What changed in this filing

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Item 1. Business

2022-02-23 compared with 2021-02-19 · 181 added, 363 removed, 80 unchanged (87% of the section changed)

We are a multi-platform media

company whose primary business is operating radio stations throughout the United States.

We are a multi-platform media company whose primary business is operating radio stations throughout the United States.

We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms.

We own and operate radio stations in the

following radio 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, Tampa-Saint Petersburg, FL, West Palm

Beach-Boca Raton, FL, and Wilmington, DE.

We own and operate radio stations in the following radio markets:

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

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

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

Unless the context otherwise requires, all references in this report to “the Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc.

and its subsidiaries.

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 and Philadelphia, PA market clusters, or more FM radio stations to our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, 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 solutions.

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

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.

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

We own the Houston Outlaws, an esports team that competes in the Overwatch League and an esports team that competes in the Rocket League.

Ownership of the Houston Outlaws 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.

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and (vi) the number and characteristics of other radio stations and other advertising media in the market area.

attempt to improve our competitive position with promotional campaigns aimed at the demographic groups targeted by our radio stations and by sales efforts designed to attract advertisers.

We conduct extensive market research in an effort to enhance

our audience ratings and, in certain circumstances, to identify opportunities to reformat radio stations to reach underserved demographic groups and increase advertising revenue.

We attempt to improve our competitive position with promotional campaigns aimed at the demographic groups targeted by our radio stations and by sales efforts designed to attract advertisers.

We conduct extensive market research in an effort to enhance our audience ratings and, in certain circumstances, to identify opportunities to reformat radio stations to reach underserved demographic groups and increase advertising revenue.

Federal Regulation of Radio Broadcasting

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Among other things, the FCC:

determines the particular frequencies, locations, operating powers and other technical parameters of radio

determines the particular frequencies, locations, operating powers and other technical parameters of radio stations;

issues, renews, revokes, conditions and modifies radio station licenses;

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regulates equipment used by radio stations;

adopts and implements regulations and policies that directly or indirectly affect the ownership, operation,

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.

adopts and implements regulations and policies that directly or indirectly affect the ownership, operation, 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.

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

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

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.

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.

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

and (iii) there have been no other violations by the licensee of the Communications Act or other FCC rules that, when 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.

The 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.

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.

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:

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.

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

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.

The FCC also permits AM and FM radio stations to operate FM translators and FM stations to operate FM booster stations.

These are low power

secondary stations that retransmit the programming of a radio station to portions of the stations service area that the primary signal does not reach because of distance or terrain barriers.

Boosters operate on the same frequency as the

station being retransmitted and translators operate on a different frequency.

The AM Improvement Order 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.

These are low power secondary stations that retransmit the programming of a radio station to portions of the station’s service area that the primary signal does not reach because of distance or terrain barriers.

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 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.

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

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

Since 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.

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

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

Rules to allow AM stations to voluntarily convert to all-digital

operations became effective in 2021.

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

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

band with a maximum operating power of 100 watts.

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

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 Signals.

The FCC’s 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 $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.

Broadcasters’ risk of violating the prohibition on the broadcast of indecent material is increased by the vagueness of the FCC’s 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 $445,445 per incident and $4,111,796 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.

In March 2015, the FCC 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 April 2021 the FCC adopted rules that would require radio stations to disclose when foreign governmental entities have paid a station, directly or indirectly, to broadcast programming under a lease time agreement.

Radio stations will be required to take certain actions to determine if an entity leasing airtime from it is covered by the new rules.

The National Association of Broadcasters has filed an appeal of the new rules and a request that they be stayed pending appeal.

Unless the effectiveness of the new rules is stayed by the court considering the appeal, they will become effective upon approval by the Office of Management and Budget.

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:

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;

the character of the proposed licensee and those persons holding attributable interests in the licensee;

compliance with the Communications Acts limitations on alien ownership as well as compliance with other FCC

regulations and policies.

To obtain FCC consent to assign or transfer control of a broadcast license, appropriate

applications must be filed with the FCC.

compliance with the Communications Act’s limitations on alien ownership as well as compliance with other FCC regulations and policies.

To obtain FCC consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC.

Interested parties, including members of the public, have the opportunity to file objections against assignment and transfer of control applications.

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.

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.

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 FCC’s 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:

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

five of which can be either AM or FM;

in markets with 30 to 44 radio stations, ownership is limited to seven commercial radio stations, no more than

four of which can be either AM or FM;

in markets with 15 to 29 radio stations, ownership is limited to six commercial radio stations, no more than four

of which can be either AM or FM;

in markets with 14 or fewer radio stations, ownership is limited to five commercial radio stations or no more

than 50% of the markets total, whichever is lower, and no more than three of which can be either AM or FM.

stations located in a market in which the Nielsen Audio ratings service provides ratings, the definition of radio market is based on the radio market to which BIA Kelsey reports assign the affected radio stations.

For stations that are

not in a Nielsen Audio market, the market definition is based on technical service areas.

The FCCs rules also provide that parties which own groups of radio stations that comply with the previous (contour based) multiple ownership rules, but

do not comply with the current limits, will be allowed to retain those groups on a grandfathered basis, but will not be allowed to transfer or assign those groups intact.

Under these rules, our ability to transfer or assign our radio

stations as a group to a single buyer in one of our current markets may be limited.

Radio Television Cross Ownership Rule.

The radio television cross ownership rule generally allows common ownership of:

(i) one or two television stations and up to six radio stations, or, in certain circumstances, one television station and up to seven radio stations, in any

market where at least 20 independent voices would remain after the combination;

(ii) two television stations and up to four radio stations in a market where at least 10 independent voices would remain after the combination;

and (iii) one

television and one radio station notwithstanding the number of independent voices in the market.

A voice generally includes independently owned, same market commercial and noncommercial broadcast television and radio stations, newspapers

of certain minimum circulation, and one cable system per market.

Newspaper Broadcast Cross Ownership Rule.

currently effective newspaper broadcast cross ownership rule, unless grandfathered or subject to waiver, no party can have an attributable interest in both a daily English language newspaper and either a television or radio station in the same

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 five of which can be either AM or FM;

in markets with 30 to 44 radio stations, ownership is limited to seven commercial radio stations, no more than four of which can be either AM or FM;

in markets with 15 to 29 radio stations, ownership is limited to six commercial radio stations, no more than four of which can be either AM or FM;

in markets with 14 or fewer radio stations, ownership is limited to five commercial radio stations or no more than 50% of the market’s total, whichever is lower, and no more than three of which can be either AM or FM.

For stations located in a market in which the Nielsen Audio ratings service provides ratings, the definition of “radio market” is based on the radio market to which BIA Kelsey reports assign the affected radio stations.

For stations that are not in a Nielsen Audio market, the market definition is based on technical service areas.

The FCC’s rules also provide that parties which own groups of radio stations that comply with the previous (contour based) multiple ownership rules, but do not comply with the current limits, will be allowed to retain those groups on a “grandfathered” basis, but will not be allowed to transfer or assign those groups intact.

Under these rules, our ability to transfer or assign our radio stations as a group to a single buyer in one of our current markets may be limited.

Ownership Attribution.

The FCC generally applies its ownership limits to attributable interests held by an

individual, corporation, partnership or other entity.

An attributable interest for purposes of the FCCs broadcast ownership rules generally includes:

(i) equity and debt interests which combined exceed 33% of a licensees

total assets, if the interest holder supplies more than 15% of the licensees total weekly programming, or has an attributable same-market media interest, whether television or radio;

(ii) a 5% or greater direct or indirect voting stock

interest, including certain interests held in trust, unless the holder is a qualified passive investor in which case the threshold is a 20% or greater voting stock interest;

(iii) any equity interest in a limited liability company or a

partnership, including a limited partnership, unless properly insulated from management activities;

The FCC generally applies its ownership limits to attributable interests held by an individual, corporation, partnership or other entity.

An “attributable” interest for purposes of the FCC’s broadcast ownership rules generally

(i) equity and debt interests which combined exceed 33% of a licensee’s total assets, if the interest holder supplies more than 15% of the licensee’s total weekly programming, or has an attributable same-market media interest, whether television or radio;

(ii) a 5% or greater direct or indirect voting stock interest, including certain interests held in trust, unless the holder is a qualified passive investor in which case the threshold is a 20% or greater voting stock interest;

(iii) any equity interest in a limited liability company or a partnership, including a limited partnership, unless properly “insulated” from management activities;

and (iv) any position as an officer or director of a licensee or its direct or indirect parent.

In addition, the interests of

minority shareholders in a corporation generally are not attributable if a single entity or individual controls 50% or more of that corporations voting stock.

In addition, the interests of minority shareholders in a corporation generally are not attributable if a single entity or individual controls 50% or more of that corporation’s voting stock.

Foreign Ownership Rules.

The Communications Act prohibits the issuance or holding of broadcast licenses by persons who are not

The Communications Act prohibits the issuance or holding of broadcast licenses by persons who are not U.S.

citizens, whom the FCC rules refer to as “aliens,” including any corporation organized under the laws of a foreign country or of which more than 20% of its capital stock is owned or voted by aliens.

In addition, the FCC may prohibit

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.

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 addition, the FCC may prohibit 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.

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 company’s 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 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 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.

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 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.

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 FCC’s 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 FCC’s 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 station’s advertising time per week will be considered to have an attributable ownership interest in the other radio station for purposes of the FCC’s 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

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.

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.

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.

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.

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 FCC’s 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.

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

In April 2021, the Supreme Court in a unanimous decision reinstated the FCC’s 2017 Reconsideration Order which resulted in the elimination of the newspaper-broadcast and radio television cross-ownership rules and

changes to the local television ownership rule.

In June 2021, the FCC’s Media Bureau issued an Order formally implementing the changes reflected in the November 2017 Reconsideration Order.

In December 2018, the FCC released a Notice of Proposed Rulemaking to launch its 2018 quadrennial review of multiple ownership rules.

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

Programming and Operations.

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.

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 station’s community of license.

Under the currently effective rules, a licensee is required to present programming that is responsive to issues of the radio station’s 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.

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;

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 FCC’s 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.

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 broadcaster’s community.

Content Licenses and Royalties.

We must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers) whenever we broadcast or stream musical compositions.

Copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations (“PROs”) to negotiate licenses with copyright users for the public performance of their compositions, collect royalties under such licenses and distribute them to copyright owners.

We have obtained public performance licenses from, and pay license fees to, the four major PROs in the U.S., which are the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc.

(“BMI”), SESAC LLC (“SESAC”) and Global Music Rights LLC (“GMR”).

There is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs.

To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies).

Under Federal statutory licenses, we are permitted to stream any lawfully released sound recordings and to make ephemeral reproductions of these recordings on our computer servers without having to separately negotiate and obtain direct licenses with each individual copyright owner as long as we operate in compliance with the rules of those statutory licenses and pay the applicable royalty rates to Sound Exchange, the organization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royalties under these statutory licenses.

From time to time, Sound Exchange notifies us that certain calendar years are subject to routine audits of our royalty payments.

The results of such audits could result in higher royalty payments for the subject years.

The rates at which we pay royalties to copyright owners are privately negotiated or set pursuant to a regulatory process.

Increased royalty rates could significantly increase our expenses, which could adversely affect our business 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, 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.

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:

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

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;

revisions to the FCC’s 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;

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

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

sports services;

proposals to require radio broadcasters to pay royalties to musicians and record labels for the performance of

music played on the stations;

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

proposals to limit the tax deductibility of or impose sales tax on advertising expenses by advertisers;

proposals to regulate or prohibit payments to stations by independent record promoters, record labels and others

for the inclusion of specific content in broadcast programming;

proposals in legislation to strengthen protections against online infringement of intellectual property that

would impose criminal penalties on content providers, including broadcasters, that fail to comply with legal requirements to file reports regarding internet streaming in a timely manner.

The FCC has also adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed for new or

major change applications that are mutually exclusive.

proposals to regulate or prohibit payments to stations by independent record promoters, record labels and others for the inclusion of specific content in broadcast programming;

proposals in legislation to strengthen protections against online infringement of intellectual property that would impose criminal penalties on content providers, including broadcasters, that fail to comply with legal requirements to file reports regarding internet streaming in a timely manner.

The FCC has also adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed for new or major change applications that are mutually exclusive.

Such procedures may limit our efforts to modify or expand the broadcast signals of our radio stations.

We cannot predict what other matters might be considered in the future by the FCC or Congress, nor can we judge in advance what impact, if

any, the implementation of any of these proposals or changes might have on our business.

We cannot predict what other matters might be considered in the future by the FCC or Congress, nor can we judge in advance what impact, if any, the implementation of any of these proposals or changes might have on our business.

Federal Antitrust Laws.

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.

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.

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.

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.

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

Our business is subject to privacy and data protection legislation and regulation.

We obtain information from users of our technology platforms, including, without limitation, our websites, web pages, applications, social media pages, and mobile applications (“Platforms”), in accordance with the privacy policies and terms of use posted on the applicable Platform.

We collect personally identifiable information directly from Platform users in several ways, including when a user registers to use our services, fills out a listener profile, posts comments, uses our social networking features, participates in polls and contests and signs up to receive email newsletters.

We use and share this information for a variety of business purposes, including for analytics, attribution and to manage and execute digital advertising campaigns in a variety of ways.

We are subject to several laws and regulations relating to consumer protection, information security, data protection and privacy.

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.

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.

Any failure on our part to comply with these laws may subject us to significant liabilities.

For example, the California Consumer Privacy Act (“CCPA”) establishes a new privacy framework that expands the definition of personal information, establishes new data privacy rights for consumers residing in the State of California, imposes special rules on the collection of consumer data from minors, creates new notice obligations and new limits on the sale of personal information, and creates a new and potentially severe statutory

damages framework for (i) violations of the CCPA and (ii) businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

Our websites are also subject to regulation relating to acquisition of personal information from children under the age of 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”).

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, 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

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.

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Our net revenues are typically lowest in the first calendar quarter of the year.

In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political

candidates, political parties and special interest groups.

In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups.

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

Human Capital Resources

February 8, 2021, we had a staff of 775 full-time employees and 360 part-time employees.

As of February 16, 2022, we had a staff of 811 full-time employees and 349 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.

Both agreements automatically renew for successive

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.

The initial term of the collective bargaining agreement expired on July 16, 2021 however, it automatically renews for successive

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.

Environmental

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

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

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

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.

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

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.

You may obtain through our 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