What changed in this filing

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Item 1. Business

2025-03-26 compared with 2024-02-16 · 118 added, 90 removed, 442 unchanged (32% of the section changed)

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We own and operate stations in the following markets:

Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL.

Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL.

We refer to each group of stations in each market as a market cluster.

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and its subsidiaries.

Reverse Stock Split

On September 23, 2024, the Company effected a 1-for-20 reverse stock split of the Company’s Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”).

As a result of the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding were automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding were automatically converted into one share of Class B Common Stock.

No fractional shares of Class A Common Stock or Class B Common Stock were issued in connection with the Reverse Stock Split.

Holders of Class A Common Stock or Class B Common Stock received cash in lieu of fractional shares.

The Reverse Stock Split had no effect on the par value of the Company’s Class A Common Stock or Class B Common Stock, which remained $0.001 per share, and had no effect on the number of authorized shares of the Company’s Class A Common Stock or Class B Common Stock.

Following the Reverse Stock Split, the Class A Common Stock continued to be traded on the Nasdaq Capital Market under the symbol “BBGI” on a split-adjusted basis beginning on September 24, 2024.

In addition, consistent with the terms of the Company's 2007 Equity Incentive Award Plan (the "2007 Plan") and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share.

Furthermore, the exercise prices of any outstanding options under the 2007 Plan were proportionately increased based on the Reverse Stock Split ratio, and the resulting exercise prices were rounded up to the nearest whole cent.

All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the Reverse Stock Split.

We seek to secure and maintain a leadership position in the markets we serve by developing high quality local content, through our audio and digital platforms, including events and experiences in the communities we serve and, in turn, offer advertisers access to a highly effective marketing platform to reach large and targeted local audiences.

We operate our stations in clusters to capture a variety of demographic listener groups, which we believe enhances our stations’ appeal to a wide range of advertisers.

Current rules and regulations of the Federal Communications Commission (“FCC”) do not permit us to add more AM or FM stations to our Augusta, GA and Philadelphia, PA market clusters, or more FM stations to our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV and Tampa-Saint Petersburg, FL market clusters.

Current rules and regulations of the Federal Communications Commission (“FCC”) do not permit us to add more AM or FM stations to our Philadelphia, PA market cluster, or more FM stations to our Augusta, GA, Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV and Tampa-Saint Petersburg, FL market clusters.

The primary source of revenue for our stations is the sale of advertising time to local, regional and national advertisers and national network advertisers who purchase commercials in varying lengths.

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Our stations compete for listeners and advertising revenue with other stations within their respective markets.

In addition, our stations compete for audiences and advertising revenues with other media, including digital audio streaming, satellite radio, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, wireless media alternatives, cellular phones and other forms of audio entertainment and advertisement.

entertainment and advertisement.

Competition for advertising revenues also comes directly from competitors such as Amazon, Apple, Meta and Alphabet.

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Boosters operate on the same frequency as the station being retransmitted and translators operate on a different frequency.

An Order adopted by the FCC to revitalize the AM band implemented several rule changes impacting the technical operations of AM stations, including relaxation of the daytime community coverage requirements and elimination of the nighttime community coverage requirements for existing AM stations.

In November 2024, the FCC adopted rules that will permit FM booster stations to originate content that is different from the programming on a primary station for up to three minutes per hour.

Stations can set up specific areas or zones with a different booster for each zone to allow the boosters to provide geo-targeted content to specific portions of a station’s service area.

The new rules will become effective following approval by the Office of Management and Budget (“OMB”).

An Order adopted by the FCC in 2016 to revitalize the AM band implemented several rule changes impacting the technical operations of AM stations, including relaxation of the daytime community coverage requirements and elimination of the nighttime community coverage requirements for existing AM stations.

In addition, to increase the number of FM translators that are available for AM stations, the FCC authorized two specialized FM translator filing windows for AM stations.

AM stations that received an FM translator station license pursuant to one of the windows are required to rebroadcast the paired AM station on the modified FM translator for four years.

Several of our AM Stations filed applications during these windows and received licenses for translators.

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The maximum permitted fine for an indecency violation is $508,373 per incident and $4,692,668 for any continuing violation arising from a single act or failure to act.

Because the FCC may investigate indecency complaints prior to notifying a licensee of the existence of a complaint, a licensee may not have knowledge of a complaint unless and until the complaint results in the issuance of a formal FCC

letter of inquiry or notice of apparent liability for forfeiture.

The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts its review of its indecency policies generally.

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In October 2021, the FCC adopted a new rulemaking proceeding that would require broadcasters to follow a revised procedure to determine whether entities leasing airtime are foreign governmental entities and to upload certifications to their online public files.

The NAB and others have opposed the revised proposal, which is currently pending.

The FCC adopted revised rules in May 2024.

The revised rules require licensees to obtain from entities that lease airtime on a station either a written certification using a certification template provided by the FCC or screenshots of certain governmental websites for foreign media outlets showing that the lessee is not listed on the websites.

The revisions also clarified that the rules will apply to issue advertisements as well as paid public service announcements.

These revised requirements will not become effective until necessary approvals from the OMB are received.

The NAB filed an appeal of the FCC Order revising the rules and has also asked the OMB to block the effectiveness of the revised rules.

Transfers or Assignment of License.

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In October 2020, the FCC adopted rules to streamline the timeline for the required review of these requests by Executive Branch agencies and to require licensees to respond to a standardized set of national security and law enforcement questions.

Our certificate of incorporation prohibits the ownership, voting and transfer of our capital stock in violation of the FCC restrictions, and prohibits the issuance of capital stock or the voting rights such capital stock represents to or for the account of aliens or corporations otherwise subject to domination or control by aliens in excess of the FCC limits.

The certificate of incorporation authorizes our board of directors to enforce these prohibitions.

to or for the account of aliens or corporations otherwise subject to domination or control by aliens in excess of the FCC limits.

The certificate of incorporation authorizes our board of directors (the "Board") to enforce these prohibitions.

Time Brokerage and Joint Sales Agreements.

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FCC rules that had also prohibited a broadcast station from duplicating more than 25% of its programming on another radio station serving substantially the same area in the same broadcast service, that is AM-AM or FM-FM, either through common ownership of the two radio stations or through a time brokerage agreement, were eliminated in October 2020.

A Petition asking the FCC to reconsider the elimination of the rule for simulcasts of two commonly owned or operated FM stations serving substantially the same area is pending.

In June 2024, the FCC reinstated the rule in response to requests for reconsideration filed by several parties.

Quadrennial Review of Ownership Rules .

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In December 2018, the FCC launched its 2018 quadrennial review of multiple ownership rules.

Because of the rule changes

implemented as a result of the Supreme Court decision, in 2021, the Media Bureau asked parties to update the record in the currently pending 2018 quadrennial review.

Because of the rule changes implemented as a result of the Supreme Court decision, in 2021, the Media Bureau asked parties to update the record in the currently pending 2018 quadrennial review.

Although the 2018 quadrennial review was still pending, in December 2022, the FCC issued a public notice to begin its statutorily mandated 2022 quadrennial review.

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In April 2017, the FCC issued a Declaratory Ruling permitting broadcast stations to use online job postings as their sole means of recruiting, as long as online postings reach all segments of a broadcaster’s community.

In July 2021, the FCC adopted a Further Notice of Proposed rulemaking requesting parties to refresh the record regarding rules requiring broadcasters to annually report information on the composition of their workforce.

The requirement to file this information has been suspended for almost two decades.

The proceeding is pending but the FCC has drafted an Order which is expected to be adopted in 2024.

In February 2024, the FCC adopted an Order reinstating rules requiring broadcasters to annually report information on the composition of their workforce.

The requirement to file

this information has been suspended for almost two decades.

The filing requirement had been scheduled to go into effect in September 2024, but the FCC announced that it was suspended until further notice.

Several parties have filed appeals of the Order and Petitions for Reconsideration with the FCC.

Content Licenses and Royalties.

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In addition, Congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.

Removal of AM Radio Receivers by Car Manufacturers .

In 2023, several automobile manufacturers announced plans to remove AM radio receivers from certain new vehicles.

Following these announcements, legislation known as the AM for Every Vehicle Act was introduced in Congress.

The legislation proposed that the Department of Transportation complete a rulemaking proceeding within one year to mandate that AM receivers be included as a standard feature in all cars sold in the United States.

Although the legislation received bipartisan support, it was not passed prior to the conclusion of the 118th Congress in December 2024.

The same legislation has been reintroduced in the 119th Congress and is pending.

The removal of AM receivers by automobile manufacturers could affect the operation and profitability of our AM radio stations.

Proposed and Recent Changes.

Congress and the FCC are considering, or may in the future consider and adopt new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership and profitability of our radio stations, including the loss of audience share and advertising revenues for our radio stations, and an inability to acquire additional radio stations or to finance those acquisitions.

Congress, the FCC and other federal agencies are considering, or may in the future consider and adopt new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership and profitability of our radio stations, including the loss of audience share and advertising revenues for our radio stations, and an inability to acquire additional radio stations or to finance those acquisitions.

Such matters may include:

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• proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages on the radio;

• proposals to restrict or prohibit the advertising of online casinos, online sports betting services and fantasy sports services;

• proposals to restrict or prohibit the advertising of online casinos, online sports betting services and fantasy sports services and prescription drugs;

• proposals to require radio broadcasters to pay royalties to musicians and record labels for the performance of music played on the stations;

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The agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission (“FTC”) or the Department of Justice, may investigate certain acquisitions.

In January 2022, they jointly announced an initiative to review and revise federal merger guidelines.

In December 2023, they jointly issued revised federal merger guidelines, which may result in more mergers being subject to review.

The Department of Justice and the FTC have reviewed numerous potential radio acquisitions where an operator proposed to acquire an additional station in its existing markets or multiple stations in new markets, and has challenged a number of such transactions.

Some of these challenges have resulted in consent decrees requiring the sale of certain stations.

We cannot predict the outcome of any specific FTC or Department of Justice investigation or how any revisions to the merger guidelines will impact radio industry mergers and acquisitions.

We cannot predict the outcome of any specific FTC or Department of Justice investigation or how the revised merger guidelines will impact radio industry mergers and acquisitions.

Any decision by the FTC or the Department of Justice to challenge a proposed acquisition could affect our ability to consummate the acquisition or to consummate it on the proposed terms.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires the parties to file Notification and Report Forms concerning antitrust issues with the FTC and the Department of Justice and to observe specified waiting period requirements before consummating the acquisition.

In December 2023, the agencies issued revisions to the merger guidelines, which may increase scrutiny of certain mergers.

For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976 requires the parties to file Notification and Report Forms concerning antitrust issues with the FTC and the Department of Justice and to observe specified waiting period requirements before consummating the acquisition.

In October 2024, the FTC finalized significant updates to the HSR guidelines that increase the amount and types of information that must be reported.

Regulation of the Internet

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Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business or limit the services we are able to offer.

In the areas of information security and data protection, the laws in several states in the United States and

most countries require companies to implement specific information security controls and legal protections to protect certain types of personally identifiable information.

In the areas of information security and data protection, the laws in several states in the United States and most countries require companies to implement specific information security controls and legal protections to protect certain types of personally identifiable information.

Likewise, most states in the United States and most countries have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their personally identifiable information.

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Additional federal, state, and territorial laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, product and service endorsements, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.

Several years ago, the FCC selected In-Band On-Channel technology as the exclusive technology for the introduction of terrestrial digital operations by AM and FM radio stations.

In 2002, the FCC selected In-Band On-Channel technology as the exclusive technology for the introduction of terrestrial digital operations by AM and FM radio stations.

The technology is also known as “HD Radio.” The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality, the ability to broadcast additional channels, and the ability to offer a greater variety of auxiliary services.

We currently utilize HD Radio digital technology on most of our stations.

In August 2023, the FCC released a Notice of Proposed Rulemaking seeking public comment on proposals to adopt rule changes that would improve digital FM signal quality and coverage while minimizing harmful interference to adjacent-channel stations.

We filed comments supporting the proposed rule changes.

In September 2024, the FCC adopted an Order modifying certain rules applicable to HD radio operations that will improve digital FM signal quality and coverage while minimizing harmful interference to adjacent-channel stations and will permit licensees to implement changes through a notification procedure.

Seasonal revenue fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in advertising expenditures.

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Human Capital Resources

As of February 6, 2024, we had a staff of 755 full-time employees and 372 part-time employees.

As of March 18, 2025, we had a staff of 542 full-time employees and 270 part-time employees.

We are a party to two separate collective bargaining agreements with the American Federation of Television and Radio Artists.

Both agreements automatically renew for successive one-year periods unless either party gives a notice of proposed termination at least sixty days prior to a renewal date.

We are also a party to a collective bargaining agreement with the United Electrical, Radio and Machine Workers of America Local 262.

This agreement applies only to certain of our employees at one station in Boston.

The initial term of the collective bargaining agreement expired on July 16, 2021;

however, it automatically renews for successive one-year periods unless either party gives a notice of proposed modification or termination at least sixty days prior to the expiration date or a subsequent renewal date.

We consider our relations with our employees to be good.

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Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements.

Although these statements are based upon assumptions we consider reasonable, they are subject to risks and uncertainties that are described more fully below.

Although these statements are based upon assumptions that we consider reasonable, they are subject to risks and uncertainties that described more fully below.

Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements.

There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Global Market.

There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Global Market or that we will continue to be listed on Nasdaq or make periodic filings with the SEC.

Our Class A common stock is currently listed for trading on the Nasdaq Global Market, and we must satisfy certain continued listing requirements to maintain the listing.

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On October 13, 2023, we received a written notice (the “October Notice”) from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive business days, the bid price for our Class A common stock had closed below the Minimum Bid Price Requirement.

In accordance with Nasdaq rules, we have been provided 180 calendar days, or until April 10, 2024, to regain compliance.

The October Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Global Market.

We intend to actively monitor the closing bid price of our Class A common stock and will consider all reasonable available options to regain compliance with the Minimum Bid Price Requirement, which may include transferring the listing to the Nasdaq Capital Market and/or seeking stockholder approval to effect a reverse stock split.

There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, maintain compliance with the other Nasdaq listing requirements or be successful in appealing any delisting determination.

If we are delisted from Nasdaq but obtain a substitute listing for our Class A common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq.

After completing the Reverse Stock Split, on October 8, 2024, we received a written notice that we had regained compliance with the Minimum Bid Price Requirement.

However, there can be no assurance that we will continue to maintain compliance with Nasdaq listing requirements, continue to be listed on Nasdaq or continue to make periodic filings with the SEC.

If we are delisted due to a failure to maintain compliance with Nasdaq listing requirements or voluntarily delist from Nasdaq, but obtain a substitute listing for our Class A common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq.

Stockholders may not be able to sell their shares of our Class A common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market.

As a result of these factors, if our Class A common stock is delisted from Nasdaq, the value and liquidity of our Class A common stock would likely be significantly adversely affected.

We face risks related to health epidemics, natural disasters and other catastrophes, which have materially and adversely affected our results of operations, liquidity and financial condition.

In addition, if we discontinue our obligation to make periodic filings with the SEC, by delisting our securities with Nasdaq and deregistering our securities pursuant to the Exchange Act, there would be a substantial decrease in disclosure about our Company on an ongoing basis.

We face risks related to health epidemics, natural disasters, terrorism and other catastrophes, which have materially and adversely affected our results of operations, liquidity and financial condition.

We are subject to social and natural catastrophic events that are beyond our control, such as health epidemics, including the COVID-19 pandemic, natural disasters and other catastrophes, which have materially and adversely affected our business and may continue to materially and adversely affect our results of operations, liquidity and financial condition.

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The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects.

As a result of inflation, we have experienced, and may continue to experience, cost increases.

Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected.

Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

As a result of inflation, we have experienced, and may continue to experience, cost increases, and our business, financial condition, results of operations and liquidity could be materially adversely affected.

The radio broadcasting industry faces many unpredictable business risks and is sensitive to external economic forces that could have a material adverse effect on our advertising revenues and results of operations.

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These risks include, but are not limited to:

• shifts in population, demographics or audience preferences;

• increased competition for advertising revenues with other radio stations, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, smart speakers and other forms of advertising;

• shifts in population, demographics or audience preferences and behaviors;

• increased competition for advertising revenues with other radio stations, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, podcasts, smart phones, tablets, and other wireless media, the internet, social media, smart speakers and other forms of advertising;

technological developments, including artificial intelligence and dislocation of advertising operations from new technologies and media buying trends;

• increased competition for advertising revenues from Amazon, Apple, Meta and Alphabet;

• changes in government regulations and policies and actions of federal regulatory bodies, including the FCC, Internal Revenue Service, the Department of Justice, and the Federal Trade Commission.

• increased consolidation among our competitors and peers resulting in additional competitive pressures;

• changes in laws, government regulations and policies and actions of federal regulatory bodies, including the FCC, Internal Revenue Service, the Department of Justice, and the Federal Trade Commission.

The main source of our revenue is the sale of advertising.

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• economic conditions in the areas where our stations are located and in the nation as a whole;

• the popularity of the programming offered by our stations;

• changes in population, demographics or audience preferences in the areas where our stations are located;

• the popularity of the programming offered by our stations and digital platforms;

• changes in population, demographics, consumer behavior or audience preferences in the areas where our stations are located;

• local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising;

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This political spending typically is heaviest during the fourth quarter of such years.

Additionally, unfavorable changes in economic conditions as well as declining consumer confidence, recession and other factors could lead to decreased demand for advertising and negatively impact our advertising revenues and our results of operations.

Additionally, unfavorable changes in economic conditions, political conditions, labor conditions, changing laws or tariffs, as well as declining consumer confidence, recession and other factors could lead to decreased demand for advertising and negatively impact our advertising revenues and our results of operations.

These factors, along with regulatory changes, executive orders and enforcement priorities, may impact customer budgets and create uncertainty about how such laws and regulations will be interpreted and applied, which may impact advertising demand and adversely impact our business.

We cannot predict with accuracy the timing or duration of any economic downturn generally, or in the markets in which our advertisers operate.

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Finally, the costs of developing and distributing content and programming most popular with the public may change significantly if new performance royalties (such as those that have been proposed by members of Congress from time to time) are imposed upon radio broadcasters or internet operators, and such changes could have a material impact upon our business.

We may not remain competitive if we do not respond to changes in technology, standards and services that affect our industry.

The radio broadcasting industry is subject to technological change, evolving industry standards and the emergence of alternate media platforms, technologies and services.

We may not remain competitive if we do not adapt or respond to changes in technology, standards and services that affect our industry.

The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of alternate media platforms, standards, technologies and services.

We may not have the resources to acquire and deploy other technologies or to introduce new services that could compete with these other technologies.

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• internet-based audio music services;

• audio programming by internet content providers, internet radio stations, cable systems, direct broadcast satellite systems, personal communications services and other digital audio broadcast formats;

• audio programming by internet content providers, internet radio stations, podcasters, cable systems, direct broadcast satellite systems, personal communications services and other digital audio broadcast formats;

• HD Radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services;

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These and other new technologies have the potential to change the means by which advertisers can reach target audiences most effectively.

We cannot predict the effect, if any, that competition arising from other technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations.

We cannot predict the effect, if any, that competition arising from other technologies or legal or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations.

For example, as discussed above, the AM for Every Vehicle Act is pending in Congress.

If this legislation is not passed, the removal of AM receivers by automobile manufacturers could affect the operation and profitability of our AM radio stations.

Such new media and technology has resulted in increased fragmentation in the advertising market, and we cannot predict the effect, if any, that additional competition arising from new technologies may have across our business or our financial condition and results of operations, which may be adversely affected if we are not able to adapt successfully to these new media technologies or distribution platforms.

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FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate any future transactions, and in certain circumstances, could require us to divest one or more stations.

Online music services such as Amazon Music Unlimited, Apple Music, Pandora and Spotify are not regulated by the FCC;

Online music services such as

Amazon Music Unlimited, Apple Music, Pandora and Spotify are not regulated by the FCC;

therefore, they are not subject to any ownership restrictions or FCC regulations governing their operations.

Our ability to compete with online music services may be impeded because of the extensive FCC regulations to which we are subject.

The FCC also requires radio stations to comply with

certain technical requirements to limit interference between two or more radio stations.

The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations.

Possible changes in interference protections, creation of additional classes of FM stations, spectrum allocations and other technical rules may negatively affect the operation of our stations.

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If the FCC requires any FM translator station that we operate to modify its facilities to eliminate interference caused to another station or to cease broadcasting, it could materially impair the operations of the station that the FM translator rebroadcasts which could have a material adverse effect on us.

Vigorous enforcement of the FCC’s indecency rules could have a material adverse effect on our business.

Enforcement of the FCC’s indecency rules could have a material adverse effect on our business.

The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 a.m.

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In a decision issued in June 2012, the Supreme Court did not find that the FCC’s indecency standards were inconsistent with the First Amendment, which means the FCC may continue to enforce the standards.

The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts a review of its indecency policy generally, and in March 2015, the FCC issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station.

The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts a review of its indecency policy generally.

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There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future.

In addition, legislation has been previously introduced in Congress that would require radio broadcasters to pay a performance royalty to record labels and performing artists for use of their recorded songs.

In addition, legislation has been introduced in Congress that would require radio broadcasters to pay a performance royalty to record labels and performing artists for use of their recorded songs.

The proposed legislation would add an additional layer of royalties to be paid directly to the record labels and artists.

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The stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 58% of our net revenue in 2024.

Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population or demographics, or changes in audience tastes, or local government actions, which could adversely impact our results from operations, cash flows or financial position.

Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population

or demographics, or changes in audience tastes, or local government actions, which could adversely impact our results from operations, cash flows or financial position.

We are exposed to credit risk on our accounts receivable.

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We also maintain reserves to cover the uncollectibility of a portion of our accounts receivable, however, the estimate, which is based on current information, may differ from actual results.

A future impairment of our FCC licenses and/or goodwill could adversely affect our operating results.

As of December 31, 2023, our FCC licenses and goodwill represented 69% of our total assets.

We are required to test our FCC licenses and goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses and/or goodwill might be impaired, and we have, from time to time, recorded impairment charges as a result of such tests.

We assess qualitative factors to determine whether it is more likely than not that our FCC licenses and/or goodwill might be impaired.

If we determine it is more likely than not that our FCC licenses and/or goodwill are impaired, then we are required to perform a quantitative impairment test.

The valuation of our FCC licenses and goodwill is based on estimates rather than precise calculations.

The fair value measurements for both our FCC licenses and goodwill use significant unobservable inputs which reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk.

A future impairment of our FCC licenses could adversely affect our operating results.

As of December 31, 2024, our FCC licenses represented 71% of our total assets.

We are required to test our FCC licenses for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses might be impaired, and we have, from time to time, recorded impairment charges as a result of such tests.

We assess qualitative factors to determine whether it is more likely than not that our FCC licenses might be impaired.

If we determine it is more likely than not that our FCC licenses are impaired, then we are required to perform a quantitative impairment test.

The valuation of our FCC licenses is based on estimates rather than precise calculations.

The fair value measurements for our FCC licenses use significant unobservable inputs which reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk.

If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future, which could be material and could adversely affect our results of operations and financial condition.

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We have debt that is substantial in relation to our equity.

As of December 31, 2023, we had long-term debt of $267.0 million and equity of $149.0 million.

As of December 31, 2024, we had long-term debt, net of an unamortized premium, of $220.1 million and equity of $147.2 million.

Our long-term debt is substantial in amount and could have an impact on you.

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In addition, there can be no assurances that additional financing will be available or on terms that will be acceptable to us, or at all.

Our ability to pay regular dividends on our common stock is subject to the discretion of our Board of Directors and may be limited by our structure, statutory restrictions and restrictions imposed by the Indenture governing our Notes as well as any future agreements.

Our board of directors has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders.

While we intend to pay a regular quarterly cash dividend, future payments, if any, will be at the discretion of our Board of Directors.

Our ability to pay regular dividends on our common stock is subject to the discretion of our Board and may be limited by our structure, statutory restrictions and restrictions imposed by the Indenture governing our Notes as well as any future agreements.

Our Board has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders.

While we intend to pay a regular quarterly cash dividend, future payments, if any, will be at the discretion of our Board.

Future quarterly dividend payments can also be changed or discontinued at any time and will be subject to limitations under the terms of the Indenture governing our Notes (as defined below), as well as any future agreements.

The payment and timing of any future quarterly dividends will also depend upon, among other things, our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors.

Our corporate offices and several of our stations are located in areas that could be affected by hurricanes.

Our corporate offices and several of our stations are located in areas that could be affected by hurricanes, extreme weather and other climate change conditions.

Florida is susceptible to hurricanes, and we have our corporate offices located in Naples, and stations located in Fort Myers and Tampa.

These stations contributed 14% of our net revenue in 2024.

Our corporate offices and our stations located in Florida and other

stations located along the east coast of the United States have been materially affected by hurricanes in the past and may be materially affected in the future, which could have an adverse impact on our business, financial condition and results of operations.

We carry property damage insurance on all of our properties and business interruption insurance on some of our properties, but there can be no assurance that such insurance would be adequate to cover all of our hurricane-related losses.

Our corporate offices and our stations located in Florida and other stations located along the east coast of the United States have been materially affected by hurricanes in the past and may be materially affected in the future, which could have an adverse impact on our business, financial condition and results of operations.

Additionally, our properties may be impacted by extreme weather conditions, including wildfires, floods, drought, loss of power, heat waves, heavy precipitation or storms, and other climate change impacts.

The failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming could adversely affect our operating results.

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Furthermore, until third-party services resume, the inability to originate or distribute programming could have a material adverse effect on our business and results of operations.

Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information, expose us to liability, and cause material adverse effects on our business and reputation.

Any technology error or failure impacting systems hosted internally or externally, or any large-scale interruption to the technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our operations.

Any individual, sustained or repeated failure of technology could impact our customer service and result in increased costs or reduced revenues.

Our technology systems and related data are also vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, cyber-attacks, computer viruses, hackers and other security issues.

Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a cyberattack or business disruption and its adverse financial consequences to our reputation.

In addition, as a part of our ordinary business operations, we and certain of our third-party providers collect, process, store and maintain sensitive data, including the personal information of our clients, listeners, employees, contractors, business partners and others as well as trade secrets and other propriety business information.

The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy.

Any compromise of our technology systems resulting from attacks by hackers or breaches due to employee error or malfeasance could result in the loss, disclosure, misappropriation of or access to clients’, listeners’, employees’ contractors' or business partners’ information.

Any such loss, disclosure, misappropriation or access could result in legal claims or proceedings (including class actions), liability or regulatory penalties under laws protecting the privacy of personal information, disruption of our operations and damage to our reputation, any or all of which could adversely affect our business.

We are vulnerable to disruptions and security breaches of our information technology infrastructure and confidential information, which could cause material adverse effects on our business and reputation.

We rely heavily on technology, such as computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations, to operate our business (collectively, “IT Systems”), including our own IT Systems and those of our third-party providers.

The proper functioning of our IT Systems and business processes and protection of our Confidential Data is critical to the efficient operation and management of our business, our operating results and our financial condition.

Our IT Systems, and those of third-party providers, are vulnerable to damage and disruption caused by various circumstances, some of which are beyond our control.

These include catastrophic events, power anomalies or outages and natural disasters, terrorist attacks, employee error or malfeasance, and, increasingly, technological risks associated with computer system or network failures, viruses or malware (including ransomware), misconfigurations, bugs or securities vulnerabilities in hardware and software, physical or electronic intrusions, and unauthorized access associated with cyber-attacks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Data.

Our technology security initiatives, disaster recovery plans and security measures may not be adequate or implemented properly to prevent a material cyberattack or business disruption.

Because we make extensive use of third-party providers, such as cloud computing services, successful cyberattacks that disrupt or compromise third- party IT Systems may materially impact our operations and results.

We and our third-party providers face constant cybersecurity treats and cyber-attacks, including, but not limited to, phishing attacks, ransomware attacks, and denial of service attacks.

[LW1] While no cyber-attack has had a material impact thus far, there can be no guarantee that a future attack will not materially impact our financial condition, results of operations or cash flows, due to, among other things, the loss of Confidential Data, interruptions to our operations, damage to our reputation, and regulatory investigations or legal proceedings (including class actions).

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are increasingly sophisticated in using techniques and tools – including generative and other artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence.

This makes detecting, investigating, remediating and recovering from attacks or incidents and avoiding a material adverse impact to our systems or information extremely challenging.

We have acquired companies and may acquire companies in the future, which exposes us to additional, incremental cybersecurity risks and vulnerabilities.

In addition, our business processes and IT Systems need to be sufficiently scalable to support the future growth of our business and may require modifications or upgrades that expose us to similar risks of damage or disruption.

Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition, results of operations and cash flows.

Moreover, remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.

There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or effective in protecting our information technology systems and confidential information

Our business is dependent upon the proper functioning of our business processes and information systems, and modification or interruption of such systems may disrupt our business, processes and internal controls.

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We and certain of our third-party vendors have been the target of cyber-attacks, including phishing attacks, ransomware attacks, and attempted denial of service attacks, and future attacks are likely to occur.

While no cyber-attack has had a material impact thus far, if successful, these types of attacks could have a material adverse effect on our financial condition, results of operations and cash flows, due to, among other things, the loss of customer data and other confidential information, interruptions to our operations, and

damage to our reputation.

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The failure to identify, consummate and integrate acquired stations could have a material adverse effect on our financial condition, results of operations and cash flows.

The Beasley family controls Beasley Broadcast Group, Inc.

and members of the Beasley family own a substantial equity interest in Beasley Broadcast Group, Inc.

The Beasley family controls Beasley Broadcast Group, Inc., and members of the Beasley family own a substantial equity interest in Beasley Broadcast Group, Inc.

Their interests may conflict with yours.

The Beasley family, which includes Caroline Beasley, our Chief Executive Officer and a member of our board of directors, Bruce Beasley, our President and a member of our board of directors, and Brian Beasley, our Chief Operating Officer and a member of our board of directors, is generally able to control the vote on all matters submitted to a vote of stockholders.

The Beasley family, which includes Caroline Beasley, our Chief Executive Officer and a member of our Board, Bruce Beasley, our President and a member of our Board, and Brian Beasley, our Chief Operating Officer and a member of our Board, is generally able to control the vote on all matters submitted to a vote of stockholders.

Without the approval of the Beasley family, we will be unable to consummate transactions involving an actual or potential change in control, including transactions in which you might otherwise receive a premium for your shares over then current market prices.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business