Item 7. Management’s Discussion and Analysis
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYS IS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster. Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.
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
This report contains “forward-looking statements” about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events. All statements other than statements of historical fact included in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.
Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.
Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:
• 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;
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• external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations;
• the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues;
• the ability of the Company to develop compelling and differentiated digital content, products and services;
• audience acceptance of the Company’s content, particularly its audio programs;
• 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 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 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, 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;
• 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; and
• other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. We do not intend, and undertake no obligation, to update any forward-looking statement.
Financial Statement Presentation
The following discussion provides a brief description of certain key items that appear in our financial statements and general factors that impact these items.
Net Revenue. Our net revenue is primarily derived from the sale of commercial spots to advertisers directly or through national, regional or local advertising agencies. Revenues are reported at the amount we expect to be entitled to receive under the contract. Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a station’s local market, either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of commercial advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.
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Our net revenue is generally determined by the advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels. Advertising rates are primarily based on the following factors:
• a station’s audience share in the demographic groups targeted by advertisers as measured principally by periodic reports issued by Nielsen Audio;
• the number of stations, as well as other forms of media, in the market competing for the attention of the same demographic groups;
• the supply of, and demand for, radio advertising time; and
• the size of the market.
Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our radio market clusters. Seasonal revenue fluctuations are also common in the radio broadcasting industry and are primarily due to variations in advertising expenditures by local and national advertisers. Our revenues typically are lowest in the first calendar quarter of the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter of such years.
We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime.
We also continue to invest in digital support services to develop and promote our station websites, applications, and other distribution platforms. We derive revenue from our websites through the sale of advertiser promotions and advertising on our websites and the sale of advertising airtime during audio streaming of our stations over the internet. We also generate revenue from selling third-party digital products and services.
Operating Expenses. Our operating expenses consist primarily of programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our stations. We strive to control our operating expenses by centralizing certain functions at our corporate offices and consolidating certain functions in each of our market clusters.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:
• it involves a significant level of estimation uncertainty; and
• changes in the estimate or different estimates that could have been selected have had or are reasonably likely to have a material impact on our results of operations or financial condition.
Accounts Receivable. 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 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.
Property and Equipment. We are required to assess the recoverability of our property and equipment whenever an event has occurred that may result in an impairment loss. If such an event occurs, we will compare estimates of related future undiscounted cash flows to the carrying amount of the asset. If the future undiscounted cash flow estimates are less than the carrying amount of the asset, we will reduce the carrying amount to the estimated fair value. The determination of when an event has occurred and estimates of future cash flows and fair value all require management judgment. The use of different assumptions or estimates may result in alternative assessments that could be materially different. We did not identify any triggering events that may have resulted in an impairment loss on our property and equipment in 2024. However, there can be no assurance that impairments of our property and equipment will not occur in future periods.
FCC Licenses. As of December 31, 2024, FCC licenses with an aggregate carrying amount of $392.3 million represented 71% of our total assets. 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
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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 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.
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 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:
Revenue growth rates
(10.7)% - 6.1%
Market revenue shares at maturity
0.4% - 45.4%
Operating income margins at maturity
19.7% - 28.6%
Discount rate
9.0%
The carrying amount of our FCC licenses for each reporting unit and the percentage by which fair value exceeded the carrying amount are as follows:
Market cluster
FCC licenses
Excess
Augusta, GA
$
4,469,331
12.1
%
Boston, MA
95,901,400
7.5
Charlotte, NC
44,495,600
8.9
Detroit, MI
25,205,800
15.7
Fayetteville, NC
7,295,100
14.2
Fort Myers-Naples, FL
5,191,700
8.6
Las Vegas, NV
30,145,300
0.3
Middlesex, Monmouth, Morristown, NJ
16,726,200
6.2
Philadelphia, PA
106,737,400
8.8
Tampa-Saint Petersburg, FL
56,092,000
12.8
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, 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.
Leases. We are required to determine whether a contract is or contains a lease at inception. Our analysis includes whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. This consideration involves judgment with respect to whether we have the right to obtain substantially all of the economic benefits from the use of the identified asset and whether we have the right to direct the use of the identified asset. We calculate the term for each lease agreement to include the noncancellable period specified in the agreement together with: (1) the periods covered by options to extend the lease if we are reasonably certain to exercise that option, (2) the periods covered by an option to terminate if we are reasonably certain not to exercise that option and (3) the period covered by an option to extend (or not terminate) if controlled by the lessor. The assessment of whether we are reasonably certain to exercise an option to extend a lease requires significant judgement surrounding contract-based factors, asset-based factors, entity-based factors and market-based factors. These factors are evaluated based on the facts and circumstances at the time we enter a lease agreement. The lease liabilities and the related right-of-use assets are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”). IBR is defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. See Note 10 to the accompanying financial statements.
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Supplemental Employee Retirement Plan. The costs and liabilities of the Supplemental Employee Retirement Plan (“SERP”) are determined using actuarial valuations. An actuarial valuation involves making various assumptions that include the discount rate and mortality rates. The discount rate is based on matching the cash flows of the SERP to the FTSE Pension Discount Curve. The mortality assumptions are based on the mortality tables and mortality improvement scales which are selected based on the most recent study of the Society of Actuaries. The SERP is frozen so future employment does not change the benefit amounts. Actual results will differ from results which are estimated based on assumptions. See Note 11 to the accompanying financial statements.
Recent Accounting Pronouncements
Recent accounting pronouncements are described in Note 2 to the accompanying financial statements.
Results of Operations
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023
The following summary table presents a comparison of our results of operations for the years ended December 31, 2023 and 2024, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
Results of Operations - Consolidated
Year Ended December 31,
Change
2023
2024
$
%
Net revenue
$
247,109,258
$
240,291,611
$
(6,817,647
)
-2.8
%
Operating expenses
208,247,221
201,768,757
(6,478,464
)
-3.1
%
Corporate expenses
18,246,731
17,272,696
(974,035
)
-5.3
%
FCC licenses impairment losses
89,214,665
—
(89,214,665
)
-100.0
%
Goodwill impairment losses
10,582,360
922,000
(9,660,360
)
-91.3
%
Extinguishment of franchise fee
6,000,000
—
(6,000,000
)
-100.0
%
Interest expense
26,607,920
21,233,027
(5,374,893
)
-20.2
%
Debt issuance expenses
—
5,982,414
5,982,414
—
Gain on sale of investment
—
6,026,776
6,026,776
—
Gain on repurchases of long-term debt
7,807,875
—
(7,807,875
)
-100.0
%
Income tax benefit
24,287,366
1,344,961
(22,942,405
)
-94.5
%
Net loss
75,120,138
5,887,258
(69,232,880
)
-92.2
%
Results of Operations - Segments
Year Ended December 31,
Change
2023
2024
$
%
Net revenue
Audio
$
199,481,868
$
193,561,279
$
(5,920,589
)
-3.0
%
Digital
45,417,296
46,730,332
1,313,036
2.9
%
Other
2,210,094
—
(2,210,094
)
-100.0
%
$
247,109,258
$
240,291,611
$
(6,817,647
)
-2.8
%
Operating expenses
Audio
$
163,608,414
$
160,575,045
$
(3,033,369
)
-1.9
%
Digital
40,844,592
41,193,712
349,120
0.9
%
Other
3,794,215
—
(3,794,215
)
-100.0
%
$
208,247,221
$
201,768,757
$
(6,478,464
)
-3.1
%
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Net Revenue. 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 $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 $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 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. As a result of our annual quantitative impairment test performed during the fourth quarter of 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. 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, 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 FCC licenses. On August 11, 2023, we entered into an agreement to sell substantially all of the assets used in the operations of WJBR-FM in Wilmington, DE to a third party for $5.0 million in cash. 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.
Goodwill Impairment Losses. 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, 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 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. In the fourth quarter of 2023, we purchased $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 purchases. 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.
Income Tax Benefit. 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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Net Loss. Net loss for the year ended December 31, 2024 was $5.9 million compared to a net loss of $75.1 million for the year ended December 31, 2023, as a result of the factors described above.
Liquidity and Capital Resources
Overview. Our primary sources of liquidity is internally generated cash flow and cash on hand. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.
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 “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.
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; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or
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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 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. The amounts involved may be material.
We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity:
• internally generated cash flow;
• additional borrowings or notes offerings, to the extent permitted under the Existing Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and
• 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 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. We did not have any off-balance sheet arrangements as of December 31, 2024.
Cash Flows . The following summary table presents a comparison of our cash flows for the years ended December 31, 2023 and 2024 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
Year ended December 31,
2023
2024
Net cash used in operating activities
$
(4,678,549
)
$
(3,711,785
)
Net cash provided by investing activities
6,870,446
4,322,076
Net cash used in financing activities
(14,992,629
)
(13,571,492
)
Net decrease in cash and cash equivalents
$
(12,800,732
)
$
(12,961,201
)
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.
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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 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
Beasley Broadcasting Management, LLC
We lease our principal executive offices in Naples, FL from Beasley Broadcasting Management, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family. The lease agreement expires on December 31, 2031. Rental expense was $0.3 million for the year ended December 31, 2024.
Beasley Family Properties, LLC
We lease office space for our stations in Fort Myers, FL from Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family. The lease agreement expires on August 31, 2029. Rental expense was $0.2 million for the year ended December 31, 2024.
Beasley Family Towers, LLC
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. Beasley and other members of the Beasley family and partially owned directly by Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family. 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. The lease agreement expires on August 31, 2030. 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
We lease land for our stations in Augusta, GA from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family. The lease agreement expires on October 31, 2028. Rental expense was approximately $53,000 for the year ended December 31, 2024.
GGB Las Vegas, LLC
We lease office space for our stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by members of the Beasley family. The lease agreement expires on December 31, 2028. Rental expense was $0.2 million for the year ended December 31, 2024.
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Wintersrun Communications, LLC
We lease a tower for one station in Augusta, GA from Wintersrun. The lease agreement expires on October 15, 2025. Rental expense was approximately $31,000 for the year ended December 31, 2024.
Quu, Inc.
We currently hold an investment in Quu, Inc. ("Quu"), a company that provides us with access to an application for digital revenue. Payments to Quu for access to the application were $0.5 million for the year ended December 31, 2024.
Loan to Interactive Life, Inc.
In May 2022, we provided a $250,000 loan to Interactive Life, Inc. that accrues interest at 8.625% per annum until the loan’s maturity in May 2025. Interactive Life, Inc. is controlled by Mr. Joseph Harb. We currently hold an investment in Quu, Inc., a company that is controlled by Mr. Harb. Repayment of the loan to Interactive Life, Inc. is guaranteed by Mr. Harb with 3,333,334 shares of Class A common stock of Quu, Inc.
Inflation
For the years ended December 31, 2023 and 2024, inflation has affected our performance in terms of higher costs for operating expenses; however, the exact impact cannot be reasonably determined.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not required for smaller reporting companies.
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