SGA 10-K & 10-Q changes, risk factors and insider trading

We derive revenues from the sale of advertising and expenditures by advertisers tend to be cyclical and are reflective of economic conditions. Periods of a slowing economy, recession or economic uncertainty may be accompanied by a decrease in advertising. Financial and economic conditions continue to be uncertain over the longer term and the continuation or worsening of such conditions, including prolonged or increased inflationary developments, could reduce consumer confidence and have an adverse effect on our business, results of operations and/or financial condition. If consumer confidence were to decline, this decline could negatively affect our advertising customers' businesses and their advertising budgets. In addition, volatile economic conditions could have a negative impact on our industry or the industries of our customers who advertise on our stations,stations or through our digital programs, resulting in reduced advertising sales. Furthermore, it may be possible that actions taken by any governmental or regulatory body for the purpose of stabilizing the economy or financial markets will not achieve their intended effect. In addition to any negative direct consequences to our business or results of operations arising from these financial and economic developments, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers on whom we rely, including our access to future capital or financing arrangements necessary to support our business. Our inability to obtain financing in amounts and at times necessary could make it more difficult or impossible to meet our obligations or otherwise take actions in our best interests.

The effects of health epidemics, pandemics or similar outbreaks, natural disasters and other catastrophes in the future,future may also impact financial markets and corporate credit markets which could adversely impact our access to financing or the terms of any such financing. To the extent pandemics or outbreaks adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described herein.

The Success of Our Business is Dependent Upon Advertising Revenues, which are Seasonal and Cyclical, and also Fluctuate as a Result of a Number of Factors, Some of Which are Beyond Our Control.Control

Our operations and revenues also 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 fourththird quarters of the year. 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.

Historically our top five marketsmarkets, when combined represented 36%34% and 37%36% of our net operating revenue for the years ended December 31, 2024,2025, and 2023,2024, respectively. Accordingly, we may have greater exposure to adverse events or conditions that affect the economy in any of these markets, which could have a material adverse effect on our revenue, results of operations and financial condition.

The ongoing supply chain and labor shortage issues could result in an adverse impact on our business due to our customer’scustomers’ reduction in advertising spending as their businesses are negatively impacted by low inventories, product delays, and labor shortages resulting in reduced revenue.

The Russia-UkraineUS/Israel-Iran war and theother conflict in Gazaconflicts have created not only great devastation but also a worldwide instability that could impact economies across the globe. While direct impacts to our business are limited, the indirect impacts to our customers could impact demand for advertising and other indirect impacts could arise. In addition, the impact of other current macro-economic factors on our business, including inflation, supply chain constraints and geopolitical events, is uncertain.

The US government has recently indicated its intent to adopt a new approach to trade policy including initiating or considering the imposition of tariffs on certain foreign goods. Changes in US trade policy could result in one or more of US trading partners adopting responsive trade policies making it more difficult or costly for US exports to those countries. These measures could also result in increased inflation and reduced US real gross domestic product and otherwise adversely impact the US economy. While tariffs have not had a material impact on our business, financial condition or results of operations to date, we cannot predict future trade policy or the terms of any new tariffs and retaliatory measures and their impact on our business. The adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade policies has the potential to adversely impact the US and global economy and our customers’ businesses. This in turn could adversely impact our business, financial condition and results of operations due to our customer’scustomers’ reduction in advertising spending as their businesses are negatively impacted by a decline in the US economy.

Our credit facility contains a number of financial covenants which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances. Our ability to meet these financial ratios can be affected by operating performance or other events beyond our control, and we cannot assure you that we will meet those ratios. Certain events of default under our credit facility could allow the lenders to declare all amounts outstanding to be immediately due and payable and, therefore, could have a material adverse effect on our business. We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the credit facility and each of our subsidiaries has guaranteed the credit facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the credit facility.

Radio broadcasting is a highly competitive business. Our stations compete for listeners and advertising revenues within their respective markets directly with other radio stations, as well as with other media, such as broadcast radio (as applicable), cable television and/or radio, satellite televisionradio, streaming of audio and/or satellitevideo radioon systems,the internet, broadcast, satellite, and cable television, newspapers, magazines, outdoor advertising, direct mail, the Internet, couponsmail and billboarda advertising.growing number of digital advertising providers. These digital competitors include local and regional marketing agencies, national digital advertising firms and large technology platforms that provide advertising services directly to businesses. Audience ratings and market shares are subject to change, and any change in a particular market could have a material adverse effect on the revenue of our stations located in that market. While we already compete in some of our markets with other stations with similar programming formats, if another radio station in a market were to convert its programming format to a format similar to one of our stations, or if a new station were to adopt a comparable format or if an existing competitor were to strengthen its operations, our stations could experience a reduction in ratings and/or advertising revenue and could incur increased promotional and other expenses. Other radio broadcasting companies may enter into the markets in which we operate or may operate in the future. These companies may be larger and have more financial resources than we have. We cannot assure you that any of our stations will be able to maintain or increase their current audience ratings and advertising revenues.

Our business is partially dependent upon the performance of certain key individuals, particularlyincluding Christopher S. Forgy, our President and CEO. Although we have entered into employment and non-competition agreements with Mr. Forgy, which terminate on December 6, 2029, and certain other key personnel, including on-air personalities, we cannot be sure that such key personnel will remain with us. We can give no assurance that all or any of these employees will remain with us or will retain their audiences. Many of our key employees are at-will employees who are under no legal obligation to remain with us. Our competitors may choose to extend offers to any of these individuals on terms which we may be unwilling to meet. If any of our key executives were to become unable to perform their duties due to health concerns or any other reason, it could result in a loss of institutional knowledge, disruption of our strategic initiatives, and could adversely affect our ability to execute our business plans effectively. The unavailability or loss of one or more of these individuals, whether temporarily or permanently, could materially and adversely impact our business, financial condition, and results of operations. In addition, any or all of our key employees may decide to leave for a variety of personal or other reasons beyond our control. Furthermore, the popularity and audience loyalty of our key on-air personalities is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our control and could limit our ability to generate revenues. We may not be able to locate or attract suitable replacements for our key personnel in a timely manner, or at all, which could further exacerbate these risks.

As another part of our strategy, we have historically pursued and may continue to pursue acquisitions of additional radio stations,stations subjector toother therelated terms of our credit facility. Competitors may be able to outbid us for acquisitions.businesses. As a result of thesea number of factors, including competitors that are also trying to make acquisitions and otherthe factors,availability of capital, our ability to identify and consummate future acquisitions is uncertain.

Our consummation of all future acquisitions is subject to various conditions, including FCCFCC, if a radio station license is being transferred or assigned and other regulatory approvals. The FCC must approve any transfer of control or assignment of broadcast licenses. Such acquisitions could be delayed by shutdowns of the U.S. Government. In addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws. Our future acquisitions may be subject to notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and to a waiting period and possible review by the Department of Justice and the Federal Trade Commission. Any delays, injunctions, conditions or modifications by any of these federal agencies could have a negative effect on us and result in the abandonment of all or part of otherwise attractive acquisition opportunities. We cannot predict whether we will be successful in identifying future acquisition opportunities that are determined to be strategic for the Company or what the consequences will be of any such acquisitions.

Certain of our acquisitions may prove unprofitable and fail to generate anticipated cash flows. In addition, the success of any completed acquisition will depend on our ability to effectively integrate the acquired stations.business. The process of integrating acquired stations or businesses may involve numerous risks, including difficulties in the assimilation of operations, the diversion of management’s attention from other business concerns, risk of entering new markets, and the potential loss of key employees of the acquired stations.

The market price of our common stock has fluctuated in the past and may continue to be volatile. In addition to stock market fluctuations due to economic or other factors, the volatility of our shares may be influenced by lower trading volume and concentrated ownership relative to many of our publicly-heldpublicly held competitors. Because several of our shareholders own significant portions of our outstanding shares, our stock is relatively less liquid and therefore more susceptible to price fluctuations than many other companies’ shares. If these shareholders were to sell all or a portion of their holdings of our common stock, then the market price of our common stock could be negatively affected. Investors should be aware that they could experience short-term volatility in our stock if such shareholders decide to sell all or a portion of their holdings of our common stock at once or within a short period of time.

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

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) to assess our financial performance. For example, we evaluate the performance of our markets based on “station operating income” (operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, and impairment of intangible assets and impairment of goodwill). and use “same station” financial information when analyzing year over year variances. Station operating income is generally recognized by the broadcasting industry as a measure of performance, is used by analysts who report on the performance of the broadcasting industry, and it serves as an indicator of the market value of a group of stations. In addition, we use it to evaluate individual stations, market-level performance, overall operations and as a primary measure for incentive basedincentive-based compensation of executives and other members of management. Station operating income is not necessarily indicative of amounts that may be available to us for debt service requirements, other commitments, reinvestment or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for, our results of operations presented on a GAAP basis. Same station financial information excludes stations that we did not own or operate for the entire comparable period.

We are a media company primarily engaged in acquiring, developing and operating broadcast properties including opportunities complimentarycomplementary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. We review acquisition opportunities on an ongoing basis.

Our revenue varies throughout the year. Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year. Political revenue was significantly higherlower in 20242025 due to the increaseddecreased number of national, state, and local elections in most of our markets as compared to 2023.2024. Our gross political revenue for the years ended December 31, 20242025 and 20232024 was $3,263,000$650,000 and $944,000,$3,263,000, respectively. We expect political revenue in 20252026 to decreaseincrease from 20242025 levels as a result of lessmore elections in 20252026 at the local, state and national levels.

When we acquire and/or begin to operate a station or group of stations we generally increase programming and advertising and promotion expenses to increase our share of our target demographic audience. Our strategy sometimes requires levels of spending commensurate with the revenue levels we plan on achieving in two to fivefour years. During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations are increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired station or group of stations.

During the years ended December 31, 20242025 and 2023,2024, our Charleston, South Carolina; Columbus, Ohio; Des Moines, Iowa; Milwaukee, Wisconsin; and Norfolk, Virginia; and Portland, Maine markets, when combined, represented approximately 36%34% and 37%,36%, respectively, of our consolidated net operating revenue. An adverse change in any of these radio markets or relative market position in those markets could have a significant impact on our operating results as a whole.

During the years ended December 31, 20242025 and 2023,2024, the radio stations in our five largest markets when combined, represented approximately 37%39% and 40%, respectively, of our consolidated station operating income.income (loss). The following tables describe the percentage of our consolidated station operating income (loss) represented by each of these markets:

For the year ended December 31, 2025, consolidated net operating revenue was $107,112,000 compared with $112,919,000 for the year ended December 31, 2024, consolidated net operating revenue was $112,919,000 compared with $115,504,000 for the year ended December 31, 2023, a decrease of $2,585,000$5,807,000 or 2.2%.5.1%. We had an increase of approximately $1,760,000$725,000 that was attributable to stations that we did not own or operate for the entire comparable period, offset by a decrease of $4,345,000$6,532,000 generated by stations we owned or operated for the comparable period in 20232024 (“same station”). The decrease in same station revenue in 20242025 was due to decreases in gross local revenues of $8,868,000$5,202,000, gross political revenue of $2,613,000, gross national revenue of $1,741,000 and gross non-spot revenue of $235,000 partially offset by increases in gross political revenue of $2,308,000 and gross interactive or digital revenue of $1,745,000$2,603,000 and a decrease in agency commission of $439,000$985,000 from 2023.2024. The most significant decreases in gross local revenue occurred in our Clarksville, Tennessee; Columbus, Ohio; Des Moines, Iowa; Ithaca, New York; Jonesboro, Arkansas; Keene, New Hampshire/Brattleboro, Vermont; and Milwaukee,Norfolk, Wisconsin;Virginia markets partially offset by increasesan increase at our Asheville, North Carolina market. The gross political revenue decreased due to a decrease in the number of national, state and Charlottesville,local Virginia.elections. The decrease in gross national revenue is primarily due to decreases in our Charleston, South Carolina; Columbus, Ohio; Manchester, New Hampshire; Ocala, Florida; and Portland Maine, partially offset by an increase in our Norfolk, Virginia market. The increase in gross digital revenue is primarily due to an increase in our streaming, website advertising, search engine management (“SEM”) and targeted display revenue. The decrease in our agency commissions is due to the decrease in local agency revenue. The gross political revenue increased due to an increase in the number of national, state and local elections. The increase in gross interactive results is primarily due to an increase in our streaming and website advertising revenue.

Station operating expense was $96,905,000$91,781,000 for the year ended December 31, 2025, compared with $91,835,000 for the year ended December 31, 2024, compareda with $92,930,000 for the year ended December 31, 2023, an increasedecrease of $3,975,000$54,000 or 4.3%.0.1%. We had an increase of approximately $1,883,000$842,000 that was attributable to stations that we did not own or operate for the comparable period combinedoffset with ana increasedecrease of $2,092,000$896,000 generated by stations we owned or operated for the comparable period in 2023.2024. The increasedecrease in same station operating expenses was primarily a result of increasesdecreases in compensation-related expenses, advertising and promotional expenses, bad debt expenses, interactive fulfillment and content expenses, sales rating survey expenses and advertisingmaintenance and promotionrepairs expenses of $1,061,000,$2,323,000, $582,000,$470,000, $283,000, $249,000,$316,000 and $135,000,$225,000, respectively, partially offset by decreasesincreases in music licensing expenses and barterdigital services expenses of $120,000$2,121,000 and $103,000,$367,000, respectively from 2023.2024. As disclosed in Note 12 in the accompanying notes to the consolidated financial statements, on August 19, 2025 the RMLC announced (as did each of ASCAP and BMI, respectively) that the RMLC had entered into separate settlement agreements with each of ASCAP and BMI to resolved rate-setting proceedings pending in the United States District Court for the Southern District of New York. The settlements established final license fee rates which apply retroactively for the period January 1, 2022 through December 31, 2025 and on a go forward basis until December 31, 2029. During the year ended December 31, 2025, the Company recorded an aggregate of approximately $2.2 million related to the ASCAP and BMI retroactive adjustments in station operating expenses in the Company’s Consolidated Statement of Income (Loss).

We generated a net incomeloss of $3,460,000$7,899,000 ($0.55$1.22 per share on a fully diluted basis) during the year ended December 31, 2024,2025, compared to $9,500,000net income $3,460,000 ($1.55$0.55 per share on a fully diluted basis) for the year ended December 31, 2023,2024, a decrease of $6,040,000.$11,359,000. The decrease in net income is due to the decrease of operating income, resulting primarily from the non-cash impairment charges described above,above. We also experienced an increase in interest expense of $175,000, and$86,000, a decrease in interest income of $394,000$143,000, partiallya offset by an increasedecrease in other income of $1,397,000$1,411,000 andwhich were partially offset by a decrease in income taxes of $2,265,000.$3,680,000. The increase in interest expense is due to an increase in debt outstanding. The decrease in interest income is related to the decrease in the amount of short-term investment accounts. The increase in other income in 2025 of $105,000 is duerelated to theinsurance proceeds and in 2024 it is related to $1,133,000 received related to the sale of an investment in BMI and $384,000$383,000 in insurance proceeds received as a result of weather-related damages.proceeds. The gain on sale of investment and gain on insurance claims are recorded in other (income) expense, net in the Company’s Consolidated Statement of Income.Income (Loss). The decrease in our income tax expense is due to lowerthe net loss before income tax benefit compared to the net income before income tax expense for the comparable period.

OnIn connection with the Sale-Leaseback Transaction described in Note 16 to the accompanying consolidated financial statements, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $50,000,000 to $40,000,000, and (ii) releasing the Agent’s security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral. Previously, on December 19, 2022, we entered into a Third Amendment to our Credit Facility, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (collectively, the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points.

We had $5,000,000 debt outstanding at December 31, 20242025 and no debt outstanding at December 31, 2023.2024 that we borrowed in conjunction with our Lafayette acquisition.

In FebruaryMarch 2013, our Board of Directors authorized an increase to our Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $75.8 million of our Class A Common Stock. From the Buy-Back Program’s inception in 1998 through December 31, 2024,2025, we have repurchased 2.22.4 million shares of our Class A Common Stock for $58.1$60.6 million. During the year ended December 31, 2024,2025, approximately 21,865184,000 shares were repurchased for $2,100,000 under privately negotiated transactions and approximately 35,000 shares were retained for payment of withholding taxes for $290,344$400,000 related to the vesting of restricted stock. We halted the directions for any additional buybacks under our plan in 2020. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.

During 2024,2025, the Company’s Board of Directors has declared four quarterly cash dividends and a variable dividend on its Class A Common Stock. These dividends, totaling $1.60$1.00 per share and approximately $10.0$6.4 million were paid during 2024.2025.

During 2023,2024, the Company’s Board of Directors declared four quarterly cash dividends and onea specialvariable dividend on its Class A Common Stock. These dividends, totaling $3.00$1.60 per share and approximately $18.6$10.0 million were accrued or paid during 2023.2024.

During 2024,2025, we used the proceeds from our U.S. Treasury Bills to purchase additional U.S. Treasury Bills when they were up for redemption at various times through the year. We redeemed $21.7$18.2 million in U.S. Treasury Bills and purchased an additional $19.7$18.2 million in U.S. Treasury Bills. At December 2024,2025, we have recorded $8.9$9.3 million of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $8.9$9.3 million. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from MarchJanuary 20252026 to JuneMay 2025.2026.

Broadcast Licenses and Goodwill: As of December 31, 2024,2025, we have recorded approximately $91,497,000$90,311,000 in broadcast licenses and $19,229,000 in goodwill,licenses, which represents 50%45% of our total assets. In assessing the recoverability of these assets, we must conduct impairment testing and charge to operations an impairment expense only in the periods in which the carrying value of these assets is more than their fair value. We conduct the impairment testing of broadcast licenses and goodwill annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. During the fourth quarter of 2025, we recorded an impairment loss of $20,397,000 for broadcast licenses and goodwill. There was no impairment of broadcast licenses or goodwill in 2024.

We believe our estimate of the value of our broadcast licenses is a critical accounting estimate as the value is significant in relation to our total assets, and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance of our stations. These variables include but are not limited to: (1) the forecast growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. Changes in our estimates of the fair value of these assets could result in material future period write-downs in the carrying value of our broadcast licenses. As a result of our annual broadcast license impairment test in the fourth quarter of 2025, we noted that the fair value exceeded the carrying value of our broadcast license in Ithaca, New York, resulting in a $1.2 million non-cash impairment charge. For illustrative purposes only, during our 20242025 impairment test had the fairdiscount values of eachrate of our broadcasting licenses that had been lowerquantitatively tested been higher by 10%0.5% we would have recorded an additional broadcast license impairment of approximately $108,000; had the fair values of each of our broadcasting licenses been lower by 20%, we would have recorded an additional broadcast license impairment of approximately $335,000; and had the fair value of our broadcasting licenses been lower by 30%, we would have recorded an additional broadcast license impairment of approximately $714,000.$670,000.

Additionally, our estimate of the value of our goodwill is a critical accounting estimate and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance. As part of our annual goodwill impairment test in the fourth quarter of 2025, which indicated that the fair value of the reporting unit was below its carrying value, we have reduced our goodwill to zero, resulting in a $19.2 million non-cash impairment charge. The impairment was driven by lower than expected revenue growth seen in the fourth quarter of 2025 for our radio advertising revenue and the radio industry as a whole which resulted in less than favorable market projections and operating profit margins used in our annual impairment calculation performed in the fourth quarter. We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our goodwill, however, these estimates and assumptions are highly judgmental in nature. Our estimated fair value of our goodwill exceeds our carrying value by 22%. Actual results can be materially different from estimate and assumptions. If actual market conditions are less favorable than those projected byFollowing the industryimpairment orcharge, byno us,goodwill ofremains ifrecorded events occur or circumstances changes that would reducefor the estimatedreporting fair value of our goodwill below the carrying value, we may recognize future impairment charges, the amount of which may be material. For illustrative purposes only, if the discount rate increased by 1.0%, the estimated fair value of our goodwill would only exceed our carrying value by 13%.unit.

Except as described below, there have been no material changes to the risk factors previously disclosed in response to Part 1, “Item 1A. Risk Factors,” of our annual report on Form 10-K for the year ended December 31, 2025.2025 and subsequently updated in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026..

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “will,” “may,” “believes,” “intends,” “expects,” “anticipates,” “plans,” “estimates,” “guidance,” and similar expressions that are intended to identify forward-looking statements that are not historical facts. These statements are made as of the date of this report or as otherwise indicated, based on current expectations. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions (“Future Factors”) that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. We undertake no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events (whether anticipated or unanticipated), or otherwise Future Factors include, among others, changes in national, regional and local economic conditions and advertising demand; shifts in audience behavior and listening habits; competition from traditional and non-traditionalnon media,traditional media; including digital, streaming and other online platforms; our ability to attract and retain advertising customers and to maintain or increase advertising rates; adverse changes in interest rates and interest rate relationships; our financialability leverage,to maintain sufficient liquidity following the repayment and termination of our Credit Agreement; our ability to complyobtain withadditional debtfinancing covenants,on acceptable terms, if needed; and servicethe impact of reduced committed borrowing capacity on our indebtednessability to pursue acquisitions, capital allocation initiatives or other strategic opportunities; dependence on key personnel; dependence on key stations and the advertising revenue they generate; U.S. national and local economic conditions or an economic recession; market volatility; demand for our services; the degree of competition by traditional and non-traditional competitors; our ability to successfully integrate acquired stations; regulatory requirements including royalties we pay; variability in political advertising revenue due to election cycles, timing, candidate spending levels, regulatory developments, and advertising demand; our ability to execute our digital strategy, including our ability to deliver measurable outcomes across paid search, display, social and online news offerings; our ability to successfully implement and scale our consumer-journey focus (including “Click, Visit, Call and Search”) and to demonstrate value to customers; our ability to maintain and grow our “blended advertising” model and to integrate radio and digital solutions in a manner that is easy for advertisers to adopt; governmental and regulatory policy changes; changes in tax laws; the impact of technological advances; risks associated with cyber-attacks on our computer systems and those of our vendors; the outcomes of contingencies; trends in audience behavior; damage to our reputation resulting from adverse publicity, regulatory actions, litigation, and operational failures, the failure to meet client or listener expectations and other facts; changes in local real estate values; natural disasters; terrorist attacks; geopolitical conflicts, including conflicts in regions where we or our advertisers conduct business, the effects of widespread outbreak of illness or disease, inflation or deflation; our belief that our cash flow from operations will be sufficient to meet debt service requirements for payments of interest and scheduled payments of principal under our Credit Agreement if we borrow in the future; increased energy costs; and risk factors described in our annual report on Form 10-K for the year ended December 31, 2025 or elsewhere in this quarterly report. These are representative of the Future Factors that could cause a difference between an ultimate actual outcome and a forward-looking statement.

We use certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) to assess our financial performance. For example, we evaluate the performance of our markets based on “station operating income” (operating income plus corporate general and administrative expenses, depreciation and amortization, other operating (income) expenses, impairment of intangible assets and impairment of goodwill). Station operating income is generally recognized by the broadcasting industry as a measure of performance, is used by analysts who report on the performance of the broadcasting industry, and it serves as an indicator of the market value of a group of stations. In addition, we use it to evaluate individual stations, market-level performance, overall operations and as a primary measure for incentive-based compensation of executives and other members of management. Station operating income is not necessarily indicative of amounts that may be available to us for debt service requirements, other commitments, reinvestment or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for,for our results of operations presented on a GAAP basis. The most directly comparable GAAP measure to station operating income is operating income (loss).

Most advertising contracts are short-term and generally run for a few weeks only. The majority of our revenue is generated from local advertising, which is sold primarily by each radio market’s sales staff. For the threesix months ended MarchJune 31,30, 2026 and 2025, approximately 90% and 88%,90%, respectively, of our radio stations’ gross revenue was from local advertising. To generate national advertising sales, we engage independent advertising sales representative firms that specialize in national sales for each of our broadcast markets.

Our revenue varies throughout the year. Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year. Furthermore, political advertising revenue may fluctuate significantly from period to period and year to year based on election cycles, the timing and competitiveness of races within our markets, and advertiser spending patterns. While gross political revenue was not a significant factor in our results during the first quartersix results,months of 2026, we expect political advertising to increase in periods that include higher levels of election activity; however, the timing and amount of political revenue is difficult to predict and may vary materially from historical levels. Our gross political revenue for the threesix months ended MarchJune 31,30, 2026 and 2025 was $275,000$725,000 and $271,000,$321,000, respectively. For the remainder of the year, we have approximately $1.1 million of gross political revenue sold for a total of $1.4$1.9 million of gross political revenue sold thus far for the entire year compared to $650,000 for 2025.

Paid search advertising campaigns are designed to reach consumers actively searching for products or services. Targeted digital display advertising campaigns are delivered through programmatic advertising platforms and allow advertisers to reach audiences based on geographic location, behavioral attributes, contextual relevance and other targeting parameters. Most of our radio stations are able to be streamed on third party music platforms and our customers advertise between songs played on the streaming service. Additionally, we have online news sites, where advertisers place web banners that link to the client’s website and other e-commerce initiatives. Performance within these digital product categories may vary based on consumer behavior, advertiser demand, and the effectiveness of our sales execution. We consider these categories part of our broader digital strategy to provide advertisers with measurable outcomes across multiple touchpoints in the consumer journey. For the threesix months ended MarchJune 31,30, 2026 and 2025, approximately 19% and 14%, respectively, of our radio stations’ gross revenue was from digital advertising.

During the threesix months ended MarchJune 31,30, 2026 and 2025 and the yearstwelve months ended December 31, 2025 and 2024, our Charleston, South Carolina:; Columbus, Ohio; Milwaukee, Wisconsin; Norfolk, Virginia; and Portland, Maine markets, when combined, represented approximately 36%, 35%, 34% and 36%, respectively, of our consolidated net operating revenue. An adverse change in any of these radio markets or our relative market position in those markets could have a significant impact on our operating results as a whole.

During the threesix months ended MarchJune 31,30, 2026 and 2025 and the yearstwelve months ended December 31, 2025 and 2024, the radio stations in our five largest markets, when combined, represented approximately 60%,52%, 51%,44%, 39% and 40%, respectively, of our consolidated station operating income. The following table describes the percentage of our consolidated station operating income represented by each of these markets:

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025

The following table summarizes our results of operations for the three months ended MarchJune 31,30, 2026 and 2025.

For the three months ended MarchJune 31,30, 2026, consolidated net operating revenue was $22,867,000$26,402,000 compared with $24,212,000$28,229,000 for the three months ended MarchJune 31,30, 2025, a decrease of $1,345,000$1,827,000 or 5.6%.6.5%. The decrease in revenue was primarily a result of decreases in gross localnational revenue,revenue of $635,000 and gross nationallocal revenue, gross other incomerevenue of $1,716,000, $247,000 and $197,000 respectively$2,060,000, partially offset by increasesan increase in grosspolitical revenue of $400,000 and digital revenue of $879,000$700,000, forfrom the comparablesecond periodquarter of 2025. The most significant decreases in gross local revenue were at our Asheville, North Carolina, Columbus, Ohio; Des Moines, Iowa and Ocala, Florida markets. The significant decreases in gross local revenue were partially offset by increases in our local e-commerce revenue which was up $100,000 or 23%. The markets with the most significant decreasesdecrease in gross national revenue wereis primarily due to decreases at our Columbus, Ohio; DesMilwaukee, Moines, Iowa; Manchester, New HampshireWisconsin, and Norfolk, Virginia markets.markets partially offset by an increase at our Des Moines, Iowa market. The decrease in othergross incomelocal isrevenues primarilywas relatedattributable to thedecreases towerat leaseour incomeCharleston, South Carolina; Milwaukee, Wisconsin, and Ocala, Florida markets partially offset by an increase in our Springfield, Massachusetts market. The gross political revenue increased due to an increase in the Company is no longer receiving as a resultnumber of thenational, towerstate saleand discussedlocal in Note 13 as part of the Company’s capital allocation plan to sell non-core assets.elections. The increase in gross digital revenue is primarily due to an increase in our digital services revenue of $1,090,000,$1,041,000, which is comprised of display, which increased $636,000 or 120%, search, which increased $378,000 or 105%, and other digital services which includesdisplay, OTT/CTV campaigns, social media campaigns, best of digital, search engine optimization, and managed email, which combined increased $63,000 or 19%email; and an increase in mobile streaming of $82,000 or 116%,streaming, partially offset by a decline in our national streaming revenue of $197,000 or 32%, local streaming revenue of $50,000 or 7%, and online news revenue of $44,000 or 7% .$427,000.

We had an operating lossincome for the three months ended MarchJune 31,30, 2026 of $3,262,000$623,000 compared to an operating loss of $2,298,000$1,409,000 for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $786,000. The decrease in theoperating loss of $964,000. The increaseincome was athe result of thea decrease in net operating revenuerevenue, and a minoran increase in station operating expense, asexpenses noted above, partially offset by an increase in gain on sale of assets of $1,770,000, a decrease in corporate general and administrative expenses of $191,000,$398,000 and a decrease in depreciation and amortization of $152,000 and by a decrease in other operating expense of $87,000.$83,000. The decrease in corporate general and administrative expenses was primarily compriseddue ofto decreases in legal expenses of $194,000, consulting and audit related expenses of $153,000 and additional expenses related to shareholder activism and a potential proxy contest of $110,000$89,000 in 2025 and a decrease in travel expense of approximately $82,000.2025. The decrease in depreciation and amortization is primarily attributable to a reduction in assets as a result of the tower salesales described in Note 13. In the second quarter of 2026, we recorded a gain on the sale of fixed assets and intangibles of $33,000$1,517,000 compared to a loss on the sale of fixed assets of $54,000$253,000 in the second quarter of 2025. TheAs gaindescribed in Note 12, as part of the Company’s previously disclosed capital allocation plan to sell non-core assets, the Company’s sold a property in Sarasota, Florida and closed on the sale of fixedthe assetsfinal istower primarily related toin the salesale-leaseback of a property in Springfield, Massachusetts astransaction described in Note 12.13.

We generated a net lossincome of $2,394,000$960,000 ($ (0.38)$0.15 per share on a fully diluted basis) during the three months ended MarchJune 31,30, 2026, compared to a net loss of $1,575,000$1,128,000 ($ (0.25)$0.18 per share on a fully diluted basis) for the three months ended MarchJune 31,30, 2025, ana increase in the net lossdecrease of $819,000.$168,000. The decrease in net income or increase in net loss is primarily due to the decrease in operating income, described above,above apartially decreaseoffset in interest expense of $16,000,by an increase in interest income of $12,000, an increase in other income of $32,000,$368,000, and ana increasedecrease in income tax benefitexpense of $85,000.$235,000. As a result of the tower sale-leaseback transaction that occurred in the fourth quarter of 2025, as discussed in Note 13 Sale-leaseback transaction, our interest income has increased. This interest income is non-cash and is partially offset by non-cash tower lease expense noted above. We expect our non-cash interest income to be approximately $127,000 per quarter and $508,000 for the entire year of 2026. The increase in the second quarter of 2026 is due to the amendments entered into in the second quarter of 2026 to align the previously executed documents with the intended economic substance of the transaction. The decrease in interestour income tax expense is due to a decrease in our interest rates. The increase in our interestlower income is due to a higher cash on hand balance during the period. The increase in other income was due to insurance proceeds. The increase in the tax benefit is due to the increase in our loss before income taxestax inexpense 2026.from the second quarter of 2025.

In connection with the Sale-LeasebackSale Leaseback Transaction described in Notenote 13 to the accompanying consolidated financial statements, the Company entered into a Fourth Amendment (“Fourth Amendment”) to its Credit Agreement, dated as of August 18, 2015 and amended on September 1, 2017, June 17, 2018, and December 19, 2022, between the Company, JPMorgan Chase Bank, N.A. and The Huntington National Bank (collectively, the “Lenders”), and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for the Lenders (“Agent”), (i) reducing the aggregate amount of the Lender’s revolving commitments from $50,000,000 to $40,000,000, and (ii) releasing the Agent’s security interest in the GTC Assets, but not any proceeds paid for the GTC Assets or any other collateral (the borrowing arrangement governed by the Credit Agreement). Previously, on December 19, 2022, we entered into a Third Amendment to our Credit Agreement, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (collectively, the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest basebase, and increased the basis points.

In March 2013, our Board of Directors authorized an increase to our Stock Buy-Back Program (the “Buy-BackBuy Back Program”) to allow us to purchase up to $75.8 million of our Class A Common Stock. From its inception in 1998 through MarchJune 31,30, 2026, we have repurchased 2.4 million shares of our Class A Common Stock for $60.6 million. During the threesix months ended MarchJune 31,30, 2026, approximately 1,067 shares were retained for payment of withholding taxes for approximately $13,000 related to the vesting of restricted stock. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan.

Our capital expenditures, exclusive of acquisitions, for the threesix months ended MarchJune 31,30, 2026 were $779,000$2,041,000 ($696,000$2,010,000 infor the six months ended June 30, 2025). We anticipate capital expenditures in 2026 to be approximately $3.0 million to $3.5 million, which we expect to finance through funds generated from operations.

During the threesix months ended MarchJune 31,30, 2026, the Company’s Board of Directors have declared atwo quarterly cash dividenddividends on its Class A Common Stock. ThisThese dividenddividends totaling $0.50 per share and approximately $1.6$3.2 million waswere paid during the first quarteras of June 30, 2026.

During the threesix months ended MarchJune 31,30, 2025, the Company’s Board of Directors declared atwo quarterly cash dividenddividends on its Class A Common Stock. ThisThese dividenddividends totaling $0.50 per share and approximately $1.6$3.2 million waswere paid during the first quarter of 2025.

We have future cash obligations under various types of contracts, including the terms of our Credit Agreement, operating leases, programming contracts, employment agreements, and other operating contracts. For additional information concerning our future cash obligations see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation — Summary Disclosures About Contractual Obligations” in our annual report on Form 10-K for the year ended December 31, 2025.

We anticipate that our contractual cash obligations will be financed through cash on hand, short-term investments, funds generated from operationsoperations, orproceeds additionalfrom borrowingsasset undersales, thefuture Creditfinancing Agreement,arrangements, if available, or a combination thereof.