UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
(Address of Principal Executive Offices and Zip Code)
(
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Trading Symbol |
Name of Each Exchange on which Registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class A Common Stock, $0.001 par value,
Class B Common Stock, $0.001 par value,
INDEX
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Page No. |
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PART I
FINANCIAL INFORMATION |
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Item 1. |
Condensed Consolidated Financial Statements. |
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7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 3. |
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Item 4. |
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PART II
OTHER INFORMATION |
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Item 1. |
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24 |
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Item 1A. |
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24 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
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24 |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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25 |
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26 |
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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December 31, |
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September 30, |
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2023 |
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2024 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, less allowance for credit losses of $ |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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FCC licenses |
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Goodwill |
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- |
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Other intangibles, net |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Operating lease liabilities |
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Other current liabilities |
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Total current liabilities |
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Due to related parties |
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Long-term debt, net of unamortized debt issuance costs |
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Operating lease liabilities |
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Deferred tax liabilities |
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Other long-term liabilities |
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Total liabilities |
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Stockholders' equity: |
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Preferred stock, $ |
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Class A Common Stock, $ |
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Class B Common Stock, $ |
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Additional paid-in capital |
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Treasury stock, Class A Common Stock; |
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( |
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( |
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Retained earnings |
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Accumulated other comprehensive income |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements
3
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)
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Three Months Ended September 30, |
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2023 |
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2024 |
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Net revenue |
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$ |
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$ |
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Operating expenses: |
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Operating expenses (including stock-based compensation of $ |
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Corporate expenses (including stock-based compensation of $ |
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Depreciation and amortization |
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FCC licenses impairment losses |
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- |
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Goodwill impairment losses |
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Total operating expenses |
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Operating income (loss) |
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( |
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Non-operating income (expense): |
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Interest expense |
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( |
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( |
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Other income (expense), net |
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( |
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Loss before income taxes |
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( |
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( |
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Income tax benefit |
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( |
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( |
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Loss before equity in earnings of unconsolidated affiliates |
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( |
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( |
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Equity in earnings of unconsolidated affiliates, net of tax |
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( |
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Net loss |
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( |
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( |
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Net loss per Class A and Class B common share(1): |
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Basic and diluted |
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$ |
( |
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$ |
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Weighted-average shares outstanding(1): |
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Basic and diluted |
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See accompanying notes to condensed consolidated financial statements
4
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)
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Nine Months Ended September 30, |
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2023 |
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2024 |
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Net revenue |
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$ |
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$ |
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Operating expenses: |
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Operating expenses (including stock-based compensation of $ |
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Corporate expenses (including stock-based compensation of $ |
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Depreciation and amortization |
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FCC licenses impairment losses |
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- |
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Goodwill impairment losses |
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Total operating expenses |
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Operating income (loss) |
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( |
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Non-operating income (expense): |
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Interest expense |
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( |
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Gain on sale of investment |
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- |
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Other income, net |
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Loss before income taxes |
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( |
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( |
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Income tax benefit |
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( |
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( |
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Loss before equity in earnings of unconsolidated affiliates |
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( |
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( |
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Equity in earnings of unconsolidated affiliates, net of tax |
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( |
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Net loss |
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( |
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( |
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Net loss per Class A and Class B common share(1): |
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Basic and diluted |
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$ |
( |
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$ |
( |
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Weighted-average shares outstanding(1): |
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Basic and diluted |
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See accompanying notes to condensed consolidated financial statements
5
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Nine Months Ended September 30, |
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2023 |
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2024 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
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$ |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation |
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Provision for credit losses |
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Depreciation and amortization |
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FCC licenses impairment losses |
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- |
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Goodwill impairment losses |
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Amortization of loan fees |
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Gain on sale of investment |
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- |
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( |
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Gain on repurchases of long-term debt |
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( |
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- |
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Deferred income taxes |
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( |
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( |
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Equity in earnings of unconsolidated affiliates |
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( |
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Change in operating assets and liabilities: |
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Accounts receivable |
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Prepaid expenses |
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( |
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( |
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Other assets |
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( |
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Accounts payable |
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( |
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Other liabilities |
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( |
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Other operating activities |
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Net cash used in operating activities |
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( |
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( |
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Cash flows from investing activities: |
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Capital expenditures |
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( |
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( |
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Proceeds from dispositions |
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- |
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Proceeds from sale of investment |
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- |
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Net cash provided by (used in) investing activities |
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( |
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Cash flows from financing activities: |
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Payments on debt |
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( |
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- |
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Purchase of treasury stock |
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( |
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( |
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Net cash used in financing activities |
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( |
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( |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Cash paid for interest |
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$ |
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$ |
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Cash paid for income taxes |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements
6
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Beasley Broadcast Group, Inc. and its subsidiaries (the “Company”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented, and all such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations; therefore, the results shown on an interim basis are not necessarily indicative of results for the full year.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which requires additional disclosures primarily related to the Company's income tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively. The Company is currently in the process of reviewing the new guidance.
In November 2023, the FASB issued guidance which requires additional disclosures for the Company's reportable segments, primarily related to significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently in the process of reviewing the new guidance.
On March 8, 2024, the Company received $
On September 11, 2023, the Company completed the sale of substantially all of the assets used in the operations of WWWE-AM
in Atlanta, GA to a third party for $
Federal Communications Commission ("FCC") licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the FCC licenses might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that its FCC licenses are impaired. If the Company determines it is more likely than not that its FCC licenses are impaired, then the Company is required to perform the quantitative impairment test. The quantitative impairment test compares the fair value of the FCC licenses with the carrying amounts of such licenses. If the carrying amounts of the FCC licenses exceed the fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of testing FCC licenses for impairment, the Company combines its licenses into reporting units based on its market clusters. The FCC license valuations are Level 3 non-recurring fair value measurements.
Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, the Company tested its FCC
licenses for impairment during the third quarter of 2023. As a result of the quantitative impairment tests performed as of September
30, 2023, the Company recorded impairment losses of $
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 values of the
FCC licenses.
7
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The fair values of the FCC licenses in each of the market clusters 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.
follows:
Revenue growth rates |
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Market revenue shares at maturity |
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Operating income margins at maturity |
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Discount rate |
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During the second quarter of 2023, due to the potential sale of substantially all of the assets used in the operations of WJBR-FM
in Wilmington, DE, the Company recorded an impairment loss of $
Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the
Company’s goodwill might be impaired. The Company assesses qualitative factors to determine whether it is necessary to perform a
quantitative assessment for each reporting unit. If the quantitative assessment is necessary, the Company will determine the fair value
of each reporting unit. If the fair value of any reporting unit is less than the carrying amount, the Company will recognize an
impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized will not
exceed the total amount of goodwill allocated to the reporting unit. For the purpose of testing goodwill for impairment, the Company
has identified its radio market clusters and esports as its reporting units. The goodwill valuation is a Level 3 non-recurring fair value
measurement.
Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, the Company tested its goodwill for
impairment during the third quarter of 2023. As a result of the quantitative impairment test performed as of September 30, 2023, the
Company recorded an impairment loss of $
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 the goodwill.
The fair value of the goodwill in the Philadelphia, PA market cluster was estimated using an income approach. The income
approach is based upon a discounted cash flow analysis 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.
follows:
Revenue growth rates |
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Operating income margin |
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Discount rate |
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Long-term debt is comprised of the following:
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December 31, |
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September 30, |
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2023 |
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2024 |
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Secured notes |
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$ |
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$ |
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Less unamortized debt issuance costs |
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( |
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( |
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$ |
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$ |
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On February 2, 2021, the Company issued $
8
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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. Prior to February 1, 2025, the Company will be subject to certain premiums, as defined in the Existing Notes Indenture, for optional or mandatory (upon certain contingent events) redemption of some or all of the Existing Notes.
In the second quarter of 2023, the Company repurchased $
Subsequent to quarter end, on October 8, 2024, the Company completed certain refinancing transactions related to the Existing Notes. See Note 16 for additional information.
The changes in stockholders’ equity are as follows:
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
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2024 |
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2023 |
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2024 |
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Beginning balance |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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Purchase of treasury stock |
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( |
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( |
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( |
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( |
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Net loss |
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( |
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( |
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( |
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( |
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Ending balance |
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$ |
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$ |
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$ |
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$ |
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Net revenue is comprised of the following:
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Three months ended September 30, |
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Nine months ended September 30, |
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2023 |
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2024 |
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2023 |
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2024 |
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Audio |
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$ |
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$ |
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$ |
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$ |
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Digital |
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Other |
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- |
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- |
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$ |
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$ |
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$ |
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$ |
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The Company recognizes revenue when it satisfies a performance obligation under a contract with an advertiser. The transaction price is allocated to performance obligations based on executed contracts, which represent relative standalone selling prices. Payment is generally due within 30 days, although certain advertisers are required to pay in advance. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. The Company has elected to use the practical expedient to expense sales commissions as incurred. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheets. Substantially all deferred revenue is recognized within 12 months of the payment date.
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December 31, |
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September 30, |
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2023 |
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2024 |
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Deferred revenue |
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$ |
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$ |
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Audio revenue includes revenue from the sale or trade of aired commercial spots to advertisers directly or through national, regional or local advertising agencies. Each commercial spot is considered a performance obligation. Revenue is recognized when the commercial spots have aired. Trade sales are recorded at the estimated fair value of the goods or services received. If commercial spots are aired before the goods or services are received, then a trade sales receivable is recorded. If goods or services are received before the commercial spots are aired, then a trade sales payable is recorded. Other revenue includes revenue from concerts, promotional events, talent fees and other miscellaneous items. Such revenue is generally recognized when the concert, promotional event, or talent services are completed.
9
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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December 31, |
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September 30, |
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2023 |
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2024 |
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Trade sales receivable |
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$ |
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$ |
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Trade sales payable |
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|
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
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|
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2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
||||
Trade sales revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Digital revenue includes revenue from the sale of streamed commercial spots, station-owned assets and third-party products. Each streamed commercial spot, station-owned asset and third-party product is considered a performance obligation. Revenue is recognized when the commercial spots have streamed. Station-owned assets are generally scheduled over a period of time and revenue is recognized over time as the digital items are used for advertising content, except for streamed commercial spots. Third-party products are generally scheduled over a period of time with an impression target each month. Revenue from the sale of third-party products is recognized over time as the digital items are used for advertising content and impression targets are met each month. The Company assesses each digital sales order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue.
As a result of the Reverse Stock Split effected on September 23, 2024, consistent with the terms of the 2007 Plan and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share. Furthermore, the exercise prices of any outstanding options under the 2007 Plan were proportionately increased based on the Reverse Stock Split ratio, and the resulting exercise prices were rounded up to the nearest whole cent. All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the Reverse Stock Split.
The 2007 Plan permits the Company to issue up to
A summary of restricted stock unit activity is presented below:
|
|
Units |
|
|
Weighted-Average Grant-Date Fair Value |
|
||
Unvested as of July 1, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested as of September 30, 2024 |
|
|
|
|
$ |
|
As of September 30, 2024, there was $
The Company’s effective tax rate was (
10
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Earnings per share calculation information is as follows:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
||||
Net loss attributable to BBGI stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted-average shares outstanding(1): |
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|
|
|
|
|
|
|
|
|
|
||||
Basic |
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|
|
|
|
|
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|
|
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|
||||
Effect of dilutive restricted stock units |
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|
|
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|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to BBGI stockholders per Class A and Class B common share – basic and diluted(1) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The Company excluded the effect of restrictive stock units and restricted stock under the treasury stock method when reporting a net loss as the addition of shares was anti-dilutive. As a result, the Company excluded
The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximates fair value due to the short-term nature of these financial instruments.
The estimated fair value of the Existing Notes, based on available market information, was $
The Company currently operates two operating and reportable segments (Audio and Digital). The Company also operated an
esports segment until December 13, 2023. The identification of segments is consistent with how the segments report to and are
managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker). The Audio segment generates
revenue primarily from the sale of commercial advertising to customers of the Company’s stations in the following markets: 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. The Digital segment generates revenue primarily
from the sale of digital advertising to customers of the Company’s stations and other advertisers throughout the United States.
Corporate expenses includes general and administrative expenses and certain other income and expense items not allocated to the
operating segments. Non-operating corporate items, including interest expense and income taxes, are reported in the accompanying
condensed consolidated statements of net loss.
Reportable segment information for the three months ended September 30, 2024 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Corporate expenses |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill impairment losses |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Operating income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
11
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Capital expenditures |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
Reportable segment information for the three months ended September 30, 2023 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Other |
|
|
Corporate |
|
|
Total |
|
|||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Corporate expenses |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FCC licenses impairment losses |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Goodwill impairment losses |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Operating income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Audio |
|
|
Digital |
|
|
Other |
|
|
Corporate |
|
|
Total |
|
|||||
Capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
Reportable segment information for the nine months ended September 30, 2024 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Corporate expenses |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill impairment losses |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Capital expenditures |
|
$ |
|
|
$ |
- |
|
|
$ |
|
|
$ |
|
Reportable segment information for the nine months ended September 30, 2023 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Other |
|
|
Corporate |
|
|
Total |
|
|||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
||||
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Corporate expenses |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
FCC licenses impairment losses |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Goodwill impairment losses |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Operating income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
Audio |
|
|
Digital |
|
|
Other |
|
|
Corporate |
|
|
Total |
|
|||||
Capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Reportable segment information as of September 30, 2024 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Property and equipment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
FCC licenses |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Other intangibles, net |
|
|
|
|
|
|
|
|
|
|
|
|
Reportable segment information as of December 31, 2023 is as follows:
12
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
|
Audio |
|
|
Digital |
|
|
Other |
|
|
Corporate |
|
|
Total |
|
|||||
Property and equipment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
FCC licenses |
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Goodwill |
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Other intangibles, net |
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
On September 23, 2024, the Company effected the Reverse Stock Split. As a result of the Reverse Stock Split, every 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 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 $
In addition, consistent with the terms of the 2007 Plan and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share. 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 decreased number of shares resulting from the Reverse Stock Split.
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 $
On the Settlement Date, the Issuer entered into (i) a new indenture (the “New Notes Indenture”) governing its New Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens and (ii) a new indenture (the “Exchange Notes Indenture”) governing its Exchange Notes, which are fully and unconditionally secured by liens on the Collateral on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Exchange Notes Indenture and New Notes Indenture. The New Notes Indenture and the Exchange Notes Indenture contain restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or
13
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.
On the Settlement Date, the Issuer also entered into the Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Existing Notes Indenture. On the Settlement Date, the Company entered into a common stock purchase agreement for the issuance and sale of