What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-19 compared with 2020-02-21 · 357 added, 298 removed, 256 unchanged (72% of the section changed)

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whose shares are held of record by a broker or clearing agency.

Our credit agreement restricts our ability to pay cash dividends and to repurchase additional shares of our common stock.

The credit agreement

does permit, however, (i) dividends of up to an aggregate amount of $7.5 million each year if our Total Leverage Ratio (as defined in the credit agreement) is greater than 3.5x and up to an aggregate amount of $10.0 million each year

if our Total Leverage Ratio is less than or equal to 3.5x, (ii) an amount equal to our excess cash flow each year that is not required to prepay the credit agreement, subject to maintaining a Total Leverage Ratio of no greater than 3.75x and

(iii) unlimited dividends each year if our Total Leverage Ratio is less than 3.5x and our First Lien Leverage Ratio is less than 2.5x.

We paid quarterly cash dividends in an aggregate annual amount of $5.4 million in 2018 and

$5.5 million in 2019.

On December 9, 2019, our board of directors declared a cash dividend of $0.05 per share on our Class A and Class B common stock.

The dividend of $1.4 million in the aggregate was paid on

January 10, 2020 to stockholders of record on December 31, 2019.

We intend to pay quarterly cash dividends in 2020, however the declaration and payment of any future dividends will be at the sole discretion of the board of directors.

In response to the COVID-19 pandemic, our board of directors has suspended future quarterly dividend

payments until it is determined that resumption of dividend payments is in the best interest of the Companys stockholders.

In addition, the Indenture governing our Notes limits our ability to pay dividends.

Repurchases of Equity Securities

following table presents information with respect to purchases we made of our Class A common stock during the three months ended December 31, 2020.

Average Price

October 1 31, 2020

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The 2007 Plan permits us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock.

credit agreement permits us to repurchase sufficient shares of our common stock to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock, subject to compliance with financial covenants, up to

an aggregate amount of $2.5 million per year.

All shares purchased during the three months ended December 31, 2019, were purchased to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted

Unregistered Sales of Equity Securities

On March 1, 2019, the Company (i) issued 235,296 shares of Class A common stock with a fair value of $1.0 million,

(ii) agreed to provide $1.0 million of media advertising over a three year period, and (iii) contributed $2.5 million in cash for an aggregate investment of $4.5 million in Renegades Holdings, Inc.

(Renegades),

an esports organization, in exchange for 3,750,000 shares in Renegades.

This issuance of shares of Class A common stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) of

the Securities Act.

shares purchased during the three months ended December 31, 2020 were purchased to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock.

SELECTED FINANCIAL DATA

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

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.

Recent Developments

On February 2, 2021, we issued $300.0 million aggregate principal amount of Notes.

Interest on the Notes accrues at the rate of

8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021.

The Notes are secured on a first-lien priority basis by substantially all assets of the Company and its

majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.

We used the net proceeds from the Notes, to refinance the credit facility and the Amended Promissory Note (see Note 10 to the

accompanying financial statements) and to repay the loan from Mr.

George Beasley (see Note 18 to the accompanying financial statements) and related accrued interest, fees and expenses.

The Indenture contains restrictive covenants that limit the

ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock;

pay dividends on, repurchase or make

distributions in respect of our capital stock or make other restricted payments;

make certain investments or acquisitions;

sell, transfer or otherwise convey certain assets;

create liens;

enter into agreements restricting certain subsidiaries

ability to pay dividends or make other intercompany transfers;

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

enter into transactions with affiliates;

prepay certain kinds of indebtedness;

and issue or sell

stock of our subsidiaries.

In March 2020, COVID-19 was recognized as a pandemic by the World

Health Organization.

The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant volatility

and international debt and equity markets.

We have been impacted by deteriorating general economic conditions, which have caused a downturn in the advertising industry.

The decreased demand for advertising has negatively impacted our net

revenue, and many advertisers have reduced or ceased advertising spend due to the COVID-19 pandemic and its related economic impact.

Specifically, we observed a rapid increase in cancellations and a reduction

of new sales beginning midway through the month of March 2020.

The cancellations were broad-based but more severe in industries that were severely impacted by the COVID-19 pandemic.

Advertising sales began to

recover near the end of the second quarter of 2020 and continued to recover during the remainder of 2020.

We are actively monitoring the COVID-19 pandemic.

While this disruption is currently expected to be

temporary, there is considerable uncertainty around the duration.

Thus, it is impossible to predict the total impact that it will have on the Company.

If public and private entities continue to implement restrictive measures, the material adverse

effect on our results of operations, financial condition and cash flows could persist.

Beginning in March 2020, we implemented certain

expense control initiatives, such as reductions in compensation for management and other employees, reductions in planned capital expenditures, negotiated vendor pricing reductions, furloughs and headcount reductions for certain employees and

suspensions of new employee hiring and travel and entertainment expenses.

These initiatives continued reducing our expenses throughout the remainder of 2020 and we expect expense reductions to continue into 2021.

Our board of directors also

suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Companys stockholders.

Due to the impact of the COVID-19 pandemic on the U.S.

economy, we tested our FCC licenses for

impairment during the first quarter of 2020.

As a result of the quantitative impairment test, we recorded impairment losses of $6.8 million related to the FCC licenses in our Atlanta, GA, Las Vegas, NV, Middlesex-Monmouth-Morristown, NJ, West

Palm Beach-Boca Raton, FL, and Wilmington, DE radio market clusters.

The impairment losses were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and

an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with the Company and the radio broadcasting industry.

We did not identify any

triggering events for impairment during the second quarter of 2020.

We elected to perform the quantitative impairment test for our FCC licenses in all markets during the third quarter of 2020.

As a result of the quantitative impairment test

performed as of September 30, 2020, we recorded no impairment losses related to our FCC licenses in any of our reporting units.

We did not identify any triggering events for impairment during the fourth quarter of 2020.

The COVID-19 pandemic continues to create significant uncertainty and disruption in the global economy

and financial markets.

It is reasonably possible that these uncertainties could materially impact the Companys significant accounting estimates related to, but not limited to, allowance for doubtful accounts, impairment of FCC licenses and

goodwill, and determination of right-of-use assets.

As a result, many of the Companys estimates and assumptions require increased judgment and carry a higher

degree of variability and volatility.

The Companys estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its consolidated financial statements.

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 Companys management and are subject to known and unknown risks and uncertainties.

Forward-looking statements, which address the Companys 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.

These forward-looking statements are based on the current beliefs and

expectations of the Companys management and are subject to known and unknown risks and uncertainties.

Forward-looking statements, which address the Companys 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.

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

the effects of the COVID-19 pandemic, including its potential effects on

the economic environment and the Companys results of operations, liquidity and financial condition, and the increased risk of impairments of the Companys FCC licenses and/or goodwill, as well as any changes to federal, state or local

government laws, regulations or orders in connection with the pandemic;

external economic forces that could have a material adverse impact on the Companys advertising revenues and

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control of the Company;

future sales by George G.

Beasley or members of his family of our Class A common stock or an illiquid market

for our Class A common stock could adversely affect its market price;

other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including

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a radio stations audience share in the demographic groups targeted by advertisers as measured principally

by periodic reports issued by Nielson Audio;

by periodic reports issued by Nielsen Audio;

the number of radio stations, as well as other forms of media, in the market competing for the attention of the

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the size of the market.

Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our market clusters.

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 are typically lowest in the first calendar quarter of the year.

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 are typically lowest in the first calendar quarter of

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;

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.

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Our operating expenses consist primarily

of (i) programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our radio 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.

of programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our radio stations.

We strive to control our operating expenses by centralizing certain functions at our corporate offices and

consolidating certain functions in each of our radio market clusters.

Critical Accounting Estimates

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assumptions or estimates may result in alternative assessments that could be materially different.

We did not identify any events that may have resulted in an impairment loss on our property and equipment in 2019.

However, there can be no assurance

that impairments of our property and equipment will not occur in future periods.

We did not identify any triggering events that may have resulted in an impairment loss on our property and equipment in 2020.

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, 2019, FCC

licenses with an aggregate carrying amount of $517.5 million represented 68% of our total assets.

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

licenses might be impaired.

In 2019, we elected to perform the quantitative impairment test for our licenses in all markets.

The quantitative impairment test, performed as of November 30, 2019, compares the fair value of our licenses with their

carrying amounts.

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

For the purpose of testing our licenses for impairment, we combine our licenses into reporting

units based on our market clusters.

We estimate the fair value of our licenses 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 radio station and the value yielded by the discounted cash flow analyses represents the portion of the radio stations value attributable solely to its license.

The discounted cash flow model

incorporates variables such as radio market revenues;

the projected growth rate for radio market revenues;

projected radio market revenue share;

projected radio station operating income margins;

and a discount rate appropriate for the radio

broadcasting industry.

The variables used in the analyses reflect historical radio station and market growth trends, as well as anticipated radio 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).

As of November 30, 2019, the key assumptions used in the discounted cash flow analyses

are as follows:

As of December 31,

2020, FCC licenses with an aggregate carrying amount of $508.6 million represented 69% of our total assets.

We are required to test our licenses for impairment on an annual basis, or more frequently if events or changes in circumstances

indicate that our licenses might be impaired.

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

If we determine it is more likely than not that our licenses are impaired, then we are

required to perform a quantitative impairment test.

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

If the carrying amounts of the licenses exceed their fair value, an impairment loss is

recognized in an amount equal to that excess.

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

Due to the impact of the COVID-19 pandemic on the U.S.

economy, we tested our FCC licenses for

impairment during the first quarter of 2020.

As a result of the quantitative impairment test, we recorded impairment losses of $6.8 million related to the FCC licenses in our Atlanta, GA, Las Vegas, NV, Middlesex-Monmouth-Morristown, NJ, West

Palm Beach-Boca Raton, FL, and Wilmington, DE radio market clusters.

The impairment losses were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and

an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with our Company and the radio broadcasting industry.

The fair values were

estimated using an income approach.

The income approach is based upon discounted cash flow analyses incorporating variables such as projected radio market revenues, projected growth rate for radio market revenues, projected radio market revenue

shares, projected radio station operating income margins, and a discount rate appropriate for the radio broadcasting industry.

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

Revenue growth rates

(14.1)% - 7.9%

Market revenue shares at maturity

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Discount rate

If we had made different assumptions or used different estimates, the fair value of our licenses could have

been materially different.

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

Cash flows and operating income are dependent on advertising revenues.

Advertising revenues are influenced by competition from other radio

stations and media, demographic changes, and changes in government rules and regulations.

In addition, advertising is generally considered a discretionary expense meaning advertising expenditures tend to decline disproportionately during economic

downturns as compared to other types of business expenditures.

If actual results are lower, we may incur impairment losses in the future and they may be material.

The carrying amount of our FCC broadcasting licenses for each reporting unit and the percentage by which fair value exceeded the carrying

amount are as follows:

We did not identify any triggering events for impairment during the second quarter of 2020.

We elected to perform the quantitative impairment test for our FCC licenses in all markets during the third quarter of 2020.

As a result of

the quantitative impairment test performed as of September 30, 2020, we recorded no impairment losses related to our FCC licenses in any of our reporting units.

The fair values were estimated using an income approach.

The key assumptions used

in the discounted cash flow analyses are as follows:

Revenue growth rates

Market revenue shares at maturity

Operating income margins at maturity

19.5% - 33.3%

Discount rate

The carrying amount of our FCC licenses for each reporting unit and the percentage by which fair value

exceeded the carrying amount, in connection with the impairment test performed as of September 30, 2020, were as follows:

Market cluster

FCC broadcasting

Charlotte, NC

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Philadelphia, PA

Tampa-Saint Petersburg, PA

Tampa-Saint Petersburg, FL

West Palm Beach-Boca Raton, FL

Wilmington, DE

As a result of the quantitative impairment test performed as of November 30, 2019, we recorded impairment

losses of $12.4 million related to the FCC licenses in our Atlanta, GA and West Palm Beach-Boca Raton, FL market clusters.

The impairment losses were primarily due to a reduced share of projected revenue in these markets.

We believe the

impairment losses are indicative of trends in the industry and are not unique to our Company or operations.

There can be no assurance that additional impairments of our FCC licenses will not occur in future periods.

We did not identify any triggering events for impairment during the fourth quarter of 2020.

We are required to test our goodwill for impairment on an annual basis, or more frequently if events or changes in

circumstances indicate that our goodwill might be impaired.

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

If the quantitative assessment is necessary, we will

determine the fair value of each reporting unit.

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

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

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

Due to the impact of the COVID-19 pandemic, we tested our goodwill for impairment during the first

quarter of 2020.

We assessed qualitative factors for the esports reporting unit and did not identify any triggering events, however our assessment of qualitative factors for the radio market clusters identified triggering events for impairment.

result of the impairment test performed on the radio market clusters during the first quarter of 2020, we determined that the estimated fair value of each market cluster exceeded the carrying amount by at least five percent at each market cluster as

of March 31, 2020.

We did not identify any triggering events for impairment during the subsequent quarters of 2020.

We believe we

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

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 sheet, we may recognize future impairment charges, the amount of which may be material.

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

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Corporate expenses

Change in fair value of contingent consideration

Gain on dispositions

Impairment losses

Interest expense

Income tax expense

Net revenue increased $4.1 million during the year ended December 31, 2019 as

Gain on dispositions

Loss on modification of long-term debt

Income tax expense (benefit)

Net income (loss)

Net revenue decreased $55.4 million during the year ended December 31, 2020 as

compared to the year ended December 31, 2019.

Significant factors affecting net revenue included $6.8 million in additional revenue from our Philadelphia market cluster primarily due to the acquisition of

WXTU-FM, and a $1.4 million increase in revenue from our Boston market cluster partially offset by a $2.0 million decrease in revenue from our Las Vegas market, a $1.0 million decrease in

revenue from our Fort Myers market cluster and a $0.7 million decrease in revenue from our Tampa market cluster.

Revenue for the year ended December 31, 2018 also included $4.4 million of political advertising from the 2018 elections

compared to $0.9 million for the year ended December 31, 2019.

Net revenue for the year ended December 31, 2019 was comparable to net revenue for the same period in 2018 at our remaining market clusters.

Operating Expenses.

Operating expenses increased $5.4 million during the year ended December 31, 2019 as compared to the year

ended December 31, 2018.

Significant factors affecting operating expenses included $2.8 million in additional expenses in our Philadelphia market cluster primarily due to the acquisition of WXTU-FM

and a $2.0 million increase in operating expenses at our Boston market cluster partially offset by a $0.9 million decrease in operating expenses from our Las Vegas market cluster.

Operating expenses for the year ended December 31,

2018 included $1.7 million of additional bad debt expense due to financial issues at United States Traffic Network.

Operating expenses for the year ended December 31, 2019 were comparable to operating expenses for the same period in 2018

at our remaining market clusters.

Significant factors affecting net revenue included a decrease in commercial advertising and other revenue primarily due to the impact of the COVID-19

pandemic, partially offset by an increase in esports revenue and digital advertising revenue.

Net revenue for the year ended December 31, 2020 also included additional revenue of $14.3 million from political advertising for the 2020

elections and the acquisition of WDMK-FM in Detroit on August 31, 2019.

Operating expenses decreased $18.9 million during the year ended December 31, 2020 as compared to the year ended December 31, 2019.

The decrease in operating expenses was due to the expense control initiatives we

implemented in response to the COVID-19 pandemic, including employee furloughs and headcount reductions, partially offset by an increase in digital expenses and additional expenses from the acquisition of WDMK-FM in Detroit.

Corporate Expenses.

Corporate expenses increased $4.9 million during the year ended

December 31, 2019 as compared to the year ended December 31, 2018.

The primary factors affecting corporate expenses included a $2.5 million increase in compensation expense, which was primarily due to an increase in the number of

employees at our corporate offices in 2019 and a $1.0 million gain as a result of the termination of the Greater Media, Inc.

(Greater Media) pension plan in 2018.

Change in Fair Value of Contingent Consideration.

In connection with the acquisition of Greater Media, a certain number of shares of

our Class A common stock placed in escrow on the acquisition date were forfeited based on a working capital adjustment.

The fair value of the forfeited shares decreased $2.9 million due to a change in our stock price from January 1,

2018 to March 15, 2018, the date the forfeited shares were recorded in treasury stock.

In addition, a number of shares of our Class A common stock were returned to us by the former stockholders of Greater Media based on certain proceeds

from the sale of Greater Medias tower assets.

The fair value of the returned shares decreased $1.6 million due to a change in our stock price from January 1, 2018 to March 15, 2018, the date the returned shares were recorded in

treasury stock.

Corporate expenses decreased $5.6 million during

the year ended December 31, 2020 as compared to the year ended December 31, 2019.

The primary factors affecting corporate expenses was a decrease in compensation and travel expenses due to the

COVID-19 pandemic and an allocation of digital expenses from corporate expenses to operating expenses.

Impairment Losses.

Due to the impact of the COVID-19 pandemic on the U.S.

economy, we tested

our FCC licenses for impairment during the first quarter of 2020.

As a result of the quantitative impairment test, we recorded impairment losses of $6.8 million related to the FCC licenses in our Atlanta, GA, Las Vegas, NV,

Middlesex-Monmouth-Morristown, NJ, West Palm Beach-Boca Raton, FL, and Wilmington, DE radio market clusters.

The impairment losses were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with the Company and the

radio broadcasting industry.

On December 31, 2020, we completed the sale of certain land in our Charlotte, NC market cluster to a third party.

As a result of the sale, we no longer utilize one FCC license in that market.

Therefore, the carrying

amount of $2.2 million was recorded in impairment losses during the fourth quarter of 2020.

As a result of our annual quantitative impairment test performed as of November 30, 2019, we recorded impairment losses of $12.4 million

related to the FCC licenses in our Atlanta, GA and West Palm Beach-Boca Raton, FL radio market clusters.

The impairment losses were primarily due to a reduced share of projected revenue in these markets.

We also recorded an impairment loss of

$1.3 million related to our investment in LN2 DB, LLC.

The impairment loss was based on a study of LN2 DBs patents, which concluded that none of them had any significant remaining market value.

Gain on Dispositions.

On December 23, 2019, we completed the sale of certain land in our Las Vegas market

cluster for $13.5 million.

On December 31, 2020, we completed the sale of certain land in our Charlotte, NC market cluster for

$4.65 million.

As a result of the sale, we recorded a gain of $4.4 million in the year ended December 31, 2020.

On December 2, 2019, we completed the sale of certain land in our Boca Raton market cluster for

On December 23, 2019, we completed the sale of certain land in our Las Vegas, NV market cluster for

$13.5 million.

As a result of the sale, we recorded a gain of $7.9 million in the year ended December 31, 2019.

On October 25, 2019, we completed the sale of a radio tower in our Tampa market cluster and a radio tower in our New

Jersey market cluster for $2.4 million.

On December 2, 2019, we completed the sale of certain land in our West Palm Beach-Boca Raton, FL market cluster for

$7.1 million.

As a result of the sale, we recorded a gain of $6.5 million in the year ended December 31, 2019.

On March 28, 2019, we completed the sale of certain land and improvements in our Augusta

market cluster for $0.5 million.

On October 25, 2019, we completed the sale of a radio tower in our Tampa-Saint Petersburg, FL market cluster and a

radio tower in our Middlesex-Monmouth-Morristown, NJ market cluster for $2.4 million.

As a result of the sale, we recorded a gain of $2.0 million in the year ended December 31, 2019.

On March 15, 2019, we agreed to cancel a broadband radio service license in Chattanooga, TN in

exchange for a fee of $3.3 million.

On March 28, 2019, we completed the sale of

certain land and improvements in our Augusta, GA market cluster for $0.5 million.

As a result of the sale, we recorded a gain of $0.4 million in the year ended December 31, 2019.

On March 15, 2019, we agreed to cancel a broadband

radio service license in Chattanooga, TN in exchange for a fee of $3.3 million.

As a result of the license cancelation, we recorded a gain of $3.1 million in the year ended December 31, 2019.

Impairment Losses.

As a result of our annual quantitative impairment test performed

as of November 30, 2019, we recorded impairment losses of $12.4 million related to the FCC licenses in our Atlanta and Boca Raton market clusters.

The impairment losses were primarily due to a reduced share of projected revenue in these

We also recorded an impairment loss of $1.3 million related to our investment in LN2 DB.

The impairment loss was based on a study of LN2 DBs patents, which concluded that none of them had any significant remaining market value.

Interest Expense.

Interest expense increased $2.0 million during the year ended December 31, 2019 as compared to the

year ended December 31, 2018.

The primary factor affecting interest expense was the increase in long-term debt outstanding.

Income Tax Expense.

Our effective tax rate was 64% and 33% for the years ended December 31, 2018 and 2019,

respectively.

Loss on Modification of Long-Term Debt.

We recorded a loss on modification of

long-term debt of $2.8 million during the year ended December 31, 2020, resulting from the Amendment to our credit agreement (as discussed in Credit Facility below).

Income Tax Expense (Benefit).

Our effective tax rate was approximately 33% and (22)% for the years ended

December 31, 2019 and 2020, respectively.

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

The effective tax rate for the year ended December 31, 2018 also

reflects a $3.4 million increase in the valuation allowance primarily related to net operating losses, and a $1.2 million increase due to the change in fair value of contingent consideration.

Net income during the year ended December 31, 2019 was $13.5 million, an increase of $7.0 million compared

to net income of $6.5 million during the year ended December 31, 2018 as a result of the factors described above.

Liquidity and Capital

Our primary sources of liquidity are internally generated cash flow and our revolving credit facility (as

defined below).

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 radio

station acquisitions.

Net Income (Loss).

Net loss for the year ended December 31, 2020 was $18.9 million compared to net income of

$13.4 million for the year ended December 31, 2019 as a result of the factors described above.

Liquidity and Capital Resources

Our primary sources of liquidity are internally generated cash flow and our revolving credit facility (as defined below).

acquisitions.

Historically, our capital expenditures have not been significant.

In addition to property and equipment associated with radio 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 radio 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.

Credit Facility.

On November 17, 2017 we and our wholly owned

subsidiary, Beasley Mezzanine Holdings, LLC, entered into a credit agreement (the credit agreement) with U.S.

Bank, National Association, as administrative agent and collateral agent, providing for a term loan B facility in the amount of

$225.0 million (the term loan facility) and a revolving credit facility of $20.0 million (the revolving credit facility, and together with the term loan facility, the credit facility).

September 27, 2018, we borrowed an additional $35.0 million from the term loan facility.

The proceeds were used for the acquisition of WXTU-FM in Philadelphia.

On August 31, 2019, we borrowed

$10.0 million from our revolving credit facility.

The proceeds were used for the acquisition of substantially all of the assets used to operate WDMK-FM in Detroit.

As of December 31, 2019, the credit facility consisted of the term loan facility with a remaining balance of $239.0 million and the

revolving credit facility with an outstanding balance of $11.0 million and a maximum commitment of $20.0 million.

As of December 31, 2019, we had $9.0 million in available commitments under the revolving credit facility.

option, the credit facility may bear interest at either (i) the London Interbank Offered Rate (LIBOR) plus a margin of 4.0% or (ii) the base rate plus a margin of 3.0%.

The LIBOR interest rate for the term loan is subject to a

1% floor and the base rate is subject to a 2% floor.

Interest payments are, for loans based on LIBOR, due at the end of each applicable interest period unless the interest period is longer than three months, in which case they are due at the end of

each three month period.

Interest payments for loans based on the base rate are due quarterly.

The revolving credit facility carried interest, based on LIBOR, at 5.8% as of December 31, 2019 and matures on November 17, 2022.

The term loan

carried interest, based on LIBOR, at 5.8% as of December 31, 2019 and matures on November 1, 2023.

The credit agreement

requires mandatory prepayments equal to 50% of Excess Cash Flow (as defined in the credit agreement) when our Total Leverage Ratio (as defined in the credit agreement) is greater than 3.5x;

mandatory prepayments equal to 25% of Excess Cash Flow when

our Total Leverage Ratio is less than or equal to 3.5x but greater than 3.0x;

and no mandatory prepayments when our Total Leverage Ratio is less than or equal to 3.0x.

Mandatory prepayments of Excess Cash Flow are due 95 days after year end.

credit agreement also requires mandatory prepayments for defined amounts from net proceeds of asset sales, net insurance proceeds, and net proceeds of debt issuances.

The credit agreement requires us to comply with certain financial covenants which are defined in the credit agreement.

These financial

covenants include a First Lien Leverage Ratio that will be tested at the end of each quarter.

The maximum First Lien Leverage Ratio is 5.75x for December 31, 2019 and 5.25x for March 31, 2020 and thereafter.

The credit facility is secured by substantially all assets of the Company and its

subsidiaries and is guaranteed jointly and severally by the Company and its subsidiaries.

If we default under the terms of the credit agreement, the Company and its subsidiaries may be required to perform under their guarantees.

December 31, 2019, the maximum amount of undiscounted payments the Company and its applicable subsidiaries would have been required to make in the event of default was $250.0 million.

The guarantees for the credit facility expire on

November 17, 2022 for the revolving credit facility and on November 1, 2023 for the term loan facility.

Failure to comply with

financial covenants, scheduled interest payments, scheduled principal repayments, or any other terms of our credit agreement could result in the acceleration of the maturity of our outstanding debt, which could have a material adverse effect on our

business or results of operations.

As of December 31, 2019, we were in compliance with all applicable financial covenants under our credit agreement.

Promissory Note .

On November 14, 2019, the Company issued a promissory note for $16.5 million to the seller for partial

acquisition of the OutlawsXP, Inc.

See Note 2 to the accompanying financial statements.

The note has a remaining balance of $13.5 million as of December 31, 2019 and bears interest at 5% per annum.

payable quarterly in arrears.

Principal payments are due each month for the first quarter of 2020 and each quarter thereafter until repaid in full on December 31, 2021.

The aggregate scheduled principal repayments of the credit facility and promissory note for the next four years are as follows:

Our credit agreement permits us to repurchase sufficient shares of our common stock to fund withholding taxes

in connection with the vesting of restricted stock units and shares of restricted stock, subject to compliance with financial covenants, up to an aggregate amount of $2.5 million per year.

We paid approximately $0.2 million to repurchase

67,154 shares during the year ended December 31, 2019.

Our credit agreement restricts our ability to pay cash dividends and to

repurchase additional shares of our common stock.

The credit agreement does permit, however, (i) dividends of up to an aggregate amount of $7.5 million each year if our Total Leverage Ratio is greater than 3.5x and up to an aggregate

amount of $10.0 million each year if our Total Leverage Ratio is less than or equal to 3.5x, (ii) an amount equal to our excess cash flow each year that is not required to prepay the credit agreement, subject to maintaining a Total

Leverage Ratio of no greater than 3.75x and (iii) unlimited dividends each year if our Total Leverage Ratio is less than 3.5x and our First Lien Leverage Ratio (as defined in the credit agreement) is less than 2.5x.

We paid cash dividends of

$5.5 million during the year ended December 31, 2019.

On December 9, 2019, our board of directors declared a cash dividend of $0.05 per share on our Class A and Class B common stock.

The dividend of $1.4 million in the

aggregate was paid on January 10, 2020, to stockholders of record on December 31, 2019.

We expect to provide for future

liquidity needs through one or a combination of the following sources of liquidity:

In addition to property and equipment associated with radio 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 radio 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.

In response to the COVID-19 pandemic, our board

of directors has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Companys 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 Notes.

Interest on the Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021.

Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.

We used the net proceeds

from the Notes, to refinance the credit facility and the Amended Promissory Note (see Note 10 to the accompanying financial statements) and to repay the loan from Mr.

George Beasley (see Note 18 to the accompanying financial statements) and

related accrued interest, fees and expenses.

The Indenture contains restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified

stock or, in the case of such subsidiaries, preferred stock;

pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments;

make certain investments or acquisitions;

sell, transfer or otherwise

convey certain assets;

create liens;

enter into agreements restricting certain subsidiaries ability to pay dividends or make other intercompany transfers;

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

enter into transactions with affiliates;

prepay certain kinds of indebtedness;

and issue or sell stock of our subsidiaries.

On November 17, 2017 we and our wholly owned subsidiary, Beasley Mezzanine Holdings, LLC, entered into a credit agreement (the credit agreement) with U.S.

Bank, National Association, as administrative agent and

collateral agent, providing for a term loan B facility in the amount of $225.0 million (the term loan facility) and a revolving credit facility of $20.0 million (the revolving credit facility, and together with the

term loan facility, the credit facility).

On September 27, 2018, we borrowed an additional $35.0 million from the term loan facility.

The proceeds were used for the acquisition of WXTU-FM

in Philadelphia.

On August 31, 2019, we borrowed $10.0 million from our revolving credit facility.

The proceeds were used for the acquisition of substantially all of the assets used to operate

WDMK-FM in Detroit.

On March 26, 2020 and April 7, 2020, we borrowed $7.5 million and $1.5 million, respectively, from our revolving credit facility as a precautionary measure to increase

our cash position and preserve financial flexibility due to the uncertainty of economic conditions in the U.S.

resulting from the COVID-19 pandemic.

On June 30, 2020, we entered into Amendment No.

2 to our credit agreement (the Amendment) that amended and modified the

credit agreement to, among other things, (i) increase the interest rate applicable to the term loans and revolving credit facility by 25 basis points per annum, (ii) add fees of 300 basis points payable on December 31, 2021 and 150

basis points payable on December 31, 2022, (provided the credit agreement was not repaid prior to such time), (iii) impose additional reporting requirements, (iv) revise the Excess Cash Flow prepayment requirement such that when the Total

Leverage Ratio was greater than 4.5x, 75% of Excess Cash Flow must be prepaid, with such prepayment amounts stepping down to 50%, 25% and 0% upon achievement of certain Total Leverage Ratio milestones, and (v) reduce the flexibility to incur

certain additional indebtedness, liens and investments and make certain restricted payments, subject to the achievement of certain leverage-based milestones.

Additionally, the Amendment modified the financial covenant to remove the maximum First Lien

Leverage Ratio previously tested quarterly through the fiscal quarter ended March 31, 2020.

In its place, the Amendment added (i) a minimum liquidity covenant of $8.5 million (the Minimum Liquidity Amount), which was to be

tested every other week until the Total Leverage Ratio was less than 5.0x, (ii) a minimum EBITDA (as defined in the credit agreement, as amended by the Amendment) covenant, which was to be tested monthly through June 30, 2021 and

(iii) a maximum First Lien Leverage Ratio covenant, which was to be tested quarterly beginning with the fiscal quarter ending September 30, 2021.

The Amendment also modified the definition of Consolidated EBITDA to remove certain add-backs with respect to the calculation of Consolidated EBITDA and EBITDA for financial covenants and other similar calculations and reduced the amount of cash that could be netted for the calculation of the First

Lien Leverage Ratio for purposes of testing the First Lien Leverage Ratio financial covenant, when applicable.

As of December 31,

2020, the credit facility consisted of the term loan facility with a remaining balance of $238.0 million and a revolving credit facility with an outstanding balance of $20.0 million and a maximum commitment of $20.0 million.

December 31, 2020, we had no available commitments under the revolving credit facility.

Following the entry into the Amendment as described below, at our option, the credit facility bore interest at either (i) the London Interbank Offered

Rate (LIBOR) plus a margin of 4.25% or (ii) the base rate (as defined in the credit agreement) plus a margin of 3.25%.

The LIBOR interest rate for the term loan was subject to a 1% floor and the base rate was subject to a 2% floor

for the term loan facility and 0% floor for the revolving credit facility.

Interest payments were, for loans based on LIBOR, due at the end of each applicable interest period unless the interest period was longer than three months, in which case

they were due at the end of each three month period.

Interest payments for loans based on the base rate were due quarterly.

The revolving credit facility carried interest, based on LIBOR, at 4.4% as of December 31, 2020.

The term loan carried

interest, based on LIBOR, at 5.25% as of December 31, 2020.

The credit facility was secured by substantially all assets of the

Company and its subsidiaries and was guaranteed jointly and severally by the Company and its subsidiaries.

As of December 31, 2020, the maximum amount of undiscounted payments the Company and its applicable subsidiaries would have been required

to make in the event of default was $258.0 million.

As noted in Secured Notes above, the credit facility was repaid on February 2, 2021, using a portion of the proceeds from the Notes offering.

Also, as a condition to entering into the Amendment, George Beasley, the Companys Chairman, provided a $5.0 million loan to the

Company that accrued payment-in-kind interest at 6% per annum with no cash payments due until the loans maturity in December 2023.

Beasley and GGB Family

Limited Partnership also each entered into standby letters of credit in combined aggregate face amount of $5.0 million in favor of U.S.

Bank, National Association for the benefit of the Company as a source of backup liquidity in the event that

the Company failed to maintain the Minimum Liquidity Amount.

As noted in Secured Notes above, the loan was repaid on February 2, 2021, using a portion of the proceeds from the Notes offering.

On November 14, 2019, we acquired a majority interest in an esports team and issued a promissory note for $16.5 million to the

seller (the Promissory Note).

The Promissory Note had a remaining balance of $13.5 million as of December 31, 2019.

On June 30, 2020, the Company entered into an amendment to the Promissory Note (as amended, the

Amended Promissory Note) applicable to the remaining balance of $10.0 million.

The Amended Promissory Note bore cash-pay interest at 5% per annum payable quarterly in arrears and additional payment-in-kind interest at 10% per annum.

On July 8, 2020, we issued an initial stock payment of 1,276,596 Class A common stock at a fixed price of $2.35 per share

that reduced the principal amount of the Amended Promissory Note by $2.25 million.

The shares were issued at $1.99 per share and the $0.3 million difference between the fair value of the shares and the principal reduction was recorded as

additional interest expense.

For subsequent stock issuances, which were scheduled to begin on June 30, 2021, the principal reduction amount would have been the lesser of (i) the value of the stock issued based on 20-day moving average on the day prior to issuance or (ii) the principal reduction amount, which was 50% of the value of the stock based on a fixed price of $2.35 per share.

Secured Notes above, the Amended Promissory Note was repaid on February 2, 2021, using a portion of the proceeds from the Notes offering.

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

stock units and shares of restricted stock.

We paid approximately $0.1 million to repurchase 37,106 shares during the year ended December 31, 2020.

We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity:

internally generated cash flow;

our revolving credit facility;

additional borrowings, other than under our revolving credit facility, to the extent permitted under our credit

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

additional equity offerings.

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financial obligations for the next twelve months.

However, poor financial results or unanticipated expenses could give rise to defaults under our credit facility, 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.

Our ability to reduce our Total

Leverage Ratio by increasing operating cash flow and/or decreasing long-term debt will determine how much, if any, of the remaining commitments under our revolving credit facility will be available to us in the future.

Poor financial results or

unanticipated expenses could result in our failure to maintain or lower our Total Leverage Ratio and we may not be permitted to make any additional borrowings under our revolving credit facility.

However, poor financial results or unanticipated expenses could give rise to default under the Notes, additional debt servicing requirements or other additional financing or liquidity requirements

sooner than we expect, and we may not secure financing when needed or on acceptable terms.

The following summary table presents a comparison of our capital

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Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Net Cash Provided By Operating Activities.

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$16.8 million during the year ended December 31, 2020 as compared to the year ended December 31, 2019.

Significant factors affecting the decrease in net cash provided by operating activities included a $7.0 million increase in

cash paid for operating expenses, a $3.8 million increase in cash paid for corporate expenses, a $3.3 million increase in income tax payments, and a $2.4 million increase in interest payments, partially offset by a $14.2 million

increase in cash receipts from revenue.

Significant factors affecting the decrease in net cash provided by operating activities included a $46.9 million decrease in

cash receipts from revenue, partially offset by a $20.5 million decrease in cash paid for operating expenses, a $4.2 million decrease in cash paid for corporate expenses, a $3.3 million decrease in income tax payments, and a

$1.9 million decrease in interest payments.

Net Cash Used In Investing Activities.

Net cash used in investing activities during

the year ended December 31, 2019 included a payment of $13.5 million for the acquisition of substantially all of the assets used to operate WDMK-FM, payments of $9.0 million for capital

expenditures, payments of $5.0 million for investments, and payments of $3.5 million for other acquisitions, partially offset by proceeds of $26.3 million from dispositions.

Net cash used in investing activities for the same period in

2018 included a payment of $38.0 million for the acquisition of WXTU-FM, payments of $4.2 million for capital expenditures, payments of $1.7 million for investments, and payments of

$1.5 million for other acquisitions.

Net cash used in investing activities

during the year ended December 31, 2020 included payments of $7.5 million for capital expenditures and payments of $1.0 million for investments, partially offset by proceeds of $4.6 million from dispositions.

Net cash used in

investing activities for the same period in 2019 included a payment of $13.5 million for the acquisition of substantially all of the assets used to operate WDMK-FM in Detroit, payments of

$9.0 million for capital expenditures, payments of $5.0 million for investments, and payments of $3.5 million for other acquisitions, partially offset by proceeds of $26.3 million from dispositions.

Net Cash Provided By (Used In) Financing Activities.

Net cash used in financing

activities during the year ended December 31, 2019 included credit facility and promissory note repayments of $16.0 million and payments of $5.5 million for cash dividends, partially offset by proceeds of $11.0 million from the

issuance of indebtedness used primarily for the acquisition of substantially all of the assets used to operate WDMK-FM.

Net cash provided by financing activities for the same period in 2018 included proceeds

of $35.0 million from the issuance of indebtedness under our term loan facility used for the acquisition of WXTU-FM, partially offset by credit facility repayments of $8.1 million, payments of

$5.4 million for cash dividends, and payments of $0.6 million for debt issuance costs related to the additional borrowing.

Related Party

Net cash provided by financing activities during the year ended

December 31, 2020 included proceeds of $9.0 million from the issuance of indebtedness under our revolving credit facility and proceeds from the $5.0 million loan provided by George Beasley, partially offset by credit facility and

Promissory Note repayments of $6.75 million, payments of $2.8 million for cash dividends, and payments of $2.6 million for debt issuance costs related to the Amendment.

Net cash used in financing activities for the same period in 2019

included credit facility and Promissory Note repayments of $16.0 million and payments of $5.5 million for cash dividends, partially offset by proceeds of $11.0 million from the issuance of indebtedness used primarily for the

acquisition of substantially all of the assets used to operate WDMK-FM in Detroit.

Related Party Transactions

Beasley Family Towers, LLC

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Rental expense was $0.1 million for the year ended December 31, 2020.

We sold a tower for one radio station in Augusta, GA to BFT for $1.3 million and leased back the tower.

The lease met the criteria to be

recorded as a finance lease, however based on the terms of the lease agreement, the $0.8 million gain on sale was deferred and was recognized as the finance lease

right-of-use asset was amortized.

On October 25, 2019, the tower was sold to an unrelated party, and the unamortized deferred gain was recognized.

Rental expense

was approximately $11,000 for the year ended December 31, 2019.

We lease several towers for one radio station in Boca Raton, FL from

We lease several towers for one radio station in Boca Raton, FL from BFT.

The lease agreement expires on April 30, 2021.

Rental expense was $0.1 million for each of the year ended December 31, 2019.

Lease payments are currently offset by the partial recognition of a deferred gain on sale from the sale

of these towers to BFT in 2006, therefore no rental expense was reported for these towers for the year ended December 31, 2019.

Rental expense

was $0.1 million for the year ended December 31, 2020.

Lease payments are currently offset by the partial recognition of a deferred gain on sale from the sale of these towers to BFT in 2006, therefore no rental expense was reported for

these towers for the year ended December 31, 2020.

GGB Augusta, LLC

land for our radio stations in Augusta, GA from GGB Augusta, LLC which is held by a trust for the benefit of Caroline Beasley, Bruce G.

We lease land for our radio stations in Augusta, GA from GGB Augusta, LLC which is held by a trust for the benefit of Caroline Beasley, Bruce

Beasley, Brian E.

Beasley, and other family members of George G.

The lease agreement expires on

November 1, 2023.

The lease agreement expires on November 1, 2023.

Rental expense was approximately $41,000 for the year ended December 31, 2020.

GGB Las Vegas, LLC

We lease property for our radio stations in Las Vegas, NV from GGB Las Vegas, LLC which is controlled by George G.

The lease agreement

expires on December 31, 2023.

lease property for our radio stations in Las Vegas, NV from GGB Las Vegas, LLC which is controlled by George G.

The lease agreement expires on December 31, 2023.

Rental expense was $0.2 million for the year ended December 31,

On March 25, 2011, we contributed $250,000 to Digital PowerRadio, LLC (now LN2 DB, LLC) in exchange for 25,000 units or

approximately 20% of the outstanding units.

We contributed an additional $62,500 on February 14, 2012, $104,167 on July 31, 2012, $104,167 on April 10, 2013, $104,167 on April 4, 2014, $166,667 on April 3, 2015, and $166,667

on May 3, 2016.

On February 22, 2017, we contributed $150,000 to LN2 DB, LLC in exchange for a note bearing interest at 18% per annum.

On June 18, 2018, the note receivable and accrued interest due from LN2 DB, LLC totaling $187,618

was converted to additional equity in LN2 DB, LLC and we contributed an additional $150,000.

We may be called upon to make additional pro rata cash contributions to LN2 DB, LLC in the future.

LN2 DB, LLC is managed by Fowler Radio Group, LLC which

is partially-owned by Mark S.

Fowler, an independent director of the Company.

In June 2018, George G.

Beasley, Caroline Beasley, Bruce Beasley, Brian Beasley and other family members also invested in LN2 DB, LLC under a recapitalization plan.

January 2020, LN2 DB, LLC completed a study of its patents, which concluded that none of them had any significant remaining market value.

Therefore, LN2 DB, LLC may decide to dissolve itself in the near future.

We recorded an impairment loss of

$1.3 million for the year ended December 31, 2019.

Wintersrun Communications, LLC

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Rental expense was $0.1 million for the year ended December 31, 2020.

The following related party transactions are based on agreements entered into prior to our initial public offering in 2000 at which time we

did not have an Audit Committee.

However, these agreements were evaluated by our board of directors at the time of entering the agreements and we believe that they are on terms at least as favorable to us as could have been obtained from a third

The following related party transactions are based on agreements entered into prior to our initial public offering in 2000 at which time our

board of directors did not have an audit committee.

However, these agreements were evaluated by our board of directors at the time of entering the agreements and we believe that they are on terms at least as favorable to us as could have been

obtained from a third party.

Beasley Broadcasting Management, LLC

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We lease towers for 19 radio stations in various markets from BFT.

The lease agreements expire on various dates through December 28, 2020.

Rental expense was $0.4 million for the year ended December 31, 2019.

As of December 28, 2020, all lease agreements had expired.

expense was $0.4 million for the year ended December 31, 2020.

GGB Estero, LLC

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Wintersrun Communications, LLC

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

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

The lease agreement expires on October 16, 2025.

Rental expense

was approximately $31,000 for the year ended December 31, 2019.

Rental expense was

approximately $31,000 for the year ended December 31, 2020.

George Beasley

As a condition to entering into the Amendment (see Note 10), George Beasley, the Companys Chairman, provided a $5.0 million loan to

the Company that accrued payment-in-kind interest at 6% per annum with no cash payments due until the loans maturity in December 2023.

Beasley and GGB

Family Limited Partnership also each entered into standby letters of credit in combined aggregate face amount of $5.0 million in favor of U.S.

Bank, National Association for the benefit of the Company as a source of backup liquidity in the

event that the Company failed to maintain the Minimum Liquidity Amount (as defined in the Amendment).

As noted in Secured Notes above, the loan was repaid on February 2, 2021, using a portion of the proceeds from the Notes offering.

Off-Balance Sheet Arrangements

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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 5. Market for Registrant’s Common Equity