610 | | October 1, 2021 |
| | | KRST FM | | Albuquerque, NM | | 92.3 | | October 1, 2021 |
| | | KTBL AM | | Los Ranchos, NM | | 1050 | | October 1, 2021 |
| | | KDRF FM | | Albuquerque, NM | | 103.3 | | October 1, 2021 |
| | | KBZU FM | | Albuquerque, NM | | 96.3 | | October 1, 2012 |
| | Allentown, PA | WCTO FM | | Easton, PA | | 96.1 | | August 1, 2014 |
| | | WLEV FM | | Allentown, PA | | 100.7 | | August 1, 2014 |
| | Amarillo, TX | KARX FM | | Claude, TX | | 95.7 | | August 1, 2021 |
| | | KPUR AM | | Amarillo, TX | | 1440 | | August 1, 2021 |
| | | KPUR FM | | Canyon, TX | | 107.1 | | August 1, 2021 |
| | | KQIZ FM | | Amarillo, TX | | 93.1 | | August 1, 2021 |
| | | KZRK AM | | Canyon, TX | | 1550 | | August 1, 2021 |
| | | KNSH FM | | Canyon, TX | | 107.9 | | August 1, 2021 |
| | Ann Arbor, MI | WLBY AM | | Saline, MI | | 1290 | | October 1, 2020 |
| | | WQKL FM | | Ann Arbor, MI | | 107.1 | | October 1, 2020 |
| | | WTKA AM | | Ann Arbor, MI | | 1050 | | October 1, 2020 |
| | | WWWW FM | | Ann Arbor, MI | | 102.9 | | October 1, 2020 |
| | Appleton, WI | WNAM AM | | Neenah Menasha, WI | | 1280 | | December 1, 2020 |
| | | WOSH AM | | Oshkosh, WI | | 1490 | | December 1, 2020 |
| | | WPKR FM | | Omro, WI | | 99.5 | | December 1, 2020 |
| | | WVBO FM | | Winneconne, WI | | 103.9 | | December 1, 2020 |
| | Atlanta, GA | WKHX FM | | Marietta, GA | | 101.5 | | April 1, 2020 |
| | | WYAY FM | | Gainesville, GA | | 106.7 | | April 1, 2020 |
| | | WWWQ FM | | Atlanta, GA | | 99.7 | | April 1, 2020 |
| | | WNNX FM | | College Park, GA | | 100.5 | | April 1, 2020 |
| | Baton Rouge, LA | KQXL FM | | New Roads, LA | | 106.5 | | June 1, 2012 |
| | | WRQQ FM | | Hammond, LA | | 103.3 | | June 1, 2020 |
| | | WEMX FM | | Kentwood, LA | | 94.1 | | June 1, 2020 |
| | | WIBR AM | | Baton Rouge, LA | | 1300 | | June 1, 2012 |
| | | WXOK AM | | Port Allen, LA | | 1460 | | June 1, 2020 |
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| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
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| | Beaumont, TX | KAYD FM | | Silsbee, TX | | 101.7 | | August 1, 2021 |
| | | KBED AM | | Nederland, TX | | 1510 | | August 1, 2021 |
| | | KIKR AM | | Beaumont, TX | | 1450 | | August 1, 2021 |
| | | KQXY FM | | Beaumont, TX | | 94.1 | | August 1, 2021 |
| | | KSTB FM | | Crystal Beach, TX | | 101.5 | | August 1, 2013 |
| | | KTCX FM | | Beaumont, TX | | 102.5 | | August 1, 2021 |
| | Birmingham, AL | WAPI AM | | Birmingham, AL | | 1070 | | April 1, 2020 |
| | | WJOX AM | | Birmingham, AL | | 690 | | April 1, 2020 |
| | | WJQX-FM | | Helena, AL | | 100.5 | | April 1, 2020 |
| | | WUHT FM | | Birmingham, AL | | 107.7 | | April 1, 2020 |
| | | WJOX FM | | Birmingham, AL | | 94.5 | | April 1, 2020 |
| | | WZRR FM | | Birmingham, AL | | 99.5 | | April 1, 2020 |
| | Blacksburg, VA | WBRW FM | | Blacksburg, VA | | 105.3 | | October 1, 2019 |
| | | WFNR AM | | Blacksburg, VA | | 710 | | October 1, 2019 |
| | | WNMX FM | | Christiansburg, VA | | 100.7 | | October 1, 2019 |
| | | WPSK FM | | Pulaski, VA | | 107.1 | | October 1, 2019 |
| | | WRAD AM | | Radford, VA | | 1460 | | October 1, 2019 |
| | | WWBU FM | | Radford, VA | | 101.7 | | October 1, 2019 |
| | Bloomington, IN | WBNQ FM | | Bloomington, IN | | 101.5 | | December 1, 2020 |
| | | WBWN FM | | Le Roy, IN | | 104.1 | | December 1, 2020 |
| | | WJBC AM | | Bloomington, IN | | 1230 | | December 1, 2020 |
| | | WJBC FM | | Pontiac, IL | | 93.7 | | December 1, 2020 |
| | Boise, ID | KBOI AM | | Boise, ID | | 670 | | October 1, 2013 |
| | | KIZN FM | | Boise, ID | | 92.3 | | October 1, 2021 |
| | | KKGL FM | | Nampa, ID | | 96.9 | | October 1, 2021 |
| | | KQFC FM | | Boise, ID | | 97.9 | | October 1, 2021 |
| | | KTIK FM | | New Plymouth, ID | | 93.1 | | October 1, 2021 |
| | | KTIK AM | | Nampa, ID | | 1350 | | October 1, 2021 |
| | Bridgeport, CT | WEBE FM | | Westport, CT | | 107.9 | | April 1, 2014 |
| | | WICC AM | | Bridgeport, CT | | 600 | | April 1, 2014 |
| | Buffalo, NY | WEDG FM | | Buffalo, NY | | 103.3 | | June 1, 2014 |
| | | WGRF FM | | Buffalo, NY | | 96.9 | | June 1, 2014 |
| | | WHLD AM | | Niagara Falls, NY | | 1270 | | June 1, 2014 |
| | | WHTT FM | | Buffalo, NY | | 104.1 | | June 1, 2014 |
| | | WBBF AM | | Buffalo, NY | | 1120 | | June 1, 2014 |
| | Charleston, SC | WSSX FM | | Charleston, SC | | 95.1 | | December 1, 2019 |
| | | WIWF FM | | Charleston, SC | | 96.9 | | December 1, 2019 |
| | | WTMA AM | | Charleston, SC | | 1250 | | December 1, 2019 |
| | | WWWZ FM | | Summerville, SC | | 93.3 | | December 1, 2019 |
| | | WMGL FM | | Ravenel, SC | | 107.3 | | December 1, 2019 |
| | Chattanooga, TN | WGOW AM | | Chattanooga, TN | | 1150 | | August 1, 2020 |
| | | WGOW FM | | Soddy-Daisy, TN | | 102.3 | | August 1, 2020 |
| | | WOGT FM | | East Ridge, TN | | 107.9 | | August 1, 2020 |
| | | WSKZ FM | | Chattanooga, TN | | 106.5 | | August 1, 2020 |
| | Chicago, IL | WLS AM | | Chicago, IL | | 890 | | December 1, 2020 |
| | | WLS FM | | Chicago, IL | | 94.7 | | December 1, 2020 |
| | | WJEZ FM | | Dwight, IL | | 98.9 | | December 1, 2020 |
| | Cincinnati, OH | WNNF FM | | Cincinnati, OH | | 94.1 | | October 1, 2020 |
| | | WOFX FM | | Cincinnati, OH | | 92.5 | | October 1, 2020 |
| | | WRRM FM | | Cincinnati, OH | | 98.5 | | October 1, 2020 |
| | | WGRR FM | | Hamilton, OH | | 103.5 | | October 1, 2020 |
| | | WFTK FM | | Lebanon, OH | | 96.5 | | October 1, 2020 |
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| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
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| | Colorado Springs, CO | KKFM FM | | Colorado Springs, CO | | 98.1 | | April 1, 2021 |
| | | KKMG FM | | Pueblo, CO | | 98.9 | | April 1, 2021 |
| | | KKPK FM | | Colorado Springs, CO | | 92.9 | | April 1, 2021 |
| | | KCSF AM | | Colorado Springs, CO | | 1300 | | April 1, 2021 |
| | | KVOR AM | | Colorado Springs, CO | | 740 | | April 1, 2021 |
| | | KATC FM | | Colorado Springs, CO | | 95.1 | | April 1, 2021 |
| | Columbia, MO | KBBM FM | | Jefferson City, MO | | 100.1 | | February 1, 2021 |
| | | KBXR FM | | Columbia, MO | | 102.3 | | February 1, 2021 |
| | | KFRU AM | | Columbia, MO | | 1400 | | February 1, 2021 |
| | | KJMO FM | | Linn, Mo | | 97.5 | | February 1, 2021 |
| | | KLIK AM | | Jefferson City, MO | | 1240 | | February 1, 2021 |
| | | KOQL FM | | Ashland, MO | | 106.1 | | February 1, 2021 |
| | | KPLA FM | | Columbia, MO | | 101.5 | | February 1, 2021 |
| | | KZJF FM | | Jefferson City, MO | | 104.1 | | February 1, 2021 |
| | | KRWP FM | | Stockton, MO | | 107.7 | | February 1, 2021 |
| | Columbia, SC | WISW AM | | Columbia, SC | | 1320 | | December 1, 2019 |
| | | WLXC FM | | Columbia, SC | | 103.1 | | December 1, 2019 |
| | | WNKT FM | | Eastover, SC | | 107.5 | | December 1, 2019 |
| | | WOMG FM | | Lexington, SC | | 98.5 | | December 1, 2019 |
| | | WTCB FM | | Orangeburg, SC | | 106.7 | | December 1, 2019 |
| | Columbus-Starkville, MS | WJWF AM | | Columbus, MS | | 1400 | | June 1, 2020 |
| | | WKOR FM | | Columbus, MS | | 94.9 | | June 1, 2020 |
| | | WMXU FM | | Starkville, MS | | 106.1 | | June 1, 2020 |
| | | WNMQ FM | | Columbus, MS | | 103.1 | | June 1, 2020 |
| | | WSMS FM | | Artesia, MS | | 99.9 | | June 1, 2020 |
| | | WSSO AM | | Starkville, MS | | 1230 | | June 1, 2020 |
| | Dallas, TX | WBAP AM | | Fort Worth, TX | | 820 | | August 1, 2013 |
| | | KTCK FM | | Flower Mound, TX | | 96.7 | | August 1, 2021 |
| | | KSCS FM | | Fort Worth, TX | | 96.3 | | August 1, 2013 |
| | | KLIF AM | | Dallas, TX | | 570 | | August 1, 2013 |
| | | KPLX FM | | Fort Worth, TX | | 99.5 | | August 1, 2021 |
| | | KLIF FM | | Haltom, TX | | 93.3 | | August 1, 2013 |
| | | KTCK AM | | Dallas, TX | | 1310 | | August 1, 2013 |
| | | KESN FM | | Allen, TX | | 103 | | August 1, 2021 |
| | Des Moines, IA | KBGG AM | | Des Moines, IA | | 1700 | | February 1, 2021 |
| | | KHKI FM | | Des Moines, IA | | 97.3 | | February 1, 2021 |
| | | KGGO FM | | Des Moines, IA | | 94.9 | | February 1, 2013 |
| | | KJJY FM | | West Des Moines, IA | | 92.5 | | February 1, 2021 |
| | | KWQW FM | | Boone, IA | | 98.3 | | February 1, 2021 |
| | Detroit, MI | WJR AM | | Detroit, MI | | 760 | | October 1, 2020 |
| | | WDVD FM | | Detroit, MI | | 96.3 | | October 1, 2020 |
| | | WDRQ FM | | Detroit, MI | | 93.1 | | October 1, 2020 |
| | Erie, PA | WXKC FM | | Erie, PA | | 99.9 | | August 1, 2014 |
| | | WXTA FM | | Edinboro, PA | | 97.9 | | August 1, 2014 |
| | | WRIE AM | | Erie, PA | | 1260 | | August 1, 2014 |
| | | WQHZ FM | | Erie, PA | | 102.3 | | August 1, 2014 |
| | Eugene, OR | KEHK FM | | Brownsville, OR | | 102.3 | | February 1, 2022 |
| | | KNRQ FM | | Harrisburg, OR | | 103.7 | | February 1, 2022 |
| | | KSCR AM | | Eugene, OR | | 1320 | | February 1, 2022 |
| | | KUGN AM | | Eugene, OR | | 590 | | February 1, 2022 |
| | | KUJZ FM | | Creswell, OR | | 95.3 | | February 1, 2022 |
| | | KZEL FM | | Eugene, OR | | 96.1 | | February 1, 2022 |
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| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
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| | Fayetteville, AR | KAMO FM | | Rogers, AR | | 94.3 | | June 1, 2020 |
| | | KFAY AM | | Farmington, AR | | 1030 | | June 1, 2020 |
| | | KQSM FM | | Fayetteville, AR | | 92.1 | | June 1, 2020 |
| | | KMCK FM | | Prairie Grove, AR | | 105.7 | | June 1, 2020 |
| | | KKEG FM | | Bentonville, AR | | 98.3 | | June 1, 2020 |
| | | KYNG AM | | Springdale, AR | | 1590 | | June 1, 2020 |
| | | KRMW FM | | Cedarville, AR | | 94.9 | | June 1, 2020 |
| | Fayetteville, NC | WFNC AM | | Fayetteville, NC | | 640 | | December 1, 2019 |
| | | WMGU FM | | Southern Pines, NC | | 106.9 | | December 1, 2019 |
| | | WQSM FM | | Fayetteville, NC | | 98.1 | | December 1, 2019 |
| | | WRCQ FM | | Dunn, NC | | 103.5 | | December 1, 2019 |
| | Flint, MI | WDZZ FM | | Flint, MI | | 92.7 | | October 1, 2020 |
| | | WWCK AM | | Flint, MI | | 1570 | | October 1, 2020 |
| | | WWCK FM | | Flint, MI | | 105.5 | | October 1, 2020 |
| | | WFBE FM | | Flint, MI | | 95.1 | | October 1, 2020 |
| | | WTRX AM | | Flint, MI | | 1330 | | October 1, 2020 |
| | Florence, SC | WBZF FM | | Hartsville, SC | | 98.5 | | December 1, 2019 |
| | | WCMG FM | | Latta, SC | | 94.3 | | December 1, 2019 |
| | | WHLZ FM | | Marion, SC | | 100.5 | | December 1, 2019 |
| | | WMXT FM | | Pamplico, SC | | 102.1 | | December 1, 2019 |
| | | WWFN FM | | Lake City, SC | | 100.1 | | December 1, 2019 |
| | | WYMB AM | | Manning, SC | | 920 | | December 1, 2019 |
| | | WYNN AM | | Florence, SC | | 540 | | December 1, 2019 |
| | | WYNN FM | | Florence, SC | | 106.3 | | December 1, 2019 |
| | Fort Smith, AR | KBBQ FM | | Van Buren, AR | | 102.7 | | June 1, 2020 |
| | | KLSZ FM | | Fort Smith, AR | | 100.7 | | June 1, 2020 |
| | | KRUZ AM | | Van Buren, AR | | 1060 | | June 1, 2012 |
| | | KOMS FM | | Poteau, OK | | 107.3 | | June 1, 2021 |
| | Fort Walton Beach, FL | WFTW AM | | Ft Walton Beach, FL | | 1260 | | February 1, 2020 |
| | | WKSM FM | | Ft Walton Beach, FL | | 99.5 | | February 1, 2020 |
| | | WNCV FM | | Shalimar, FL | | 93.3 | | February 1, 2020 |
| | | WYZB FM | | Mary Esther, FL | | 105.5 | | February 1, 2020 |
| | | WZNS FM | | Ft Walton Beach, FL | | 96.5 | | February 1, 2020 |
| | Fresno, CA | KSKS AM | | Fresno, CA | | 93.7 | | December 1, 2021 |
| | | KMJ FM | | Fresno, CA | | 105.9 | | December 1, 2021 |
| | | KMJ AM | | Fresno, CA | | 580.0 | | December 1, 2021 |
| | | KMGV FM | | Fresno, CA | | 97.9 | | December 1, 2021 |
| | | KWYE FM | | Fresno, CA | | 101.1 | | December 1, 2021 |
| | Grand Rapids, MI | WJRW AM | | Grand Rapids, MI | | 1340 | | October 1, 2020 |
| | | WTNR FM | | Holland, MI | | 94.5 | | October 1, 2020 |
| | | WLAV FM | | Grand Rapids, MI | | 96.9 | | October 1, 2020 |
| | | WBBL FM | | Greenville, MI | | 107.3 | | October 1, 2020 |
| | | WHTS FM | | Coopersville, MI | | 105.3 | | October 1, 2020 |
| | Green Bay, WI | WDUZ AM | | Green Bay, WI | | 1400 | | December 1, 2020 |
| | | WDUZ FM | | Brillion, WI | | 107.5 | | December 1, 2020 |
| | | WKRU FM | | Allouez, WI | | 106.7 | | December 1, 2020 |
| | | WOGB FM | | Reedsville, WI | | 103.1 | | December 1, 2020 |
| | | WPCK FM | | Denmark, WI | | 104.9 | | December 1, 2020 |
| | | WQLH FM | | Green Bay, WI | | 98.5 | | December 1, 2020 |
| | Harrisburg, PA | WHGB AM | | Harrisburg, PA | | 1400 | | August 1, 2014 |
| | | WNNK FM | | Harrisburg, PA | | 104.1 | | August 1, 2014 |
| | | WWKL FM | | Mechanicsburg, PA | | 93.5 | | August 1, 2014 |
| | | WZCY FM | | Hershey, PA | | 106.7 | | August 1, 2014 |
| | | WQXA FM | | York, PA | | 105.7 | | August 1, 2014 |
| | Houston, TX | KRBE FM | | Houston, TX | | 104.1 | | August 1, 2013 |
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| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
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| | Huntsville, AL | WHRP FM | | Gurley, AL | | 94.1 | | April 1, 2020 |
| | | WUMP AM | | Madison, AL | | 730 | | April 1, 2020 |
| | | WVNN AM | | Athens, AL | | 770 | | April 1, 2020 |
| | | WVNN FM | | Trinity, AL | | 92.5 | | April 1, 2020 |
| | | WWFF FM | | New Market, AL | | 93.3 | | April 1, 2020 |
| | | WZYP FM | | Athens, AL | | 104.3 | | April 1, 2020 |
| | Indianapolis, IN | WJJK FM | | Noblesville, IN | | 104.5 | | August 1, 2020 |
| | | WAYI FM | | Sellersburg, IN | | 93.9 | | August 1, 2020 |
| | | WFMS FM | | Fishers, IN | | 95.5 | | August 1, 2020 |
| | | WRWM FM | | Lawrence, IN | | 93.9 | | August 1, 2020 |
| | Johnson City, TN | WXSM AM | | Blountville, TN | | 640 | | August 1, 2020 |
| | | WJCW AM | | Johnson City, TN | | 910 | | August 1, 2020 |
| | | WGOC AM | | Kingsport, TN | | 1320 | | August 1, 2020 |
| | | WKOS FM | | Kingsport, TN | | 104.9 | | August 1, 2020 |
| | | WQUT FM | | Johnson City, TN | | 101.5 | | August 1, 2020 |
| | Kansas City, MO | KCFX FM | | Harrisonville, MO | | 101.1 | | February 1, 2021 |
| | | KCHZ FM | | Ottawa, KS | | 95.7 | | June 1, 2021 |
| | | KCJK FM | | Garden City, MO | | 105.1 | | February 1, 2021 |
| | | KCMO AM | | Kansas City, MO | | 710 | | February 1, 2021 |
| | | KMJK FM | | North Kansas City, MO | | 107.3 | | February 1, 2021 |
| | | KCMO FM | | Shawnee, KS | | 94.9 | | June 1, 2021 |
| | Knoxville, TN | WIVK FM | | Knoxville, TN | | 107.7 | | August 1, 2020 |
| | | WNML AM | | Knoxville, TN | | 990 | | August 1, 2020 |
| | | WNML FM | | Friendsville, TN | | 99.1 | | August 1, 2020 |
| | | WOKI FM | | Oliver Springs, TN | | 98.7 | | August 1, 2020 |
| | | WNRX FM | | Jefferson City, TN | | 99.3 | | August 1, 2020 |
| | Kokomo, IN | WWKI FM | | Kokomo, IN | | 100.5 | | August 1, 2020 |
| | Lafayette, LA | KNEK AM | | Washington, LA | | 1190 | | June 1, 2020 |
| | | KRRQ FM | | Lafayette, LA | | 95.5 | | June 1, 2020 |
| | | KSMB FM | | Lafayette, LA | | 94.5 | | June 1, 2020 |
| | | KXKC FM | | New Iberia, LA | | 99.1 | | June 1, 2020 |
| | | KNEK FM | | Washington, LA | | 104.7 | | June 1, 2020 |
| | Lake Charles, LA | KAOK AM | | Lake Charles, LA | | 1400 | | June 1, 2020 |
| | | KBIU FM | | Lake Charles, LA | | 103.3 | | June 1, 2020 |
| | | KKGB FM | | Sulphur, LA | | 101.3 | | June 1, 2020 |
| | | KQLK FM | | De Ridder, LA | | 97.9 | | June 1, 2012 |
| | | KXZZ AM | | Lake Charles, LA | | 1580 | | June 1, 2020 |
| | | KYKZ FM | | Lake Charles, LA | | 96.1 | | June 1, 2020 |
| | Lancaster, PA | WIOV FM | | Ephrata, PA | | 105.1 | | August 1, 2014 |
| | | WIOV AM | | Reading, PA | | 1240 | | August 1, 2014 |
| | Lexington, KY | WCYN FM | | Cynthiana, KY | | 102.3 | | August 1, 2020 |
| | | WLTO FM | | Nicholasville, KY | | 102.5 | | August 1, 2020 |
| | | WLXX FM | | Lexington, KY | | 92.9 | | August 1, 2020 |
| | | WVLK AM | | Lexington, KY | | 590 | | August 1, 2020 |
| | | WVLK FM | | Richmond, KY | | 101.5 | | August 1, 2020 |
| | | WXZZ FM | | Georgetown, KY | | 103.3 | | August 1, 2020 |
| | Little Rock, AR | KAAY AM | | Little Rock, AR | | 1090 | | June 1, 2020 |
| | | KARN AM | | Little Rock, AR | | 920 | | June 1, 2012 |
| | | KIPR FM | | Pine Bluff, AR | | 92.3 | | June 1, 2020 |
| | | KLAL FM | | Wrightsville, AR | | 107.7 | | June 1, 2020 |
| | | KPZK AM | | Little Rock, AR | | 1250 | | June 1, 2020 |
| | | KURB FM | | Little Rock, AR | | 98.5 | | June 1, 2020 |
| | | KARN FM | | Sheridan, AR | | 102.9 | | June 1, 2020 |
| | Los Angeles, CA | KABC AM | | Los Angeles, CA | | 790 | | December 1, 2013 |
| | | KLOS FM | | Los Angeles, CA | | 95.5 | | December 1, 2013 |
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| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
| |
| | Macon, GA | WAYS AM | | Macon, GA | | 1500 | | April 1, 2020 |
| | | WDDO AM | | Macon, GA | | 1240 | | April 1, 2020 |
| | | WDEN FM | | Macon, GA | | 99.1 | | April 1, 2020 |
| | | WLZN FM | | Macon, GA | | 92.3 | | April 1, 2020 |
| | | WMAC AM | | Macon, GA | | 940 | | April 1, 2020 |
| | | WMGB FM | | Montezuma, GA | | 95.1 | | April 1, 2020 |
| | | WPEZ FM | | Jeffersonville, GA | | 93.7 | | April 1, 2020 |
| | Melbourne, FL | WAOA FM | | Melbourne, FL | | 107.1 | | February 1, 2020 |
| | | WHKR FM | | Rockledge, FL | | 102.7 | | February 1, 2020 |
| | | WSJZ FM | | Sebastian, FL | | 95.9 | | February 1, 2020 |
| | | WLZR AM | | Melbourne, FL | | 1560 | | February 1, 2012 |
| | Memphis, TN | WRBO FM | | Como, MS | | 103.5 | | June 1, 2020 |
| | | WGKX FM | | Memphis, TN | | 105.9 | | August 1, 2020 |
| | | WXMX FM | | Millington, TN | | 98.1 | | August 1, 2020 |
| | | WKIM FM | | Munford, TN | | 98.9 | | August 1, 2020 |
| | Minneapolis, MN | KQRS FM | | Golden Valley, MN | | 92.5 | | April 1, 2021 |
| | | KXXR FM | | Minneapolis, MN | | 93.7 | | April 1, 2021 |
| | | WGVX FM | | Lakeville, MN | | 105.1 | | April 1, 2021 |
| | | WRXP FM | | Cambridge, MN | | 105.3 | | April 1, 2021 |
| | | WGVZ FM | | Eden Prarie, MN | | 105.7 | | April 1, 2021 |
| | Mobile, AL | WBLX FM | | Mobile, AL | | 92.9 | | April 1, 2020 |
| | | WDLT FM | | Saraland, AL | | 104.1 | | April 1, 2020 |
| | | WGOK AM | | Mobile, AL | | 900 | | April 1, 2020 |
| | | WXQW AM | | Fairhope, AL | | 660 | | April 1, 2020 |
| | | WABD FM | | Mobile, AL | | 97.5 | | April 1, 2020 |
| | Modesto, CA | KATM FM | | Modesto, CA | | 103.3 | | December 1, 2013 |
| | | KDJK FM | | Mariposa, CA | | 103.9 | | December 1, 2021 |
| | | KESP AM | | Modesto, CA | | 970 | | December 1, 2021 |
| | | KHKK FM | | Modesto, CA | | 104.1 | | December 1, 2021 |
| | | KHOP FM | | Oakdale, CA | | 95.1 | | December 1, 2021 |
| | | KWNN FM | | Turlock, CA | | 98.3 | | December 1, 2021 |
| | Montgomery, AL | WHHY FM | | Montgomery, AL | | 101.9 | | April 1, 2020 |
| | | WLWI AM | | Montgomery, AL | | 1440 | | April 1, 2020 |
| | | WLWI FM | | Montgomery, AL | | 92.3 | | April 1, 2020 |
| | | WMSP AM | | Montgomery, AL | | 740 | | April 1, 2020 |
| | | WMXS FM | | Montgomery, AL | | 103.3 | | April 1, 2020 |
| | | WXFX FM | | Prattville, AL | | 95.1 | | April 1, 2020 |
| | Muncie, IN | WLTI AM | | New Castle, IN | | 1550 | | August 1, 2020 |
| | | WMDH FM | | New Castle, IN | | 102.5 | | August 1, 2020 |
| | Muskegon, MI | WLCS FM | | North Muskegon, MI | | 98.3 | | October 1, 2020 |
| | | WKLQ AM | | Whitehall, MI | | 1490 | | October 1, 2020 |
| | | WVIB FM | | Holton, MI | | 100.1 | | October 1, 2020 |
| | | WLAW FM | | Newaygo, MI | | 92.5 | | October 1, 2020 |
| | | WWSN FM | | Whitehall, MI | | 97.5 | | October 1, 2020 |
| | Myrtle Beach, SC | WDAI FM | | Pawleys Island, SC | | 98.5 | | December 1, 2011 |
| | | WTOD AM | | Hartsville, SC | | 1450 | | December 1, 2011 |
| | | WLFF FM | | Georgetown, SC | | 106.5 | | December 1, 2011 |
| | | WSEA FM | | Atlantic Beach, SC | | 100.3 | | December 1, 2011 |
| | | WSYN FM | | Surfside Beach, SC | | 103.1 | | December 1, 2011 |
| | | WHSC AM | | Conway, SC | | 1050 | | December 1, 2011 |
|
| | | | | | | | |
| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
| |
| | Nashville, TN | WQQK FM | | Goodlettsville, TN | | 92.1 | | August 1, 2020 |
| | | WSM FM | | Nashville, TN | | 95.5 | | August 1, 2020 |
| | | WWTN FM | | Hendersonville, TN | | 99.7 | | August 1, 2020 |
| | | WGFX FM | | Gallatin, TN | | 104.5 | | August 1, 2020 |
| | | WKDF FM | | Nashville, TN | | 103.3 | | August 1, 2020 |
| | New London, CT | WQGN-FM | | Groton, CT | | 105.5 | | April 1, 2014 |
| | | WXLM AM | | Groton, CT | | 980 | | April 1, 2014 |
| | | WMOS FM | | Stonington, CT | | 102.3 | | April 1, 2014 |
| | New Orleans, LA | KMEZ FM | | Port Sulphur, LA | | 106.7 | | June 1, 2020 |
| | | KKND FM | | Belle Chasse, LA | | 102.9 | | June 1, 2020 |
| | | WRKN FM | | Laplace, LA | | 92.3 | | June 1, 2020 |
| | | WMTI FM | | Picayune, MS | | 106.1 | | June 1, 2020 |
| | New York, NY | WABC AM | | New York, NY | | 770 | | June 1, 2014 |
| | | WPLJ FM | | New York, NY | | 95.5 | | June 1, 2014 |
| | | WNSH FM | | Newark, NJ | | 94.7 | | June 1, 2014 |
| | Oklahoma City, OK | KATT FM | | Oklahoma City, OK | | 100.5 | | June 1, 2021 |
| | | KKWD FM | | Bethany, OK | | 104.9 | | June 1, 2021 |
| | | WWLS FM | | The Village, OK | | 98.1 | | June 1, 2021 |
| | | KYIS FM | | Oklahoma City, OK | | 98.9 | | June 1, 2021 |
| | | KWPN AM | | Moore, OK | | 640 | | June 1, 2021 |
| | | WKY AM | | Oklahoma City, OK | | 930 | | June 1, 2021 |
| | | KQOB FM | | Enid, OK | | 96.9 | | June 1, 2013 |
| | Oxnard-Ventura, CA | KBBY FM | | Ventura, CA | | 95.1 | | December 1, 2013 |
| | | KHAY FM | | Ventura, CA | | 100.7 | | December 1, 2013 |
| | | KVEN AM | | Ventura, CA | | 1450 | | December 1, 2013 |
| | | KVYB FM | | Santa Barbara, CA | | 103.3 | | December 1, 2013 |
| | Pensacola, FL | WCOA AM | | Pensacola, FL | | 1370 | | February 1, 2020 |
| | | WJTQ FM | | Pensacola, FL | | 100.7 | | February 1, 2020 |
| | | WRRX FM | | Gulf Breeze, FL | | 106.1 | | February 1, 2020 |
| | | WXBM FM | | Milton, FL | | 102.7 | | February 1, 2020 |
| | | WMEZ FM | | Pensacola, FL | | 94.1 | | February 1, 2020 |
| | Peoria, IL | WGLO FM | | Pekin, IL | | 95.5 | | December 1, 2020 |
| | | WVEL AM | | Pekin, IL | | 1140 | | December 1, 2020 |
| | | WIXO FM | | Peoria, IL | | 105.7 | | December 1, 2020 |
| | | WFYR FM | | Elmwood, IL | | 97.3 | | December 1, 2020 |
| | | WZPW FM | | Peoria, IL | | 92.3 | | December 1, 2020 |
| | Providence, RI | WPRO AM | | Providence, RI | | 630 | | April 1, 2014 |
| | | WPRO FM | | Providence, RI | | 92.3 | | April 1, 2014 |
| | | WPRV AM | | Providence, RI | | 790 | | April 1, 2014 |
| | | WEAN FM | | Wakefield-Peacedale, RI | | 99.7 | | April 1, 2014 |
| | | WWLI FM | | Providence, RI | | 105.1 | | April 1, 2014 |
| | | WWKX FM | | Woonsocket, RI | | 106.3 | | April 1, 2014 |
| | Reno, NV | KBUL FM | | Carson City, NV | | 98.1 | | October 1, 2021 |
| | | KKOH AM | | Reno, NV | | 780 | | October 1, 2021 |
| | | KNEV FM | | Reno, NV | | 95.5 | | October 1, 2021 |
| | | KWYL FM | | South Lake Tahoe, CA | | 102.9 | | December 1, 2021 |
| | Saginaw, MI | WHNN FM | | Bay City, MI | | 96.1 | | October 1, 2020 |
| | | WILZ FM | | Saginaw, MI | | 104.5 | | October 1, 2020 |
| | | WIOG FM | | Bay City, MI | | 102.5 | | October 1, 2020 |
| | | WKQZ FM | | Midland, MI | | 93.3 | | October 1, 2020 |
|
| | | | | | | | |
| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
| |
| | Salt Lake City, UT | KKAT AM | | Salt Lake City, UT | | 860 | | October 1, 2021 |
| | | KBEE FM | | Salt Lake City, UT | | 98.7 | | October 1, 2021 |
| | | KBER FM | | Ogden, UT | | 101.1 | | October 1, 2021 |
| | | KENZ FM | | Ogden, UT | | 101.9 | | October 1, 2021 |
| | | KHTB FM | | Provo, UT | | 94.9 | | October 1, 2021 |
| | | KFNZ AM | | Salt Lake City, UT | | 1320 | | October 1, 2013 |
| | | KJQS AM | | Murray, UT | | 1230 | | October 1, 2021 |
| | | KUBL FM | | Salt Lake City, UT | | 93.3 | | October 1, 2021 |
| | San Francisco, CA | KGO AM | | San Francisco, CA | | 810 | | December 1, 2013 |
| | | KSFO AM | | San Francisco, CA | | 560 | | December 1, 2013 |
| | | KFFG FM | | Los Gatos, CA | | 97.7 | | December 1, 2021 |
| | | KFOG FM | | San Francisco, CA | | 104.5 | | December 1, 2021 |
| | | KNBR AM | | San Francisco, CA | | 680 | | December 1, 2013 |
| | | KSAN FM | | San Mateo, CA | | 107.7 | | December 1, 2021 |
| | | KTCT AM | | San Mateo, CA | | 1050 | | December 1, 2021 |
| | Santa Barbara, CA | KRRF FM | | Oak View, CA | | 106.3 | | December 1, 2013 |
| | Savannah, GA | WBMQ AM | | Savannah, GA | | 630 | | April 1, 2020 |
| | | WEAS FM | | Springfield, GA | | 93.1 | | April 1, 2020 |
| | | WIXV FM | | Savannah, GA | | 95.5 | | April 1, 2020 |
| | | WJCL FM | | Savannah, GA | | 96.5 | | April 1, 2020 |
| | | WJLG AM | | Savannah, GA | | 900 | | April 1, 2020 |
| | | WZAT FM | | Savannah, GA | | 102.1 | | April 1, 2020 |
| | Shreveport, LA | KMJJ FM | | Shreveport, LA | | 99.7 | | June 1, 2020 |
| | | KQHN FM | | Waskom, TX | | 97.3 | | August 1, 2021 |
| | | KRMD AM | | Shreveport, LA | | 1340 | | June 1, 2020 |
| | | KRMD FM | | Oil City, LA | | 101.1 | | June 1, 2020 |
| | | KVMA FM | | Shreveport, LA | | 102.9 | | June 1, 2020 |
| | Springfield, MA | WHLL AM | | Springfield, MA | | 1450 | | April 1, 2014 |
| | | WMAS FM | | Enfield, CT | | 94.7 | | April 1, 2014 |
| | Stockton, CA | KJOY FM | | Stockton, CA | | 99.3 | | December 1, 2021 |
| | | KWIN FM | | Lodi, CA | | 97.7 | | December 1, 2013 |
| | Syracuse, NY | WAQX FM | | Manlius, NY | | 95.7 | | June 1, 2014 |
| | | WXTL FM | | Syracuse, NY | | 105.9 | | June 1, 2014 |
| | | WSKO AM | | Syracuse, NY | | 1260 | | June 1, 2014 |
| | | WNTQ FM | | Syracuse, NY | | 93.1 | | June 1, 2014 |
| | Tallahassee, FL | WBZE FM | | Tallahassee, FL | | 98.9 | | February 1, 2020 |
| | | WGLF FM | | Tallahassee, FL | | 104.1 | | February 1, 2012 |
| | | WHBT AM | | Tallahassee, FL | | 1410 | | February 1, 2020 |
| | | WHBX FM | | Tallahassee, FL | | 96.1 | | February 1, 2020 |
| | | WWLD FM | | Cairo, GA | | 102.3 | | April 1, 2020 |
| | Toledo, OH | WKKO FM | | Toledo, OH | | 99.9 | | October 1, 2020 |
| | | WLQR AM | | Toledo, OH | | 1470 | | October 1, 2020 |
| | | WRQN FM | | Bowling Green, OH | | 93.5 | | October 1, 2020 |
| | | WLQR FM | | Delta, OH | | 106.5 | | October 1, 2020 |
| | | WWWM FM | | Sylvania, OH | | 105.5 | | October 1, 2020 |
| | | WXKR FM | | Port Clinton, OH | | 94.5 | | October 1, 2020 |
| | | WMIM FM | | Luna Pier, MI | | 98.3 | | October 1, 2020 |
| | Topeka, KS | KDVB FM | | Effingham, KS | | 96.9 | | June 1, 2021 |
| | | KDVV FM | | Topeka, KS | | 100.3 | | June 1, 2021 |
| | | KMAJ AM | | Topeka, KS | | 1440 | | June 1, 2021 |
| | | KMAJ FM | | Carbondale, KS | | 107.7 | | June 1, 2021 |
| | | KTOP FM | | St. Marys, KS | | 102.9 | | June 1, 2021 |
| | | KRWP FM | | Stockton, MO | | 107.7 | | February 1, 2021 |
| | | KTOP AM | | Topeka, KS | | 1490 | | June 1, 2021 |
| | | KWIC FM | | Topeka, KS | | 99.3 | | June 1, 2021 |
|
| | | | | | | | |
| | Market | Stations | | City of License | | Frequency | | Expiration Date of License |
| |
| | Tucson, AZ | KCUB AM | | Tucson, AZ | | 1290 | | October 1, 2021 |
| | | KHYT FM | | Tucson, AZ | | 107.5 | | October 1, 2021 |
| | | KIIM FM | | Tucson, AZ | | 99.5 | | October 1, 2021 |
| | | KSZR FM | | Oro Valley, AZ | | 97.5 | | October 1, 2021 |
| | | KTUC AM | | Tucson, AZ | | 1400 | | October 1, 2021 |
| | Washington, DC | WMAL AM | | Washington, DC | | 630 | | October 1, 2019 |
| | | WRQX FM | | Washington, DC | | 107.3 | | October 1, 2019 |
| | | WMAL FM | | Woodbridge, VA | | 105.9 | | October 1, 2019 |
| | Westchester, NY | WFAS AM | | White Plains, NY | | 1230 | | June 1, 2014 |
| | | WFAS FM | | Bronxville, NY | | 103.9 | | June 1, 2014 |
| | Wichita Falls, TX | KLUR FM | | Wichita Falls, TX | | 99.9 | | August 1, 2021 |
| | | KOLI FM | | Electra, TX | | 94.9 | | August 1, 2021 |
| | | KQXC FM | | Wichita Falls, TX | | 103.9 | | August 1, 2021 |
| | | KYYI FM | | Burkburnett, TX | | 104.7 | | August 1, 2021 |
| | Wilkes-Barre, PA | WARM AM | | Scranton, PA | | 590 | | August 1, 2014 |
| | | WBHT FM | | Mountain Top, PA | | 97.1 | | August 1, 2014 |
| | | WBSX FM | | Hazleton, PA | | 97.9 | | August 1, 2014 |
| | | WSJR FM | | Dallas, PA | | 93.7 | | August 1, 2014 |
| | | WBHD FM | | Olyphant, PA | | 95.7 | | August 1, 2014 |
| | | WMGS FM | | Wilkes-Barre, PA | | 92.9 | | August 1, 2014 |
| | Wilmington, NC | WAAV AM | | Leland, NC | | 980 | | December 1, 2019 |
| | | WGNI FM | | Wilmington, NC | | 102.7 | | December 1, 2019 |
| | | WKXS FM | | Leland, NC | | 94.5 | | December 1, 2019 |
| | | WMNX FM | | Wilmington, NC | | 97.3 | | December 1, 2019 |
| | | WWQQ FM | | Wilmington, NC | | 101.3 | | December 1, 2019 |
| | Worcester, MA | WORC FM | | Webster, MA | | 98.9 | | April 1, 2014 |
| | | WWFX FM | | Southbridge, MA | | 100.1 | | April 1, 2014 |
| | | WXLO FM | | Fitchburg, MA | | 104.5 | | April 1, 2014 |
| | York, PA | WSOX FM | | Red Lion, PA | | 96.1 | | August 1, 2014 |
| | | WSBA AM | | York, PA | | 910 | | August 1, 2014 |
| | | WGLD AM | | Manchester Township, PA | | 1440 | | August 1, 2014 |
| | | WARM FM | | York, PA | | 103.3 | | August 1, 2014 |
| | Youngstown, OH | WBBW AM | | Youngstown, OH | | 1240 | | October 1, 2020 |
| | | WHOT FM | | Youngstown, OH | | 101.1 | | October 1, 2020 |
| | | WLLF FM | | Mercer, PA | | 96.7 | | August 1, 2014 |
| | | WPIC AM | | Sharon, PA | | 790 | | August 1, 2014 |
| | | WQXK FM | | Salem, OH | | 105.1 | | October 1, 2020 |
| | | WSOM AM | | Salem, OH | | 600 | | October 1, 2020 |
| | | WWIZ FM | | West Middlesex, PA | | 103.9 | | August 1, 2014 |
| | | WYFM FM | | Sharon, PA | | 102.9 | | August 1, 2014 |
Regulatory Approvals
The Communications Laws prohibit the assignment or transfer of control of a broadcast license without the prior approval of the FCC. In determining whether to grant an application for assignment or transfer of control of a broadcast license, the Communications Act requires the FCC to find that the assignment or transfer would serve the public interest. The FCC considers a number of factors in making this determination, including (1) compliance with various rules limiting common ownership or control of media properties, (2) the financial and “character” qualifications of the assignee or transferee (including those parties holding an “attributable” interest in the assignee or transferee), (3) compliance with the Communications Act’s foreign ownership restrictions, and (4) compliance with other Communications Laws, including those related to programming and filing requirements. As discussed in greater detail below, the FCC may also review the effect of proposed assignments and transfers of broadcast licenses on economic competition and diversity. See “— Antitrust and Market Concentration Considerations.”
For example, in connection with the Citadel Merger, we agreed to divest certain stations to comply with FCC ownership limits. These stations were assigned to a trustee under divestiture trusts that comply with FCC rules. The trust agreements stipulate that we must fund any operating shortfalls from the activities of the stations in the trusts, and any excess cash flow generated by such stations will be distributed to us until the stations are sold. For additional information see Note 2, “Acquisitions and Dispositions.”
Ownership Matters
The Communications Act restricts us from having more than one-fourth of our capital stock owned or voted by non-U.S. persons, foreign governments or non-U.S. corporations. We are required to take steps to monitor the citizenship of our stockholders periodically through representative samplings of stockholder citizenship or other appropriate means to establish a reasonable basis for certifying compliance with the foreign ownership restrictions of the Communications Act.
The Communications Laws also generally restrict (1) the number of radio stations one person or entity may own, operate or control in a local market, (2) the common ownership, operation or control of radio broadcast stations and television broadcast stations serving the same local market, and (3) the common ownership, operation or control of a radio broadcast station and a daily newspaper serving the same local market.
To our knowledge, none of these multiple and cross ownership rules requires any change in our current ownership of radio broadcast stations or precludes consummation of our pending acquisitions. The Communications Laws limit the number of additional stations that we may acquire in the future in our existing markets as well as any new markets.
Because of these multiple and cross ownership rules, a purchaser of our voting stock who acquires an “attributable” interest in us (as discussed below) may violate the Communications Laws if such purchaser also has an attributable interest in other radio or television stations, or in daily newspapers, depending on the number and location of those radio or television stations or daily newspapers. Such a purchaser also may be restricted in the companies in which it may invest to the extent that those investments give rise to an attributable interest. If one of our stockholders with an attributable interest violates any of these ownership rules, we may be unable to obtain from the FCC one or more authorizations needed to conduct our radio station business and may be unable to obtain FCC consents for certain future acquisitions.
The FCC generally applies its television/radio/newspaper cross-ownership rules and its broadcast multiple ownership rules by considering the “attributable” interests held by a person or entity. With some exceptions, a person or entity will be deemed to hold an attributable interest in a radio station, television station or daily newspaper if the person or entity serves as an officer, director, partner, stockholder, member, or, in certain cases, a debt holder of a company that owns that station or newspaper. If an interest is attributable, the FCC treats the person or entity that holds that interest as the “owner” of the radio station, television station or daily newspaper in question, and that interest thus counts against the person in determining compliance with the FCC’s ownership rules.
With respect to a corporation, officers, directors and persons or entities that directly or indirectly hold 5% or more of the corporation’s voting stock (20% or more of such stock in the case of insurance companies, investment companies, bank trust departments and certain other “passive investors” that hold such stock for investment purposes only) generally are attributed with ownership of the radio stations, television stations and daily newspapers owned by the corporation. As discussed below, participation in an LMA or a joint sales agreement (“JSA”) also may result in an attributable interest. See “— Local Marketing Agreements.”
With respect to a partnership (or limited liability company), the interest of a general partner (or managing member) is attributable. The following interests generally are not attributable: (1) debt instruments, non-voting stock, options and warrants for voting stock, partnership interests, or membership interests that have not yet been exercised; (2) limited partnership or limited liability company membership interests where (a) the limited partner or member is not “materially involved” in the media-related activities of the partnership or limited liability company, and (b) the limited partnership agreement or limited liability company agreement expressly “insulates” the limited partner or member from such material involvement by inclusion of provisions specified in FCC rules; and (3) holders of less than 5% of an entity’s voting stock, non-voting equity and debt interests (unless stock holdings, whether voting or non-voting, and/or debt interests collectively constitute more than 33% of a station’s “enterprise value”, which consists of the total equity and debt capitalization, and the non-voting stockholder/debt holder has an attributable interest in another radio station, television station or newspaper in the same market or supplies more than 15% of the programming of the station owned by the debtor).
In December 2011, the FCC issued a Notice of Proposed Rulemaking based on its 2010 quadrennial review of broadcast ownership rules (which is required by statute). The FCC tentatively concluded that (1) the existing limitations on the number of
radio stations a party can own in a particular market remain necessary to serve the public interest, (2) it should retain the AM/FM subcaps which limit the number of radio stations a single party can own in a particular service (AM or FM) in an individual market, (3) it should reinstate a rule adopted in 2008 (and subsequently voided by a court on appeal) to relax the radio/television-newspaper cross-ownership rule in the top 20 DMAs under certain conditions, and (4) it should repeal the radio-television cross ownership rule which restricts a party’s ability to own radio and television stations in the same market. In each case, the FCC requested comment on these tentative conclusions, and, more specifically, whether the change in the competitive landscape over the last fifteen years — including the advent of satellite radio, the Internet, and radio’s use of digital technology — warrants changes to its broadcast ownership rules. The FCC also requested comments concerning the impact of its local radio ownership rule on minority and female broadcast ownership. In June 2013, the FCC requested comment on a study submitted by the Minority Media & Telecommunications Council (“MMTC”) which concluded that the elimination of the FCC’s cross-ownership rules for radio and television as well as for newspapers would have a negligible impact on minority and female ownership of radio and television stations. We cannot predict the timing or outcome of this proceeding or whether any new rules adopted by the FCC will have a material adverse effect on us.
Programming and Operation
The Communications Act requires broadcasters to serve the “public interest.” To satisfy that obligation broadcasters are required by FCC rules and policies to present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness. FCC rules require that each radio broadcaster place a list in its public inspection file at the end of each quarter which identifies important community issues and the programs the radio broadcaster used in the prior quarter to address those issues. The FCC adopted rules for television broadcasters in 2008, which require that certain portions of a television station’s public inspection file be made available on the Internet. On October 27, 2011, the FCC issued an Order on Reconsideration and Further Notice of Proposed Rulemaking in that same proceeding in which it concluded that there were some “radio-specific” concerns that needed to be addressed prior to implementing the online public file requirements for radio stations. We cannot predict at this time to what extent, if any, the FCC’s proposals will be adopted or the impact which adoption of any one or more of those proposals will have on the Company.
Complaints from listeners concerning a station’s programming may be filed at any time and will be considered by the FCC both at the time they are filed and in connection with a licensee’s renewal application. FCC rules also require broadcasters to provide equal employment opportunities (“EEO”) in the hiring of new personnel, to abide by certain procedures in advertising employment opportunities, to make information available on employment opportunities on their website (if they have one), and maintain certain records concerning their compliance with EEO rules. The FCC will entertain individual complaints concerning a broadcast licensee’s failure to abide by the EEO rules but also conducts random audits on broadcast licensees’ compliance with EEO rules. We have been subject to numerous EEO audits. To date, none of those audits has disclosed any major violation that would have a material adverse effect on our operations. Stations also must follow provisions in the Communications Laws that regulate a variety of other activities, including political advertising, the broadcast of obscene or indecent programming, sponsorship identification, the broadcast of contests and lotteries, and technical operations (including limits on radio frequency radiation). We are and have been subject to listener complaints from time to time, and, while none of them has had a material adverse effect our operations as a whole to date, we cannot predict whether any future complaint might have a material adverse effect on our financial condition or results of operations.
Local Marketing Agreements
A number of radio stations, including certain of our stations, have entered into LMAs. In a typical LMA, the licensee of a station makes available, for a fee and reimbursement of its expenses, airtime on its station to a party which supplies programming to be broadcast during that airtime, and collects revenues from advertising aired during such programming. LMAs are subject to compliance with the antitrust laws and the Communications Laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances.
A station that brokers more than 15% of the weekly programming hours on another station in its market will be considered to have an attributable ownership interest in the brokered station for purposes of the FCC’s ownership rules. As a result, a radio station may not enter into an LMA that allows it to program more than 15% of the weekly programming hours of another station in the same market that it could not own under the FCC’s multiple ownership rules.
Joint Sales Agreements
From time to time, radio stations enter into JSAs. A typical JSA authorizes one party or station to sell another station’s advertising time and retain the revenue from the sale of that airtime in exchange for a periodic payment to the station whose
airtime is being sold (which may include a share of the revenue collected from the sale of airtime). Like LMAs, JSAs are subject to compliance with antitrust laws and the Communications Laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances.
Under the FCC’s ownership rules, a radio station that sells more than 15% of the weekly advertising time of another radio station in the same market will be attributed with the ownership of that other station. For that reason, a radio station cannot have a JSA with another radio station in the same market if the FCC’s ownership rules would otherwise prohibit that common ownership.
In January 2000, the FCC released a Report and Order adopting rules for a new Low Power FM (“LPFM”) service consisting of two classes of radio stations, one with a maximum power of 100 watts and the other with a maximum power of 10 watts. On December 11, 2007, the FCC released a Report and Order which made changes in the rules and provided further protection for LPFM radio stations and, in certain circumstances, required full power stations (like the ones we own) to provide assistance to LPFM stations in the event they are subject to interference or are required to relocate their facilities to accommodate the inauguration of new or modified service by a full power radio station. The FCC has limited ownership and operation of LPFM stations to persons and entities that do not currently have an attributable interest in any FM station and has required that LPFM stations be operated on a non-commercial educational basis. The FCC has granted numerous construction permits for LPFM stations and many LPFM stations are now operating around the country. To date, LPFM radio stations have not had a material adverse effect on our operations. The Local Radio Community Act of 2010 (the “LRCA”), which was signed into law in January 2011, requires the FCC to, among other things, (1) modify its rules to authorize LPFM stations to operate on second-adjacent channels to full-power radio stations, and (2) waive second-adjacent channel separation requirements if the proposed operation of an LPFM station would not cause interference to any authorized full-power station. This law required the FCC to complete a study within one year of enactment to assess the economic impact that LPFM stations have on full-power radio stations like the stations we own. In compliance with this law, the FCC issued several reports in 2012 in which it found that LPFM stations generally serve areas that are substantially smaller in size and population than those served by full-service commercial radio stations, that LPFM stations have less of an Internet presence than full-power stations, that LPFM stations offer program formats different than full-power stations, and that the average LPFM station located in an Nielsen Audio market has negligible ratings and a significantly smaller audience than most full-power stations in the same market.
In its most recent report issued on December 4, 2012, the FCC restricted the number of applications an individual party could file for new LPFM stations (no more than 70 applications on a nationwide basis and no more than three applications in any particular market) to deter speculative applications by parties who were interested in selling authorizations rather than building and operating the LPFM stations.
The FCC’s action under the LRCA could increase the number of LPFM stations in markets where we have stations, and that increase could produce interference from LPFM stations to our stations. We cannot predict at this time whether the LRCA in particular or the advent of LPFM service in general will have a material adverse impact on our operations in the future. Nor can we predict whether LPFM service could increase competition for listeners and revenues and have a material adverse effect on our operations.
In April 2009, the FCC issued a notice of proposed rulemaking that proposed a number of changes in the FCC’s policies for allocating radio stations to particular markets and preferences that would be accorded to applicants to implement the command of Section 307(b) of the Communications Act that radio services be distributed fairly throughout the country.
On March 3, 2011, the FCC issued an order in that rulemaking proceeding which would limit the ability of a broadcaster to move a radio station from one community to another. The FCC created a rebuttable presumption that would apply when a proposed community is located in an urbanized area or when the station could cover more than 50% of an urbanized area through the proposed community. In either of those circumstances, it would be presumed that the broadcaster intends to serve the entire urbanized area rather than the specified community and would not be allowed to change the station’s community of license unless the broadcaster presented a compelling showing that (1) the proposed community is “truly” independent of the urbanized area, (2) the proposed community has a specific need for an outlet for local expression separate from the urbanized area, and (3) the station would be able to serve the community’s need for a local outlet. The FCC further explained that (1) in no event would it approve any proposa