BEASLEY BROADCAST GROUP INC - Quarter Report: 2022 March (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File

No. 000-29253

BEASLEY BROADCAST GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		65-0960915
(State of Incorporation)		(I.R.S. Employer Identification Number)

3033 Riviera Drive, Suite 200

Naples, Florida 34103

(Address of Principal Executive Offices and Zip Code)

(239)

263-5000

(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
Class A Common Stock, par value $0.001 per share	BBGI	Nasdaq Global Market

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. Yes ☒ No ☐

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). Yes

☒ No ☐

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.

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 ☐ No ☒

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, 12,731,019 Shares Outstanding as of May

, 2022

Class B Common Stock, $0.001 par value, 16,662,743 Shares Outstanding as of May

2022

Table of Contents

INDEX


		Page No.
	PART I

	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements.		3

	Notes to Condensed Consolidated Financial Statements.		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		11

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		16

Item 4.	Controls and Procedures.		16

	PART II

	OTHER INFORMATION

Item 1.	Legal Proceedings.		17

Item 1A.	Risk Factors.		17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		17

Item 3.	Defaults Upon Senior Securities.		17

Item 4.	Mine Safety Disclosures.		17

Item 5.	Other Information.		17

Item 6.	Exhibits.		18

SIGNATURES			19

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BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	December 31, 2021			March 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	51,378,642		$	50,706,697
Accounts receivable, less allowance for doubtful accounts of $1,720,477 in 2021 and $1,510,422 in 2022		53,378,437			42,112,420
Prepaid expenses		4,044,056			3,830,697
Other current assets		3,397,418			2,864,958

Total current assets		112,198,553			99,514,772
Property and equipment, net		49,843,166			49,425,164
Operating lease right-of-use assets		34,155,175			34,398,390
Finance lease right-of-use assets		320,000			316,667
FCC licenses		508,413,913			506,556,687
Goodwill		28,596,547			28,596,547
Other intangibles, net		22,697,207			22,035,202
Other assets		5,863,501			5,789,238

Total assets	$	762,088,062		$	746,632,667

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	6,995,081		$	7,356,456
Operating lease liabilities		7,693,831			7,666,536
Finance lease liabilities		1,945			—
Other current liabilities		29,811,226			22,786,966

Total current liabilities		44,502,083			37,809,958
Due to related parties		372,193			348,015
Long-term debt, net of unamortized debt issuance costs		293,789,892			294,170,103
Operating lease liabilities		28,747,450			29,029,363
Deferred tax liabilities		115,689,317			109,832,130
Other long-term liabilities		15,904,829			15,902,094

Total liabilities		499,005,764			487,091,663
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued		—			—
Class A common stock, $0.001 par value; 150,000,000 shares authorized; 16,249,312 issued and 12,696,857 outstanding in 2021; 16,292,646 issued and 12,723,984 outstanding in 2022		16,248			16,291
Class B common stock, $0.001 par value; 75,000,000 shares authorized; 16,662,743 issued and outstanding in 2021 and 2022		16,662			16,662
Additional paid-in capital		150,896,611			151,123,818
Treasury stock, Class A common stock; 3,552,455 shares in 2021; 3,568,662 shares in 2022		(29,021,360	)		(29,050,959	)
Retained earnings		142,220,494			138,481,549
Accumulated other comprehensive loss		(1,046,357	)		(1,046,357	)

Total stockholders’ equity		263,082,298			259,541,004

Total liabilities and stockholders’ equity	$	762,088,062		$	746,632,667

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BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)


	Three Months Ended March 31,
	2021			2022
Net revenue	$	48,212,040		$	55,720,268

Operating expenses:
Operating expenses (including stock-based compensation of $70,931 in 2021 and $78,223 in 2022 and excluding depreciation and amortization shown separately below)		42,967,871			49,830,436
Corporate expenses (including stock-based compensation of $449,870 in 2021 and $149,027 in 2022)		3,905,289			4,233,460
Depreciation and amortization		2,951,901			2,515,900
Impairment loss		—			1,857,226
Gain on disposition		(191,988	)		—
Other operating expense s		1,100,000			—

Total operating expenses		50,733,073			58,437,022

Operating loss		(2,521,033	)		(2,716,754	)
Non-operating income (expense):
Interest expense		(5,778,071	)		(6,849,037	)
Loss on extinguishment of long-term debt		(4,996,731	)		—
Other income, net		38,413			872

Loss before income taxes		(13,257,422	)		(9,564,919	)
Income tax benefit		(2,602,886	)		(5,849,318	)

Loss before equity in earnings of unconsolidated affiliates		(10,654,536	)		(3,715,601	)
Equity in earnings of unconsolidated affiliates, net of tax		(30,105	)		(23,344	)

Net loss		(10,684,641	)		(3,738,945	)
Earnings attributable to noncontrolling interest		129,249			—

Net loss attributable to BBGI stockholders	$	(10,555,392	)		(3,738,945	)

Net loss attributable to BBGI stockholders per Class A and Class B common share:
Basic and diluted	$	(0.36	)	$	(0.13	)
Weighted average shares outstanding:
Basic and diluted		29,302,799			29,370,789

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BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three Months Ended March 31,
	2021			2022
Cash flows from operating activities:
Net loss	$	(10,684,641	)	$	(3,738,945	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation		520,801			227,250
Provision for bad debts		(1,472,165	)		77,498
Depreciation and amortization		2,951,901			2,515,900
Impairment loss		—			1,857,226
Gain on disposition		(191,988	)		—
Amortization of loan fees		411,363			380,211
Loss on extinguishment of long-term debt		4,996,731			—
Deferred income taxes		(2,602,886	)		(5,849,318	)
Equity in earnings of unconsolidated affiliates		30,105			23,344
Change in operating assets and liabilities:
Accounts receivable		12,180,235			11,188,519
Prepaid expenses		(1,399,765	)		213,359
Other assets		1,286,882			570,082
Accounts payable		(5,814,875	)		361,375
Other liabilities		1,870,041			(7,069,648	)
Other operating activities		272,268			(21,479	)

Net cash provided by operating activities		2,354,007			735,374

Cash flows from investing activities:
Capital expenditures		(1,029,268	)		(1,375,775	)
Proceeds from dispositions		362,500			—

Net cash used in investing activities		(666,768	)		(1,375,775	)

Cash flows from financing activities:
Issuance of debt		310,000,000			—
Payments on debt		(268,500,000	)		—
Payment of debt issuance costs		(7,604,215	)		—
Reduction of finance lease liabilities		(17,543	)		(1,945	)
Purchase of treasury stock		(114,308	)		(29,599	)

Net cash provided by (used in) financing activities		33,763,934			(31,544	)

Net increase (decrease) in cash and cash equivalents		35,451,173			(671,945	)
Cash and cash equivalents at beginning of period		20,759,432			51,378,642

Cash and cash equivalents at end of period	$	56,210,605		$	50,706,697

Cash paid for interest	$	1,836,787		$	12,937,576

Cash paid for income taxes	$	1,374,403		$	61,000

Supplemental disclosure of non-cash investing and financing activities:
Acquisition of noncontrolling interest	$	4,490,130		$	—

Extinguishment of trade sales payable	$	934,500		$	—

Class A common stock returned to treasury stock	$	670,594		$	—

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BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) Interim Financial Statements

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, 2021. 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.

(2) Disposition

On April 1, 2022, the Company completed the sale of substantially all of the assets used in the operations of

WWNN-AM

in West Palm Beach-Boca Raton, FL to a third party for $1.25

million in cash. As a result of the sale, the Company recorded an impairment loss of

$1.9

million related to the FCC license during the first quarter of 2022.

(3) Long-Term Debt

Long-term debt is comprised of the following:


	December 31, 2021			March 31, 2022
Secured notes	$	300,000,000		$	300,000,000
Less unamortized debt issuance costs		(6,210,108	)		(5,829,897	)

	$	293,789,892		$	294,170,103

On February 2, 2021, the Company issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Notes”) under an indenture dated February 2, 2021 (the “Indenture”). Interest on the Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. 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 its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries. Prior to February 1, 2025, the Company will be subject to certain premiums, as defined in the Indenture, for optional or mandatory (upon certain contingent events) redemption of some or all of the Notes.

In April 2022, the Company repurchased

$5.0 million aggregate principal amount of the Notes for an aggregate price equal to 96

% of the principal amount. As a result of the repurchase, the Company recorded an aggregate gain on extinguishment of long-term debt of

$0.1 million during the

second

quarter of 2022.

(4) Stockholders’ Equity

The changes in stockholders’ equity are as follows:


	Three months ended March 3 1 ,
	2021			2022
Beginning balance	$	267,101,820		$	263,082,298
Stock-based compensation		520,801			227,250
Acquisition of noncontrolling interest		(4,490,130	)		—
Purchase of treasury stock		(784,902	)		(29,599	)
Net loss		(10,684,641	)		(3,738,945	)
Elimination of noncontrolling interest		1,076,849			—

Ending balance	$	252,739,797		$	259,541,004

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BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(5) Net Revenue

Net revenue is comprised of the following:


	Three months ended March 31,
	2021		2022
Audio	$	41,729,602	$	47,365,145
Digital		5,763,728		7,808,250
Other		718,710		546,873

	$	48,212,040	$	55,720,268

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 sheet. Substantially all deferred revenue is recognized within twelve months of the payment date.


	December 31, 2021		March 31, 2022
Deferred revenue	$	3,085,370	$	3,092,825


	Three months ended March 31,
	2021		2022
Losses on receivables	$	1,095,313	$	287,553

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.


	December 31, 2021		March 31, 2022
Trade sales receivable	$	881,885	$	934,421
Trade sales payable		614,467		636,476


	Three months ended March 31,
	2021		2022
Trade sales revenue	$	929,597	$	1,372,573

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.

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BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(6) Stock-Based Compensation

The Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”) permits the Company to issue up to 7.5

million shares of Class A common stock. The 2007 Plan allows for eligible employees, directors and certain consultants of the Company to receive restricted stock units, shares of restricted stock, stock options or other stock-based awards. The restricted stock units that have been granted under the 2007 Plan generally vest over one to five years of service.

A summary of restricted stock unit activity is presented below:


	Units			Weighted- Average Grant-Date Fair Value
Unvested as of January 1, 2022		940,834		$	2.77
Granted		26,316			1.90
Vested		(43,334	)		2.63
Forfeited		(5,000	)		2.85

Unvested as of March 31, 2022		918,816		$	2.75

As of March 31, 2022, there was $1.6 million of total unrecognized compensation cost for restricted stock units granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of 2.2 years.

(7) Income Taxes

The Company’s effective tax rate was 20% and 61% for the three months ended March 31, 2021 and 2022, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain

non-taxable

income, and certain expenses that are not deductible for tax purposes.

(8) Earnings Per Share

Earnings per share calculation information is as follows:


	Three months ended March 31,
	2021			2022
Net loss attributable to BBGI stockholders	$	(10,555,392	)	$	(3,738,945	)

Weighted-average shares outstanding:
Basic		29,302,799			29,370,789
Effect of dilutive restricted stock units and restricted stock		—			—

Diluted		29,302,799			29,370,789

Net loss attributable to BBGI stockholders per Class A and Class B common share – basic and diluted	$	(0.36	)	$	(0.13	)

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. The number of shares excluded was 32,166 and 178,625 for the three months ended March 31, 2021 and 2022, respectively.

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BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(9) Financial Instruments

The carrying amount of the Company’s financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these financial instruments.

The estimated fair value of the Notes, based on available market information, was

$295.9 million and $284.3

million as of December 31, 2021 and March 31, 2022, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Notes.

(10) Segment Information

The Company currently operates three operating segments (Audio, Digital, esports) and two reportable segments (Audio, Digital). 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 radio stations in the following radio markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, Tampa-Saint Petersburg, FL, and Wilmington, DE. The Digital segment generates revenue primarily from the sale of digital advertising to customers of the Company’s radio stations and other advertisers throughout the United States. Corporate 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 comprehensive loss.

Reportable segment information for the three months ended March 31, 2022 is as follows:


	Audio		Digital			Other			Corporate			Total
Net revenue	$	47,365,145	$	7,808,250		$	546,873		$	—		$	55,720,268

Operating expenses		40,683,812		8,401,763			744,861			—			49,830,436
Corporate expenses		—		—			—			4,233,460			4,233,460
Depreciation and amortization		1,621,827		4,464			695,348			194,261			2,515,900
Impairment loss		1,857,226		—			—			—			1,857,226

Operating income (loss)	$	3,202,280	$	(597,977	)	$	(893,336	)	$	(4,427,721	)	$	(2,716,754	)


	Audio		Digital			Other			Corporate			Total
Capital expenditures	$	1,181,994	$	1,844		$	60,682		$	142,230		$	1,386,750

Reportable segment information for the three months ended March 31, 2021 is as follows:


	Audio			Digital			Other			Corporate			Total
Net revenue	$	41,729,602		$	5,763,728		$	718,710		$	—		$	48,212,040

Operating expenses		34,735,469			7,257,915			974,487			—			42,967,871
Corporate expenses		—			—			—			3,905,289			3,905,289
Depreciation and amortization		2,004,377			—			811,903			135,621			2,951,901
Gain on disposition		(191,988	)		—			—			—			(191,988	)
Other operating expense s		500,000			—			—			600,000			1,100,000

Operating income (loss)	$	4,681,744		$	(1,494,187	)	$	(1,067,680	)	$	(4,640,910	)	$	(2,521,033	)


	Audio			Digital			Other			Corporate			Total
Capital expenditures	$	712,945		$	—		$	2,852		$	313,471		$	1,029,268

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BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Reportable segment information as of March 31, 2022 is as follows:


	Audio		Digital		Other		Corporate		Total
Property and equipment, net	$	45,272,758	$	71,927	$	81,543	$	3,998,936	$	49,425,164
FCC licenses		506,556,687		—		—		—		506,556,687
Goodwill		25,377,447		—		3,219,100		—		28,596,547
Other intangibles, net		1,940,820		—		19,914,719		179,663		22,035,202

Reportable segment information as of December 31, 2021 is as follows:


	Audio		Digital		Other		Corporate		Total
Property and equipment, net	$	45,696,008	$	74,547	$	21,644	$	4,050,967	$	49,843,166
FCC licenses		508,413,913		—		—		—		508,413,913
Goodwill		25,377,447		—		3,219,100		—		28,596,547
Other intangibles, net		1,974,093		—		20,543,451		179,663		22,697,207

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate radio stations in the following radio markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, Tampa-Saint Petersburg, FL, and Wilmington, DE. We refer to each group of radio stations in each radio market as a market cluster. Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events. All statements other than statements of historical fact included in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.

Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:

•

the effects of the

COVID-19

pandemic, including its potential effects on the economic environment and the Company’s results of operations, liquidity and financial condition, and the increased risk of impairments of the Company’s Federal Communications Commission (“FCC”) licenses and/or goodwill;

•

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

•

the ability of the Company’s radio stations to compete effectively in their respective markets for advertising revenues;

•

the ability of the Company to develop compelling and differentiated digital content, products and services;

•

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

•

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

•

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

•

actions by the FCC or new legislation affecting the radio industry;

•

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

•

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

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•

credit risk on the Company’s accounts receivable;

•

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

•

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

•

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

•

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

•

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

•

the loss of key personnel;

•

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

•

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

•

other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. We do not intend, and undertake no obligation, to update any forward-looking statement.

Financial Statement Presentation

The following discussion provides a brief description of certain key items that appear in our financial statements and general factors that impact these items.

Net Revenue.

Our net revenue is primarily derived from the sale of commercial spots to advertisers directly or through national, regional or local advertising agencies. Revenues are reported at the amount we expect to be entitled to receive under the contract. Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a radio station’s local market, either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of commercial advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

Our net revenue is generally determined by the advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels. Advertising rates are primarily based on the following factors:

•

a radio station’s audience share in the demographic groups targeted by advertisers as measured principally 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 same demographic groups;

•

the supply of, and demand for, radio advertising time; and

•

the size of the market.

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Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our radio market clusters. Seasonal revenue fluctuations are also common in the radio broadcasting industry and are primarily due to variations in advertising expenditures by local and national advertisers. Our revenues typically are lowest in the first calendar quarter of the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter of such years.

We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime.

We also continue to invest in digital support services to develop and promote our radio station websites, applications, and other distribution platforms. We derive revenue from our websites through the sale of advertiser promotions and advertising on our websites and the sale of advertising airtime during audio streaming of our radio stations over the internet. We also generate revenue from selling third-party digital products and services.

Operating Expenses.

Our operating expenses consist primarily of programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our 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

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

•

it involves a significant level of estimation uncertainty; and

•

changes in the estimate or different estimates that could have been selected have had or are reasonably likely to have a material impact on our results of operations or financial condition.

Our critical accounting estimates are described in Item 7 of our Annual Report on Form

10-K

for the year ended December 31, 2021. There have been no additional material changes to our critical accounting estimates during the three months ended March 31, 2022.

Recent Accounting Pronouncements

There were no recent accounting pronouncements that have or will have a material effect on our financial condition or results of operations.

Three Months Ended March 31, 2022 Compared to the Three Months Ended March 31, 2021

The following summary table presents a comparison of our results of operations for the three months ended March 31, 2021 and 2022, with respect to certain of our key financial measures. These changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

Results of Operations - Consolidated


	Three Months ended March 31,				Change
	2021		2022		$			%
Net revenue	$	48,212,040	$	55,720,268	$	7,508,228			15.6	%
Operating expenses		42,967,871		49,830,436		6,862,565			16.0
Corporate expenses		3,905,289		4,233,460		328,171			8.4
Impairment loss		—		1,857,226		1,857,226			—
Other operating expenses		1,100,000		—		(1,100,000	)		(100.0	)
Interest expense		5,778,071		6,849,037		1,070,966			18.5
Loss on extinguishment of long-term debt		4,996,731		—		(4,996,731	)		(100.0	)
Income tax benefit		2,602,886		5,849,318		3,246,432			124.7
Net loss		10,684,641		3,738,945		(6,945,696	)		(65.0	)

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Results of Operations - Segments


	Three Months ended March 31,				Change
	2021		2022		$			%
Net revenue
Audio	$	41,729,602	$	47,365,145	$	5,635,543			13.5	%
Digital		5,763,728		7,808,250		2,044,522			35.5
Other		718,710		546,873		(171,837	)		(23.9	)

	$	48,212,040	$	55,720,268	$	7,508,228			15.6

Operating expenses
Audio	$	34,735,469	$	40,683,812	$	5,948,343			17.1	%
Digital		7,257,915		8,401,763		1,143,848			15.8
Other		974,487		744,861		(229,626	)		(23.6	)

	$	42,967,871	$	49,830,436	$	6,862,565			16.0

Net Revenue.

Net revenue increased $7.5 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. Audio revenue increased $5.6 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to continued recovery from the

COVID-19

pandemic. Digital revenue increased $2.0 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to continued growth in the digital segment.

Operating Expenses.

Operating expenses increased $6.9 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. Audio operating expenses increased $5.9 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to continued recovery from the

COVID-19

pandemic. Digital operating expenses increased $1.1 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to continued investment in the digital segment.

Corporate Expenses.

Corporate expenses increased $0.3 million during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primary due to an increase in contract services.

Impairment Loss.

On April 1, 2022, we completed the sale of substantially all of the assets used in the operations of

WWNN-AM

in West Palm Beach-Boca Raton, FL to a third party for $1.25 million in cash. As a result of the sale, we recorded an impairment loss of $1.9 million related to the FCC license during the first quarter of 2022.

Other Operating Expenses.

Other operating expenses for the three months ended March 31, 2021 include payments of $0.6 million for consulting services related to the

COVID-19

pandemic and expenses of $0.5 million related to the early termination of a programming contract.

Interest Expense.

Interest expense increased $1.1 million during the three months ended March 31, 2022, as compared to the three months ended March 31, 2021. The primary factors affecting interest expense were an increase in long-term debt outstanding and the applicable interest rate.

Loss on Extinguishment of Long-Term Debt.

We recorded a loss on extinguishment of long-term debt of $5.0 million during the three months ended March 31, 2021, resulting from the issuance of the Notes (as defined below) on February 2, 2021 and the use of proceeds to repay the credit facility.

Income Tax Benefit.

Our effective tax rate was approximately 20% and 61% for the three months ended March 31, 2021 and 2022, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain

non-taxable

income, and certain expenses that are not deductible for tax purposes.

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Net Loss.

Net loss for the three months ended March 31, 2022 was $3.7 million compared to net loss of $10.7 million for the three months ended March 31, 2021 as a result of the factors described above.

Liquidity and Capital Resources

Overview.

Our primary sources of liquidity is internally generated cash flow and cash on hand. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and radio station 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.

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

Secured Notes.

On February 2, 2021, we issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Notes”) under an indenture dated February 2, 2021 (the “Indenture”). Interest on the Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. 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.

From time to time, we repurchase sufficient shares of our common stock to fund withholding taxes in connection with the vesting of restricted stock units. We paid approximately $30,000 to repurchase 16,207 shares during the three months ended March 31, 2022. From time to time, we may seek to repurchase, redeem or otherwise retire our Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

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

•

internally generated cash flow;

•

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

•

additional equity offerings.

We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next twelve months and thereafter. However, poor financial results or unanticipated expenses could give rise to default under the Notes, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect, and we may not secure financing when needed or on acceptable terms.

Off-Balance

Sheet Arrangements.

We did not have any

off-balance

sheet arrangements as of March 31, 2022.

Cash Flows

. The following summary table presents a comparison of our cash flows for the three months ended March 31, 2021 and 2022 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

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	Three Months ended March 31,
	2021			2022
Net cash provided by operating activities	$	2,354,007		$	735,374
Net cash used in investing activities		(666,768	)		(1,375,775	)
Net cash provided by (used in) financing activities		33,763,934			(31,544	)

Net increase (decrease) in cash and cash equivalents	$	35,451,173		$	(671,945	)

Net Cash Provided By Operating Activities.

Net cash provided by operating activities was $0.7 million during the three months ended March 31, 2022, as compared to net cash provided by operating activities of $2.4 million during the three months ended March 31, 2021. Significant factors affecting the $1.6 million decrease in net cash provided by operating activities included an $11.1 million increase in interest payments, partially offset by a $6.1 million increase in cash receipts from revenue, a $1.7 million decrease in cash paid for operating expenses and a $1.3 million decrease in income tax payments.

Net Cash Used In Investing Activities.

Net cash used in investing activities during the three months ended March 31, 2022 included payments of $1.4 million for capital expenditures. Net cash used in investing activities for the same period in 2021 included payments of $1.0 million for capital expenditures.

Net Cash Provided By (Used In) Financing Activities.

Net cash provided by financing activities during the three months ended March 31, 2021 included proceeds of $300.0 million from the issuance of the Notes and proceeds from a $10.0 million loan pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act, partially offset by credit facility and promissory note repayments of $263.5 million, repayment of a $5.0 million loan provided by George Beasley, and payments of $7.6 million for debt issuance costs related to the Notes.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule

13a-15(b)

as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We currently and from time to time are involved in ordinary routine litigation and are the subject of threats of litigation that are incidental to the conduct of our business. These include indecency claims and related proceedings at the FCC, as well as claims and threatened claims by private third parties. However, we are not a party to any lawsuit or other proceedings, or the subject of any threatened lawsuit or other proceedings, which, in the opinion of management, is likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risks affecting our Company as previously disclosed in Item 1A, “Risk Factors” of our annual report on Form

10-K

for the year ended December 31, 2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Repurchases of Equity Securities

The following table presents information with respect to purchases we made of our Class A common stock during the three months ended March 31, 2022.


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
January 1 – 31, 2022		4,400	$	1.85		—		—
February 1 – 28, 2022		—		—		—		—
March 1 – 31, 2022		11,807		1.82		—		—

Total		16,207

On March 27, 2007, our board of directors approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”). The original ten year term of the 2007 Plan ended on March 27, 2017. Our stockholders approved an amendment to the 2007 Plan at the Annual Meeting of Stockholders on June 8, 2017 to, among other things, extend the term of the 2007 Plan until March 27, 2027. 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. All shares purchased during the three months ended March 31, 2022 were purchased to fund withholding taxes in connection with the vesting of restricted stock units.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.


Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).

32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.

32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.

101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema Document.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BEASLEY BROADCAST GROUP, INC.

Dated: May 9, 2022	/s/ Caroline Beasley
	Name:	Caroline Beasley
	Title:	Chief Executive Officer (principal executive officer)

Dated: May 9, 2022	/s/ Marie Tedesco
	Name:	Marie Tedesco
	Title:	Chief Financial Officer (principal financial and accounting officer)