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Item 7. Management’s Discussion and Analysis

2025-03-26 compared with 2024-02-16 · 95 added, 122 removed, 247 unchanged (47% of the section changed)

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We own and operate stations in the following markets:

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

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

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

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and its subsidiaries.

Reverse Stock Split

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

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

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

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

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

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

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

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

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

Cautionary Note Regarding Forward-Looking Statements

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Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:

• the Company's ability to comply with the continued listing standards of the Nasdaq Global Market;

• risks from social and natural catastrophic events;

• ability to comply with the continued listing standards of Nasdaq, continued listing on Nasdaq or make periodic filings with the SEC;

• risks from health epidemics, natural disasters, terrorism, and other catastrophic events;

• adverse effects of inflation;

• external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations;

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• audience acceptance of the Company’s content, particularly its audio programs;

• the ability of the Company to respond to changes in technology, standards and services that affect the audio industry;

• the ability of the Company to adapt or respond to changes in technology, standards and services that affect the audio industry;

• the Company’s dependence on federally issued licenses subject to extensive federal regulation;

• actions by the FCC or new legislation affecting the audio industry;

• increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;

• increases in royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;

• the Company’s dependence on selected market clusters of stations for a material portion of its net revenue;

• credit risk on the Company’s accounts receivable;

• the risk that the Company’s FCC licenses and/or goodwill could become impaired;

• the risk that the Company’s FCC licenses could become impaired;

• the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends;

• the potential effects of hurricanes on the Company’s corporate offices and stations;

• the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s corporate offices and stations;

• the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming;

• disruptions or security breaches of the Company’s information technology infrastructure and information systems;

• the loss of key personnel;

• the Company’s ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and their impact on the Company’s financial condition and results of operations;

• modifications or interruptions of the Company’s information technology infrastructure and information systems;

• the loss of key executives and other key employees;

• the Company’s ability to identify, consummate and integrate acquired businesses and station;

• the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company;

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We continually evaluate our ability to collect our accounts receivable.

We determine the allowance for credit losses based on historical information, relative improvements or deteriorations in the age of the accounts receivable and changes in current economic conditions and reasonable and supportable forecasts of future economic conditions.

We determine the allowance for credit losses based on historical information, relative improvements or deteriorations in the age of the accounts receivable changes in current economic conditions and reasonable and supportable forecasts of future economic conditions.

This ongoing evaluation requires management judgment, and if we had made different assumptions about these factors, the allowance for credit losses could have been materially different.

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We are required to test our FCC licenses for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses might be impaired.

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

We assess qualitative factors to determine whether it is more likely

than not that our FCC licenses might be impaired.

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

In 2023, we performed the quantitative impairment test for our FCC licenses in all markets.

The quantitative impairment test compares the fair value of our FCC licenses with their carrying amounts.

In 2024, we elected to perform the quantitative impairment test for our FCC licenses in all markets.

The quantitative impairment test, performed as of November 30, 2024, compared the fair value of our FCC licenses with their carrying amounts.

If the carrying amounts of the FCC licenses exceed their fair value, an impairment loss is recognized in an amount equal to that excess.

For the purpose of testing our FCC licenses for impairment, we combine our FCC licenses into reporting units based on our market clusters.

Due to an increase in interest rates in the U.S.

economy and a decrease in projected revenues, we tested our FCC licenses for impairment during the third quarter of 2023.

As a result of the quantitative impairment test performed as of September 30, 2023, we recorded impairment losses of $78.2 million related to the FCC licenses in each of our market clusters.

The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S.

economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair value of our FCC licenses.

The fair values of the FCC licenses in each of our market clusters were estimated using an income approach.

The income approach is based upon discounted cash flow analyses incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio station operating income margins, and a discount rate appropriate for the audio industry.

The key assumptions used in the discounted cash flow analyses are as follows:

Revenue growth rates

(1.2)% - 1.8%

Market revenue shares at maturity

Operating income margins at maturity

19.7% - 30.4%

Discount rate

We performed the annual quantitative impairment test for our FCC licenses in all markets during the fourth quarter of 2023.

As a result of the quantitative impairment test performed as of November 30, 2023, we recorded impairment losses of $1.0 million related to the FCC licenses in our Augusta, GA, Fort Myers-Naples, FL, and Middlesex-Monmouth-Morristown, NJ market clusters.

The impairment losses were primarily due to a decrease in projected revenue in these markets.

The fair values of our FCC licenses were estimated using an income approach.

The income approach is based upon discounted cash flow analyses for the next ten years incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio station operating income margins, and a discount rate appropriate for the audio industry.

The key assumptions used in the discounted cash flow analyses are as follows:

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Tampa-Saint Petersburg, FL

As of December 31, 2023, goodwill with an aggregate carrying amount of $0.9 million represented 0.2% of our total assets.

We are required to test our goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our goodwill might be impaired.

We assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for each reporting unit.

If the quantitative assessment is necessary, we will determine the fair value of each reporting unit.

If the fair value of any reporting unit is less than the carrying amount, we will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value.

The loss recognized will not exceed the total amount of goodwill allocated to the reporting unit.

For the purpose of testing our goodwill for impairment, we have identified our market clusters as our reporting units.

Due to an increase in interest rates in the U.S.

economy and a decrease in projected revenues, we tested our goodwill for impairment during the third quarter of 2023.

As a result of the quantitative impairment test performed as of September 30, 2023, we recorded an impairment loss of $10.6 million related to the goodwill in our Philadelphia, PA market cluster.

The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S.

economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of our goodwill.

The fair value of the goodwill in our Philadelphia, PA market cluster was estimated using an income approach.

The key assumptions used in the discounted cash flow analyses are as follows:

Revenue growth rates

(9.3)% - 1.4%

Operating income margins

Discount rate

We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our FCC licenses and goodwill, however, these estimates and assumptions are highly judgmental in nature.

As a result of the quantitative impairment test performed as of November 30, 2024, we did not record any impairment losses related to the FCC licenses in each of our reporting units.

We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our FCC licenses;

however, these estimates and assumptions are highly judgmental in nature.

Actual results can be materially different from estimates and assumptions.

If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the estimated fair value of our indefinite-lived intangible assets below the amounts reflected on our balance sheets, we may recognize future impairment charges, the amount of which may be material.

For example, as of November 30.

2023, if the discount rate used in our discounted cash flow analyses was increased to 10.5% without any additional changes to the other assumptions used in the discounted cash flow analyses, we would have recorded additional impairment losses of $20.4 million related to the FCC licenses in each of our market clusters.

For example, as of November 30, 2024, if the discount rate used in our discounted cash flow analyses was increased to 9.5% without any additional changes to the other assumptions used in the discounted cash flow analyses, we would have recorded additional impairment losses of $2.5 million related to our FCC licenses.

We are required to determine whether a contract is or contains a lease at inception.

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Goodwill impairment losses

Other impairment losses

Gain on exchange

Extinguishment of franchise fee

Interest expense

Debt issuance expenses

Gain on sale of investment

Gain on repurchases of long-term debt

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Net revenue decreased $6.8 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Audio revenue decreased $13.6 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to a decrease in agency revenue including political advertising.

Audio revenue decreased $5.9 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to a decrease in local agency revenue and the disposition of WJBR-FM in Wilmington, DE in October 2023, partially offset by an increase in political advertising for the 2024 elections.

Digital revenue increased $1.3 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to continued growth in the digital segment.

Other revenue decreased $2.2 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, due to the termination of our esports operations in December 2023.

Operating Expenses.

Operating expenses decreased $6.5 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023.

Audio operating expenses decreased $9.4 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to continued expense management in the audio segment.

Digital operating expenses increased $4.4 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to continued investment in the digital segment.

Audio operating expenses decreased $3.0 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the disposition of WJBR-FM in Wilmington, DE in October 2023 and a decrease in compensation expense due to workforce reductions partially offset by severance expenses.

Digital operating expenses during the year ended December 31, 2024 were comparable to the year ended December 31, 2023.

Other operating expenses decreased $3.8 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, due to the termination of our esports operations in December 2023.

Corporate Expenses.

Corporate expenses during the year ended December 31, 2023 were comparable to the year ended December 31, 2022.

Corporate expenses decreased $1.0 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase in digital expenses allocated to operating expenses, partially offset by an increase in compensation primarily due to severance expenses and contract service expenses.

FCC Licenses Impairment Losses.

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As a result of entering into the agreement, we recorded an impairment loss of $10.0 million related to the FCC license during the second quarter of 2023.

As a result of our annual quantitative impairment test performed during the fourth quarter of 2022, we recorded impairment losses of $19.2 million related to the FCC licenses in our Boston, MA, Charlotte, NC, Fort Myers-Naples, FL, Middlesex-Monmouth-Morristown, NJ, and Wilmington, DE market clusters.

The impairment losses were primarily due to a decrease in projected revenue in these markets.

Due to an increase in interest rates in the U.S.

economy, we tested our FCC licenses for impairment during the second quarter of 2022.

As a result of the quantitative impairment tests, we recorded impairment losses of $2.8 million related to the FCC licenses in our Fort Myers-Naples, FL, Las Vegas, NV, and Wilmington, DE market clusters.

The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of FCC licenses due to certain risks associated with the U.S.

On April 1, 2022, we completed the sale of substantially all of the assets used in the operations of WWNN-AM in West Palm Beach-Boca Raton, FL to a third party for $1.25 million in cash.

As a result of the sale, we recorded an impairment loss of $1.9 million related to the FCC license during the first quarter of 2022.

Goodwill Impairment Losses.

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The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S.

economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analysis to estimate the fair value of goodwill.

As a result of our annual quantitative impairment test performed during the fourth quarter of 2022, we recorded an impairment loss of $8.9 million related to the goodwill in our Boston, MA market cluster and an impairment loss of $1.5 million related to

goodwill in the esports segment.

The impairment losses were primarily due to a decrease in projected revenue in the Boston, MA market and the esports segment.

Due to an increase in interest rates in the U.S.

economy, we tested our goodwill for impairment during the second quarter of 2022.

As a result of the quantitative impairment test, we recorded impairment losses of $5.9 million related to the goodwill in our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, and Tampa-Saint Petersburg, FL market clusters.

The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of goodwill due to certain risks associated with the U.S.

Other Impairment Losses.

We also performed a quantitative impairment test for our franchise rights in the esports segment during the fourth quarter of 2022.

As a result of the test, we recorded an impairment loss of $12.8 million primarily due to a decrease in projected revenue in the esports segment.

Gain on Exchange.

On December 22, 2022, we completed an asset exchange with Audacy Nevada, LLC, pursuant to which we agreed to exchange all of the assets used or useful in the operations of KDWN-AM in Las Vegas, NV for all of the assets used or useful in the operations of KXTE-FM in Las Vegas, NV.

As a result of the exchange, we recorded a gain on exchange of $3.4 million in 2022.

economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of goodwill.

Extinguishment of Franchise Fee.

Due to the termination of the esports league, the remaining $6.0 million franchise fee payable to the esports league was forgiven during the fourth quarter of 2023.

Interest Expense.

Interest expense decreased $5.4 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023 due to repurchases of the Existing Notes throughout 2023 and a debt restructuring in October 2024.

Debt Issuance Expenses.

In October 2024, we completed a debt restructuring and as a result of the restructuring, we incurred $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring.

Gain on Sale of Investment.

On March 8, 2024, we received $6.0 million related to the sale of an investment in Broadcast Music, Inc.

and recorded a gain of $6.0 million.

Gain on Repurchases of Long-Term Debt.

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In the second quarter of 2023, we purchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the purchase.

In the third quarter of 2022, we purchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 77% of the principal amount and recorded an aggregate gain of $1.0 million as a result of the purchases.

In the second quarter of 2022, we purchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 96% of the principal amount and recorded an aggregate gain of $0.1 million as a result of the purchases.

Income Tax Benefit.

Our effective tax rate was approximately (30)% and (24)% for the year ended December 31, 2022 and 2023, respectively.

Our effective tax rate was approximately (24)% and (18)% for the years ended December 31, 2023 and 2024, respectively.

These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain non-taxable income, and certain expenses that are not deductible for tax purposes.

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We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

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

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

In addition, as discussed in “Secured Notes” below, the Indenture governing our Notes limits our ability to pay dividends.

Secured Notes.

On February 2, 2021, we issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 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.

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.

On February 2, 2021, we issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Existing Notes”) under an indenture dated February 2, 2021 (the “Existing Notes Indenture”).

Interest on the Existing 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.

The Existing 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 in full our previously outstanding credit facility, to repay a previously outstanding promissory note and loan from George Beasley and to pay 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;

In the fourth quarter of 2023, we repurchased $20.0 million aggregate principal amount of the Existing Notes for an aggregate price equal to 65% of the principal amount and recorded an aggregate gain of $6.8 million as a result of the repurchases.

In the second quarter of 2023, the Company repurchased $3.0 million principal amount of the Existing Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the repurchase.

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, and certain other of the Company’s subsidiaries, completed:

(i) the exchange (the “Exchange Offer”) of $194.7 million aggregate principal amount of the Existing Notes (representing 72.9% of the aggregate principal amount outstanding of the Existing Notes) for (a) $184.9 million aggregate principal amount of the Issuer’s newly issued 9.200% Senior Secured Second Lien Notes due August 1, 2028 (the “Exchange Notes”) at an exchange ratio of 95.0% of the aggregate principal amount of the Existing Notes tendered for exchange, (b) 179,383 shares of our Class A Common Stock, based upon pro rata ownership of the Exchange Notes issued by the Issuer, and (c) certain cash payments aggregating approximately $1.7 million, (ii) the purchase of $68.0 million aggregate principal amount of the Existing Notes at a purchase price of 62.5% plus accrued and unpaid interest (such offer, the “Tender Offer”) and (iii) the issuance by the Issuer of $30.9 million aggregate principal amount of 11.000% Senior Secured First Lien notes due 2028 (the “New Notes,” and such offering, the “New Notes Offer”) to holders of Existing Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the New Notes not otherwise subscribed for.

The Company received requisite consents from holders of Existing Notes to (a) adopt certain amendments (the “Proposed Amendments”) to the Existing Notes Indenture and the related security documents and (b) execute a supplemental indenture (the “Supplemental Indenture”) to the Existing Notes Indenture and each relevant ancillary document effecting the Proposed Amendments.

The Company used the proceeds from the New Notes Offer of $30.0 million to fund, in part, the purchase of Existing Notes tendered in the Tender Offer.

On the Settlement Date, the Issuer entered into (i) a new indenture (the “New Notes Indenture”) governing its New Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens and (ii) a new indenture (the “Exchange Notes Indenture”) governing its Exchange Notes, which are fully and unconditionally secured by liens on the Collateral on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Exchange Notes Indenture and New Notes Indenture.

On the Settlement Date, the Issuer also entered into a Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Existing Notes Indenture.

The New Notes Indenture and the Exchange Notes Indenture contain 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;

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consolidate, merge, sell or

otherwise dispose of all or substantially all of our assets;

otherwise dispose of all or substantially all of its assets;

enter into transactions with affiliates;

prepay certain kinds of indebtedness;

and issue or sell stock of our subsidiaries.

In the fourth quarter of 2023, we repurchased $20.0 million aggregate principal amount of the Notes for an aggregate price equal to 65% of the principal amount and recorded an aggregate gain of $6.8 million as a result of the repurchases.

In the second quarter of 2023, we repurchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the repurchase.

From time to time, we repurchase sufficient shares of our common stock to fund withholding taxes in connection with the vesting of restricted stock units.

We paid approximately $84,000 to repurchase 87,873 shares during the year ended December 31, 2023.

From time to time, we may seek to repurchase, redeem or otherwise retire our Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise.

and issue or sell stock of its subsidiaries.

Due to the combination of the insufficiency of the Company’s then current project cash flows to service the debt to maturity absent a refinancing, broader challenges faced by all companies in the radio broadcasting industry, and the concessions granted by the holders of the Existing Notes (as described above), the carrying amount of the debt was first reduced by the fair value of the shares of Class A Common Stock of the Company issued to holders of the Existing Notes who participated in the Exchange Offer of $2.2 million.

As the aggregate undiscounted future principal and interest payments under the Exchange Notes and New Notes were greater than the resulting net carrying amount of the Existing Notes at the time of the debt restructuring, the carrying amount of the debt was not further adjusted and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt.

The Company capitalized approximately $2.6 million in fees paid to the lenders in connection with the debt restructuring, consisting of certain cash payments made to holders of Existing Notes who participated in the Exchange Offer and a 3.0% participation premium paid to the holders of Existing Notes who participated in the New Notes Offer.

The Company incurred approximately $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which were expensed.

From time to time, we repurchase sufficient shares of our Class A Common Stock to fund withholding taxes in connection with the vesting of restricted stock units.

We paid $0.1 million to repurchase 7,618 shares during the year ended December 31, 2024.

From time to time, we may seek to repurchase, redeem or otherwise retire our Existing Notes, New Notes and Exchange Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise.

Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors.

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• internally generated cash flow;

• additional borrowings or notes offerings, to the extent permitted under the Indenture governing our Notes;

• additional borrowings or notes offerings, to the extent permitted under the Existing Notes Indenture, New Notes Indenture and Exchange Notes Indenture;

• additional equity offerings.

We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next twelve months and thereafter.

However, poor financial results or unanticipated expenses could give rise to default under the Notes, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect, and we may not secure financing when needed or on acceptable terms.

We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next 12 months and thereafter.

However, poor financial results or unanticipated expenses could give rise to default under the Existing Notes Indenture, New Notes Indenture and Exchange Notes Indenture, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect, and we may not secure financing when needed or on acceptable terms.

Off-Balance Sheet Arrangements.

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Year ended December 31,

Net cash provided by (used in) operating activities

Net cash provided by (used in) investing activities

Net cash used in operating activities

Net cash provided by investing activities

Net cash used in financing activities

Net decrease in cash and cash equivalents

Net Cash Provided By (Used In) Operating Activities.

Net cash used in operating activities was $4.7 million during the year ended December 31, 2023, as compared to net cash provided by operating activities of $11.1 million during the year ended December 31, 2022.

Significant factors affecting the $15.8 million decrease in net cash used in operating activities included a $13.9 million increase in cash paid for operating expenses and a $3.3 million decrease in cash receipts from revenue.

Net Cash Provided By (Used In) Investing Activities.

Net cash provided by investing activities during the year ended December 31, 2023 included proceeds of $11.1 million from two station dispositions and a termination payment from the esports league, partially offset by $4.2 million for capital expenditures.

Net cash used in investing activities for the year ended December 31, 2022 included payments of $13.4 million for capital expenditures and a payment of $2.0 million for the acquisition of Guarantee, partially offset by proceeds of $1.2 million from a station disposition.

Net Cash Used In Operating Activities.

Net cash used in operating activities was $3.7 million during the year ended December 31, 2024, as compared to net cash used in operating activities of $4.7 million during the year ended December 31, 2023.

Significant factors affecting the $1.0 million decrease in net cash used in operating activities included a $11.3 million decrease in cash paid for operating expenses, partially offset by a $7.2 million decrease in cash receipts from revenue, a $1.7 million increase in interest payments and a $1.6 million increase in income tax payments.

Net Cash Provided By Investing Activities.

Net cash provided by investing activities was $4.3 million during the year ended December 31, 2024, as compared to net cash provided by investing activities of $6.9 million during the year ended December 31, 2023.

Net cash provided by investing activities during the year ended December 31, 2024 included proceeds of $6.0 million from the sale of an investment, and proceeds of $1.3 million from property and equipment dispositions, partially offset by $3.0 million for capital expenditures.

Net cash provided by investing activities for the same period in 2023 included proceeds of $11.1 million from two station dispositions and a termination payment from the esports league, partially offset by $4.2 million for capital expenditures.

Net Cash Used In Financing Activities.

Net cash used in financing activities during the year ended December 31, 2023 included Notes purchases of $14.9 million.

Net cash used in financing activities for the year ended December 31, 2022 included Notes purchases of $8.7 million.

Net cash used in financing activities was $13.6 million during the year ended December 31, 2024, as compared to net cash used in financing activities of $15.0 million during the year ended December 31, 2023.

Net cash used in financing activities during the year ended December 31, 2024 included Existing Notes repurchases of $42.5 million and payment of debt issuance expenses of $1.7 million, partially offset by debt issuance of $30.0 million and common stock issuance of $0.7 million.

Net cash used in financing activities for the same period in 2023 included Existing Notes repurchases of $14.9 million.

Related Party Transactions

12 unchanged sentences

Beasley Family Towers, LLC

We leased towers for 19 stations in various markets from Beasley Family Towers, LLC (“BFT”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G.

We leased a tower for one station in Atlanta, GA from Beasley Family Towers, LLC (“BFT”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G.

Beasley, Brian E.

2 unchanged sentences

Beasley and other members of the Beasley family.

During the fourth quarter of 2023, BFT sold 18 of the towers to an unrelated third party.

As a result, the leases are no longer considered related party transactions.

The remaining lease agreement for the tower that is still owned by BFT expires on January 31, 2026.

Rental expense was $0.8 million for the year ended December 31, 2023.

During the second quarter of 2024, the lease agreement was terminated.

Rental expense was approximately $16,000 for the year ended December 31, 2024.

We lease office space for our stations in Fayetteville, NC from BFT.

1 unchanged sentence

Rental expense was $0.1 million for the year ended December 31, 2024.

On October 8, 2024, we entered into a common stock purchase agreement for the issuance and sale of 56,864 shares of Class A Common Stock of Beasley Broadcast Group, Inc.

to Beasley Family Towers, LLC at an offering price of approximately $12.31 per share, for gross proceeds of $700,000.

We used the proceeds to fund a portion of the cash payment made to the exchanging holders in the Exchange Offer, and for other corporate purposes.

On December 25, 2024, the 12-month silent period for WAEC-AM in Atlanta, GA expired, and the FCC license was terminated.

We sold the remaining transmitter equipment to Beasley Family Towers, LLC for $0.1 million.

GGB Augusta, LLC

9 unchanged sentences

Wintersrun Communications, LLC

We leased a tower for one station in Charlotte, NC from Wintersrun Communications, LLC ("Wintersrun"), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G.

Beasley, Brian E.

Beasley and other members of the Beasley family and partially owned directly by Bruce G.

Beasley and Brian E.

During the fourth quarter of 2023, Wintersrun sold the tower to an unrelated third party.

As a result, the lease is no longer considered a related party transaction.

Rental expense was $0.1 million for the year ended December 31, 2023.

We lease a tower for one station in Augusta, GA from Wintersrun.

6 unchanged sentences

In May 2022, we provided a $250,000 loan to Interactive Life, Inc.

that accrues interest at 8.625% per annum with no cash payments due until the loan’s maturity in May 2024.

that accrues interest at 8.625% per annum until the loan’s maturity in May 2025.

Interactive Life, Inc.

9 unchanged sentences

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 7. Management’s Discussion and Analysis