07/01/2024
Thank you to everyone for your outpouring of support! We are so grateful to live in this wonderful community. We have been reading all of your comments, and we’ve noticed that lots of people have questions. So, we’ve created a summary of the past few months to help answer those questions and to help fill in the blanks.
In the interests of protecting the confidentiality of our discussions with ICS and Delmar, we initially elected not to reveal any details of the events that have occurred over the past several months. Now that ICS and Delmar have stated their side of the story, WWCD/CD 92.9 would like to share its side of the story, all of which is documented via emails exchanged with Mark Litton (ICS) and Brent Casagrande (Delmar).
On September 23, 2023, we informed ICS and Delmar that we would not be able to renew the existing agreements for another three-year term due to the costs involved with the monthly payment, which would be increasing to $26,000 per month as of January 1, 2024, plus the cost of the expenses that they charged us for the operations of the 2 AM stations and the 2 FM stations, which averaged about $14,000 each month. We thus proposed a new arrangement under which we would be able to purchase the FCC licenses and related assets. We proposed a 10-year, seller-financed deal. ICS and Delmar initially rejected this proposal.
On October 4, 2023, ICS and Delmar presented us with an offer to enter into a 10-year agreement that would have allowed us to purchase the stations. On October 12, 2023, we accepted this offer in principle and agreed to hand the matter over to our attorneys to work out the details.
On October 13, 2023, Mark stated that he had spoken with ICS and Delmar’s attorney about the agreement and sent some follow-up information. They later stated that their attorney would be preparing the agreements but that he would be unable to do so until December 1.
In early December, ICS and Delmar informed us that certain terms would be included in the new agreements, including immediate termination if payments were one day late, which they later changed to an immediate 10% late fee if any payment was one day late and immediate termination if the payment plus late fee was not made within seven days. We told ICS and Delmar that we would not be able to sign an agreement that included any unreasonable terms. We continued discussions, but on December 20, 2023, ICS and Delmar stated that they would “not be going forward with the 10 year purchase option at this time.”
The 3-year term was ending on December 31, 2023, and we were able to reach an agreement to extend the existing agreements through January 31, 2024, with the hope that an amicable resolution still would be possible with the new year approaching.
We had planned to tell our staff of the state of affairs on January 5, 2024, and told ICS and Delmar about our plan to tell our staff and stated that we would be issuing our press release shortly after notifying our staff. In the interim, ICS and Delmar asked if we would transfer our website to them and give them access to our music library. We pointed out that our existing agreements state: “All rights, title and interest in and to any of Broker's programming, including the right to authorize the use of Broker's programming in any manner and in any media, shall be and remain vested at all times solely in Broker” (WWCD, Ltd. dba CD 92.9 is the “Broker”). And we stated that “nothing is being transitioned or transferred to ICS and/or Delmar upon termination of the TBAs.”
We further stated that if ICS and Delmar “would like to use WWCD/CD101/CD102.5/ CD 92.9’s 33-year history and good will, or any of our music library, programming, service marks, trademarks, trade names, logos, copyrights, or any other intellectual property, we would need to have an executed asset purchase agreement in place, which would be impossible to accomplish before January 5, so the press release will have to remain that CD 92.9 is ending its radio broadcast as of midnight February 1, 2024.”
The next communication we received from ICS and Delmar was their proposed press release that claimed to be a continuation of our business by stating that they would “continue” to support some of our “legacy programs,” would be “reinstating free online streaming,” and wished to thank me, Randy Malloy, for my contributions to WWCD. We immediately informed ICS and Delmar that they do not have permission to use our intellectual property or to portray themselves as a continuation of the brand that we spent 30+ years building, and that we would be taking legal action if they continued to do so. WWCD, Ltd. has CD 92.9, CD929, and WWCD as registered service marks with the State of Ohio.
And that’s where we are. Again, many thanks for your endless support!
