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Broadcasting Broadcasting is the distribution of audio or video content to a dispersed audience via any electronic mass communications medium, but typically one using the electromagnetic spectrum (radio waves), in a one-to-many model. Broadcasting began with AM radio, which came into popular use around 1920 with the spread of vacuum tube radio transmitters and receivers.
Radio broadcasting Radio broadcasting is transmission of audio (sound), sometimes with related metadata, by radio waves to radio receivers belonging to a public audience. In terrestrial radio broadcasting the radio waves are broadcast by a land-based radio station, while in satellite radio the radio waves are broadcast by a satellite in Earth orbit.
List of radio stations in the United Kingdom This is a list of radio stations in the United Kingdom.\n\n\n== National analogue and digital (DAB) stations ==\nThis list does not include stations which broadcast on numerous local digital multiplexes or MW licences to achieve near-national coverage.
List of radio stations in Asia This is a list of radio stations in Asia.\n\n\n== Afghanistan ==\n\nRadio Afghanistan (Government Radio Station)\nAIR Afghanistan\nArman FM - 98.1 FM\nAriana FM (93.5 FM Kabul)\nRadio Jawanan (Youth FM 97.5 FM)\nKabul Rock FM 108.0 Kabul\nRadio Killid (88.0 FM Kabul)\nSpogmai FM (102.2 FM Kabul)Foreign Stations:\n\nRadio Azadi (100.5 FM - 1296 kHz Kabul)\nBBC Radio FM 89.0 Kabul\n\n\n== Armenia ==\nWay f-m (105.9 FM Yerevan)\nRadio Rossii (1566 AM Yerevan)\nAvtoRadio FM (89.7 FM Yerevan)\nRadio Chanson (90.1 FM Yerevan)\nRadio Jan (90.7 FM Yerevan)\nVem Radio (91.1 FM Yerevan)\nRadio Mir (93.7 FM Yerevan)\nRadio Aurora (100.7 FM Yerevan)\nRadio Yerevan FM (101.9 FM Yerevan)\nRadio Van (103.0 FM Yerevan)\nRadio Marshall (103.5 FM Yerevan)\nRadio MIG (103.8 FM Vanadzor)\nRadio Hay (104.1 FM Yerevan)\nRusskoye Radio (104.9 FM Yerevan)\nHay FM (105.5 FM Yerevan)\nSputnik Radio Armenia (106.0 FM Yerevan)\nLratvakan (106.5 FM Yerevan)\nLavRadio (107.0 FM Yerevan)\nPublic Radio (107.7 FM / 69.7 FM Yerevan)\n\n\n== Bahrain ==\nBahrein News AgencyRadio Bahrain (English Service/96.5 FM)\nSongs Radio (Arabic Service/93.3 FM)\nShababiya Radio (Youth Radio/98.4 FM)\nHoly Quran Radio (106.1 FM)\nYour FM 104.2 (Hindi and Malayalam Music)Foreign Stations:\n\nAFN Bahrain\nAlif Alif FM (Saudi Arabia Radio)\nBBC Arabic\nBSKSA RadioBSKSA General Programme\nBSKSA Second Programme\nBSKSA Quran Programme\nEmarat FM\nMix FM (Saudi Arabia)\nMBC FM\nPanorama FM\nMonte Carlo Doualiya\nRadio Sawa Gulf\nRotana FM (Saudi Arabia)\nSawt el-Ghad (Lebanon)\nSout Al Khaleej FM (Qatar)\nStudio 1 & 2 FM Aramco (Saudi Arabia)\nUFM (Saudi Arabia)\n\n\n== Bangladesh ==\n\nBangladesh Betar\nBB Home Service\nFM 100\nTraffic Channel - 88.8 & 90.0 MHz in Dhaka\nBB External Service\nRadio Bhumi - FM 92.8 MHz in Dhaka\nABC Radio - FM 89.2 MHz\nDhaka FM - FM 90.4 MHz in Dhaka\nRadio Aamar - FM 88.4 MHz in Dhaka\nRadio Foorti - FM 88.0 MHz in Dhaka, Chittagong, Sylhet, Rajshahi, Khulna, Barisal, Mymensingh & Cox's Bazaar\nRadio Metrowave - 1170 kHz MW.\nRadio Today - FM 89.6 MHz in Dhaka, Chittagong, Sylhet, Barisal, Khulna, Mymensingh, Bogra & Cox's Bazaar\nJago FM - FM 94.4\nRadio Next - FM 93.2\nSpice FM\nBBC Bengali - FM 100.0 MHz\n\n\n== Bhutan ==\nAIR Bhutani\nAIR FM GOLD\nAIR NEW DELHI\nAIR NE\nBBS Radio\nCentennial FM 101\nKuzoo FM\nRadio Valley 99.9 Thimpu (www.myradiovalley.com)\nRadio Waves\n\n\n== Brunei ==\nBFBS Radio\nBFBS Radio Brunei - 101.7 FM Seria\nBFBS Gurkha Brunei - 89.5 FM Seria\nKristal Radio\nRadio Al Quran - 89.1 FM Bandar Seri Begawan /99.7 FM Kuala Belait & Tutong\nKristal FM - 90.7 FM\tBandar Seri Begawan /98.7 FM Kuala Belait & Tutong\nProgresif\nProgresif Radio (mobile application)\nRTB Brunei\nNasional FM - 92.3 FM Bandar Seri Begawan /93.8 FM & 594 AM Kuala Belait & Tutong\nPilihan FM - 95.9 FM Bandar Seri Begawan /96.9 FM Kuala Belait & Tutong\nPelangi FM - 91.4 FM Bandar Seri Begawan /91.0 FM Kuala Belait & Tutong\nHarmoni FM - 94.1 FM Bandar Seri Begawan /97.7 FM Kuala Belait & Tutong\nNur Islam Network - 93.3 FM Bandar Seri Begawan /94.9 FM Kuala Belait & Tutong\n\n\n== Cambodia ==\nRadio National of Kampuchea\nABC Cambodia Radio\nBayon Radio\nDaun Penh EFM\nFamily FM 99.5\nNRG 89.0 FM\nSarika FM\nVayo FM\nVirgin Hitz Thailand\nVoice Of Koh Santepheap\nVSK FM\nWomen's Media Centre of Cambodia\nFM 102\nWomen's Community RadioForeign Stations:\n\nBBC World Service\nRadio Australia\nAll India Radio\nRadio France International\n\n\n== China ==\n\nAIR Tibbati\nRadio Beijing Corporation\nBeijing News Radio\nBeijing Joy FM (Literary Broadcasting)\nBeijing Music Radio\nBeijing Communication Radio (Traffic's Station)\nBeijing Sports Station\nBeijing Music Station\nBeijing Foreign Broadcast\nBeijing Public Service Radio\nChina National Radio\nCNR 1 - Voice of China 106.1FM in Beijing (General/News Service)\nCNR 2 - Voice of Economy 96.6FM in Beijing (Economy/Business Station)\nCNR 3 - Music Radio 90.0FM\nCNR 4 - YouRadio 101.8 FM\nCNR 5 - Taiwan Service 1 - Sounds of China/China Voices\nCNR 6 - Taiwan Service 2 - Sounds of Divine Land/Divine Voices\nCNR 7 - Voice of Huaxia FM 104.9 - (Zhujiang delta, Hong Kong and Macao Service).
Pirate radio Pirate radio or a pirate radio station is a radio station that broadcasts without a valid license.\nIn some cases, radio stations are considered legal where the signal is transmitted, but illegal where the signals are received—especially when the signals cross a national boundary.
List of radio stations in Ontario The following is a list of radio stations in the Canadian province of Ontario, as of 2022.\nNote that stations are listed by their legal community of license, which in some cases may not be the city where studios and/or transmitter are.
List of radio stations in Malaysia This is a list of radio stations in Malaysia, ordered by location and frequency. Frequency varies in different states.
List of radio stations in Greece Greece has over 1,000 radio stations operating with a certificate of temporary legality. Most broadcast on the FM band; the AM band has been almost entirely abandoned by broadcasters, with the exception of State-run media and a few other stations.
List of radio stations in Jakarta This is a list of online and AM/FM Jakarta radio stations, Indonesia, and their frequencies.\nCall letter is shown to distinguish some radio stations from their regional counterparts (for example Radio Elshinta in Jakarta and Bandung).
Arithmetic Arithmetic (from Ancient Greek ἀριθμός (arithmós) 'number', and τική [τέχνη] (tikḗ [tékhnē]) 'art, craft') is an elementary part of mathematics that consists of the study of the properties of the traditional operations on numbers—addition, subtraction, multiplication, division, exponentiation, and extraction of roots. In the 19th century, Italian mathematician Giuseppe Peano formalized arithmetic with his Peano axioms, which are highly important to the field of mathematical logic today.
Operation Mincemeat Operation Mincemeat was a successful British deception operation of the Second World War to disguise the 1943 Allied invasion of Sicily. Two members of British intelligence obtained the body of Glyndwr Michael, a tramp who died from eating rat poison, dressed him as an officer of the Royal Marines and placed personal items on him identifying him as the fictitious Captain (Acting Major) William Martin.
Bitwise operation In computer programming, a bitwise operation operates on a bit string, a bit array or a binary numeral (considered as a bit string) at the level of its individual bits. It is a fast and simple action, basic to the higher-level arithmetic operations and directly supported by the processor.
Special Activities Center The Special Activities Center (SAC) is a division of the Central Intelligence Agency responsible for covert operations and paramilitary operations. The unit was named Special Activities Division (SAD) prior to 2015.
Operations management Operations management is an area of management concerned with designing and controlling the process of production and redesigning business operations in the production of goods or services. It involves the responsibility of ensuring that business operations are efficient in terms of using as few resources as needed and effective in meeting customer requirements.
Emergency operations center An emergency operations center (EOC) is a central command and control facility responsible for carrying out the principles of emergency preparedness and emergency management, or disaster management functions at a strategic level during an emergency, and ensuring the continuity of operation of a company, political subdivision or other organization.\nAn EOC is responsible for strategic direction and operational decisions and does not normally directly control field assets, instead leaving tactical decisions to lower commands.
Surgery Surgery is a medical or dental specialty that uses operative manual and instrumental techniques on a person to investigate or treat a pathological condition such as a disease or injury, to help improve bodily function, appearance, or to repair unwanted ruptured areas.\nThe act of performing surgery may be called a surgical procedure, operation, or simply "surgery".
Special operations Special operations (S.O.) are military activities conducted, according to NATO, by "specially designated, organized, selected, trained, and equipped forces using unconventional techniques and modes of employment". Special operations may include reconnaissance, unconventional warfare, and counter-terrorism actions, and are typically conducted by small groups of highly-trained personnel, emphasizing sufficiency, stealth, speed, and tactical coordination, commonly known as "special forces".
Operations research Operations research (British English: operational research), often shortened to the initialism OR, is a discipline that deals with the development and application of advanced analytical methods to improve decision-making. It is sometimes considered to be a subfield of mathematical sciences.
Stock market A stock market, equity market, or share market is the aggregation of buyers and sellers of stocks (also called shares), which represent ownership claims on businesses; these may include securities listed on a public stock exchange, as well as stock that is only traded privately, such as shares of private companies which are sold to investors through equity crowdfunding platforms. Investment is usually made with an investment strategy in mind.
Finance Finance is the study and discipline of money, currency and capital assets. It is related with, but not synonymous with economics, the study of production, distribution, and consumption of money, assets, goods and services.
Mergers and acquisitions In corporate finance, mergers and acquisitions (M&A) are transactions in which the ownership of companies, other business organizations, or their operating units are transferred or consolidated with other entities. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position.
Blended finance Blended finance is defined "as the strategic use of development finance and philanthropic funds to mobilize private capital flows to emerging and frontier markets", resulting in positive results for both investors and communities. Blended finance offers the possibility to scale up commercial financing for developing countries and to channel such financing toward investments with development impact.
Mezzanine capital In finance, mezzanine capital is any subordinated debt or preferred equity instrument that represents a claim on a company's assets which is senior only to that of the common shares. Mezzanine financings can be structured either as debt (typically an unsecured and subordinated note) or preferred stock.
Common stock Common stock is a form of corporate equity ownership, a type of security. The terms voting share and ordinary share are also used frequently outside of the United States.
Common stock dividend A common stock dividend is the dividend paid to common stock owners from the profits of the company. Like other dividends, the payout is in the form of either cash or stock.
Preferred stock Preferred stock (also called preferred shares, preference shares, or simply preferreds) is a component of share capital that may have any combination of features not possessed by common stock, including properties of both an equity and a debt instrument, and is generally considered a hybrid instrument. Preferred stocks are senior (i.e., higher ranking) to common stock but subordinate to bonds in terms of claim (or rights to their share of the assets of the company, given that such assets are payable to the returnee stock bond) and may have priority over common stock (ordinary shares) in the payment of dividends and upon liquidation.
Matthiola incana Matthiola incana is a species of flowering plant in the cabbage family Brassicaceae. Common names include Brompton stock, common stock, hoary stock, ten-week stock, and gilly-flower.
Consolidation (business) In business, consolidation or amalgamation is the merger and acquisition of many smaller companies into a few much larger ones. In the context of financial accounting, consolidation refers to the aggregation of financial statements of a group company as consolidated financial statements.
Convertible bond In finance, a convertible bond or convertible note or convertible debt (or a convertible debenture if it has a maturity of greater than 10 years) is a type of bond that the holder can convert into a specified number of shares of common stock in the issuing company or cash of equal value. It is a hybrid security with debt- and equity-like features.
Subsidiary A subsidiary, subsidiary company or daughter company is a company owned or controlled by another company, which is called the parent company or holding company. Two or more subsidiaries that belong to the same parent company are called sister companies.
Emirates subsidiaries Emirates Airline has diversified into related industries and sectors, including airport services, event organization, engineering, catering, and tour operator operations. Emirates has four subsidiaries, and its parent company has more than 50.
Subsidiary alliance A subsidiary alliance, in South Asian history, was a tributary alliance between an Indian state and a European East India Company. The system of subsidiary alliances was pioneered by the French East India Company governor Joseph François Dupleix, who in the late 1740s established treaties with the Nizam of Hyderabad, India, and other Indian princes in the Carnatic.It stated that the Indian rulers who formed a treaty with the British would be provided with protection against any external attacks in place that the rulers were (a) required to keep the British army at the capitals of their states (b)they were either to give either money or some territory to the company for the maintenance of the British troops (c) they were to turn out from their states all non-english europeans whether they were employed in the army or in the civil service and (d)they had to keep a British official called 'resident' at the capital of their respective states who would oversee all the negotiations and talks with the other states which meant that the rulers were to have no direct correspondence or relations with the other states .
Subsidiary title A subsidiary title is an hereditary title held by a royal or noble person but which is not regularly used to identify that person, due to the concurrent holding of a greater title.\n\n\n== United Kingdom ==\nAn example in the United Kingdom is the Duke of Norfolk, who is also the Earl of Arundel, the Earl of Surrey, the Earl of Norfolk, the Baron Beaumont, the Baron Maltravers, the Baron FitzAlan, the Baron Clun, the Baron Oswaldestre, and the Baron Howard of Glossop.
Operating subsidiary An operating subsidiary is a subsidiary of a corporation through which the parent company (which may or may not be a holding company) indirectly conducts some portion of its business. Usually, an operating subsidiary can be distinguished in that even if its board of directors and officers overlap with those of other entities in the same corporate group, it has at least some officers and employees who conduct business operations primarily on behalf of the subsidiary alone (that is, they work directly for the subsidiary).
List of Gazprom subsidiaries Russian energy company Gazprom has several hundred subsidiaries and affiliated companies owned and controlled directly or indirectly. The subsidiaries and affiliated companies are listed by country.
Paper railroad In the United States, a paper railroad is a company in the railroad business that exists "on paper only": as a legal entity which does not own any track, locomotives, or rolling stock.\nIn the early days of railroad construction, paper railroads had to exist by necessity while in the financing stage.
List of Toshiba subsidiaries Subsidiaries of Toshiba. Together, these companies form the Toshiba Group.
Risk Factors
ENTERCOM COMMUNICATIONS CORP ITEM 1A RISK FACTORS Many statements contained in this report are forward-looking in nature
These statements are based on current plans, intentions or expectations and actual results could differ materially as we cannot guarantee that we will achieve these plans, intentions or expectations
Our future operations are subject to many business risks, including those risks that specifically influence the radio broadcasting industry, which could have a material adverse effect on our business including: • economic conditions, both generally and relative to the radio broadcasting industry; • shifts in population, demographics or audience tastes; • the level of competition for advertising revenues with other radio stations and other entertainment and communications media; • technological changes and innovations; • new laws and regulations; and • changes in governmental regulations and policies and actions of federal regulatory bodies, including the FCC, the Department of Justice and the Federal Trade Commission
Given the inherent unpredictability of these variables, we cannot with any degree of certainty predict what effect, if any, these variables will have on our future operations
Generally, advertising tends to decline during economic recession or downturn
Consequently, our advertising revenue is likely to be adversely affected by a recession or downturn in the United States economy, the economy of an individual geographic market in which we own or operate radio stations, or other events or circumstances that adversely affect advertising activity
Our radio broadcasting stations are in a highly competitive business
Our radio stations compete for audiences and advertising revenues within their respective markets directly with other radio stations, as well as with other media, such as newspapers, magazines, Internet, network and cable television, outdoor advertising and direct mail
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, if a new station were to adopt a comparable format or if an existing competitor were to strengthen its operations, our stations could suffer 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 be assured that any of our stations will be able to maintain or increase their current audience ratings and advertising revenues
FCC regulations prohibit the broadcast of obscene material at any time and indecent material between the hours of 6:00 a
The FCC has recently indicated that it is enhancing its enforcement efforts relating to the regulation of indecency and has threatened on more than one occasion to initiate license revocation proceedings against a broadcast licensee who commits a “serious” indecency violation
Legislation has been introduced in Congress that would dramatically increase the penalties for broadcasting indecent programming and potentially subject broadcasters to license revocation, renewal or qualification proceedings in the event that they broadcast indecent material
In addition, the FCC’s heightened focus on the indecency regulatory scheme, against the broadcast industry generally, may encourage third parties to oppose our license renewal applications or applications for consent to acquire broadcast stations
Several of our stations are currently subject to indecency-related inquiries and/or proposed fines at the FCC’s Enforcement Bureau as well as objections to our 11 ______________________________________________________________________ license renewals based on such inquiries and proposed fines and we may in the future become subject to additional inquiries or proceedings related to our stations’ broadcast of indecent or obscene material
To the extent that these inquiries or other proceedings result in the imposition of fines, a settlement with the FCC, revocation of any of our station licenses or denials of license renewal applications, our results of operation and business could be materially adversely affected
The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act (see for example, the discussion of FCC regulations contained in Part I, Item I of this Form 10-K)
We are required to obtain licenses from the FCC to operate our radio stations
Licenses are normally granted for a term of eight years and are renewable
Although the vast majority of FCC radio station licenses are routinely renewed, we cannot be assured that the FCC will approve our future renewal applications or that the renewals will not include conditions or qualifications
The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on us
We must comply with extensive FCC regulations and policies in the ownership and operation of our radio stations
FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate future transactions and in certain circumstances could require us to divest some radio stations
The FCC’s rules governing our radio station operations impose costs on our operations, and changes in those rules could have an adverse effect on our business
The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations
If the FCC relaxes these technical requirements, it could impair the signals transmitted by our radio stations and could have a material adverse effect on us
Moreover, these FCC regulations and others may change over time, and we cannot be assured that those changes would not have a material adverse effect on us
The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services
There is increased competition for audio distribution
These new technologies and services, some of which are commercial free, include the following: • satellite delivered digital audio radio service, which has resulted in subscriber-based satellite radio services with numerous niche formats; • audio programming by cable systems, direct broadcast satellite systems, personal communications systems, Internet content providers and other digital audio broadcast formats; • personal digital audio devices (eg, audio via WiFi, mobile phones, iPods® and mp3® players); • digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and • low-power FM radio, which could result in additional FM radio broadcast outlets
We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations
We May Not Be Successful In Identifying And Consummating Future Acquisitions We pursue growth, in part, through the acquisition of individual radio stations and groups of radio stations
Our consummation of all future acquisitions will be subject to various conditions, including FCC and other regulatory approvals
The FCC must approve any transfer of control or assignment of broadcast licenses
In addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws
Depending on the nature, size and timing of future acquisitions, we may require additional financing
We cannot be assured that additional financing will be available to us on acceptable terms
We compete with many other buyers for the acquisition of radio stations
Some of those competitors may be able to outbid us for acquisitions because they have greater financial resources
As a result of these and other factors, our ability to identify and consummate future acquisitions is uncertain
The integration of acquisitions involves numerous risks, including: • difficulties in the integration of operations and systems and the management of a large and geographically diverse group of stations; • the diversion of management’s attention from other business concerns; and • the potential loss of key employees of acquired stations
The risks of integration are magnified during any period of significant growth
We cannot be assured that we will be able to integrate successfully any operations, systems or management that might be acquired in the future
In addition, in the event that the operations of a new business do not meet expectations, we may restructure or write off the value of some or all of the assets of the new business
We have indebtedness that is substantial in relation to our shareholders’ equity
At December 31, 2005, we have long-term indebtedness of dlra577dtta2 million (excluding outstanding letters of credit of dlra0dtta4 million) and shareholders’ equity of dlra885dtta7 million
This indebtedness is substantial in amount and could have an impact on us
For example, these obligations could: • require us to dedicate a substantial portion of our cash flow from operations to debt service, thereby reducing the availability of cash flow for other purposes, including funding future expansion and ongoing capital expenditures; • impair our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate or other purposes; • limit our ability to compete, expand and make capital improvements; • increase our vulnerability to economic downturns, limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions; and • limit or prohibit our ability to pay dividends and make other distributions
As of December 31, 2005, dlra372dtta6 million was available under our current dlra800dtta0 million Bank Revolver, subject to compliance with the covenants under the Bank Revolver at the time of borrowing
Moreover, under certain circumstances, we may need to modify or enter into a new bank facility to close on any future acquisitions
We also may seek to obtain other funding or additional financing for any or all of the following transactions: (1) the acquisition of radio stations; (2) the full or partial redemption of our outstanding debt; (3) the payment of a dividend; and (4) the buyback of our Class A common stock
We have no assurances that we will be able to obtain other funding, additional financing or the approvals, if necessary, for any of these transactions
Any additional borrowings would further increase the amount of our indebtedness and the associated risks
Our Bank Revolver and our Senior Subordinated Notes contain covenants that restrict, among other things, our ability to borrow money, make particular types of investments or other restricted payments, swap or sell assets, or merge or consolidate
An event of default under our Bank Revolver or our Senior Subordinated Notes could allow the lenders to declare all amounts outstanding to be immediately due and payable
We have pledged substantially all of the stock or equity interests of our subsidiaries to secure the debt under our Bank Revolver
If the amounts outstanding under the Senior Subordinated Notes were accelerated, the lenders could proceed against the stock or equity interests of our subsidiaries
A default under our Senior Subordinated Notes could cause a default under our Bank Revolver
Any event of default, therefore, could have a material adverse effect on our business
Our senior bank agreement also requires us to maintain specified financial ratios
Our ability to meet these financial ratios can be affected by operating performance or other events beyond our control, and we 13 ______________________________________________________________________ cannot be assured that we will meet those ratios
We also may incur future debt obligations in connection with future acquisitions that might subject us to restrictive covenants that could affect our financial and operational flexibility or subject us to other events of default
The debt we incur in connection with future acquisitions may require us to modify or enter into a new bank facility if certain covenants in our current bank facility would be violated, subjecting us to an event of default
All of our radio stations are currently owned and operated by our subsidiaries
Entercom Radio, LLC, our wholly owned subsidiary, is the borrower under our credit facility and our senior subordinated debt
All of our station-operating subsidiaries and FCC license subsidiaries are subsidiaries of Entercom Radio, LLC Further, we guaranteed Entercom Radio, LLC’s obligations under the Bank Revolver on a senior secured basis and under the Senior Subordinated Notes on an unsecured basis, junior to our Bank Revolver
As a holding company, our only source of cash to pay our obligations, including corporate overhead and other trade payables, are distributions from our subsidiaries of their net earnings and cash flow
We currently expect that the net earnings and cash flow of our subsidiaries will be retained and used by them in their operations, including servicing their debt obligations, before distributions are made to us
Even if our subsidiaries elect to make distributions to us, we cannot be assured that applicable state law and contractual restrictions, including the dividend covenants contained in our Bank Revolver and Senior Subordinated Notes, would permit such dividends or distributions
As of February 13, 2006, Joseph M Field, our Chairman of the Board, beneficially owned 1cmam418cmam202 shares of our Class A common stock and 7cmam222cmam555 shares of our Class B common stock, representing approximately 63dtta6prca of the total voting power of all of our outstanding common stock
As of February 13, 2006, David J Field, our President and Chief Executive Officer, one of our directors and the son of Joseph M Field, beneficially owned 2cmam438cmam308 shares of our Class A common stock and 749cmam250 shares of our outstanding Class B common stock, representing approximately 8dtta9prca of the total voting power of all of our outstanding common stock
Collectively, Joseph M Field and David J Field and other members of the Field family beneficially own all of our outstanding Class B common stock
Other members of the Field family and Trusts for their benefit also own shares of Class A common stock
Shares of Class B common stock are transferable only to Joseph M Field, David J Field, certain of their family members or trusts for any of their benefit
Upon any other transfer, shares of our Class B common stock automatically convert into shares of our Class A common stock on a one-for-one basis
Shares of our Class B common stock are entitled to ten votes only when they are voted by Joseph M Field or David J Field, subject to certain exceptions where they are restricted to one vote
Joseph M Field generally is able to control the vote on all matters submitted to the vote of shareholders and, therefore, is able to direct our management and policies, except with respect to those matters where the shares of our Class B common stock are only entitled to one vote and those matters requiring a class vote under the provisions of our articles of incorporation, bylaws or applicable law, including, without limitation, the election of the two Class A directors
Without the approval of Joseph M Field, we will be unable to consummate transactions involving an actual or potential change of control, including transactions in which investors might otherwise receive a premium for their shares over then current market prices
The market for our Class A common stock could fall substantially if Joseph M Field or members of his family sell large amounts of shares of our Class A common stock in the public market, including any shares of our Class B common stock (as described in the above paragraph) which are automatically converted to Class A common stock when sold
These sales, or the possibility of such sales, could make it more difficult for us to raise capital by selling equity or equity-related securities in the future
Joseph M Field controls the decision as to whether a change in control will occur for our Company
There are also provisions contained in our articles of incorporation, by-laws and Pennsylvania law that could make it more difficult for a third party to acquire control of our Company
In addition, FCC approval for transfers of control of FCC licenses and assignments of FCC licenses are required
These restrictions and limitations could adversely affect the trading price of our Class A common stock
For the year ended December 31, 2005, we generated in excess of 50prca of our net revenues in 5 of our 20 markets (Seattle, Boston, Sacramento, Portland and Kansas City)
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 financial position and results of operations
The continued existence of any cross-media rules may limit the prospective buyers in the market of any stations we may wish to sell
The ownership rules also effectively prevent us from selling stations in a market to a buyer that has reached its ownership limit in the market
Our Class A common stock has been publicly traded since January 29, 1999
The market price of our Class A common stock has been subject to fluctuations since the date of our initial public offering
The stock market has from time to time experienced price and volume fluctuations that have affected the market prices of securities
As a result, the market price of our Class A common stock could materially decline, regardless of our operating performance
Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key executives
We believe that the loss of one or more of these individuals could have a material adverse effect on our business
Any adverse change in the US economy in general, and consumer confidence and spending in particular, could have a material adverse effect on our financial position and results of operations and on the future price of our Class A common stock
As of December 31, 2005, our FCC licenses and goodwill comprise 87dtta1prca of our total assets
Annual impairment reviews required under SFAS Nodtta 142, “Goodwill and Other Intangible Assets,’’ may result in future impairment losses
Hurricane Katrina and its aftermath severely impacted the operations of our six radio stations in New Orleans, Louisiana
It is unknown at this time how long it will take for the New Orleans business community, resident population and the advertising market to recover
At this time, we expect the business community, resident population and the advertising market to recover over a period of time
If actual market conditions are less favorable than those projected by us or the industry, however, we may be required to recognize impairment charges in future periods
These impairment charges could have a material impact on our consolidated results of operations, financial position or cash flows
15 ______________________________________________________________________ Our Failure To Comply Under The Sarbanes-Oxley Act of 2002 Could Cause A Loss Of Confidence In The Reliability Of Our Financial Statements
We have undergone a comprehensive effort to comply with Section 404 of the Sarbanes-Oxley Act of 2002
Compliance was required as of December 31, 2005
This effort included documenting and testing our internal controls
As of December 31, 2005, we did not identify any material weaknesses in our internal controls as defined by the Public Company Accounting Oversight Board
In future years, there are no assurances that we will not have material weaknesses that would be required to be reported or that we will be able to comply with the reporting deadline requirements of Section 404
A reported material weakness or the failure to meet the reporting deadline requirements of Section 404 could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements
This loss of confidence could cause a decline in the market price of our stock