What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-02-19 compared with 2020-02-21 · 292 added, 211 removed, 151 unchanged (77% of the section changed)

8 unchanged sentences

Beasley Broadcast Group, Inc., a Delaware corporation, was formed in 1999.

We seek to secure and maintain

a leadership position in the markets we serve by developing high quality local content, through our audio, digital and esports 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 radio stations in clusters to capture a variety of demographic listener groups, which we believe enhances our radio stations appeal to a wide range of

Current FCC rules and regulations do not permit us to add more AM or FM radio stations to our Augusta, GA market cluster, or more FM radio stations to our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, Philadelphia,

PA, and Tampa-Saint Petersburg, FL market clusters.

The primary source of revenue for our radio stations is the sale of advertising time

to local, regional and national advertisers and national network advertisers who purchase commercials in varying lengths.

A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and

participation, and integrated digital advertising solutions.

Recent Developments

On February 2,

2021, we issued $300.0 million aggregate principal amount of 8.625% senior secured notes due 2026 (the Notes) under an indenture dated February 2, 2021 (the Indenture).

Interest on the Notes accrues at the rate of

8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021.

The Notes are secured on a first-lien priority basis by substantially all assets of the Company and its

majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.

We used the net proceeds from the Notes, to refinance the credit facility and the Amended Promissory Note (see Note 10 to the

accompanying financial statements) and to repay the loan from Mr.

George Beasley (see Note 18 to the accompanying financial statements) and related accrued interest, fees and expenses.

The Indenture contains restrictive covenants that limit the

ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock;

pay dividends on, repurchase or make

distributions in respect of our capital stock or make other restricted payments;

make certain investments or acquisitions;

sell, transfer or otherwise convey certain assets;

create liens;

enter into agreements restricting certain subsidiaries

ability to pay dividends or make other intercompany transfers;

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

enter into transactions with affiliates;

prepay certain kinds of indebtedness;

and issue or sell

stock of our subsidiaries.

In March 2020, coronavirus disease 2019 (COVID-19)

was recognized as a pandemic by the World Health Organization.

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets

worldwide, and has caused significant volatility in U.S.

and international debt and equity markets.

We have been impacted by deteriorating general economic conditions, which have caused a downturn in the advertising industry.

The decreased demand

for advertising has negatively impacted our net revenue, and many advertisers have reduced or ceased advertising spend due to the COVID-19 pandemic and its related economic impact.

Specifically, we observed a

rapid increase in cancellations and a reduction of new sales beginning midway through the month of March 2020.

The cancellations were broad-based but more severe in industries that were severely impacted by the

COVID-19 pandemic.

Advertising sales began to recover near the end of the second quarter of 2020 and continued to recover during the remainder of 2020.

We are actively monitoring the COVID-19 pandemic.

While this disruption is currently expected to be temporary, there is considerable uncertainty around the duration.

Thus, it is impossible to predict the total impact that it will have on the

If public and private entities continue to implement restrictive measures, the material adverse effect on our results of operations, financial condition and cash flows could persist.

Beginning in March 2020, we implemented certain expense control initiatives, such as reductions in compensation for management and other

employees, reductions in planned capital expenditures, negotiated vendor pricing reductions, furloughs and headcount reductions for certain employees and suspensions of new employee hiring and travel and entertainment expenses.

These initiatives

continued reducing our expenses throughout the remainder of 2020 and we expect expense reductions to continue into 2021.

Our board of directors also suspended future quarterly dividend payments until it is determined that resumption of dividend

payments is in the best interest of the Companys stockholders.

Due to the impact of the

COVID-19 pandemic on the U.S.

economy, we tested our Federal Communications Commission (FCC) licenses for impairment during the first quarter of 2020.

As a result of the quantitative impairment

test, we recorded impairment losses of $6.8 million related to the FCC licenses in our Atlanta, GA, Las Vegas, NV, Middlesex-Monmouth-Morristown, NJ, West Palm Beach-Boca Raton, FL, and Wilmington, DE radio market clusters.

The impairment

losses were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and an increase in the discount rate used in the discounted cash flow analyses to

estimate the fair value of our FCC licenses due to certain risks specifically associated with the Company and the radio broadcasting industry.

We did not identify any triggering events for impairment during the second quarter of 2020.

We elected to

perform the quantitative impairment test for our FCC licenses in all markets during the third quarter of 2020.

As a result of the quantitative impairment test performed as of September 30, 2020, we recorded no impairment losses related to our

FCC licenses in any of our reporting units.

We did not identify any triggering events for impairment during the fourth quarter of 2020.

The COVID-19 pandemic continues to create

significant uncertainty and disruption in the global economy and financial markets.

It is reasonably possible that these uncertainties could materially impact the Companys significant accounting estimates related to, but not limited to,

allowance for doubtful accounts, impairment of FCC licenses and goodwill, and determination of right-of-use assets.

As a result, many of the Companys estimates and

assumptions require increased judgment and carry a higher degree of variability and volatility.

The Companys estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its

consolidated financial statements.

We seek to secure and maintain a leadership position in the markets we serve by developing high quality local content, through our audio,

digital and esports 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 radio stations in

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

Current FCC rules and regulations do not permit us to add more AM or FM radio stations to our

Augusta, GA market cluster, or more FM radio stations to our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, Philadelphia, PA, and Tampa-Saint Petersburg, FL radio market clusters.

The primary source of revenue for our radio stations is the sale of advertising time to local, regional and national advertisers and national

network advertisers who purchase commercials in varying lengths.

A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and participation, and integrated digital advertising

A stations local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local advertising agencies and businesses.

national representation firm to sell to advertisers outside of our local markets.

In 2019, we completed the acquisition of the Houston

Outlaws, an esports team that competes in the Overwatch League.

The acquisition partners us with Blizzard Entertainment and its parent company Activision Blizzard, a leading global developer and publisher of interactive entertainment content and

broadcasting industry is highly competitive.

We retain a national representation firm to sell to

advertisers outside of our local markets.

In 2019, we completed the acquisition of the Houston Outlaws, an esports team that competes in

the Overwatch League.

The acquisition partners us with Blizzard Entertainment and its parent company Activision Blizzard, a leading global developer and publisher of interactive entertainment content and services.

The radio broadcasting

industry is highly competitive.

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

In addition, our radio stations compete for audiences and advertising revenues

with other media including:

digital audio streaming, satellite radio, broadcast television, digital, satellite and cable television, newspapers and magazines, outdoor advertising, direct mail, wireless media alternatives, cellular phones and other

forms of audio entertainment and advertisement.

In addition, our radio stations compete for audiences and advertising revenues with other

media including digital audio streaming, satellite radio, broadcast television, digital, satellite and cable television, newspapers and magazines, outdoor advertising, direct mail, wireless media alternatives, cellular phones and other forms of

audio entertainment and advertisement.

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

10 unchanged sentences

Federal Regulation of Radio Broadcasting

The radio broadcasting industry is subject to extensive and changing federal regulations administered by the Federal Communications Commission

The radio broadcasting industry is subject to extensive and changing federal regulations administered by the FCC.

Among other things, the FCC:

5 unchanged sentences

program content and employment practices of radio stations.

The FCC has the power to impose penalties for violations of

its rules that are implemented pursuant to the Communications Act of 1934, as amended (the Communications Act), including the imposition of monetary forfeitures, the issuance of short-term licenses, the imposition of conditions on the

renewal of a license, and, in egregious cases, non-renewal of licenses and the revocation of licenses.

The following is a brief summary of some provisions of the Communications Act and of certain specific FCC rules and policies.

The summary is

not a comprehensive listing of all of the regulations and policies affecting radio stations.

For further information concerning the nature and extent of federal regulation of radio stations, you should refer to the Communications Act, FCC rules and

FCC public notices, reports, orders and rulings.

The FCC has the power to impose penalties for violations of its rules that are implemented

pursuant to the Communications Act of 1934, as amended (the Communications Act), including the imposition of monetary forfeitures, the issuance of short-term licenses, the imposition of conditions on the renewal of a license, and, in

egregious cases, non-renewal of licenses and the revocation of licenses.

The following is a brief

summary of some provisions of the Communications Act and of certain specific FCC rules and policies.

The summary is not a comprehensive listing of all of the regulations and policies affecting radio stations.

For further information concerning the

nature and extent of federal regulation of radio stations, you should refer to the Communications Act, FCC rules and FCC public notices, reports, orders and rulings.

FCC Licenses.

Radio stations operate pursuant to licenses that are

ordinarily granted by the FCC for renewable terms of eight years.

Radio stations operate pursuant to licenses that are ordinarily granted by the FCC for renewable terms of

A radio station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending.

During the period following the filing of

renewal applications, petitions to deny license renewals can be filed by interested parties, including members of the public.

Generally, the FCC renews a broadcast license upon a finding that (i) the broadcast station has served the public

interest, convenience and necessity;

(ii) there have been no serious violations by the licensee of the Communications Act or the FCCs rules;

and (iii) there have been no other violations by the licensee of the Communications Act or

other FCC rules which, taken together, indicate a pattern of abuse.

During the period following the filing of renewal applications, petitions to deny license

renewals can be filed by interested parties, including members of the public.

Generally, the FCC renews a broadcast license upon a finding that (i) the broadcast station has served the public interest, convenience and necessity;

have been no serious violations by the licensee of the Communications Act or the FCCs rules;

and (iii) there have been no other violations by the licensee of the Communications Act or other FCC rules which, taken together, indicate a

pattern of abuse.

Historically, FCC licenses have generally been renewed.

The most recent renewal cycle started in June 2019 and will conclude in April 2022.

non-renewal of one or more of our licenses could have a material adverse effect on our business.

The non-renewal of one or more of our licenses

could have a material adverse effect on our business.

The FCC classifies each AM and FM radio station.

An AM radio station operates on either a clear channel, regional channel or local channel.

clear channel is one on which AM radio stations are assigned to serve wide areas, particularly at night.

The minimum and maximum facilities requirements for an FM radio station are determined by its class.

Possible FM class designations depend upon

the geographic zone in which the transmitter of the FM radio station is located.

In general, commercial FM radio stations are classified as follows, in order of increasing power and antenna height:

An AM radio station operates on

either a clear channel, regional channel or local channel.

A clear channel is one on which AM radio stations are assigned to serve wide areas, particularly at night.

The minimum and maximum facilities requirements for an FM radio station are

determined by its class.

Possible FM class designations depend upon the geographic zone in which the transmitter of the FM radio station is located.

In general, commercial FM radio stations are classified as follows, in order of increasing power and

antenna height:

Class A, B1, C3, B, C2, C1, C0, or C.

Several years ago, the FCC authorized an additional 100 kHz of bandwidth for the AM band and has allotted frequencies in this new band to

certain existing AM radio station licensees that applied for migration to the expanded AM band, including one of our radio stations, subject to the requirement that at the end of a transition period, those licensees return to the FCC the license for

one of the AM band radio stations.

Upon the completion of the migration process, it is expected that some AM radio stations will have improved coverage because of reduced interference.

We have not completed our evaluation of the impact of the

migration process on our operations but believe that such impact will not be significant.

Current FCC requirements call for surrender of either the expanded band license or the existing band license.

Several years ago, the FCC authorized an additional 100 kHz of bandwidth for

the AM band and has allotted frequencies in this new band to certain existing AM radio station licensees that applied for migration to the expanded AM band, including one of our radio stations, subject to the requirement that at the end of a

transition period, those licensees return to the FCC the license for one of the AM band radio stations.

Upon the completion of the migration process, it is expected that some AM radio stations will have improved coverage because of reduced

interference.

We have not completed our evaluation of the impact of the migration process on our operations but believe that such impact will not be significant.

Current FCC requirements call for surrender of either the expanded band license or the

existing band license.

This surrender obligation is currently suspended.

As part of an Order released in October 2015 with respect to revitalization of the AM band (the AM Improvement Order) the FCC adopted a Notice of Proposed Rulemaking seeking comment on its tentative conclusion that licensees that have

not yet surrendered one of their licenses be required to do so.

The surrender of either license will have no material impact on our results of operations or financial condition.

As part of the AM Improvement Order, the FCC also launched a Notice of

Inquiry with respect to the AM expanded band.

The NOI sought comments regarding the FCCs tentative conclusion that AM expanded band licenses should be made available to additional stations and whether technical parameters applicable to

expanded band stations should be modified.

In October 2018, the FCC released a Notice of Proposed Rulemaking as part of its AM revitalization efforts that proposes to decrease the protections afforded to Class A AM stations, also known as clear

channel AM stations.

These stations are high-powered (broadcasting with 50 kilowatts) and receive broad interference protections during the daytime and nighttime, and, because of the technical characteristics of the AM band, can often be heard

thousands of miles from their transmitter sites during nighttime hours.

The Notice of Proposed Rulemaking questions whether the interference protections afforded to clear channel Class A stations remain necessary and suggests that eliminating

some of the protections would allow certain AM stations who provide localized service to increase power.

As part of an Order released in October 2015 with respect to revitalization of the AM band (the AM Improvement Order) the FCC adopted a Notice of Proposed

Rulemaking seeking comment on its tentative conclusion that licensees that have not yet surrendered one of their licenses be required to do so.

The surrender of either license will have no material impact on our results of operations or financial

As part of the AM Improvement Order, the FCC also launched a Notice of Inquiry with respect to the AM expanded band.

The NOI sought comments regarding the FCCs tentative conclusion that AM expanded band licenses should be made

available to additional stations and whether technical parameters applicable to expanded band stations should be modified.

In October 2018, the FCC released a Notice of Proposed Rulemaking as part of its AM revitalization efforts that proposes to

decrease the protections afforded to Class A AM stations, also known as clear channel AM stations.

These stations are high-powered (broadcasting with 50 kilowatts) and receive broad interference protections during the daytime and nighttime,

and, because of the technical characteristics of the AM band, can often be heard thousands of miles from their transmitter sites during nighttime hours.

The Notice of Proposed Rulemaking questions whether the interference protections afforded to

clear channel Class A stations remain necessary and suggests that eliminating some of the protections would allow certain AM stations who provide localized service to increase power.

The Notice of Proposed Rulemaking remains pending.

11 unchanged sentences

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

Because translators are secondary to full power

stations, it is possible that translators we operate could be displaced by full power stations.

In August 2019, new rules setting out specific procedures to be used to resolve complaints of

interference between FM translators and full power stations became effective.

Under these rules, full power stations may only bring an interference complaint if they experience interference in an area that is inside the stations 45 dBu

In November 2019, the FCC issued a Notice of Proposed Rulemaking seeking comment on a proposed rule to allow AM stations to

Because translators are secondary to full power stations, it is possible

that translators we operate could be displaced by full power stations.

In August 2019, new rules setting out specific procedures to be used to resolve complaints of interference between FM translators and full power stations became effective.

these rules, full power stations may only bring an interference complaint if they experience interference in an area that is inside the stations 45 dBu contour.

In October 2020, the FCC adopted an order to change its rules to allow AM stations to

voluntarily convert to all-digital operation.

Currently, the FCC only permits AM stations to operate in an analog mode or a hybrid mode where both analog and digital signals are broadcast.

We cannot predict

whether the FCC will adopt the proposal.

Most of these rule changes became effective January 4, 2021.

The FCC has adopted rules establishing a low power radio service.

(LPFM) stations operate in the existing FM radio band with a maximum operating power of 100 watts.

FCC regulations regarding eligibility for and licensing of low power FM radio stations have expanded licensing opportunities for low power

FM radio stations.

Implementation of a low power radio service provides an additional audio programming service that could compete with our radio stations for listeners.

In July 2019, the FCC adopted a Notice of Proposed Rulemaking proposing to

update technical rules applicable to LPFM stations to provide LPFM licensees with more flexibility.

Indecency Regulation.

Low power FM (LPFM) stations operate in the existing FM radio

band with a maximum operating power of 100 watts.

FCC regulations regarding eligibility for and licensing of low power FM radio stations have expanded licensing opportunities for low power FM radio stations.

Implementation of a low power radio

service provides an additional audio programming service that could compete with our radio stations for listeners.

In April 2020, the FCC adopted an Order revising technical rules applicable to LPFM stations to provide LPFM licensees with more

flexibility, including allowing the use of FM boosters.

Rules and Regulations Regarding Indecency, Sponsorship ID and EAS

The FCCs rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 am and 10 pm.

Broadcasters risk of violating the prohibition on the broadcast of indecent material is increased by the

vagueness of the FCCs definition of indecent material, coupled with the spontaneity of live programming.

The FCC has expanded the breadth of indecency regulation to include material that could be considered blasphemy,

personally reviling epithets, profanity and vulgar or coarse words, amounting to a nuisance.

The maximum permitted fine for an indecency violation is $414,454 per incident and $3,825,726 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.

In July 2010, the U.S.

Court of Appeals for the Second Circuit issued a decision finding that the FCCs indecency standard was too vague for broadcasters

to interpret and therefore inconsistent with the First Amendment.

In June 2012, the Supreme Court issued a decision which held that the FCC could not fine ABC and FOX for the specific broadcasts at issue in the case because the FCC had not provided

them with sufficient notice of its intent to issue fines for the use of fleeting expletives.

However, the Court did not make any substantive ruling regarding the FCCs indecency standards.

In April 2013, the FCC requested comments on its

indecency policy, including whether it should ban the use of fleeting expletives or whether it should only impose fines for broadcasts that involve repeated and deliberate use of expletives.

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 and in March 2015 issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station for

violation of its indecency policy.

We cannot predict whether Congress will consider or adopt further legislation in this area.

Transfers or Assignment of License.

The Communications Act prohibits the assignment of broadcast licenses or the transfer of

control of a broadcast licensee without the prior approval of the FCC.

In determining whether to grant such approval, the FCC considers, among other things:

Broadcasters risk of violating the prohibition on the broadcast of indecent material

is increased by the vagueness of the FCCs definition of indecent material, coupled with the spontaneity of live programming.

The FCC has expanded the breadth of indecency regulation to include material that could be considered

blasphemy, personally reviling epithets, profanity and vulgar or coarse words, amounting to a nuisance.

The maximum permitted fine for an indecency violation is $419,353 per incident and $3,870,946 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 and in March 2015 issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station for violation of its indecency policy.

We cannot predict whether Congress will

consider or adopt further legislation in this area.

FCC regulations require a radio station to include an

on-air announcement that identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received.

Fines for such

violations can be substantial as they are dependent on the number of times a particular advertisement is broadcast.

In addition, the FCC has recently sought to impose substantial fines on broadcasters who transmit Emergency Alert System

(EAS) codes, or simulations thereof, in the absence of an actual emergency or authorized test of the EAS.

Assignment of License.

The Communications Act prohibits the assignment of broadcast licenses or the transfer of control of a broadcast licensee without the prior approval of the FCC.

In determining whether to grant such approval, the

FCC considers, among other things:

compliance with the various rules limiting common ownership of media properties in a given market;

6 unchanged sentences

Multiple Ownership Rules.

The Communications Act and FCC rules impose specific limits on the number of commercial radio stations

an entity can own, directly or by attribution, in a single market and the combination of radio stations, television stations and newspapers that any entity can own, directly or by attribution, in a single market.

Digital radio channels authorized

for AM and FM stations do not count as separate stations for purposes of the ownership limits.

The Communications Act and FCC rules impose specific limits on the number of commercial radio

stations an entity can own, directly or by attribution, in a single market and the combination of radio stations, television stations and newspapers that any entity can own, directly or by attribution, in a single market.

Digital radio channels

authorized for AM and FM stations do not count as separate stations for purposes of the ownership limits.

The radio multiple-ownership rules may preclude us from acquiring certain radio stations we might otherwise seek to acquire.

The ownership

rules also effectively prevent us from selling radio stations in a market to a buyer that has reached its ownership limit in the market unless that buyer divests other radio stations.

The FCCs ownership rules that are currently in effect and

apply to our broadcast holdings are briefly summarized below.

ownership rules also effectively prevent us from selling radio stations in a market to a buyer that has reached its ownership limit in the market unless that buyer divests other radio stations.

The FCCs ownership rules that are currently in

effect and apply to our broadcast holdings are briefly summarized below.

Local Radio Ownership Rule.

The local radio ownership rule establishes the

following limits:

The local radio

ownership rule establishes the following limits:

in markets with 45 or more radio stations, ownership is limited to eight commercial radio stations, no more than

42 unchanged sentences

any corporation from holding a broadcast license if the corporation is controlled by any other corporation of which more than 25% of the capital stock is owned of record or voted by aliens.

In the past, the FCC has interpreted the 25% foreign

ownership limit for holding companies as an absolute prohibition.

In November 2013, however, the FCC issued a Declaratory Ruling clarifying that it would review situations in which foreigners own more than 25% of a holding company of an entity that

holds a broadcast license on a case by case basis.

In 2016, the FCC adopted streamlined rules and procedures for the filing and review of requests to permit foreigners to own more than 25% of a holding companys equity.

In acting upon a request

for declaratory ruling, the FCC will coordinate with Executive Branch agencies on national security, law enforcement, foreign policy and other policy issues.

The new rules also specify how public companies should monitor foreign ownership compliance

and provide for remedial provisions in the event a public company determines that it has exceeded its foreign ownership limits.

Broadcast licensees are required to obtain specific approval from the FCC before any foreign entity or individual

acquires more than 5% of the licensees equity or voting rights.

The streamlined rules permit a broadcast licensee to file a petition with the FCC seeking approval for a proposed foreign investor to own up to 100% of the controlling parent

entity and for a non-controlling foreign investor identified in the petition to increase its equity and/or voting interest in a parent entity at a future time up to 49.9 percent.

This change will make it

easier for broadcast licensees to seek foreign investors.

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.

For example, the certificate of incorporation provides for the redemption of shares of our capital stock by action of the board of directors to the extent necessary to comply with these alien ownership restrictions.

The FCC has interpreted this provision of the

Communications Act to require an affirmative public interest finding before a broadcast licensee may be granted or held by such an entity.

In November 2013, the FCC confirmed that it would review situations in which foreigners own more than 25% of a

holding company of an entity that holds a broadcast license on a case by case basis.

In 2016, the FCC adopted streamlined rules and procedures for the filing and review of requests to permit foreigners to own more than 25% of a holding

companys equity.

In acting upon a request for declaratory ruling, the FCC will coordinate with Executive Branch agencies on national security, law enforcement, foreign policy and other policy issues.

The rules also specify how public companies

should monitor foreign ownership compliance and provide for remedial provisions in the event a public company determines that it has exceeded its foreign ownership limits.

The streamlined rules permit a broadcast licensee to file a petition with the

FCC seeking approval for a proposed foreign investor to own up to 100% of the controlling parent entity and for a non-controlling foreign investor identified in the petition to increase its equity and/or

voting interest in a parent entity at a future time up to 49.9 percent.

In October 2020, the FCC adopted rules to streamline the timeline for the required review of these requests by Executive Branch agencies.

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.

Time Brokerage and Joint Sales Agreements.

It is not uncommon for radio

stations to enter into agreements under which separately owned and licensed radio stations agree to enter into cooperative arrangements of varying sorts, subject to compliance with the requirements of antitrust laws and with FCCs rules and

Under these arrangements, separately owned radio stations could agree to function cooperatively in programming, advertising sales and similar matters, subject to the requirement that the licensee of each radio station maintain independent

control over the programming and operations of its own radio station.

The FCCs rules provide that a radio station that brokers more

than 15% of the weekly broadcast time on another radio station serving the same market or sells more than 15% of the other stations advertising time per week will be considered to have an attributable ownership interest in the other radio

station for purposes of the FCCs local radio ownership limits.

FCC rules also prohibit a broadcast station from duplicating more

than 25% of its programming on another radio station 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, where the brokered and brokering radio stations which it owns or programs serve substantially the same area.

It is not uncommon for radio stations to enter into agreements under which

separately owned and licensed radio stations agree to enter into cooperative arrangements of varying sorts, subject to compliance with the requirements of antitrust laws and with FCCs rules and policies.

Under these arrangements, separately

owned radio stations could agree to function cooperatively in programming, advertising sales and similar matters, subject to the requirement that the licensee of each radio station maintain independent control over the programming and operations of

its own radio station.

The FCCs rules provide that a radio station that brokers more than 15% of the weekly

broadcast time on another radio station serving the same market or sells more than 15% of the other stations advertising time per week will be considered to have an attributable ownership interest in the other radio station for purposes of the

FCCs local radio ownership limits.

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.

Quadrennial Review of Ownership Rules .

The FCC is required to review quadrennially the media ownership rules to modify, repeal,

or retain any rules as it determines to be in the public interest.

In August 2016, the FCC released an Order in a proceeding that combined the 2010 and 2014 quadrennial reviews which retained most of the existing multiple ownership rules.

readopted an Order the FCC released in 2014 which confirmed that Joint Sales Agreements (JSAs) between separately owned television stations in the same market would be attributable to a station selling more than 15% of the other

stations advertising time.

The FCC is required to review quadrennially the media

ownership rules to modify, repeal, or retain any rules as it determines to be in the public interest.

In August 2016, the FCC released an Order in a proceeding that combined the 2010 and 2014 quadrennial reviews which retained most of the existing

multiple ownership rules.

The FCC adopted one change that applies to radio stations in embedded markets smaller markets within the boundaries of larger markets.

Previously, such stations had to comply with the local radio

multiple ownership rules in both the smaller and larger markets.

Under the revised rules, such stations could request that application of the rules to the larger market be waived if the larger market does not accurately reflect the competition faced

by stations in the embedded market.

Previously, such stations had to comply with the local radio multiple

ownership rules in both the smaller and larger markets.

Under the revised rules, such stations could request that application of the rules to the larger market be waived if the larger market does not accurately reflect the competition faced by

stations in the embedded market.

Several parties filed petitions requesting the FCC to reconsider its August 2016 Order.

In November 2017, the FCC released an Order on Reconsideration that eliminated the newspaper-broadcast and television-radio

cross ownership rules, relaxed the local television ownership rule and eliminated the attribution of JSAs between television stations, but did not make any changes to the local radio rules other than with respect to stations in embedded markets.

rule changes went into effect on February 7, 2018.

However, several public interest organizations filed petitions for review with the Court of Appeals for the Third Circuit, the same court that has considered challenges to prior ownership

orders issued by the FCC.

In an Order adopted in September 2019, the Third Circuit vacated the FCCs November 2017 Reconsideration Order.

The FCC and the intervenors petitioned the Third Circuit for en banc review in November 2019, which the

Third Circuit denied.

Following the denial, in November 2019, a mandate reinstating the newspaper-broadcast and radio-television cross-ownership rules was issued.

In December 2018, the FCC released a Notice of Proposed Rulemaking to launch its 2018

quadrennial review of multiple ownership rules.

The Notice of Proposed Rulemaking does not make any proposals but seeks comment regarding whether the local radio ownership rule limits should be modified.

We cannot predict whether the FCC will adopt

changes to the local radio ownership rule that would impact our holdings.

cross ownership rules, relaxed the local television ownership rule and eliminated the attribution of JSAs between television stations.

The rule changes went into effect on February 7, 2018.

However, several public interest organizations filed

petitions for review with the Court of Appeals for the Third Circuit, the same court that has considered challenges to prior ownership orders issued by the FCC.

In an Order adopted in September 2019, the Third Circuit vacated the FCCs November

2017 Reconsideration Order.

The FCC and the intervenors petitioned the Third Circuit for en banc review in November 2019, which the Third Circuit denied.

Following the denial, in November 2019, a mandate reinstating the newspaper-broadcast and

radio-television cross-ownership rules was issued.

In October 2020, the U.S.

Supreme Court agreed to consider an appeal of the Third Circuit decision, and a decision is expected during the Supreme Courts current term.

In December 2018, the FCC

released a Notice of Proposed Rulemaking to launch its 2018 quadrennial review of multiple ownership rules.

The Notice of Proposed Rulemaking does not make any proposals but seeks comment regarding whether the local radio ownership rule limits

should be modified.

We cannot predict whether the FCC will adopt changes to the local radio ownership rule that would impact our holdings.

Programming and Operations.

Communications Act requires broadcasters to serve the public interest.

The FCC gradually has relaxed or eliminated many of the more formalized procedures it had developed in the past to promote the broadcast of certain types of programming

responsive to the needs of a radio stations community of license.

Under the currently effective rules, a licensee is required to present programming that is responsive to issues of the radio stations community of license and to maintain

records demonstrating this responsiveness.

Under changes to the FCC rules implemented in 2017 and 2018, all of our radio stations are required to maintain their public inspection files online on an FCC maintained website rather than in their

physical studios.

This means that the materials in these stations public files are more widely accessible.

The Communications Act requires broadcasters to serve the public interest.

The FCC gradually

has relaxed or eliminated many of the more formalized procedures it had developed in the past to promote the broadcast of certain types of programming responsive to the needs of a radio stations community of license.

Under the currently

effective rules, a licensee is required to present programming that is responsive to issues of the radio stations community of license and to maintain records demonstrating this responsiveness.

Under changes to the FCC rules implemented in

2017 and 2018, all of our radio stations are required to maintain their public inspection files online on an FCC maintained website rather than in their physical studios.

This means that the materials in these stations public files are more

widely accessible.

Radio stations also must pay regulatory and application fees and follow various rules promulgated under the Communications Act.

rules regulate, among other things, political advertising, sponsorship identifications, the advertisement of contests and lotteries, employment practices, broadcast of obscene and indecent content, and technical operations, including limits on human

exposure to radio frequency radiation.

The FCCs rules on equal employment opportunities prohibit employment discrimination by radio

stations on the basis of race, religion, color, national origin, and gender;

Those rules regulate, among other things, political advertising, sponsorship identifications, the

advertisement of contests and lotteries, employment practices, broadcast of obscene and indecent content, and technical operations, including limits on human exposure to radio frequency radiation.

The FCCs rules on equal employment opportunities prohibit employment discrimination by radio stations on the basis of race, religion,

color, national origin, and gender;

and require broadcasters to implement programs to promote equal employment opportunities at their radio stations.

The rules generally require broadcasters to widely

disseminate information about full-time job openings to all segments of the community to ensure that all qualified applicants have sufficient opportunity to apply for the job, to send job vacancy announcements to recruitment organizations and others

in the community indicating an interest in all or some vacancies at the radio station, and to implement a number of specific longer-term recruitment outreach efforts, such as job fairs, internship programs, and interaction with educational and

community groups from among a menu of approaches itemized by the FCC.

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 broadcasters community.

The rules generally require broadcasters to widely disseminate information about full-time job

openings to all segments of the community to ensure that all qualified applicants have sufficient opportunity to apply for the job, to send job vacancy announcements to recruitment organizations and others in the community indicating an interest in

all or some vacancies at the radio station, and to implement a number of specific longer-term recruitment outreach efforts, such as job fairs, internship programs, and interaction with educational and community groups from among a menu of approaches

itemized by the FCC.

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 broadcasters community.

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 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.

Such matters may include:

2 unchanged sentences

changes in laws with respect to foreign ownership of broadcast licenses;

revisions to the FCCs rules relating to political broadcasting, including free airtime to candidates;

revisions to the FCCs rules relating to political broadcasting, including proposals to give free airtime to

candidates and other changes regarding political advertising rates, sponsorship disclosure and political file recordkeeping obligations;

technical and frequency allocation matters;

16 unchanged sentences

agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission or the Department of Justice, may investigate certain acquisitions.

The Department of Justice has 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

We cannot predict the outcome of any specific FTC or Department of Justice investigation.

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.

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.

Regulation of the Internet

services including websites of our radio stations are subject to regulation relating to the privacy and security of personally identifiable user information and acquisition of personal information from children under 13, including the federal Child

Online Privacy Protection Act (COPPA) and the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM).

State of California has recently enacted the California Consumer Privacy Act (CCPA), a privacy law which creates wide-ranging consumer rights with respect to the access to, deletion of and sharing of personal information.

In addition, a

majority of states have enacted laws that impose data security and security breach obligations.

Additional federal, state, 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, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.

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

7 unchanged sentences

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

As of February 10, 2020, we had a staff of 846 full-time employees and 592 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 bargaininmg agreement with the United Electrical, Radio and Machine Workers of America Local 262.

This agreement applies only to certain of our employees at

one radio station in Boston.

The initial term of the collective bargaining agreement expires on July 16, 2021 then 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.

Human Capital Resources

February 8, 2021, we had a staff of 775 full-time employees and 360 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 radio station in Boston.

The initial term of the collective bargaining agreement expires on July 16, 2021 and then

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.

consider our relations with our employees to be good.

Environmental

As the owner, lessee or

operator of various real properties and facilities, we are subject to federal, state and local environmental laws and regulations.

As the owner, lessee or operator of various real properties and facilities, we are subject to federal, state and local environmental laws and

Historically, compliance with these laws and regulations has not had a material adverse effect on our business.

can be no assurance, however, that compliance with existing or new environmental laws and regulations will not require us to make significant expenditures in the future.

There can be no assurance, however, that compliance with existing or new environmental laws and regulations will not require

us to make significant expenditures in the future.

Available Information

address is www.bbgi.com.

You may obtain through our internet website, free of charge, copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current

reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act).

reports will be available as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (the Commission or SEC).

The Commission maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers

that file electronically with the Commission, www.sec.gov.

Our internet address is www.bbgi.com.

You may obtain through our internet website, free of charge, copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to

Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act).

These reports will be available as soon as reasonably practicable after we electronically file such material with, or furnish such

material to, the Securities and Exchange Commission (the SEC).

The SEC maintains an internet site that contains reports,

proxy and information statements, and other information regarding issuers that file electronically with the SEC, www.sec.gov.

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