What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-26 compared with 2024-02-16 · 143 added, 203 removed, 671 unchanged (34% of the section changed)

33 unchanged sentences

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

FCC Licenses Impairment Assessment – Radio Reporting Units

As disclosed in Note 5 to the consolidated financial statements, the Company’s consolidated FCC licenses balance was $392.3 million as of December 31, 2024.

During the year ended December 31, 2023, the Company recorded impairment on FCC licenses of $89.2 million.

Management performs an annual impairment test during the fourth quarter of each year,

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2024 and did not record any impairment losses related to the FCC licenses

Independent Member Crowe Global

or more frequently when it is determined that events and circumstances indicate that it is more likely than not that FCC licenses are impaired, which includes a qualitative assessment.

During 2023, management determined that is was more likely than not based on the qualitative assessment that FCC licenses were impaired and performed a quantitative assessment for all radio reporting units.

in each of its reporting units during the year ended December 31, 2024.

Management performs an annual impairment test during the fourth quarter of each year, or more frequently when it is determined that events and circumstances indicate that it is more likely than not that FCC licenses are impaired, which includes a qualitative assessment.

FCC licenses are assessed for impairment at the market cluster level.

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We have served as the Company’s auditor since 2006.

Fort Lauderdale, Florida

February 16, 2024

Los Angeles, California

March 26, 2025

BEASLEY BROADCAST GROUP, INC.

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Operating lease right-of-use assets

Finance lease right-of-use assets

Other intangibles, net

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Due to related parties

Long-term debt, net of unamortized debt issuance costs

Long-term debt

Operating lease liabilities

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Total liabilities and stockholders' equity

(1) The shares of Class A and Class B Common Stock have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

See Not e 21 fo r additional information.

See accompanying notes to consolidated financial statements

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Goodwill impairment losses

Other impairment losses

Gain on exchange

Extinguishment of franchise fee

Total operating expenses

Operating loss

Operating income (loss)

Non-operating income (expense):

Interest expense

Debt issuance expenses

Gain on sale of investment

Gain on repurchases of long-term debt

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Unrecognized actuarial gain (loss) on postretirement plan (net of income

tax expense of $ 542,438 in 2022 and income tax benefit of $ 52,260 in 2023)

tax benefit of $ 52,260 in 2023 and income tax expense of $ 142,846 in 2024)

Comprehensive loss

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Basic and diluted

(1) The shares of Class A and Class B Common Stock have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

See N ote 21 for additional information.

See accompanying notes to consolidated financial statements

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Purchase of treasury stock

Other comprehensive gain

Other comprehensive loss

Balances as of December 31, 2023

Issuance of common stock

Stock-based compensation

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Purchase of treasury stock

Other comprehensive loss

Other comprehensive gain

Balances as of December 31, 2024

(1) The shares of Class A and Class B Common Stock have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

See Note 21 for additional information.

See accompanying notes to consolidated financial statements

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Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

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FCC licenses impairment losses

FCC licenses termination losses

Goodwill impairment losses

Other impairment losses

Gain on exchange

Gain on dispositions

Gain on sale of investment

Extinguishment of franchise fee

Amortization of loan fees

Amortization of premium and debt issuance costs

Gain on repurchases of long-term debt

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Other operating activities

Net cash provided by (used in) operating activities

Net cash used in operating activities

Cash flows from investing activities:

Payment for acquisition

Capital expenditures

Proceeds from dispositions

Net cash provided by (used in) investing activities

Proceeds from sale of investment

Net cash provided by investing activities

Cash flows from financing activities:

Repurchase of long-term debt

Reduction of finance lease liabilities

Issuance of debt, net of issuance costs

Repurchases of long-term debt

Payment of debt issuance expenses

Issuance of common stock

Purchase of treasury stock

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The Company owns and operates 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.

(2) Summary of Significant Accounting Policies

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Actual results and outcomes may differ from management’s estimates and assumptions.

Reclassifications

Certain amounts previously reported in the 2022 financial statements have been reclassified to conform to the 2023 presentation.

Cash and Cash Equivalents

C ash and Cash Equivalents

All short-term investments with an original maturity of three months or less are considered to be cash equivalents.

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Other Intangibles

Other intangibles include advertiser relationships, franchise rights and a trade name with finite lives that are amortized over their respective estimated useful lives.

Other intangibles include advertiser relationships with finite lives that are amortized over their respective estimated useful lives.

If an event or change in circumstances were to indicate that the carrying amount of any other intangibles is not recoverable, the carrying amount will be reduced to the estimated fair value.

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The carrying amount of the investment in QUU was $ 1.8 million and $ 1.9 million as of December 31, 2023 and 2024 , respectively.

Debt Issuance Costs

Debt issuance costs are capitalized and amortized over the life of the related debt as interest expense on a straight-line basis which approximates the effective interest method.

Unamortized debt issuance costs are reported as a direct deduction from the carrying amount of the related debt.

Debt Issuance Costs and Debt Premiums or Discount

Debt issuance costs and debt premiums or discounts are capitalized and amortized over the life of the related debt as interest expense on a straight-line basis, which approximates the effective interest method.

Unamortized debt issuance costs and debt premiums or discounts are reported as a direct deduction from or increase to the carrying amount of the related debt.

The Company determines whether a contract is or contains a lease at inception.

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The Company currently operates two operating and reportable segments (Audio and Digital).

The Company also operated an esports segment in 2022 and from January 1, 2023 to December 13, 2023.

The Company also operated an esports segment from January 1, 2023 to December 13, 2023.

The identification of segments is consistent with how the segments report to and are managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker).

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Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which requires additional disclosures for the Company's reportable segments, primarily related to significant segment expenses.

In November 2024, the Financial Accounting Standards Board ("FASB") issued guidance that requires entities to disclose, in the notes to financial statements, specified information about certain costs and expenses including the amounts of (a) purchases of inventory;

(b) employee compensation;

(d) intangible asset amortization;

and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Additionally, entities will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently in the process of reviewing the new guidance.

In December 2023, the FASB issued guidance, which requires additional disclosures primarily related to the Company's income tax rate reconciliation and income taxes paid.

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied prospectively.

The Company is currently in the process of reviewing the new guidance.

In November 2023, the FASB issued guidance which requires additional disclosures for the Company's reportable segments, primarily related to significant segment expenses.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently in the process of reviewing the new guidance.

In June 2016, the FASB issued guidance that will require the measurement of all expected credit losses for financial assets, including accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years.

In November 2019, the FASB issued additional guidance that included a deferral of the effective date for smaller reporting companies as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, and interim periods within those years.

The Company adopted the guidance on January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements.

(3) Acquisitions and Dispositions

The Company adopted the guidance in the fourth quarter of 2024, and the adoption did not have a material impact on the Company’s consolidated financial statements.

(3) Dispositions

On December 13, 2 023, the Company completed the termination of its esports operations.

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On September 11, 2023, the Company completed the sale of substantially all of the assets used in the operations of WWWE-AM in Atlanta, GA to a third party for $ 250,000 in cash.

On December 22, 2022, the Company completed an asset exchange with Audacy Nevada, LLC and Beasley Media Group, LLC under which the Company 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.

On September 29, 2022, the Company also entered into a local marketing agreement (“LMA”) with Audacy Nevada, LLC and began operating KXTE-FM on November 14, 2022.

The LMA ended on December 22, 2022.

The assets received from the exchange did not meet the definition of a business under ASC 805.

The exchange was accounted for in accordance with ASC 610-20, which resulted in the Company recognizing a gain for the difference between the fair value of the assets received and the carrying amount of the assets given.

The fair value of the assets received in the asset exchange was $ 5.8 million.

The Company recorded a gain on exchange of $ 3.4 million.

The asset allocation is summarized as follows:

(4) Property and Equipment

Fair value of assets received

Carrying amount of assets of exchanged station

Gain on exchange

The fair value of the property and equipment was estimated using cost and market approaches.

Property and equipment for which there are comparable current replacements available were valued on the basis of a cost approach.

The cost approach allowed for factors such as physical depreciation as well as functional and economic obsolescence.

Property and equipment for which an active used market exists, including property for which there is no longer comparable current replacements available but for which there remains an active used market, were valued using a market approach.

The market approach is based on the selling prices of similar assets on the used market.

As few sales reflect identical assets, the selling prices of similar assets was utilized with adjustments made for any differences such as age, condition, and options.

If different assumptions or estimates had been used in the cost and market approaches, the fair value of the property and equipment could have been materially different.

The fair value of the FCC license was estimated using an income approach.

The income approach measures the expected economic benefits the licenses provide and discounts these future benefits using discounted cash flow analyses.

The discounted cash

flow analyses assume that each license is held by a hypothetical start-up station and the value yielded by the discounted cash flow analyses represents the portion of the station’s value attributable solely to its license.

The discounted cash flow model incorporates variables such as market revenues;

the projected growth rate for market revenues;

projected market revenue share;

projected station operating income margins;

and a discount rate appropriate for the radio broadcasting industry.

The variables used in the analyses reflect historical station and market growth trends, as well as anticipated station performance, industry standards, and market conditions.

The discounted cash flow projection period of ten years was determined to be an appropriate time horizon for the analyses.

Stable market revenue share and operating margins are expected at the end of year three (maturity).

If different assumptions or estimates had been used in the income approach, the fair value of the FCC licenses could have been materially different.

If actual results are different from assumptions or estimates used in the discounted cash flow analyses, the Company may incur impairment losses in the future and they may be material.

The key assumptions used in the valuation of the FCC license are as follows:

Revenue growth rates

0.3 % - 1.5 %

Market revenue shares at maturity

Operating income margins at maturity

Discount rate

On June 22, 2022, the Company completed the acquisition of Guarantee Digital, LLC (“Guarantee”), a digital marketing agency, for $ 2.0 million in cash.

The acquisition broadened the Company’s digital revenue base across the U.S.

The acquisition was accounted for as a business combination.

The final purchase price allocation was completed during the third quarter of 2022.

The final purchase price allocation is summarized as follows:

Property and equipment

Other intangibles

Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets and includes the value of the assembled workforce.

The goodwill was allocated to the Digital segment.

The $ 0.9 million allocated to goodwill is deductible for tax purposes.

Revenue and earnings for Guarantee are not material for all reporting periods presented in the accompanying financial statements.

On April 1, 2022, the Company 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, the Company recorded an impairment loss of $ 1.9 million related to the FCC license during the first quarter of 2022.

(4) Property and Equipment

Property and equipment is comprised of the following:

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Less accumulated depreciation and amortization

On October 28, 2024, the Company completed the sale of a building in Belmar, NJ to a third party for $ 1.2 million in cash.

The Company recorded a gain on disposition of $ 0.8 million during the fourth quarter of 2024.

The Company recorded depreciation expense of $ 7.8 million and $ 7.0 million for the years ended December 31, 2023 and 2024 , respectively.

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Balance as of January 1, 2023

Asset exchange acquisition (see Note 3)

Asset exchange disposition (see Note 3)

Disposition (see Note 3)

Impairment losses (see below and also Note 3)

Balance as of December 31, 2022

Dispositions (see Note 3)

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Balance as of December 31, 2023

License terminations

Balance as of December 31, 2024

FCC licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the FCC licenses might be impaired.

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The FCC license valuations are Level 3 non-recurring fair value measurements.

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

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

As a result of the quantitative impairment test performed as of September 30, 2023, the Company recorded impairment losses of $ 78.2 million related to the FCC licenses in each of its 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 the Company's FCC licenses.

The fair values of the FCC licenses 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

0.4 % - 44.7 %

Operating income margins at maturity

19.7 % - 30.4 %

Discount rate

The Company performed the annual quantitative impairment test for its 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, the Company recorded impairment losses of $ 1.0 million related to the FCC licenses in its 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 Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2024 and did no t record any impairment losses related to the FCC licenses in each of its reporting units.

The fair values of the 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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Discount rate

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

The termination resulted in a loss of $ 0.3 million.

On December 20, 2024 , the 12-month silent period for WCHZ-FM in Augusta, GA expired, and the FCC license was terminated.

The termination resulted in a loss of $ 0.3 million.

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

economy, the Company tested its FCC licenses for impairment during the second quarter of 2022.

As a result of the quantitative impairment tests performed as of June 30, 2022, the Company recorded impairment losses of $ 2.8 million related to the FCC licenses in its 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 the FCC licenses due to certain risks associated with the U.S.

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

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

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 the Company's FCC licenses.

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

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Discount rate

Interest rates in the U.S.

economy continued to increase during the third quarter of 2022;

however, there were no changes to the discount rate or any other items used in the discounted cash flow analyses to estimate the fair value of the FCC licenses.

Therefore, the Company did not record any impairment losses related to FCC licenses during the third quarter of 2022.

The Company performed the annual quantitative impairment test for its FCC licenses in all markets during the fourth quarter of 2023.

As a result of the quantitative impairment test performed as of November 30, 2022, the Company recorded impairment losses of $ 19.2 million related to the FCC licenses in its Boston, MA, Charlotte, NC, Fort Myers-Naples, FL, Middlesex-Monmouth-Morristown, NJ, and Wilmington, DE market clusters.

market clusters.

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

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Balance as of January 1, 2023

Acquisition (see Note 3)

Impairment losses

Balance as of December 31, 2022

Disposition (see Note 3)

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Balance as of December 31, 2023

Impairment loss

Balance as of December 31, 2024

Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s goodwill might be impaired.

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The fair value of the goodwill in the 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 margin

Discount rate

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

economy, the Company tested its goodwill for impairment during the second quarter of 2022.

As a result of the quantitative impairment test performed as of June 30, 2022, the Company recorded impairment losses of $ 5.9 million related to the goodwill in its 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.

The fair values of the goodwill was estimated using an income approach.

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

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( 9.3 )% - 1.4 %

Operating income margins

5.4 % - 29.8 %

Discount rate

Interest rates in the U.S.

economy continued to increase during the third quarter of 2022;

however, there were no changes to the discount rate or any other items used in the discounted cash flow analyses to estimate the fair value of goodwill.

Therefore, the Company did not record any impairment losses related to goodwill during the third quarter of 2022.

The Company performed the annual quantitative impairment test for its goodwill in all markets during the fourth quarter of 2022.

As a result of the quantitative impairment test, the Company recorded an impairment loss of $ 8.9 million related to the goodwill in its Boston, MA market cluster.

The impairment loss was primarily due to a decrease in projected revenue in Boston.

The fair value of its goodwill was estimated using an income approach.

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

Revenue growth rates

0.5 % - 11.4 %

Operating income margin

Discount rate

In addition, as a result of a quantitative impairment test in the esports segment, the Company recorded an impairment loss of $ 1.5 million related to the goodwill in the esports segment during the fourth quarter of 2022.

The impairment loss was primarily due to a decrease in projected revenue in the esports segment.

(7) Other Intangibles

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Advertiser relationships

Brands with indefinite lives

Other intangibles with indefinite lives

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Advertiser relationships

Franchise rights

Brands with indefinite lives

Other intangibles with indefinite lives

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For the purpose of testing its other intangibles for impairment, the Company has identified its market clusters, digital, and esports as its reporting units.

During the fourth quarter of 2022, the Company received information related to the franchise rights in the esports segment, and based on that information the Company concluded that the carrying amount of the franchise rights was not fully recoverable.

Therefore, the Company performed a quantitative impairment test for its franchise rights as of December 31, 2022.

As a result of the test, the Company recorded an impairment loss of $ 12.8 million.

The fair values of the franchise rights were estimated using an income approach.

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

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

Revenue growth rate(s)

3.0 % - 25.0 %

Operating income margin(s)

( 22.3 )% - 43.5 %

Discount rate

The Company recorded amortization expense of $ 2.7 million and $ 1.0 million for the years ended December 31, 2022 and 2023, respectively.

The Company recorded amortization expense of $ 1.0 milli on and $ 0.3 million for the years ended December 31, 2023 and 2024, respectively.

Estimated future amortization expense related to intangible assets subject to amortization for the next five years and thereafter is as follows:

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Accrued digital expenses

Accrued income taxes

Other accrued expenses

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Long-term debt is comprised of the following:

Secured notes

Less unamortized debt issuance costs

On February 2, 2021, the Company 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.

8.625 % secured notes due February 1, 2026

11.000 % senior secured first lien notes due August 1, 2028

9.200 % senior secured second lien notes due August 1, 2028

Unamortized premium and debt issuance costs

On February 2, 2021, the Comp any 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.

The Company 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;

Prior to February 1, 2025, the Company will be subject to certain premiums, as defined in the Existing Notes Indenture, for optional or mandatory (upon certain contingent events) redemption of some or all of the N otes.

In the fourth quarter of 2023, the Company 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 millio n 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 Class A Common Stock of the Company, 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 purchas e of $ 68.0 m illion 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 Issue r 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 f und, 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.

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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and issue or sell stock of its subsidiaries.

Prior to February 1, 2025, the Company will be subject to certain premiums, as defined in the Indenture, for optional or mandatory (upon certain contingent events) redemption of some or all of the Notes.

In the fourth quarter of 2023, the Company 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, the Company 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 .

In the third quarter of 2022, the Company repurchased $ 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 repurchases.

In the second quarter of 2022, the Company repurchased $ 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 repurchases.

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 $ 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 $ 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 .

The Company leases office space, towers and office equipment.

11 unchanged sentences

Weighted-average discount rate – operating leases

As of December 31, 2023, future minimum payments for operating and finance leases for the next five years and thereafter are summarized as follows:

As of December 31, 2024, future minimum payments for operating leases for the next five years and thereafter are summarized as follows:

Total lease payments

8 unchanged sentences

Supplemental Employee Retirement Plan

The benefit obligations related to the frozen SERP of $ 8.0 million are reported in other long-term liabilities, of which $ 0.6 million was reclassified to other current liabilities, in the consolidated balance sheets as of December 31, 2022 and 2023 .

The benefit obligations related to the frozen SERP of $ 8.0 million and $ 7.3 million are reported in other long-term liabilities, of which $ 0.6 million was reclassified to other current liabilities, in the consolidated balance sheets as of December 31, 2023 and 2024 .

The Company contributed $ 0.5 million to the SERP in both 2023 and 2024.

56 unchanged sentences

From time to time, the Company repurchases sufficient shares of its common stock to fund withholding taxes in connection with the vesting of restricted stock units.

The Company pa id $ 0.1 million to repurchase 87,873 shar es in 2023.

The Compa ny paid $ 0.1 million to repurchase 7,618 shares in 2024.

The 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.

25 unchanged sentences

Revenue is recognized when the commercial spots have streamed.

Station-owned assets are generally scheduled over a period of time and revenue is

recognized over time as the digital items are used for advertising content, except for streamed commercial spots.

Station-owned assets are generally scheduled over a period of time and revenue is recognized over time as the digital items are used for advertising content, except for streamed commercial spots.

Third-party products are generally scheduled over a period of time with an impression target each month.

3 unchanged sentences

(14) Stock-Based Compensation

The Beasley Broadcast Group, Inc.

2007 Equity Incentive Award Plan (the “2007 Plan”) permits the Company to issue up to 7.5 million shares of Class A common stock.

As a result of the Reverse Stock Split effected on September 23, 2024, consistent with the terms of 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.

The 2007 Equity Incentive Award Plan (the “2007 Plan”) permits the Company to issue up to 375,000 shares of Class A common stock.

The 2007 Plan allows for eligible employees, directors and certain consultants of the Company to receive restricted stock units, shares of restricted stock, stock options or other stock-based awards.

20 unchanged sentences

Allowance for credit losses

Deferred interest

Operating lease liabilities

7 unchanged sentences

Property and equipment

( 107,978,326

( 113,956,340

Net deferred tax liabilities

On October 8, 2024, the Company completed a debt modification (see Note 9) that resulted in a cancelation of indebtedness income for tax purposes in 2024, which is amortized over the life of the debt for book purposes, resulting in a new deferred tax asset.

As of December 31, 2024 , the Company has state net operating losses of $ 3.8 million.

The valuation allowance relates to unrealized losses on investments which management has determined, more likely than not, that such losses will not be utilized.

The valuation allowance as of December 31, 2023 related to unrealized losses on investments that were sold in 2024.

As of December 31, 2023 and 2024 , the Company does not have any material unrecognized tax benefits and accordingly, has not recorded any interest or penalties related to unrecognized tax benefits.

7 unchanged sentences

Net loss per Class A and Class B common share – basic and diluted (1)

(1) Weighted-average shares outstanding used in the computation of basic and diluted Net loss attributable to BBGI stockholders per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

See No te 21 for ad ditional information.

The Company excluded the effect of restrictive stock units under the treasury stock method when reporting a net loss as the addition of shares was anti-dilutive.

The number of shares excluded was 140,170 and 85,800 for the years ended December 31, 2022 and 2023 , respectively.

The number of shares excluded w as 4,290 and 17,451 for the years ended December 31, 2023 and 2024 , respectively.

(17) Related Party Transactions

22 unchanged sentences

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 each of the years ended December 31, 2022 and 2023.

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

Rental expense was $ 0.8 million and approximately $ 16,000 for the years ended December 31, 2023 and 2024, respectively .

The Company leases office space for its stations in Fayetteville, NC from BFT.

1 unchanged sentence

Rental expense was $ 0.1 million for each of the years ended December 31, 2023 and 2024.

On October 8, 2024, the Company entered into a common stock purchase agreement for the issuance and sale of 56,864 shares of Class A Common Stock of the Company to Beasley Family Towers, LLC at an offering price of approximately $ 12.31 per share, for gross proceeds of $ 700,000 .

The Company used the net 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.

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

GGB Augusta, LLC

13 unchanged sentences

Beasley and Brian E.

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

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 each of the years ended December 31, 2022 and 2023.

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

The Company leases a tower for one station in Augusta, GA from Wintersrun.

3 unchanged sentences

("Quu"), a company that provides the Company with access to an application for digital revenue.

Payments to Quu for access to the application were $ 0.4 million for each of the years ended December 31, 2022 and 2023.

Payments to Quu for access to the application were $ 0.4 million and $ 0.5 million for the years ended December 31, 2023 and 2024, respectively.

Loan to Interactive Life, Inc.

In May 2022, the Company 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 .

Interactive Life, Inc.

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

Interacti ve Life, Inc.

is controlled by Mr.

14 unchanged sentences

The Company currently operates two operating and reportable segments (Audio and Digital).

The Company also operated an esports segment in 2022 and from January 1, 2023 to December 13, 2023.

The Company also operated an esports segment from January 1, 2023 to December 13, 2023.

The identification of segments is consistent with how the segments report to and are managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker).

The Audio segment generates revenue primarily from the sale of commercial advertising to customers of the Company’s stations in the following markets:

The Digital segment generates revenue primarily from the sale of digital advertising to customers of the Company’s stations and other advertisers throughout the United States.

Corporate expenses includes general and administrative expenses and certain other income and expense items not allocated to the operating segments.

Corporate expenses include general and administrative expenses and certain other income and expense items not

allocated to the operating segments.

Non-operating corporate items, including interest expense and income taxes, are reported in the accompanying consolidated statements of comprehensive loss.

4 unchanged sentences

Impairment losses

Extinguishment of franchise fee

Operating income (loss)

5 unchanged sentences

Impairment losses

Gain on exchange

Extinguishment of franchise fee

Operating income (loss)

6 unchanged sentences

Other intangibles, net

(21) Reverse Stock Split

On September 23, 2024, the Company effected 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 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.

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

BEASLEY BROADCAST GROUP, INC.

8 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 8. Financial Statements and Supplementary Data