NASDAQ: BBGI
BEASLEY BROADCAST GROUP INCCIK 0001099160 · SIC 4832 · Radio Broadcasting
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 stations in the following markets: Augusta, GA,… About this business →
Every 8-K is open in full. Other 10-Ks and 10-Qs show a 3-bullet preview. A free account reads 3 more full reports a month. Generating a report requires a verified account.
Sign up freeWant to see a complete report first? Today's free report (UEC 10-K) is open in full — no account needed.
Summary not yet generated.
Summary not yet generated.
Partner
Trade BBGI commission-free
Open an account, get a free stock.
Investing involves risk. Free stock terms apply.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Latest financial statements
From 10-Q filed Aug 14, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Condensed Consolidated Statements of Net Income (Loss) (Unaudited)
| Description | Three months ended June 30, 2025 | Three months ended June 30, 2026 |
|---|---|---|
| Net revenue | 52,999,711 | 44,125,702 |
| Operating expenses: | ||
| Operating expenses (including stock-based compensation of $19,897 in 2025 and $8,315 in 2026 and excluding depreciation and amortization shown separately below) | 44,750,198 | 38,808,170 |
| Corporate expenses (including stock-based compensation of $56,712 in 2025 and $45,004 in 2026) | 3,769,243 | 2,360,974 |
| Depreciation and amortization | 1,589,014 | 1,624,983 |
| Total operating expenses | 50,108,455 | 42,794,127 |
| Operating income | 2,891,256 | 1,331,575 |
| Non-operating income (expense): | ||
| Interest expense | (3,294,772) | (1,487,741) |
| Gain on debt restructure | — | 91,785,121 |
| Gain on repurchase of long-term debt | 525,000 | — |
| Other income, net | 75,887 | 78,729 |
| Income before income taxes | 197,371 | 91,707,684 |
| Income tax expense | 283,990 | 7,299,839 |
| Net income (loss) before equity in earnings of unconsolidated affiliates | (86,619) | 84,407,845 |
| Equity in earnings of unconsolidated affiliates, net of tax | (67,556) | (114,415) |
| Net income (loss) per Class A and Class B common share: | (154,175) | 84,293,430 |
| Net income (loss) per Class A and Class B common share: | ||
| Basic | (0.09) | 46.47 |
| Diluted | (0.09) | 45.95 |
| Weighted-average shares outstanding: | ||
| Basic | 1,794,754 | 1,814,006 |
| Diluted | 1,794,754 | 1,834,274 |
Condensed Consolidated Balance Sheets (Unaudited)
| Description | December 31, 2025 | June 30, 2026 |
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | 9,936,783 | 6,697,591 |
| Accounts receivable, less allowance for credit losses of $2,396,893 in 2025 and $1,408,640 in 2026 | 45,468,661 | 37,700,739 |
| Prepaid expenses | 3,359,764 | 3,495,564 |
| Other current assets | 1,695,702 | 1,534,801 |
| Total current assets | 60,460,910 | 49,428,695 |
| Property and equipment, net | 43,101,321 | 40,247,303 |
| Operating lease right-of-use assets | 26,463,869 | 25,778,406 |
| FCC licenses | 154,711,200 | 154,711,200 |
| Other intangibles, net | 1,412,901 | 1,346,355 |
| Assets held for sale | 7,423,633 | — |
| Other assets | 5,714,142 | 8,084,796 |
| Total assets | 299,287,976 | 279,596,755 |
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
| Current liabilities: | ||
| Accounts payable | 25,832,681 | 14,191,971 |
| Operating lease liabilities | 6,972,790 | 7,111,062 |
| Other current liabilities | 24,630,287 | 18,996,087 |
| Current portion of long-term debt | 2,795,000 | — |
| Total current liabilities | 60,230,758 | 40,299,120 |
| Long-term debt | 235,287,353 | 144,818,041 |
| Operating lease liabilities | 25,635,355 | 24,855,681 |
| Deferred tax liabilities | 19,041,411 | 18,951,075 |
| Liabilities held for sale | 1,689,352 | — |
| Other long-term liabilities | 6,734,178 | 11,845,597 |
| Total liabilities | 348,618,407 | 240,769,514 |
| Commitments and contingencies | ||
| Stockholders' equity (deficit): | ||
| Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued | — | — |
| Class A common stock, $0.001 par value; 150,000,000 shares authorized; 1,172,194 issued and 972,143 outstanding in 2025; 1,223,878 issued and 1,019,614 outstanding in 2026 | 18,193 | 18,245 |
| Class B common stock, $0.001 par value; 75,000,000 shares authorized; 833,137 issued and outstanding in 2025 and 2026 | 16,662 | 16,662 |
| Additional paid-in capital | 156,797,847 | 157,537,497 |
| Treasury stock, Class A common stock; 200,051 shares in 2025; 204,264 shares in 2026 | (29,367,411) | (29,457,661) |
| Accumulated deficit | (177,394,073) | (89,885,853) |
| Accumulated other comprehensive income | 598,351 | 598,351 |
| Total stockholders' equity (deficit) | (49,330,431) | 38,827,241 |
| Total liabilities and stockholders' equity (deficit) | 299,287,976 | 279,596,755 |
Condensed Consolidated Statements of Cash Flows (Unaudited)
| Description | Six months ended June 30, 2025 | Six months ended June 30, 2026 |
|---|---|---|
| Cash flows from operating activities: | ||
| Net income (loss) | (2,843,996) | 87,508,220 |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
| Stock-based compensation | 175,228 | 104,107 |
| Provision for credit losses | 24,758 | 60,660 |
| Depreciation and amortization | 3,241,345 | 3,282,274 |
| Gain on dispositions | (1,698,228) | (12,461,477) |
| Amortization of debt issuance costs | — | 270,969 |
| Amortization of premium | (3,767,682) | (2,792,878) |
| Noncash gain on debt restructure | — | (99,672,660) |
| Gain on repurchase of long-term debt | (525,000) | — |
| Deferred income taxes | (1,296,269) | (90,336) |
| Equity in earnings of unconsolidated affiliates | 41,358 | 85,496 |
| Change in operating assets and liabilities: | ||
| Accounts receivable | 247,142 | 7,707,262 |
| Prepaid expenses | (2,116,123) | (135,800) |
| Other assets | (1,565,380) | (302,650) |
| Accounts payable | 4,991,505 | (11,640,710) |
| Other current liabilities | 4,825,927 | 7,299,097 |
| Other long-term liabilities | — | 5,111,419 |
| Other operating activities | (154,508) | 420,295 |
| Net cash used in operating activities | (419,923) | (15,246,712) |
| Cash flows from investing activities: | ||
| Capital expenditures | (1,373,338) | (1,454,453) |
| Proceeds from dispositions | 2,746,507 | 19,319,709 |
| Net cash provided by investing activities | 1,373,169 | 17,865,256 |
| Cash flows from financing activities: | ||
| Issuance of debt | — | 15,059,156 |
| Payments of debt | — | (18,752,526) |
| Payment of debt issuance costs | — | (2,709,711) |
| Repurchase of long-term debt | (975,000) | — |
| Issuance of common stock | — | 635,595 |
| Purchase of treasury stock | (27,042) | (90,250) |
| Net cash used in financing activities | (1,002,042) | (5,857,736) |
| Net decrease in cash and cash equivalents | (48,796) | (3,239,192) |
| Cash and cash equivalents at beginning of period | 13,772,720 | 9,936,783 |
| Cash and cash equivalents at end of period | 13,723,924 | 6,697,591 |
| Cash paid for interest | 6,628,990 | 2,304,088 |
| Cash paid for income taxes | 1,170,800 | 18,060 |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About BEASLEY BROADCAST GROUP INC
Source: Item 1 (Business) from the 10-K filed April 8, 2026. Description as filed by the company with the SEC.
ITEM 1. BUSINESS
Overview
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 stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster. Beasley Broadcast Group, Inc., a Delaware corporation, was formed in 1999. 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.
Strategy
We seek to secure and maintain a leadership position in the markets we serve by developing high quality local content, through our audio and digital platforms, including events and experiences in the communities we serve and, in turn, offer advertisers access to a highly effective marketing platform to reach large and targeted local audiences. We operate our stations in clusters to capture a variety of demographic listener groups, which we believe enhances our stations’ appeal to a wide range of advertisers. Current rules and regulations of the Federal Communications Commission (“FCC”) do not permit us to add more AM or FM stations to our Philadelphia, PA market cluster, or more FM stations to our Augusta, GA, Boston, MA, Charlotte, NC, Fayetteville, NC, and Las Vegas, NV market clusters.
Read full description ↓
The primary source of revenue for our stations is the sale of advertising time to local, regional and national advertisers and national network advertisers who purchase commercials in varying lengths. 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.
Competition
The radio broadcasting industry is highly competitive. Our stations compete for listeners and advertising revenue with other stations within their respective markets. In addition, our stations compete for audiences and advertising revenues with other media, including digital audio streaming, satellite radio, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, wireless media alternatives, cellular phones and other forms of audio entertainment and advertisement. Competition for advertising revenues also comes directly from competitors such as Amazon, Apple, Meta and Alphabet.
The following are some of the factors that we believe are important to a station’s competitive position: (i) audience ratings; (ii) program content; (iii) management experience; (iv) sales experience; (v) audience characteristics; and (vi) the number and characteristics of other stations and other advertising media in the market area. We attempt to improve our competitive position with promotional campaigns aimed at the demographic groups targeted by our 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 stations to reach underserved demographic groups and increase advertising revenue.
Federal Regulation of Radio Broadcasting
The radio broadcasting industry is subject to extensive and changing federal regulations administered by the FCC. Among other things, the FCC:
determines the particular frequencies, locations, operating powers and other technical parameters of radio stations;
issues, renews, revokes, conditions and modifies radio station licenses;
determines whether to approve changes in ownership or control of radio station licenses;
regulates equipment used by radio stations; and
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.
FCC Licenses. 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. 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 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 concluded in April 2022. All of our radio stations’ licenses were renewed for full eight-year terms. The next renewal cycle will begin in June 2027. The non-renewal, or renewal with substantial conditions or modifications, 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. 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.
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 primary 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. The FCC permits FM booster stations to originate content that is different from the programming on a primary station for up to three minutes per hour. Stations can set up specific areas or zones with a different booster for each zone to allow the boosters to provide geo-targeted content to specific portions of a station’s service area.
Several of our AM stations operate FM translators. Since translators are secondary to full power stations, it is possible that translators we operate could be displaced by full power stations. Full power stations may bring an interference complaint if they experience interference from a translator in an area that is inside the full power station’s 45 dBu contour.
Rules to allow AM stations to voluntarily convert to all-digital operations became effective in 2021.
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 LPFM 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. In December 2023, the FCC allowed applicants seeking to operate new LPFM stations to file applications, and has subsequently granted at least 635 of these applications.
Rules and Regulations Regarding Indecency and Sponsorship ID. 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 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 $508,373 per incident and $4,692,668 for any continuing violation arising from a single act or failure to act. Because the FCC may investigate indecency complaints prior to notifying a licensee of the existence of a complaint, a licensee may not have knowledge of a complaint unless and until the complaint results in the issuance of a formal FCC letter of inquiry or notice of apparent liability for forfeiture. The FCC has advised that it will continue to pursue enforcement actions in egregious cases. 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 February 2025, the FCC issued an Enforcement Advisory reminding radio broadcasters that manipulating airplay based on an artist's willingness to participate in station promotions or events is illegal unless stations broadcast appropriate sponsorship identification announcements. The FCC has adopted rules that require broadcast stations to disclose when foreign governmental entities have paid a station, directly or indirectly, to broadcast programming under a lease time agreement. Radio stations are required to take certain actions to determine if an entity leasing airtime from the station is covered by the new rules. Under rules that have been adopted but will not become effective until at least June 2026, licensees must obtain from entities that lease airtime on a station either a written certification using a certification template provided by the FCC or screenshots of certain governmental websites for foreign media outlets showing that the lessee is not listed on the websites. The FCC has clarified that the rules will apply not only to leases of programming time, but also to issue advertisements and paid public service announcements.
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:
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; and
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 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 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; and
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 FCC’s broadcast ownership rules generally includes: (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 corporation’s voting stock.
Foreign Ownership Rules. 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. The FCC reviews 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. Entities seeking such review are required to request the FCC to issue a declaratory ruling permitting the proposed foreign ownership. In acting upon such requests, 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 FCC’s 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 request to increase its equity and/or voting interest in a parent entity at a future time up to 49.9 percent. The FCC has 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 (the "Board") 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 the 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 or FM-FM, either through common ownership of the two radio stations or through a time brokerage agreement, were eliminated in October 2020. In June 2024, the FCC reinstated the rule in response to requests for reconsideration filed by several parties.
Quadrennial Review of Ownership Rules. The FCC is required to review quadrennially the media ownership rules and determine if the rules remain necessary in the public interest as a result of competition. After a protracted legal battle, the FCC's 2017 elimination of the newspaper-broadcast and radio-television cross-ownership rules, and certain changes to the local television ownership rule became effective in June 2021. In December 2023, the FCC issued an Order in the 2018 quadrennial review concluding that no significant changes to any of the multiple ownership rules were necessary. The Order made permanent the contour overlap method used to evaluate the number of radio stations in areas that are outside Nielsen rated markets. Several broadcasters, including the Company, filed an appeal of the FCC’s Order. In July 2025, a federal court overturned certain parts of the FCC’s regulation of television ownership but left the Local Radio Ownership Rule intact. In September 2025, the FCC released a Notice of Proposed Rulemaking in the 2022 quadrennial review seeking updated public comment on the FCC’s broadcast ownership rules, including the Local Radio Ownership Rule, and whether the FCC should modify or eliminate the rules in response to changes and competition in the media marketplace. We have filed comments recommending that the Local Radio Ownership rule be eliminated.
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 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. All of our radio stations are required to maintain their public inspection files online on an FCC maintained website. This means that the materials in these stations’ public files are 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 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 FCC permits 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.
Removal of AM Radio Receivers by Car Manufacturers. In 2023, several automobile manufacturers announced plans to remove AM radio receivers from certain new vehicles. Following these announcements, legislation known as the AM for Every Vehicle Act was introduced in Congress. The legislation proposed that the Department of Transportation complete a rulemaking proceeding within one year to mandate that AM receivers be included as a standard feature in all cars sold in the United States. Although the legislation received bipartisan support, it was not passed prior to the conclusion of the 118th Congress in December 2024. The same legislation has been reintroduced in the 119th Congress and is pending. The removal of AM receivers by automobile manufacturers could affect the operation and profitability of our AM radio stations.
Proposed and Recent Changes. Congress, the FCC and other federal agencies are considering, or may in the future consider and adopt new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership and profitability of our radio stations, including the loss of audience share and advertising revenues for our radio stations, and an inability to acquire additional radio stations or to finance those acquisitions. Such matters may include:
changes in the FCC’s multiple ownership rules and attribution policies;
regulatory fees, spectrum use fees or other fees on FCC licenses;
changes in laws with respect to foreign ownership of broadcast licenses;
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 the radio;
proposals to restrict or prohibit the advertising of online casinos, online sports betting services and fantasy sports services and prescription drugs;
proposals to require radio broadcasters to pay royalties to musicians and record labels for the performance of music played on the stations;
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; and
proposals regarding the use or restrictions on use of artificial intelligence ("AI"), including the requirement for radio broadcasters to disclose on-air and in their public files when a political advertisement contains AI-generated content.
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.
Federal Antitrust Laws. The agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission (“FTC”) or the Department of Justice, may investigate certain acquisitions. In December 2023, they jointly issued revised federal merger guidelines, which may result in more mergers being subject to review. The Department of Justice and the FTC have reviewed numerous potential radio acquisitions where an operator proposed to acquire an additional station in its existing markets or multiple stations in new markets, and has challenged a number of such transactions. Some of these challenges have resulted in consent decrees requiring the sale of certain stations. We cannot predict the outcome of any specific FTC or Department of Justice investigation or how the revised merger guidelines will impact radio industry mergers and acquisitions. Any decision by the FTC or the Department of Justice to challenge a proposed acquisition could affect our ability to consummate the acquisition or to consummate it on the proposed terms.
For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976 requires the parties to file Notification and Report Forms concerning antitrust issues with the FTC and the Department of Justice and to observe specified waiting period requirements before consummating the acquisition. In October 2024, the FTC finalized significant updates to the HSR guidelines that increase the amount and types of information that must be reported.
Regulation of the Internet
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”). Additional federal, state, and territorial laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, product and service endorsements, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.
HD Radio
The FCC allows AM and FM radio stations to use In-Band On-Channel technology for digital operations. The technology is also known as “HD Radio.” The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality, the ability to broadcast additional channels, and the ability to offer a greater variety of auxiliary services. We currently utilize HD Radio digital technology on most of our stations. In September 2024, the FCC adopted an Order modifying certain rules applicable to HD radio operations that will improve digital FM signal quality and coverage while minimizing harmful interference to adjacent-channel stations and will permit licensees to implement changes through a notification procedure.
Seasonality
Seasonal revenue fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in advertising expenditures. Our net revenues are typically lowest in the first quarter and generally higher in the second and fourth quarters 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. This political spending typically is heaviest during the fourth quarter of such years.
Human Capital Resources
As of April 1, 2026, we had a staff of 460 full-time employees and 244 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 60 days prior to a 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 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.
Available Information
Our internet address is www.bbgi.com. 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, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.