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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 

FORM 10-Q

 

[X]

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

 

For the Quarterly Period Ended September 30, 2023

 

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: 000-29253

 

BEASLEY BROADCAST GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

65-0960915

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

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.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

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, 13,303,369 Shares Outstanding as of October 27, 2023

 

Class B Common Stock, $0.001 par value, 16,662,743 Shares Outstanding as of October 27, 2023

 

 

 

 


 

INDEX

 

 

 

 

Page

No.

 

 

 

 

PART I

 

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements.

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements.

 

7

 

 

 

 

Item 2.

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

 

16

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

24

 

 

 

 

Item 4.

Controls and Procedures.

 

24

 

 

 

 

PART II

 

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings.

 

25

 

 

 

 

Item 1A.

Risk Factors.

 

25

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

26

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

26

 

 

 

 

Item 4.

Mine Safety Disclosures.

 

26

 

 

 

 

Item 5.

Other Information.

 

26

 

 

 

 

Item 6.

Exhibits.

 

27

 

 

 

 

SIGNATURES

 

28

 

 


 

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

 

December 31,

 

 

September 30,

 

 

 

2022

 

 

2023

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

39,534,653

 

 

$

29,665,464

 

Accounts receivable, less allowance for credit losses of $1,876,751 in 2022 and
   $
1,803,068 in 2023

 

 

56,683,526

 

 

 

47,686,751

 

Prepaid expenses

 

 

5,078,231

 

 

 

10,636,324

 

Other current assets

 

 

4,364,120

 

 

 

3,331,191

 

Total current assets

 

 

105,660,530

 

 

 

91,319,730

 

Property and equipment, net

 

 

55,807,047

 

 

 

52,479,386

 

Operating lease right-of-use assets

 

 

38,478,756

 

 

 

36,629,732

 

Finance lease right-of-use assets

 

 

306,667

 

 

 

296,667

 

FCC licenses

 

 

487,249,798

 

 

 

393,976,500

 

Goodwill

 

 

13,265,460

 

 

 

2,683,100

 

Other intangibles, net

 

 

8,219,939

 

 

 

7,493,876

 

Assets held for sale

 

 

-

 

 

 

4,827,864

 

Other assets

 

 

5,955,158

 

 

 

4,674,332

 

Total assets

 

$

714,943,355

 

 

$

594,381,187

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

19,344,621

 

 

$

15,379,755

 

Operating lease liabilities

 

 

8,166,394

 

 

 

8,342,355

 

Other current liabilities

 

 

29,183,630

 

 

 

24,624,951

 

Total current liabilities

 

 

56,694,645

 

 

 

48,347,061

 

Due to related parties

 

 

85,731

 

 

 

62,697

 

Long-term debt, net of unamortized debt issuance costs

 

 

285,472,107

 

 

 

283,612,363

 

Operating lease liabilities

 

 

37,485,602

 

 

 

35,180,442

 

Deferred tax liabilities

 

 

98,068,981

 

 

 

71,090,989

 

Other long-term liabilities

 

 

13,647,481

 

 

 

13,639,276

 

Total liabilities

 

 

491,454,547

 

 

 

451,932,828

 

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; 16,763,227
   issued and
13,113,659 outstanding in 2022; 17,025,209 issued and 13,303,369
   outstanding in 2023

 

 

16,761

 

 

 

17,023

 

Class B common stock, $0.001 par value; 75,000,000 shares authorized; 16,662,743
   issued and outstanding in 2022 and 2023

 

 

16,662

 

 

 

16,662

 

Additional paid-in capital

 

 

151,948,310

 

 

 

152,481,469

 

Treasury stock, Class A common stock; 3,649,568 shares in 2022; 3,721,840 shares
   in 2023

 

 

(29,155,300

)

 

 

(29,225,138

)

Retained earnings

 

 

100,163,064

 

 

 

18,659,032

 

Accumulated other comprehensive income

 

 

499,311

 

 

 

499,311

 

Total stockholders' equity

 

 

223,488,808

 

 

 

142,448,359

 

Total liabilities and stockholders' equity

 

$

714,943,355

 

 

$

594,381,187

 

 

3


 

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

 

 

 

Three Months Ended September 30,

 

 

 

2022

 

 

2023

 

Net revenue

 

$

63,823,288

 

 

$

60,119,757

 

Operating expenses:

 

 

 

 

 

 

Operating expenses (including stock-based compensation of $60,892 in 2022
   and $
37,041 in 2023 and excluding depreciation and amortization shown
   separately below)

 

 

51,511,699

 

 

 

50,117,044

 

Corporate expenses (including stock-based compensation of $209,202 in 2022
   and $
140,773 in 2023)

 

 

5,132,362

 

 

 

4,493,277

 

Depreciation and amortization

 

 

2,456,646

 

 

 

2,201,664

 

FCC licenses impairment losses

 

 

-

 

 

 

78,204,065

 

Goodwill impairment loss

 

 

-

 

 

 

10,582,360

 

Total operating expenses

 

 

59,100,707

 

 

 

145,598,410

 

Operating income (loss)

 

 

4,722,581

 

 

 

(85,478,653

)

Non-operating income (expense):

 

 

 

 

 

 

Interest expense

 

 

(6,621,540

)

 

 

(6,445,746

)

Other income, net

 

 

1,166,430

 

 

 

1,106,918

 

Loss before income taxes

 

 

(732,529

)

 

 

(90,817,481

)

Income tax benefit

 

 

(1,252,669

)

 

 

(23,299,388

)

Income (loss) before equity in earnings of unconsolidated affiliates

 

 

520,140

 

 

 

(67,518,093

)

Equity in earnings of unconsolidated affiliates, net of tax

 

 

(22,072

)

 

 

(18,744

)

Net income (loss)

 

 

498,068

 

 

 

(67,536,837

)

Net income (loss) per Class A and Class B common share:

 

 

 

 

 

 

Basic and diluted

 

$

0.02

 

 

$

(2.25

)

Weighted average shares outstanding:

 

 

 

 

 

 

Basic

 

 

29,546,324

 

 

 

29,962,613

 

Diluted

 

 

29,715,361

 

 

 

29,962,613

 

 

4


 

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2023

 

Net revenue

 

$

184,354,006

 

 

$

181,360,600

 

Operating expenses:

 

 

 

 

 

 

Operating expenses (including stock-based compensation of $214,483 in 2022
   and $
109,261 in 2023 and excluding depreciation and amortization shown
   separately below)

 

 

155,147,840

 

 

 

152,098,261

 

Corporate expenses (including stock-based compensation of $661,691 in 2022
   and $
424,160 in 2023)

 

 

13,933,292

 

 

 

13,381,403

 

Depreciation and amortization

 

 

7,423,648

 

 

 

6,626,974

 

FCC licenses impairment losses

 

 

4,619,772

 

 

 

88,245,065

 

Goodwill impairment losses

 

 

5,856,551

 

 

 

10,582,360

 

Total operating expenses

 

 

186,981,103

 

 

 

270,934,063

 

Operating loss

 

 

(2,627,097

)

 

 

(89,573,463

)

Non-operating income (expense):

 

 

 

 

 

 

Interest expense

 

 

(20,293,794

)

 

 

(19,764,067

)

Other income, net

 

 

1,357,512

 

 

 

1,684,168

 

Loss before income taxes

 

 

(21,563,379

)

 

 

(107,653,362

)

Income tax benefit

 

 

(3,874,646

)

 

 

(26,285,207

)

Loss before equity in earnings of unconsolidated affiliates

 

 

(17,688,733

)

 

 

(81,368,155

)

Equity in earnings of unconsolidated affiliates, net of tax

 

 

141,154

 

 

 

(135,877

)

Net loss

 

 

(17,547,579

)

 

 

(81,504,032

)

 

 

 

 

 

 

 

Net loss per Class A and Class B common share:

 

 

 

 

 

 

Basic and diluted

 

$

(0.60

)

 

$

(2.73

)

Weighted average shares outstanding:

 

 

 

 

 

 

Basic and diluted

 

 

29,445,998

 

 

 

29,867,820

 

 

5


 

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(17,547,579

)

 

$

(81,504,032

)

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

 

 

 

 

 

 

Stock-based compensation

 

 

876,174

 

 

 

533,421

 

Provision for credit losses

 

 

853,938

 

 

 

1,006,830

 

Depreciation and amortization

 

 

7,423,648

 

 

 

6,626,974

 

FCC licenses impairment losses

 

 

4,619,772

 

 

 

88,245,065

 

Goodwill impairment losses

 

 

5,856,551

 

 

 

10,582,360

 

Amortization of loan fees

 

 

1,123,935

 

 

 

1,097,214

 

Gain on debt purchases

 

 

(1,131,346

)

 

 

(973,208

)

Deferred income taxes

 

 

(4,232,949

)

 

 

(26,977,992

)

Equity in earnings of unconsolidated affiliates

 

 

(141,154

)

 

 

135,877

 

Change in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

5,827,751

 

 

 

7,989,945

 

Prepaid expenses

 

 

(5,925,056

)

 

 

(5,558,093

)

Other assets

 

 

(1,890,763

)

 

 

2,572,946

 

Accounts payable

 

 

5,822,312

 

 

 

(3,964,866

)

Other liabilities

 

 

808,125

 

 

 

(4,887,810

)

Other operating activities

 

 

(51,972

)

 

 

70,484

 

Net cash provided by (used in) operating activities

 

 

2,291,387

 

 

 

(5,004,885

)

Cash flows from investing activities:

 

 

 

 

 

 

Payment for acquisition

 

 

(2,000,000

)

 

 

-

 

Capital expenditures

 

 

(11,218,937

)

 

 

(3,060,716

)

Proceeds from dispositions

 

 

1,185,312

 

 

 

250,000

 

Net cash used in investing activities

 

 

(12,033,625

)

 

 

(2,810,716

)

Cash flows from financing activities:

 

 

 

 

 

 

Payments on debt

 

 

(8,677,500

)

 

 

(1,983,750

)

Reduction of finance lease liabilities

 

 

(1,945

)

 

 

-

 

Purchase of treasury stock

 

 

(108,091

)

 

 

(69,838

)

Net cash used in financing activities

 

 

(8,787,536

)

 

 

(2,053,588

)

Net decrease in cash and cash equivalents

 

 

(18,529,774

)

 

 

(9,869,189

)

Cash and cash equivalents at beginning of period

 

 

51,378,642

 

 

 

39,534,653

 

Cash and cash equivalents at end of period

 

$

32,848,868

 

 

$

29,665,464

 

Cash paid for interest

 

$

25,564,611

 

 

$

24,946,655

 

Cash paid for income taxes

 

$

1,547,500

 

 

$

1,353,057

 

 

6


 

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, 2022. 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)
Summary of Significant Accounting Policies

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Such estimates include: (i) the amount of allowance for credit losses; (ii) future cash flows used for testing recoverability of property and equipment; (iii) fair values used for testing Federal Communications Commission (“FCC”) licenses, goodwill and other intangibles for impairment; (iv) estimates used to determine the incremental borrowing rate to record lease liabilities and related right-of-use assets; (v) the realization of deferred tax assets; and (vi) actuarial assumptions related to the Supplemental Employee Retirement Plan. Actual results and outcomes may differ from management’s estimates and assumptions.

Accounts Receivable

Accounts receivable consist primarily of uncollected amounts due from advertisers for the sale of advertising airtime. The amounts are net of advertising agency commissions and an allowance for credit losses. The allowance for credit losses reflects management’s estimate of expected losses in accounts receivable from local advertisers and national agencies. Management determines the allowance based on historical information, relative improvements or deteriorations in the age of the accounts receivable and changes in current economic conditions and reasonable and supportable forecasts of future economic conditions. Interest is not accrued on accounts receivable.

The changes in allowance for credit losses on accounts receivable are as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Beginning balance

 

$

1,648,342

 

 

$

1,848,595

 

 

$

1,720,477

 

 

$

1,876,751

 

Provision for credit losses

 

 

265,187

 

 

 

481,016

 

 

 

853,938

 

 

 

1,006,830

 

Deductions

 

 

(274,559

)

 

 

(526,543

)

 

 

(935,445

)

 

 

(1,080,513

)

Ending balance

 

$

1,638,970

 

 

$

1,803,068

 

 

$

1,638,970

 

 

$

1,803,068

 

 

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance that will require the measurement of all expected credit losses for financial assets, including accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. In November 2019, the FASB issued additional guidance that included a deferral of the effective date for smaller reporting companies as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, and interim periods within those years. The Company

7


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

(3)
Acquisition and Dispositions

On October 5, 2023, the Company completed the sale of substantially all of the assets used in the operations of WJBR-FM in Wilmington, DE to a third party for $5.0 million in cash. During the second quarter of 2023, due to the potential sale of these assets, the Company recorded an impairment loss of $10.0 million related to the FCC license. The Company no longer has operations in the Wilmington, DE market after completion of the disposition. However, management determined that the disposition did not represent a strategic shift that would have a significant effect on the Company’s operation and financial results, therefore the operations in the Wilmington, DE market have not been reported as discontinued operations. A summary of assets held for sale as of September 30, 2023 is as follows:

 

Property and equipment, net

 

$

77,064

 

FCC licenses

 

 

4,750,800

 

 

$

4,827,864

 

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

On June 22, 2022, the Company completed the acquisition of Guarantee Digital, LLC (“Guarantee”), a digital marketing agency, for $2.0 million in cash. The acquisition was accounted for as a business combination. The purchase price allocation is summarized as follows:

 

Property and equipment

 

$

3,000

 

Goodwill

 

 

922,000

 

Other intangibles

 

 

1,075,000

 

 

$

2,000,000

 

 

Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets and includes the value of the assembled workforce. The goodwill was allocated to the Digital segment. The $0.9 million allocated to goodwill is deductible for tax purposes. Revenue and earnings for Guarantee are not material for all reporting periods presented in the accompanying condensed consolidated financial statements.

On April 1, 2022, the Company completed the sale of substantially all of the assets used in the operations of WWNN-AM in West Palm Beach-Boca Raton, FL to a third party for $1.25 million in cash. As a result of the sale, the Company recorded an impairment loss of $1.9 million related to the FCC license during the first quarter of 2022.

(4)
FCC Licenses

Changes in the carrying amount of FCC licenses for the nine months ended September 30, 2023 are as follows:

 

Balance as of January 1, 2023

 

$

487,249,798

 

Impairment losses (see below and also Note 3)

 

 

(88,245,065

)

Radio station disposition (see Note 3)

 

 

(277,433

)

Assets held for sale reclassification

 

 

(4,750,800

)

Balance as of September 30, 2023

 

$

393,976,500

 

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

8


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 $78.2 million related to the FCC licenses in each of its market clusters. The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair values of the FCC licenses.

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

 

Revenue growth rates

 

(1.2)% - 1.8%

Market revenue shares at maturity

 

0.4% - 44.7%

Operating income margins at maturity

 

19.7% - 30.4%

Discount rate

 

10.0%

Due to an increase in interest rates in the U.S. economy, the Company tested its FCC licenses for impairment during the second quarter of 2022. As a result of the quantitative impairment tests performed as of June 30, 2022, the Company recorded impairment losses of $2.8 million related to the FCC licenses in its Fort Myers-Naples, FL, Las Vegas, NV, and Wilmington, DE market clusters. The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair values of the FCC licenses due to certain risks associated with the U.S. economy.

The fair values of the FCC licenses in the Fort Myers-Naples, FL, Las Vegas, NV, and Wilmington, DE 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. The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

 

(1.9)% - 15.9%

Market revenue shares at maturity

 

0.6% - 44.0%

Operating income margins at maturity

 

19.2% - 32.6%

Discount rate

 

9.5%

 

(5)
Goodwill

Changes in the carrying amount of goodwill for the nine months ended September 30, 2023 are as follows:

 

Balance as of January 1, 2023

 

$

13,265,460

 

Impairment losses (see below)

 

 

(10,582,360

)

Balance as of September 30, 2023

 

$

2,683,100

 

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

9


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Company recorded an impairment loss of $10.6 million related to the goodwill in its Philadelphia, PA market cluster. The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of 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. The key assumptions used in the discounted cash flow analysis are as follows:

 

Revenue growth rates

 

(9.3)% - 1.4%

Operating income margin

 

27.9%

Discount rate

 

10.0%

Due to an increase in interest rates in the U.S. economy, the Company tested its goodwill for impairment during the second quarter of 2022. As a result of the quantitative impairment test performed as of June 30, 2022, the Company recorded impairment losses of $5.9 million related to the goodwill in its Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL and Tampa-Saint Petersburg, FL market clusters. The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of goodwill due to certain risks associated with the U.S. economy.

The fair values of goodwill in the Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, and Tampa-Saint Petersburg, FL 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. The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

 

(1.9)% - 11.1%

Operating income margins

 

5.4% - 29.8%

Discount rate

 

9.5%

 

(6)
Long-Term Debt

Long-term debt is comprised of the following:

 

 

December 31,

 

 

September 30,

 

 

2022

 

 

2023

 

Secured notes

 

$

290,000,000

 

 

$

287,000,000

 

Less unamortized debt issuance costs

 

 

(4,527,893

)

 

 

(3,387,637

)

 

$

285,472,107

 

 

$

283,612,363

 

 

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 October 2023, the Company purchased $10.0 million principal amount of the Notes for a price equal to 63% of the principal amount and recorded a gain of $3.6 million as a result of the purchase. In the second quarter of 2023, the Company purchased $3.0

10


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the purchase.

 

In the third quarter of 2022, the Company purchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 77% of the principal amount and recorded an aggregate gain of $1.0 million as a result of the purchases. In the second quarter of 2022, the Company purchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 96% of the principal amount and recorded an aggregate gain of $0.1 million as a result of the purchases.

(7)
Stockholders’ Equity

The changes in stockholders’ equity are as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Beginning balance

 

$

245,537,024

 

 

$

209,809,453

 

 

$

263,082,298

 

 

$

223,488,808

 

Stock-based compensation

 

 

270,094

 

 

 

177,814

 

 

 

876,174

 

 

 

533,421

 

Adjustment from related party transaction

 

 

(6,573

)

 

 

-

 

 

 

(6,573

)

 

 

-

 

Purchase of treasury stock

 

 

(2,384

)

 

 

(2,071

)

 

 

(108,091

)

 

 

(69,838

)

Net income (loss)

 

 

498,068

 

 

 

(67,536,837

)

 

 

(17,547,579

)

 

 

(81,504,032

)

Other comprehensive loss

 

 

(12,442

)

 

 

-

 

 

 

(12,442

)

 

 

-

 

Ending balance

 

$

246,283,787

 

 

$

142,448,359

 

 

$

246,283,787

 

 

$

142,448,359

 

 

(8)
Net Revenue

 

Net revenue is comprised of the following:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Audio

 

$

52,995,670

 

 

$

48,332,715

 

 

$

153,778,711

 

 

$

146,198,774

 

Digital

 

 

10,241,671

 

 

 

11,177,881

 

 

 

28,769,331

 

 

 

33,455,935

 

Other

 

 

585,947

 

 

 

609,161

 

 

 

1,805,964

 

 

 

1,705,891

 

 

$

63,823,288

 

 

$

60,119,757

 

 

$

184,354,006

 

 

$

181,360,600

 

 

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.

 

 

December 31,

 

 

September 30,

 

 

2022

 

 

2023

 

Deferred revenue

 

$

4,696,989

 

 

$

5,356,521

 

 

Audio revenue includes revenue from the sale or trade of aired commercial spots to advertisers directly or through 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.

 

11


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

 

December 31,

 

 

September 30,

 

 

2022

 

 

2023

 

Trade sales receivable

 

$

1,564,054

 

 

$

2,032,871

 

Trade sales payable

 

 

806,162

 

 

 

823,879

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Trade sales revenue

 

$

1,481,948

 

 

$

1,441,228

 

 

$

4,358,626

 

 

$

4,288,722

 

 

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.

 

(9)
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 July 1, 2023

 

 

878,850

 

 

$

1.63

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

(8,333

)

 

 

2.01

 

Forfeited

 

 

-

 

 

 

-

 

Unvested as of September 30, 2023

 

 

870,517

 

 

$

1.62

 

 

As of September 30, 2023, there was $0.9 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 2.1 years.

 

(10)
Income Taxes

 

The Company’s effective tax rate was (171)% and (26)% for the three months ended September 30, 2022 and 2023, respectively, and (18)% and (24)% for the nine months ended September 30, 2022 and 2023, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

12


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(11)
Earnings Per Share

 

Earnings per share calculation information is as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Net income (loss) attributable to BBGI stockholders

 

$

498,068

 

 

$

(67,536,837

)

 

$

(17,547,579

)

 

$

(81,504,032

)

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

29,546,324

 

 

 

29,962,613

 

 

 

29,445,998

 

 

 

29,867,820

 

Effect of dilutive restricted stock units and restricted stock

 

 

169,037

 

 

 

-

 

 

 

-

 

 

 

-

 

Diluted

 

 

29,715,361

 

 

 

29,962,613

 

 

 

29,445,998

 

 

 

29,867,820

 

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

 

$

0.02

 

 

$

(2.25

)

 

$

(0.60

)

 

$

(2.73

)

 

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 76,147 shares for the three months ended September 30, 2023, and 219,222 shares and 83,315 shares for the nine months ended September 30, 2022 and 2023, respectively.

(12)
Financial Instruments

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 Notes, based on available market information, was $174.0 million and $180.1 million as of December 31, 2022 and September 30, 2023, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Notes.

(13)
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 stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. 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 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 income (loss).

Reportable segment information for the three months ended September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

48,332,715

 

 

$

11,177,881

 

 

$

609,161

 

 

$

-

 

 

$

60,119,757

 

Operating expenses

 

 

38,932,340

 

 

 

10,110,593

 

 

 

1,074,111

 

 

 

-

 

 

 

50,117,044

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,493,277

 

 

 

4,493,277

 

Depreciation and amortization

 

 

1,741,376

 

 

 

47,397

 

 

 

199,979

 

 

 

212,912

 

 

 

2,201,664

 

FCC licenses impairment losses

 

 

78,204,065

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

78,204,065

 

Goodwill impairment loss

 

 

10,582,360

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,582,360

 

Operating income (loss)

 

$

(81,127,426

)

 

$

1,019,891

 

 

$

(664,929

)

 

$

(4,706,189

)

 

$

(85,478,653

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

1,026,120

 

 

$

1,594

 

 

$

-

 

 

$

16,817

 

 

$

1,044,531

 

 

13


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Reportable segment information for the three months ended September 30, 2022 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

52,995,670

 

 

$

10,241,671

 

 

$

585,947

 

 

$

-

 

 

$

63,823,288

 

Operating expenses

 

 

42,456,844

 

 

 

8,237,262

 

 

 

817,593

 

 

 

-

 

 

 

51,511,699

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,132,362

 

 

 

5,132,362

 

Depreciation and amortization

 

 

1,520,168

 

 

 

47,882

 

 

 

699,969

 

 

 

188,627

 

 

 

2,456,646

 

Operating income (loss)

 

$

9,018,658

 

 

$

1,956,527

 

 

$

(931,615

)

 

$

(5,320,989

)

 

$

4,722,581

 

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

4,517,127

 

 

$

25,959

 

 

$

-

 

 

$

191,949

 

 

$

4,735,035

 

 

Reportable segment information for the nine months ended September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

146,198,774

 

 

$

33,455,935

 

 

$

1,705,891

 

 

$

-

 

 

$

181,360,600

 

Operating expenses

 

 

118,200,967

 

 

 

30,804,774

 

 

 

3,092,520

 

 

 

-

 

 

 

152,098,261

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,381,403

 

 

 

13,381,403

 

Depreciation and amortization

 

 

5,253,581

 

 

 

141,364

 

 

 

595,746

 

 

 

636,283

 

 

 

6,626,974

 

FCC licenses impairment losses

 

 

88,245,065

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

88,245,065

 

Goodwill impairment loss

 

 

10,582,360

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,582,360

 

Operating income (loss)

 

$

(76,083,199

)

 

$

2,509,797

 

 

$

(1,982,375

)

 

$

(14,017,686

)

 

$

(89,573,463

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

2,975,897

 

 

$

13,184

 

 

$

25,534

 

 

$

46,101

 

 

$

3,060,716

 

 

Reportable segment information for the nine months ended September 30, 2022 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

153,778,711

 

 

$

28,769,331

 

 

$

1,805,964

 

 

$

-

 

 

$

184,354,006

 

Operating expenses

 

 

126,507,373

 

 

 

25,810,560

 

 

 

2,829,907

 

 

 

-

 

 

 

155,147,840

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,933,292

 

 

 

13,933,292

 

Depreciation and amortization

 

 

4,706,333

 

 

 

56,959

 

 

 

2,096,270

 

 

 

564,086

 

 

 

7,423,648

 

FCC licenses impairment losses

 

 

4,619,772

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,619,772

 

Goodwill impairment losses

 

 

5,856,551

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,856,551

 

Operating income (loss)

 

$

12,088,682

 

 

$

2,901,812

 

 

$

(3,120,213

)

 

$

(14,497,378

)

 

$

(2,627,097

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

10,738,350

 

 

$

36,785

 

 

$

59,084

 

 

$

398,693

 

 

$

11,232,912

 

 

Reportable segment information as of September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Property and equipment, net

 

$

49,202,607

 

 

$

102,950

 

 

$

79,095

 

 

$

3,094,734

 

 

$

52,479,386

 

FCC licenses

 

 

393,976,500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

393,976,500

 

Goodwill

 

 

-

 

 

 

922,000

 

 

 

1,761,100

 

 

 

-

 

 

 

2,683,100

 

Other intangibles, net

 

 

1,741,182

 

 

 

874,315

 

 

 

4,698,716

 

 

 

179,663

 

 

 

7,493,876

 

Assets held for sale

 

 

4,827,864

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,827,864

 

 

 

14


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Property and equipment, net

 

$

51,941,687

 

 

$

112,693

 

 

$

67,751

 

 

$

3,684,916

 

 

$

55,807,047

 

FCC licenses

 

 

487,249,798

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

487,249,798

 

Goodwill

 

 

10,582,360

 

 

 

922,000

 

 

 

1,761,100

 

 

 

-

 

 

 

13,265,460

 

Other intangibles, net

 

 

1,841,001

 

 

 

992,752

 

 

 

5,206,523

 

 

 

179,663

 

 

 

8,219,939

 

 

15


 

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 stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster. Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.

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:

external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations;
the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues;
the ability of the Company to develop compelling and differentiated digital content, products and services;
audience acceptance of the Company’s content, particularly its audio programs;
the ability of the Company to respond to changes in technology, standards and services that affect the audio industry;
the Company’s dependence on federally issued licenses subject to extensive federal regulation;
actions by the FCC or new legislation affecting the audio industry;
increases 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 stations for a material portion of its net revenue;
credit risk on the Company’s accounts receivable;
the risk that the Company’s FCC licenses and/or goodwill could become impaired;

16


 

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 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 and information systems;
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;
the Company's ability to comply with the continued listing standards of the Nasdaq Global Market; and
other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.

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

Financial Statement Presentation

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

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

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

a station’s audience share in the demographic groups targeted by advertisers as measured principally by periodic reports issued by Nielsen Audio;
the number of stations, as well as other forms of media, in the market competing for the attention of the same demographic groups;
the supply of, and demand for, radio advertising time; and
the size of the market.

17


 

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

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

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

Operating Expenses. Our operating expenses consist primarily of programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our stations. We strive to control our operating expenses by centralizing certain functions at our corporate offices and consolidating certain functions in each of our market clusters.

Critical Accounting Estimates

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

it involves a significant level of estimation uncertainty; and
changes in the estimate or different estimates that could have been selected have had or are reasonably likely to have a material impact on our results of operations or financial condition.

FCC Licenses. FCC licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses might be impaired. We assess qualitative factors to determine whether it is more likely than not that our FCC licenses are impaired. If we determine it is more likely than not that one or more of our FCC licenses are impaired, then we are required to perform a quantitative impairment test. The quantitative impairment test compares the fair value of our FCC licenses with the carrying amounts. 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, we combine our FCC licenses into reporting units based on our market clusters.

Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our FCC licenses for impairment during the third quarter of 2023. As a result of the quantitative impairment tests performed as of September 30, 2023, we recorded impairment losses of $78.2 million related to the FCC licenses in each of our markets clusters. The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair values of our FCC licenses.

The fair values of the FCC licenses in each of our market clusters were estimated using an income approach. The income approach is based upon discounted cash flow analyses incorporating variables such as projected radio market revenues, projected growth rate for radio market revenues, projected radio market revenue shares, projected radio station operating income margins, and a discount rate appropriate for the radio broadcasting industry. The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

 

(1.2)% - 1.8%

Market revenue shares at maturity

 

0.4% - 44.7%

Operating income margins at maturity

 

19.7% - 30.4%

Discount rate

 

10.0%

The carrying amount of our FCC licenses for each reporting unit and the percentage by which fair value exceeded the carrying amount are as follows:

18


 

 


Market cluster

 

FCC
licenses

 

 

Excess

 

Atlanta, GA

 

$

440,300

 

 

 

-

 

Augusta, GA

 

 

4,978,000

 

 

 

-

 

Boston, MA

 

 

95,901,400

 

 

 

-

 

Charlotte, NC

 

 

44,495,600

 

 

 

-

 

Detroit, MI

 

 

25,205,800

 

 

 

-

 

Fayetteville, NC

 

 

7,295,100

 

 

 

-

 

Fort Myers-Naples, FL

 

 

5,447,900

 

 

 

-

 

Las Vegas, NV

 

 

30,145,300

 

 

 

-

 

Middlesex, Monmouth, Morristown, NJ

 

 

17,237,700

 

 

 

-

 

Philadelphia, PA

 

 

106,737,400

 

 

 

-

 

Tampa-Saint Petersburg, FL

 

 

56,092,000

 

 

 

-

 

Goodwill. Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our goodwill might be impaired. We assess qualitative factors to determine whether it is necessary to perform a quantitative assessment for each reporting unit. If the quantitative assessment is necessary, we will determine the fair value of each reporting unit. If the fair value of any reporting unit is less than the carrying amount, we will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting 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 our goodwill for impairment, we have identified our radio market clusters and esports as our reporting units.

Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our goodwill for impairment during the third quarter of 2023. As a result of the quantitative impairment test performed as of September 30, 2023, we recorded an impairment loss of $10.6 million related to the goodwill in our Philadelphia, PA market cluster. The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of our goodwill.

The fair value of the goodwill in our 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. The key assumptions used in the discounted cash flow analysis are as follows:

 

Revenue growth rates

 

(9.3)% - 1.4%

Operating income margin

 

27.9%

Discount rate

 

10.0%

We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our FCC licenses and goodwill, however, these estimates and assumptions are highly judgmental in nature. Actual results can be materially different from estimates and assumptions. If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the estimated fair values of our indefinite-lived intangible assets below the amounts reflected on our balance sheet, we may recognize future impairment charges, the amount of which may be material. For example, if the discount rate used in our discounted cash flow analyses was increased to 10.5% without any additional changes to the other assumptions used in the discounted cash flow analyses, we would have recorded additional impairment losses of $25.1 million related to the FCC licenses in each of our market clusters.

Our remaining critical accounting estimates are described in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no additional material changes to our critical accounting estimates during the nine months ended September 30, 2023.

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.

19


 

Three Months Ended September 30, 2023 Compared to the Three Months Ended September 30, 2022

The following summary table presents a comparison of our results of operations for the three months ended September 30, 2022 and 2023, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Item 1 of this report.

Results of Operations - Consolidated

 

 

Three Months Ended September 30,

 

 

Change

 

 

2022

 

 

2023

 

 

$

 

 

%

 

Net revenue

 

$

63,823,288

 

 

$

60,119,757

 

 

$

(3,703,531

)

 

 

(5.8

)%

Operating expenses

 

 

51,511,699

 

 

 

50,117,044

 

 

 

(1,394,655

)

 

 

(2.7

)%

Corporate expenses

 

 

5,132,362

 

 

 

4,493,277

 

 

 

(639,085

)

 

 

(12.5

)%

FCC licenses impairment losses

 

 

-

 

 

 

78,204,065

 

 

 

78,204,065

 

 

 

-

 

Goodwill impairment loss

 

 

-

 

 

 

10,582,360

 

 

 

10,582,360

 

 

 

-

 

Income tax benefit

 

 

1,252,669

 

 

 

23,299,388

 

 

 

22,046,719

 

 

 

1760.0

%

Net income (loss)

 

 

498,068

 

 

 

(67,536,837

)

 

 

(68,034,905

)

 

 

(13659.8

)%

 

Results of Operations - Segments

 

 

Three Months Ended September 30,

 

 

Change

 

 

2022

 

 

2023

 

 

$

 

 

%

 

Net revenue

 

 

 

 

 

 

 

 

 

 

 

 

Audio

 

$

52,995,670

 

 

$

48,332,715

 

 

$

(4,662,955

)

 

 

(8.8

)%

Digital

 

 

10,241,671

 

 

 

11,177,881

 

 

 

936,210

 

 

 

9.1

%

Other

 

 

585,947

 

 

 

609,161

 

 

 

23,214

 

 

 

4.0

%

 

$

63,823,288

 

 

$

60,119,757

 

 

$

(3,703,531

)

 

 

(5.8

)%

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Audio

 

$

42,456,844

 

 

$

38,932,340

 

 

$

(3,524,504

)

 

 

(8.3

)%

Digital

 

 

8,237,262

 

 

 

10,110,593

 

 

 

1,873,331

 

 

 

22.7

%

Other

 

 

817,593

 

 

 

1,074,111

 

 

 

256,518

 

 

 

31.4

%

 

$

51,511,699

 

 

$

50,117,044

 

 

$

(1,394,655

)

 

 

(2.7

)%

 

Net Revenue. Net revenue decreased $3.7 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. Audio revenue decreased $4.7 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to a decrease in agency revenue. Digital revenue increased $0.9 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to continued growth in the digital segment.

Operating Expenses. Operating expenses decreased $1.4 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022. Audio operating expenses decreased $3.5 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to continued expense management in the audio segment. Digital operating expenses increased $1.9 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to continued investment in the digital segment.

Corporate Expenses. Corporate expenses decreased $0.6 million during the three months ended September 30, 2023 as compared to the three months ended September 30, 2022, primarily due to an increased allocation of digital expenses to operating expenses.

FCC Licenses Impairment Losses. Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our FCC licenses for impairment during the third quarter of 2023. As a result of the quantitative impairment tests, we recorded impairment losses of $78.2 million related to the FCC licenses in each of our market clusters. The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair value of FCC licenses.

20


 

Goodwill Impairment Loss. Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our goodwill for impairment during the third quarter of 2023. As a result of the quantitative impairment test we recorded an impairment loss of $10.6 million related to the goodwill in our Philadelphia, PA market cluster. The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of the goodwill.

Income Tax Benefit. Our effective tax rate was (171)% and (26)% for the three months ended September 30, 2022 and 2023, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Income (Loss). Net loss for the three months ended September 30, 2023 was $67.5 million compared to net income of $0.5 million for the three months ended September 30, 2022, as a result of the factors described above.

Nine months ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

The following summary table presents a comparison of our results of operations for the nine months ended September 30, 2022 and 2023, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Item 1 of this report.

Results of Operations - Consolidated

 

 

Nine Months Ended September 30,

 

 

Change

 

 

2022

 

 

2023

 

 

$

 

 

%

 

Net revenue

 

$

184,354,006

 

 

$

181,360,600

 

 

$

(2,993,406

)

 

 

(1.6

)%

Operating expenses

 

 

155,147,840

 

 

 

152,098,261

 

 

 

(3,049,579

)

 

 

(2.0

)%

Corporate expenses

 

 

13,933,292

 

 

 

13,381,403

 

 

 

(551,889

)

 

 

(4.0

)%

FCC licenses impairment losses

 

 

4,619,772

 

 

 

88,245,065

 

 

 

83,625,293

 

 

 

1810.2

%

Goodwill impairment losses

 

 

5,856,551

 

 

 

10,582,360

 

 

 

4,725,809

 

 

 

80.7

%

Income tax benefit

 

 

3,874,646

 

 

 

26,285,207

 

 

 

22,410,561

 

 

 

578.4

%

Net loss

 

 

17,547,579

 

 

 

81,504,032

 

 

 

63,956,453

 

 

 

364.5

%

 

Results of Operations - Segments

 

 

Nine Months Ended September 30,

 

 

Change

 

 

2022

 

 

2023

 

 

$

 

 

%

 

Net revenue

 

 

 

 

 

 

 

 

 

 

 

 

Audio

 

$

153,778,711

 

 

$

146,198,774

 

 

$

(7,579,937

)

 

 

(4.9

)%

Digital

 

 

28,769,331

 

 

 

33,455,935

 

 

 

4,686,604

 

 

 

16.3

%

Other

 

 

1,805,964

 

 

 

1,705,891

 

 

 

(100,073

)

 

 

(5.5

)%

 

$

184,354,006

 

 

$

181,360,600

 

 

$

(2,993,406

)

 

 

(1.6

)%

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Audio

 

$

126,507,373

 

 

$

118,200,967

 

 

$

(8,306,406

)

 

 

(6.6

)%

Digital

 

 

25,810,560

 

 

 

30,804,774

 

 

 

4,994,214

 

 

 

19.3

%

Other

 

 

2,829,907

 

 

 

3,092,520

 

 

 

262,613

 

 

 

9.3

%

 

$

155,147,840

 

 

$

152,098,261

 

 

$

(3,049,579

)

 

 

(2.0

)%

 

Net Revenue. Net revenue decreased $3.0 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. Audio revenue decreased $7.6 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a decrease in agency revenue. Digital revenue increased $4.7 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to continued growth in the digital segment.

21


 

Operating Expenses. Operating expenses decreased $3.0 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. Audio operating expenses decreased $8.3 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to continued expense management in the audio segment. Digital operating expenses increased $5.0 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to continued investment in the digital segment.

Corporate Expenses. Corporate expenses decreased $0.6 million during the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022, primarily due to a decrease in compensation.

FCC Licenses Impairment Losses. Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our FCC licenses for impairment during the third quarter of 2023. As a result of the quantitative impairment tests, we recorded impairment losses of $78.2 million related to the FCC licenses in each of our market clusters. The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair value of FCC licenses. On August 11, 2023, we entered into an agreement to sell substantially all of the assets used in the operations of WJBR-FM in Wilmington, DE to a third party for $5.0 million in cash. As a result of entering the agreement, we recorded an impairment loss of $10.0 million related to the FCC license during the second quarter of 2023.

Due to an increase in interest rates in the U.S. economy, we tested our FCC licenses for impairment during the second quarter of 2022. As a result of the quantitative impairment tests, we recorded impairment losses of $2.8 million related to the FCC licenses in our Fort Myers-Naples, FL, Las Vegas, NV, and Wilmington, DE market clusters. The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of FCC licenses due to certain risks associated with the U.S. economy. 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.

Goodwill Impairment Losses. Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our goodwill for impairment during the third quarter of 2023. As a result of the quantitative impairment test we recorded an impairment loss of $10.6 million related to the goodwill in our Philadelphia, PA market cluster. The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of the goodwill.

Due to an increase in interest rates in the U.S. economy, we tested our goodwill for impairment during the second quarter of 2022. As a result of the quantitative impairment tests, we recorded impairment losses of $5.9 million related to the goodwill in our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, and Tampa-Saint Petersburg, FL market clusters. The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of the goodwill due to certain risks associated with the U.S. economy.

Income Tax Benefit. Our effective tax rate was (18)% and (24)% for the nine months ended September 30, 2022 and 2023, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the nine months ended September 30, 2023 was $81.5 million compared to a net loss of $17.5 million for the nine months ended September 30, 2022, as a result of the factors described above.

Liquidity and Capital Resources

Overview. Our primary sources of liquidity are internally generated cash flow and cash on hand. Our primary liquidity needs have been, and for the next 12 months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

22


 

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.

In October 2023, we purchased $10.0 million principal amount of the Notes for a price equal to 63% of the principal amount and recorded a gain of $3.6 million as a result of the purchase. In the second quarter of 2023, we purchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the purchase.

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 $70,000 to repurchase 72,272 shares during the nine months ended September 30, 2023. 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 12 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 September 30, 2023.

Cash Flows. The following summary table presents a comparison of our cash flows for the nine months ended September 30, 2022 and 2023 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 condensed consolidated financial statements and notes to condensed consolidated financial statements included in Item 1 of this report.

 

 

Nine Months Ended September 30,

 

 

2022

 

 

2023

 

Net cash provided by (used in) operating activities

 

$

2,291,387

 

 

$

(5,004,885

)

Net cash used in investing activities

 

 

(12,033,625

)

 

 

(2,810,716

)

Net cash used in financing activities

 

 

(8,787,536

)

 

 

(2,053,588

)

Net decrease in cash and cash equivalents

 

$

(18,529,774

)

 

$

(9,869,189

)

 

Net Cash Provided By (Used In) Operating Activities. Net cash used in operating activities was $5.0 million during the nine months ended September 30, 2023, as compared to net cash provided by operating activities of $2.3 million during the nine months

23


 

ended September 30, 2022. The $7.3 million change in net cash used in operating activities was primarily due to an $8.3 million increase in cash paid for operating expenses and an $0.8 million decrease in cash receipts from revenue, partially offset by a $0.8 million decrease in interest payments.

Net Cash Used In Investing Activities. Net cash used in investing activities during the nine months ended September 30, 2023 included payments of $3.1 million for capital expenditures. Net cash used in investing activities for the same period in 2022 included payments of $11.2 million for capital expenditures and a payment of $2.0 million for the acquisition of Guarantee Digital, LLC, partially offset by proceeds of $1.2 million from a station disposition.

Net Cash Used In Financing Activities. Net cash used in financing activities during the nine months ended September 30, 2023 included Notes purchases of $2.0 million. Net cash used in financing activities for the same period in 2022 included Notes purchases of $8.7 million.

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 controls over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

24


 

PART II OTHER INFORMATION

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, 2022, other than the update noted below.

There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Global Market.

Our Class A common stock is currently listed for trading on the Nasdaq Global Market, and we must satisfy certain continued listing requirements to maintain the listing. On April 27, 2023, we received a written notice (the “April Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for our Class A common stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). On May 19, 2023, we received a notice from Nasdaq notifying us that we had regained compliance with the Minimum Bid Price Requirement and that the matter was closed.

On October 13, 2023, we received a written notice (the “October Notice”) from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive business days, the bid price for our Class A common stock had closed below the Minimum Bid Price Requirement. In accordance with Nasdaq rules, we have been provided 180 calendar days, or until April 10, 2024, to regain compliance. The October Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Global Market.

We intend to actively monitor the closing bid price of our Class A common stock and will consider all reasonable available options to regain compliance with the Minimum Bid Price Requirement, which may include transferring the listing to the Nasdaq Capital Market and/or seeking stockholder approval to effect a reverse stock split. There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, maintain compliance with the other Nasdaq listing requirements or be successful in appealing any delisting determination.

If we are delisted from Nasdaq but obtain a substitute listing for our Class A common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of our Class A common stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if our Class A common stock is delisted from Nasdaq, the value and liquidity of our Class A common stock would likely be significantly adversely affected.

25


 

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 September 30, 2023.

 

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

 

July 1 – 31, 2023

 

 

-

 

 

$

-

 

 

 

-

 

 

 

-

 

August 1 – 31, 2023

 

 

1,954

 

 

$

1.06

 

 

 

-

 

 

 

-

 

September 1 – 30, 2023

 

 

-

 

 

$

-

 

 

 

-

 

 

 

-

 

Total

 

 

1,954

 

 

 

 

 

 

 

 

 

 

 

On March 27, 2007, our board of directors approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”). The original 10-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. All shares purchased during the three months ended September 30, 2023 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.

26


 

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).

 

27


 

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: November 3, 2023

 

/s/ Caroline Beasley

 

 

Name: Caroline Beasley

 

 

Title: Chief Executive Officer (principal executive officer)

 

 

 

Dated: November 3, 2023

 

/s/ Marie Tedesco

 

 

Name: Marie Tedesco

 

 

Title: Chief Financial Officer (principal financial and accounting officer)

 

28


 

Exhibit 31.1

 

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Caroline Beasley, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Beasley Broadcast Group, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 3, 2023

 

/s/ Caroline Beasley

 

 

Title: Chief Executive Officer

 


 

Exhibit 31.2

 

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Marie Tedesco, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Beasley Broadcast Group, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 3, 2023

 

/s/ Marie Tedesco

 

 

Title: Chief Financial Officer

 


Exhibit 32.1

 

Certification of Chief Executive Officer

 

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Beasley Broadcast Group, Inc. (the “Company”) hereby certifies to such officer’s knowledge that:

 

(i)
the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: November 3, 2023

 

/s/ Caroline Beasley

 

 

Caroline Beasley

 

 

Chief Executive Officer

 

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 


Exhibit 32.2

 

Certification of Chief Financial Officer

 

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Beasley Broadcast Group, Inc. (the “Company”) hereby certifies to such officer’s knowledge that:

 

(i)
the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: November 3, 2023

 

/s/ Marie Tedesco

 

 

Marie Tedesco

 

 

Chief Financial Officer

 

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 


v3.23.3
Cover Page - shares
9 Months Ended
Sep. 30, 2023
Oct. 27, 2023
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Trading Symbol BBGI  
Entity Registrant Name BEASLEY BROADCAST GROUP, INC.  
Entity Central Index Key 0001099160  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Entity Shell Company false  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Interactive Data Current Yes  
Entity Address, State or Province FL  
Entity Tax Identification Number 65-0960915  
Entity Address, Address Line One 3033 Riviera Drive  
Entity Address, Address Line Two Suite 200  
Entity Address, City or Town Naples  
Entity Address, Postal Zip Code 34103  
City Area Code 239  
Local Phone Number 263-5000  
Security Exchange Name NASDAQ  
Title of 12(b) Security Class A Common Stock, par value $0.001 per share  
Entity File Number 000-29253  
Entity Incorporation, State or Country Code DE  
Document Transition Report false  
Document Quarterly Report true  
Class A Common Stock [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   13,303,369
Class B Common Stock [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   16,662,743
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 29,665,464 $ 39,534,653
Accounts receivable, less allowance for credit losses of $1,876,751 in 2022 and $1,803,068 in 2023 47,686,751 56,683,526
Prepaid expenses 10,636,324 5,078,231
Other current assets 3,331,191 4,364,120
Total current assets 91,319,730 105,660,530
Property and equipment, net 52,479,386 55,807,047
Operating lease right-of-use assets 36,629,732 38,478,756
Finance lease right-of-use assets 296,667 306,667
FCC licenses 393,976,500 487,249,798
Goodwill 2,683,100 13,265,460
Other intangibles, net 7,493,876 8,219,939
Assets held for sale 4,827,864  
Other assets 4,674,332 5,955,158
Total assets 594,381,187 714,943,355
Current liabilities:    
Accounts payable 15,379,755 19,344,621
Operating lease liabilities 8,342,355 8,166,394
Other current liabilities 24,624,951 29,183,630
Total current liabilities 48,347,061 56,694,645
Long-term debt, net of unamortized debt issuance costs 283,612,363 285,472,107
Operating lease liabilities 35,180,442 37,485,602
Deferred tax liabilities 71,090,989 98,068,981
Total liabilities 451,932,828 491,454,547
Commitments and contingencies
Stockholders' equity:    
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued
Additional paid-in capital 152,481,469 151,948,310
Treasury stock, Class A common stock; 3,649,568 shares in 2022; 3,721,840 shares in 2023 (29,225,138) (29,155,300)
Retained earnings 18,659,032 100,163,064
Accumulated other comprehensive income 499,311 499,311
Total stockholders' equity 142,448,359 223,488,808
Total liabilities and stockholders' equity 594,381,187 714,943,355
Class A Common Stock [Member]    
Stockholders' equity:    
Common stock 17,023 16,761
Class B Common Stock [Member]    
Stockholders' equity:    
Common stock 16,662 16,662
Due to Related Parties [Member]    
Current liabilities:    
Other long-term liabilities 62,697 85,731
Nonrelated Party [Member]    
Current liabilities:    
Other long-term liabilities $ 13,639,276 $ 13,647,481
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Allowance for doubtful accounts $ 1,803,068 $ 1,876,751
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 0 0
Class A Common Stock [Member]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 150,000,000 150,000,000
Common stock, shares issued 17,025,209 16,763,227
Common stock, shares outstanding 13,303,369 13,113,659
Treasury stock, Class A common stock shares 3,721,840 3,649,568
Class B Common Stock [Member]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 75,000,000 75,000,000
Common stock, shares issued 16,662,743 16,662,743
Common stock, shares outstanding 16,662,743 16,662,743
v3.23.3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Net revenue $ 60,119,757 $ 63,823,288 $ 181,360,600 $ 184,354,006
Operating expenses:        
Operating expenses 50,117,044 51,511,699 152,098,261 155,147,840
Corporate expenses 4,493,277 5,132,362 13,381,403 13,933,292
Depreciation and amortization 2,201,664 2,456,646 6,626,974 7,423,648
FCC licenses impairment losses 78,204,065   88,245,065 4,619,772
Goodwill impairment losses 10,582,360   10,582,360 5,856,551
Total operating expenses 145,598,410 59,100,707 270,934,063 186,981,103
Operating income (loss) (85,478,653) 4,722,581 (89,573,463) (2,627,097)
Non-operating income (expense):        
Interest expense (6,445,746) (6,621,540) (19,764,067) (20,293,794)
Other income, net 1,106,918 1,166,430 1,684,168 1,357,512
Loss before income taxes (90,817,481) (732,529) (107,653,362) (21,563,379)
Income tax benefit (23,299,388) (1,252,669) (26,285,207) (3,874,646)
Income (loss) before equity in earnings of unconsolidated affiliates (67,518,093) 520,140 (81,368,155) (17,688,733)
Equity in earnings of unconsolidated affiliates, net of tax (18,744) (22,072) (135,877) 141,154
Net income (loss) $ (67,536,837) $ 498,068 $ (81,504,032) $ (17,547,579)
Net income (loss) per Class A and Class B common share:        
Basic $ (2.25) $ 0.02 $ (2.73) $ (0.6)
Diluted $ (2.25) $ 0.02 $ (2.73) $ (0.6)
Weighted average shares outstanding:        
Basic 29,962,613 29,546,324 29,867,820 29,445,998
Diluted 29,962,613 29,715,361 29,867,820 29,445,998
v3.23.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Stock-based compensation     $ 533,421 $ 876,174
Station Operating Expenses [Member]        
Stock-based compensation $ 37,041 $ 60,892 109,261 214,483
Corporate General and Administrative Expenses [Member]        
Stock-based compensation $ 140,773 $ 209,202 $ 424,160 $ 661,691
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:      
Net loss $ (67,536,837) $ (81,504,032) $ (17,547,579)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Stock-based compensation   533,421 876,174
Provision for credit losses 481,016 1,006,830 853,938
Depreciation and amortization 2,201,664 6,626,974 7,423,648
FCC licenses impairment losses 78,204,065 88,245,065 4,619,772
Goodwill impairment losses 10,582,360 10,582,360 5,856,551
Amortization of loan fees   1,097,214 1,123,935
Gain on debt purchases   (973,208) (1,131,346)
Deferred income taxes   (26,977,992) (4,232,949)
Equity in earnings of unconsolidated affiliates 18,744 135,877 (141,154)
Change in operating assets and liabilities:      
Accounts receivable   7,989,945 5,827,751
Prepaid expenses   (5,558,093) (5,925,056)
Other assets   2,572,946 (1,890,763)
Accounts payable   (3,964,866) 5,822,312
Other liabilities   (4,887,810) 808,125
Other operating activities   70,484 (51,972)
Net cash provided by (used in) operating activities   (5,004,885) 2,291,387
Cash flows from investing activities:      
Payment for acquisition     (2,000,000)
Capital expenditures   (3,060,716) (11,218,937)
Proceeds from dispositions   250,000 1,185,312
Net cash used in investing activities   (2,810,716) (12,033,625)
Cash flows from financing activities:      
Payments on debt   (1,983,750) (8,677,500)
Reduction of finance lease liabilities     (1,945)
Purchase of treasury stock   (69,838) (108,091)
Net cash used in financing activities   (2,053,588) (8,787,536)
Net decrease in cash and cash equivalents   (9,869,189) (18,529,774)
Cash and cash equivalents at beginning of period   39,534,653 51,378,642
Cash and cash equivalents at end of period $ 29,665,464 29,665,464 32,848,868
Cash paid for interest   24,946,655 25,564,611
Cash paid for income taxes   $ 1,353,057 $ 1,547,500
v3.23.3
Interim Financial Statements
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Interim Financial Statements
(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, 2022. 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.

v3.23.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
(2)
Summary of Significant Accounting Policies

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Such estimates include: (i) the amount of allowance for credit losses; (ii) future cash flows used for testing recoverability of property and equipment; (iii) fair values used for testing Federal Communications Commission (“FCC”) licenses, goodwill and other intangibles for impairment; (iv) estimates used to determine the incremental borrowing rate to record lease liabilities and related right-of-use assets; (v) the realization of deferred tax assets; and (vi) actuarial assumptions related to the Supplemental Employee Retirement Plan. Actual results and outcomes may differ from management’s estimates and assumptions.

Accounts Receivable

Accounts receivable consist primarily of uncollected amounts due from advertisers for the sale of advertising airtime. The amounts are net of advertising agency commissions and an allowance for credit losses. The allowance for credit losses reflects management’s estimate of expected losses in accounts receivable from local advertisers and national agencies. Management determines the allowance based on historical information, relative improvements or deteriorations in the age of the accounts receivable and changes in current economic conditions and reasonable and supportable forecasts of future economic conditions. Interest is not accrued on accounts receivable.

The changes in allowance for credit losses on accounts receivable are as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Beginning balance

 

$

1,648,342

 

 

$

1,848,595

 

 

$

1,720,477

 

 

$

1,876,751

 

Provision for credit losses

 

 

265,187

 

 

 

481,016

 

 

 

853,938

 

 

 

1,006,830

 

Deductions

 

 

(274,559

)

 

 

(526,543

)

 

 

(935,445

)

 

 

(1,080,513

)

Ending balance

 

$

1,638,970

 

 

$

1,803,068

 

 

$

1,638,970

 

 

$

1,803,068

 

 

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance that will require the measurement of all expected credit losses for financial assets, including accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. In November 2019, the FASB issued additional guidance that included a deferral of the effective date for smaller reporting companies as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, and interim periods within those years. The Company

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

v3.23.3
Acquisition and Dispositions
9 Months Ended
Sep. 30, 2023
Business Combinations [Abstract]  
Acquisition and Dispositions
(3)
Acquisition and Dispositions

On October 5, 2023, the Company completed the sale of substantially all of the assets used in the operations of WJBR-FM in Wilmington, DE to a third party for $5.0 million in cash. During the second quarter of 2023, due to the potential sale of these assets, the Company recorded an impairment loss of $10.0 million related to the FCC license. The Company no longer has operations in the Wilmington, DE market after completion of the disposition. However, management determined that the disposition did not represent a strategic shift that would have a significant effect on the Company’s operation and financial results, therefore the operations in the Wilmington, DE market have not been reported as discontinued operations. A summary of assets held for sale as of September 30, 2023 is as follows:

 

Property and equipment, net

 

$

77,064

 

FCC licenses

 

 

4,750,800

 

 

$

4,827,864

 

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

On June 22, 2022, the Company completed the acquisition of Guarantee Digital, LLC (“Guarantee”), a digital marketing agency, for $2.0 million in cash. The acquisition was accounted for as a business combination. The purchase price allocation is summarized as follows:

 

Property and equipment

 

$

3,000

 

Goodwill

 

 

922,000

 

Other intangibles

 

 

1,075,000

 

 

$

2,000,000

 

 

Goodwill was equal to the amount the purchase price exceeded the values allocated to the tangible and identifiable intangible assets and includes the value of the assembled workforce. The goodwill was allocated to the Digital segment. The $0.9 million allocated to goodwill is deductible for tax purposes. Revenue and earnings for Guarantee are not material for all reporting periods presented in the accompanying condensed consolidated financial statements.

On April 1, 2022, the Company completed the sale of substantially all of the assets used in the operations of WWNN-AM in West Palm Beach-Boca Raton, FL to a third party for $1.25 million in cash. As a result of the sale, the Company recorded an impairment loss of $1.9 million related to the FCC license during the first quarter of 2022.

v3.23.3
FCC Licenses
9 Months Ended
Sep. 30, 2023
Text Block [Abstract]  
FCC Licenses
(4)
FCC Licenses

Changes in the carrying amount of FCC licenses for the nine months ended September 30, 2023 are as follows:

 

Balance as of January 1, 2023

 

$

487,249,798

 

Impairment losses (see below and also Note 3)

 

 

(88,245,065

)

Radio station disposition (see Note 3)

 

 

(277,433

)

Assets held for sale reclassification

 

 

(4,750,800

)

Balance as of September 30, 2023

 

$

393,976,500

 

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 $78.2 million related to the FCC licenses in each of its market clusters. The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair values of the FCC licenses.

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

 

Revenue growth rates

 

(1.2)% - 1.8%

Market revenue shares at maturity

 

0.4% - 44.7%

Operating income margins at maturity

 

19.7% - 30.4%

Discount rate

 

10.0%

Due to an increase in interest rates in the U.S. economy, the Company tested its FCC licenses for impairment during the second quarter of 2022. As a result of the quantitative impairment tests performed as of June 30, 2022, the Company recorded impairment losses of $2.8 million related to the FCC licenses in its Fort Myers-Naples, FL, Las Vegas, NV, and Wilmington, DE market clusters. The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair values of the FCC licenses due to certain risks associated with the U.S. economy.

The fair values of the FCC licenses in the Fort Myers-Naples, FL, Las Vegas, NV, and Wilmington, DE 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. The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

 

(1.9)% - 15.9%

Market revenue shares at maturity

 

0.6% - 44.0%

Operating income margins at maturity

 

19.2% - 32.6%

Discount rate

 

9.5%

v3.23.3
Goodwill
9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill
(5)
Goodwill

Changes in the carrying amount of goodwill for the nine months ended September 30, 2023 are as follows:

 

Balance as of January 1, 2023

 

$

13,265,460

 

Impairment losses (see below)

 

 

(10,582,360

)

Balance as of September 30, 2023

 

$

2,683,100

 

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 $10.6 million related to the goodwill in its Philadelphia, PA market cluster. The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of 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. The key assumptions used in the discounted cash flow analysis are as follows:

 

Revenue growth rates

 

(9.3)% - 1.4%

Operating income margin

 

27.9%

Discount rate

 

10.0%

Due to an increase in interest rates in the U.S. economy, the Company tested its goodwill for impairment during the second quarter of 2022. As a result of the quantitative impairment test performed as of June 30, 2022, the Company recorded impairment losses of $5.9 million related to the goodwill in its Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL and Tampa-Saint Petersburg, FL market clusters. The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of goodwill due to certain risks associated with the U.S. economy.

The fair values of goodwill in the Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, and Tampa-Saint Petersburg, FL 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. The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

 

(1.9)% - 11.1%

Operating income margins

 

5.4% - 29.8%

Discount rate

 

9.5%

v3.23.3
Long-Term Debt
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Long-Term Debt
(6)
Long-Term Debt

Long-term debt is comprised of the following:

 

 

December 31,

 

 

September 30,

 

 

2022

 

 

2023

 

Secured notes

 

$

290,000,000

 

 

$

287,000,000

 

Less unamortized debt issuance costs

 

 

(4,527,893

)

 

 

(3,387,637

)

 

$

285,472,107

 

 

$

283,612,363

 

 

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 October 2023, the Company purchased $10.0 million principal amount of the Notes for a price equal to 63% of the principal amount and recorded a gain of $3.6 million as a result of the purchase. In the second quarter of 2023, the Company purchased $3.0

million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the purchase.

 

In the third quarter of 2022, the Company purchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 77% of the principal amount and recorded an aggregate gain of $1.0 million as a result of the purchases. In the second quarter of 2022, the Company purchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 96% of the principal amount and recorded an aggregate gain of $0.1 million as a result of the purchases.

v3.23.3
Stockholders' Equity
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Stockholders' Equity
(7)
Stockholders’ Equity

The changes in stockholders’ equity are as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Beginning balance

 

$

245,537,024

 

 

$

209,809,453

 

 

$

263,082,298

 

 

$

223,488,808

 

Stock-based compensation

 

 

270,094

 

 

 

177,814

 

 

 

876,174

 

 

 

533,421

 

Adjustment from related party transaction

 

 

(6,573

)

 

 

-

 

 

 

(6,573

)

 

 

-

 

Purchase of treasury stock

 

 

(2,384

)

 

 

(2,071

)

 

 

(108,091

)

 

 

(69,838

)

Net income (loss)

 

 

498,068

 

 

 

(67,536,837

)

 

 

(17,547,579

)

 

 

(81,504,032

)

Other comprehensive loss

 

 

(12,442

)

 

 

-

 

 

 

(12,442

)

 

 

-

 

Ending balance

 

$

246,283,787

 

 

$

142,448,359

 

 

$

246,283,787

 

 

$

142,448,359

 

v3.23.3
Net Revenue
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Net Revenue
(8)
Net Revenue

 

Net revenue is comprised of the following:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Audio

 

$

52,995,670

 

 

$

48,332,715

 

 

$

153,778,711

 

 

$

146,198,774

 

Digital

 

 

10,241,671

 

 

 

11,177,881

 

 

 

28,769,331

 

 

 

33,455,935

 

Other

 

 

585,947

 

 

 

609,161

 

 

 

1,805,964

 

 

 

1,705,891

 

 

$

63,823,288

 

 

$

60,119,757

 

 

$

184,354,006

 

 

$

181,360,600

 

 

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.

 

 

December 31,

 

 

September 30,

 

 

2022

 

 

2023

 

Deferred revenue

 

$

4,696,989

 

 

$

5,356,521

 

 

Audio revenue includes revenue from the sale or trade of aired commercial spots to advertisers directly or through 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,

 

 

September 30,

 

 

2022

 

 

2023

 

Trade sales receivable

 

$

1,564,054

 

 

$

2,032,871

 

Trade sales payable

 

 

806,162

 

 

 

823,879

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Trade sales revenue

 

$

1,481,948

 

 

$

1,441,228

 

 

$

4,358,626

 

 

$

4,288,722

 

 

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.

v3.23.3
Stock-Based Compensation
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation
(9)
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 July 1, 2023

 

 

878,850

 

 

$

1.63

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

(8,333

)

 

 

2.01

 

Forfeited

 

 

-

 

 

 

-

 

Unvested as of September 30, 2023

 

 

870,517

 

 

$

1.62

 

 

As of September 30, 2023, there was $0.9 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 2.1 years.

v3.23.3
Income Taxes
9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
(10)
Income Taxes

 

The Company’s effective tax rate was (171)% and (26)% for the three months ended September 30, 2022 and 2023, respectively, and (18)% and (24)% for the nine months ended September 30, 2022 and 2023, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

v3.23.3
Earnings Per Share
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Earnings Per Share
(11)
Earnings Per Share

 

Earnings per share calculation information is as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Net income (loss) attributable to BBGI stockholders

 

$

498,068

 

 

$

(67,536,837

)

 

$

(17,547,579

)

 

$

(81,504,032

)

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

29,546,324

 

 

 

29,962,613

 

 

 

29,445,998

 

 

 

29,867,820

 

Effect of dilutive restricted stock units and restricted stock

 

 

169,037

 

 

 

-

 

 

 

-

 

 

 

-

 

Diluted

 

 

29,715,361

 

 

 

29,962,613

 

 

 

29,445,998

 

 

 

29,867,820

 

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

 

$

0.02

 

 

$

(2.25

)

 

$

(0.60

)

 

$

(2.73

)

 

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 76,147 shares for the three months ended September 30, 2023, and 219,222 shares and 83,315 shares for the nine months ended September 30, 2022 and 2023, respectively.

v3.23.3
Financial Instruments
9 Months Ended
Sep. 30, 2023
Investments, All Other Investments [Abstract]  
Financial Instruments
(12)
Financial Instruments

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 Notes, based on available market information, was $174.0 million and $180.1 million as of December 31, 2022 and September 30, 2023, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Notes.

v3.23.3
Segment Information
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Segment Information
(13)
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 stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. 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 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 income (loss).

Reportable segment information for the three months ended September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

48,332,715

 

 

$

11,177,881

 

 

$

609,161

 

 

$

-

 

 

$

60,119,757

 

Operating expenses

 

 

38,932,340

 

 

 

10,110,593

 

 

 

1,074,111

 

 

 

-

 

 

 

50,117,044

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,493,277

 

 

 

4,493,277

 

Depreciation and amortization

 

 

1,741,376

 

 

 

47,397

 

 

 

199,979

 

 

 

212,912

 

 

 

2,201,664

 

FCC licenses impairment losses

 

 

78,204,065

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

78,204,065

 

Goodwill impairment loss

 

 

10,582,360

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,582,360

 

Operating income (loss)

 

$

(81,127,426

)

 

$

1,019,891

 

 

$

(664,929

)

 

$

(4,706,189

)

 

$

(85,478,653

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

1,026,120

 

 

$

1,594

 

 

$

-

 

 

$

16,817

 

 

$

1,044,531

 

 

 

Reportable segment information for the three months ended September 30, 2022 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

52,995,670

 

 

$

10,241,671

 

 

$

585,947

 

 

$

-

 

 

$

63,823,288

 

Operating expenses

 

 

42,456,844

 

 

 

8,237,262

 

 

 

817,593

 

 

 

-

 

 

 

51,511,699

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,132,362

 

 

 

5,132,362

 

Depreciation and amortization

 

 

1,520,168

 

 

 

47,882

 

 

 

699,969

 

 

 

188,627

 

 

 

2,456,646

 

Operating income (loss)

 

$

9,018,658

 

 

$

1,956,527

 

 

$

(931,615

)

 

$

(5,320,989

)

 

$

4,722,581

 

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

4,517,127

 

 

$

25,959

 

 

$

-

 

 

$

191,949

 

 

$

4,735,035

 

 

Reportable segment information for the nine months ended September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

146,198,774

 

 

$

33,455,935

 

 

$

1,705,891

 

 

$

-

 

 

$

181,360,600

 

Operating expenses

 

 

118,200,967

 

 

 

30,804,774

 

 

 

3,092,520

 

 

 

-

 

 

 

152,098,261

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,381,403

 

 

 

13,381,403

 

Depreciation and amortization

 

 

5,253,581

 

 

 

141,364

 

 

 

595,746

 

 

 

636,283

 

 

 

6,626,974

 

FCC licenses impairment losses

 

 

88,245,065

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

88,245,065

 

Goodwill impairment loss

 

 

10,582,360

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,582,360

 

Operating income (loss)

 

$

(76,083,199

)

 

$

2,509,797

 

 

$

(1,982,375

)

 

$

(14,017,686

)

 

$

(89,573,463

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

2,975,897

 

 

$

13,184

 

 

$

25,534

 

 

$

46,101

 

 

$

3,060,716

 

 

Reportable segment information for the nine months ended September 30, 2022 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

153,778,711

 

 

$

28,769,331

 

 

$

1,805,964

 

 

$

-

 

 

$

184,354,006

 

Operating expenses

 

 

126,507,373

 

 

 

25,810,560

 

 

 

2,829,907

 

 

 

-

 

 

 

155,147,840

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,933,292

 

 

 

13,933,292

 

Depreciation and amortization

 

 

4,706,333

 

 

 

56,959

 

 

 

2,096,270

 

 

 

564,086

 

 

 

7,423,648

 

FCC licenses impairment losses

 

 

4,619,772

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,619,772

 

Goodwill impairment losses

 

 

5,856,551

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,856,551

 

Operating income (loss)

 

$

12,088,682

 

 

$

2,901,812

 

 

$

(3,120,213

)

 

$

(14,497,378

)

 

$

(2,627,097

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

10,738,350

 

 

$

36,785

 

 

$

59,084

 

 

$

398,693

 

 

$

11,232,912

 

 

Reportable segment information as of September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Property and equipment, net

 

$

49,202,607

 

 

$

102,950

 

 

$

79,095

 

 

$

3,094,734

 

 

$

52,479,386

 

FCC licenses

 

 

393,976,500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

393,976,500

 

Goodwill

 

 

-

 

 

 

922,000

 

 

 

1,761,100

 

 

 

-

 

 

 

2,683,100

 

Other intangibles, net

 

 

1,741,182

 

 

 

874,315

 

 

 

4,698,716

 

 

 

179,663

 

 

 

7,493,876

 

Assets held for sale

 

 

4,827,864

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,827,864

 

 

 

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

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Property and equipment, net

 

$

51,941,687

 

 

$

112,693

 

 

$

67,751

 

 

$

3,684,916

 

 

$

55,807,047

 

FCC licenses

 

 

487,249,798

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

487,249,798

 

Goodwill

 

 

10,582,360

 

 

 

922,000

 

 

 

1,761,100

 

 

 

-

 

 

 

13,265,460

 

Other intangibles, net

 

 

1,841,001

 

 

 

992,752

 

 

 

5,206,523

 

 

 

179,663

 

 

 

8,219,939

 

v3.23.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Such estimates include: (i) the amount of allowance for credit losses; (ii) future cash flows used for testing recoverability of property and equipment; (iii) fair values used for testing Federal Communications Commission (“FCC”) licenses, goodwill and other intangibles for impairment; (iv) estimates used to determine the incremental borrowing rate to record lease liabilities and related right-of-use assets; (v) the realization of deferred tax assets; and (vi) actuarial assumptions related to the Supplemental Employee Retirement Plan. Actual results and outcomes may differ from management’s estimates and assumptions.

Accounts Receivable

Accounts Receivable

Accounts receivable consist primarily of uncollected amounts due from advertisers for the sale of advertising airtime. The amounts are net of advertising agency commissions and an allowance for credit losses. The allowance for credit losses reflects management’s estimate of expected losses in accounts receivable from local advertisers and national agencies. Management determines the allowance based on historical information, relative improvements or deteriorations in the age of the accounts receivable and changes in current economic conditions and reasonable and supportable forecasts of future economic conditions. Interest is not accrued on accounts receivable.

The changes in allowance for credit losses on accounts receivable are as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Beginning balance

 

$

1,648,342

 

 

$

1,848,595

 

 

$

1,720,477

 

 

$

1,876,751

 

Provision for credit losses

 

 

265,187

 

 

 

481,016

 

 

 

853,938

 

 

 

1,006,830

 

Deductions

 

 

(274,559

)

 

 

(526,543

)

 

 

(935,445

)

 

 

(1,080,513

)

Ending balance

 

$

1,638,970

 

 

$

1,803,068

 

 

$

1,638,970

 

 

$

1,803,068

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance that will require the measurement of all expected credit losses for financial assets, including accounts receivable, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. In November 2019, the FASB issued additional guidance that included a deferral of the effective date for smaller reporting companies as defined by the Securities and Exchange Commission to fiscal years beginning after December 15, 2022, and interim periods within those years. The Company

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

v3.23.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2023
Allowance for Credit Loss [Abstract]  
Summary of credit losses on accounts receivable

The changes in allowance for credit losses on accounts receivable are as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Beginning balance

 

$

1,648,342

 

 

$

1,848,595

 

 

$

1,720,477

 

 

$

1,876,751

 

Provision for credit losses

 

 

265,187

 

 

 

481,016

 

 

 

853,938

 

 

 

1,006,830

 

Deductions

 

 

(274,559

)

 

 

(526,543

)

 

 

(935,445

)

 

 

(1,080,513

)

Ending balance

 

$

1,638,970

 

 

$

1,803,068

 

 

$

1,638,970

 

 

$

1,803,068

 

v3.23.3
Acquisition and Dispositions (Tables)
9 Months Ended
Sep. 30, 2023
Business Combinations [Abstract]  
Summary of Assets Held for Sale A summary of assets held for sale as of September 30, 2023 is as follows:

 

Property and equipment, net

 

$

77,064

 

FCC licenses

 

 

4,750,800

 

 

$

4,827,864

 

Schedule of Purchase Price Allocation :

 

Property and equipment

 

$

3,000

 

Goodwill

 

 

922,000

 

Other intangibles

 

 

1,075,000

 

 

$

2,000,000

 

v3.23.3
FCC Licenses (Tables)
9 Months Ended
Sep. 30, 2023
FCC Licenses [Line Items]  
Carrying Amount of Broadcasting Licenses

Changes in the carrying amount of FCC licenses for the nine months ended September 30, 2023 are as follows:

 

Balance as of January 1, 2023

 

$

487,249,798

 

Impairment losses (see below and also Note 3)

 

 

(88,245,065

)

Radio station disposition (see Note 3)

 

 

(277,433

)

Assets held for sale reclassification

 

 

(4,750,800

)

Balance as of September 30, 2023

 

$

393,976,500

 

Discounted Cash Flow Analyses The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

 

(1.2)% - 1.8%

Market revenue shares at maturity

 

0.4% - 44.7%

Operating income margins at maturity

 

19.7% - 30.4%

Discount rate

 

10.0%

Fort Mayers Naples FL Lasvegas LV And Wilmington [Member]  
FCC Licenses [Line Items]  
Discounted Cash Flow Analyses The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

 

(1.9)% - 15.9%

Market revenue shares at maturity

 

0.6% - 44.0%

Operating income margins at maturity

 

19.2% - 32.6%

Discount rate

 

9.5%

v3.23.3
Goodwill (Tables)
9 Months Ended
Sep. 30, 2023
Goodwill [Line Items]  
Summary of Carrying Amount of Goodwill

Changes in the carrying amount of goodwill for the nine months ended September 30, 2023 are as follows:

 

Balance as of January 1, 2023

 

$

13,265,460

 

Impairment losses (see below)

 

 

(10,582,360

)

Balance as of September 30, 2023

 

$

2,683,100

 

Boston, MA radio market cluster [Member]  
Goodwill [Line Items]  
Summary of Key Assumptions Used in the Discounted Cash Flow Analyses The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

 

(1.9)% - 11.1%

Operating income margins

 

5.4% - 29.8%

Discount rate

 

9.5%

Philadelphia, PA Market Cluster [Member]  
Goodwill [Line Items]  
Summary of Key Assumptions Used in the Discounted Cash Flow Analyses The key assumptions used in the discounted cash flow analysis are as follows:

 

Revenue growth rates

 

(9.3)% - 1.4%

Operating income margin

 

27.9%

Discount rate

 

10.0%

v3.23.3
Long-Term Debt (Tables)
9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Long-term debt is comprised of the following:

 

 

December 31,

 

 

September 30,

 

 

2022

 

 

2023

 

Secured notes

 

$

290,000,000

 

 

$

287,000,000

 

Less unamortized debt issuance costs

 

 

(4,527,893

)

 

 

(3,387,637

)

 

$

285,472,107

 

 

$

283,612,363

 

v3.23.3
Stockholders Equity (Tables)
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Schedule of Changes in Stockholders Equity

The changes in stockholders’ equity are as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Beginning balance

 

$

245,537,024

 

 

$

209,809,453

 

 

$

263,082,298

 

 

$

223,488,808

 

Stock-based compensation

 

 

270,094

 

 

 

177,814

 

 

 

876,174

 

 

 

533,421

 

Adjustment from related party transaction

 

 

(6,573

)

 

 

-

 

 

 

(6,573

)

 

 

-

 

Purchase of treasury stock

 

 

(2,384

)

 

 

(2,071

)

 

 

(108,091

)

 

 

(69,838

)

Net income (loss)

 

 

498,068

 

 

 

(67,536,837

)

 

 

(17,547,579

)

 

 

(81,504,032

)

Other comprehensive loss

 

 

(12,442

)

 

 

-

 

 

 

(12,442

)

 

 

-

 

Ending balance

 

$

246,283,787

 

 

$

142,448,359

 

 

$

246,283,787

 

 

$

142,448,359

 

v3.23.3
Net Revenue (Tables)
9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Composition of Revenue

Net revenue is comprised of the following:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Audio

 

$

52,995,670

 

 

$

48,332,715

 

 

$

153,778,711

 

 

$

146,198,774

 

Digital

 

 

10,241,671

 

 

 

11,177,881

 

 

 

28,769,331

 

 

 

33,455,935

 

Other

 

 

585,947

 

 

 

609,161

 

 

 

1,805,964

 

 

 

1,705,891

 

 

$

63,823,288

 

 

$

60,119,757

 

 

$

184,354,006

 

 

$

181,360,600

 

Deferred Revenue

 

December 31,

 

 

September 30,

 

 

2022

 

 

2023

 

Deferred revenue

 

$

4,696,989

 

 

$

5,356,521

 

Trade Sale Revenue

 

 

December 31,

 

 

September 30,

 

 

2022

 

 

2023

 

Trade sales receivable

 

$

1,564,054

 

 

$

2,032,871

 

Trade sales payable

 

 

806,162

 

 

 

823,879

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Trade sales revenue

 

$

1,481,948

 

 

$

1,441,228

 

 

$

4,358,626

 

 

$

4,288,722

 

v3.23.3
Stock-Based Compensation (Tables)
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Restricted Stock Units

A summary of restricted stock unit activity is presented below:

 

 

Units

 

 

Weighted-Average Grant-Date Fair Value

 

Unvested as of July 1, 2023

 

 

878,850

 

 

$

1.63

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

(8,333

)

 

 

2.01

 

Forfeited

 

 

-

 

 

 

-

 

Unvested as of September 30, 2023

 

 

870,517

 

 

$

1.62

 

v3.23.3
Earnings Per Share (Tables)
9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share

Earnings per share calculation information is as follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2022

 

 

2023

 

 

2022

 

 

2023

 

Net income (loss) attributable to BBGI stockholders

 

$

498,068

 

 

$

(67,536,837

)

 

$

(17,547,579

)

 

$

(81,504,032

)

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

29,546,324

 

 

 

29,962,613

 

 

 

29,445,998

 

 

 

29,867,820

 

Effect of dilutive restricted stock units and restricted stock

 

 

169,037

 

 

 

-

 

 

 

-

 

 

 

-

 

Diluted

 

 

29,715,361

 

 

 

29,962,613

 

 

 

29,445,998

 

 

 

29,867,820

 

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

 

$

0.02

 

 

$

(2.25

)

 

$

(0.60

)

 

$

(2.73

)

v3.23.3
Segment Information (Tables)
9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Summary of reportable segment information

Reportable segment information for the three months ended September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

48,332,715

 

 

$

11,177,881

 

 

$

609,161

 

 

$

-

 

 

$

60,119,757

 

Operating expenses

 

 

38,932,340

 

 

 

10,110,593

 

 

 

1,074,111

 

 

 

-

 

 

 

50,117,044

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,493,277

 

 

 

4,493,277

 

Depreciation and amortization

 

 

1,741,376

 

 

 

47,397

 

 

 

199,979

 

 

 

212,912

 

 

 

2,201,664

 

FCC licenses impairment losses

 

 

78,204,065

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

78,204,065

 

Goodwill impairment loss

 

 

10,582,360

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,582,360

 

Operating income (loss)

 

$

(81,127,426

)

 

$

1,019,891

 

 

$

(664,929

)

 

$

(4,706,189

)

 

$

(85,478,653

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

1,026,120

 

 

$

1,594

 

 

$

-

 

 

$

16,817

 

 

$

1,044,531

 

 

 

Reportable segment information for the three months ended September 30, 2022 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

52,995,670

 

 

$

10,241,671

 

 

$

585,947

 

 

$

-

 

 

$

63,823,288

 

Operating expenses

 

 

42,456,844

 

 

 

8,237,262

 

 

 

817,593

 

 

 

-

 

 

 

51,511,699

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,132,362

 

 

 

5,132,362

 

Depreciation and amortization

 

 

1,520,168

 

 

 

47,882

 

 

 

699,969

 

 

 

188,627

 

 

 

2,456,646

 

Operating income (loss)

 

$

9,018,658

 

 

$

1,956,527

 

 

$

(931,615

)

 

$

(5,320,989

)

 

$

4,722,581

 

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

4,517,127

 

 

$

25,959

 

 

$

-

 

 

$

191,949

 

 

$

4,735,035

 

 

Reportable segment information for the nine months ended September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

146,198,774

 

 

$

33,455,935

 

 

$

1,705,891

 

 

$

-

 

 

$

181,360,600

 

Operating expenses

 

 

118,200,967

 

 

 

30,804,774

 

 

 

3,092,520

 

 

 

-

 

 

 

152,098,261

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,381,403

 

 

 

13,381,403

 

Depreciation and amortization

 

 

5,253,581

 

 

 

141,364

 

 

 

595,746

 

 

 

636,283

 

 

 

6,626,974

 

FCC licenses impairment losses

 

 

88,245,065

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

88,245,065

 

Goodwill impairment loss

 

 

10,582,360

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

10,582,360

 

Operating income (loss)

 

$

(76,083,199

)

 

$

2,509,797

 

 

$

(1,982,375

)

 

$

(14,017,686

)

 

$

(89,573,463

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

2,975,897

 

 

$

13,184

 

 

$

25,534

 

 

$

46,101

 

 

$

3,060,716

 

 

Reportable segment information for the nine months ended September 30, 2022 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Net revenue

 

$

153,778,711

 

 

$

28,769,331

 

 

$

1,805,964

 

 

$

-

 

 

$

184,354,006

 

Operating expenses

 

 

126,507,373

 

 

 

25,810,560

 

 

 

2,829,907

 

 

 

-

 

 

 

155,147,840

 

Corporate expenses

 

 

-

 

 

 

-

 

 

 

-

 

 

 

13,933,292

 

 

 

13,933,292

 

Depreciation and amortization

 

 

4,706,333

 

 

 

56,959

 

 

 

2,096,270

 

 

 

564,086

 

 

 

7,423,648

 

FCC licenses impairment losses

 

 

4,619,772

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,619,772

 

Goodwill impairment losses

 

 

5,856,551

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,856,551

 

Operating income (loss)

 

$

12,088,682

 

 

$

2,901,812

 

 

$

(3,120,213

)

 

$

(14,497,378

)

 

$

(2,627,097

)

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

10,738,350

 

 

$

36,785

 

 

$

59,084

 

 

$

398,693

 

 

$

11,232,912

 

 

Reportable segment information as of September 30, 2023 is as follows:

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Property and equipment, net

 

$

49,202,607

 

 

$

102,950

 

 

$

79,095

 

 

$

3,094,734

 

 

$

52,479,386

 

FCC licenses

 

 

393,976,500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

393,976,500

 

Goodwill

 

 

-

 

 

 

922,000

 

 

 

1,761,100

 

 

 

-

 

 

 

2,683,100

 

Other intangibles, net

 

 

1,741,182

 

 

 

874,315

 

 

 

4,698,716

 

 

 

179,663

 

 

 

7,493,876

 

Assets held for sale

 

 

4,827,864

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,827,864

 

 

 

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

 

 

Audio

 

 

Digital

 

 

Other

 

 

Corporate

 

 

Total

 

Property and equipment, net

 

$

51,941,687

 

 

$

112,693

 

 

$

67,751

 

 

$

3,684,916

 

 

$

55,807,047

 

FCC licenses

 

 

487,249,798

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

487,249,798

 

Goodwill

 

 

10,582,360

 

 

 

922,000

 

 

 

1,761,100

 

 

 

-

 

 

 

13,265,460

 

Other intangibles, net

 

 

1,841,001

 

 

 

992,752

 

 

 

5,206,523

 

 

 

179,663

 

 

 

8,219,939

 

v3.23.3
Summary of Significant Accounting Policies - Summary of Credit Losses on Accounts Receivable (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Allowance for Credit Loss [Abstract]        
Beginning balance $ 1,848,595 $ 1,648,342 $ 1,876,751 $ 1,720,477
Provision for credit losses 481,016 265,187 1,006,830 853,938
Deductions (526,543) (274,559) (1,080,513) (935,445)
Ending balance $ 1,803,068 $ 1,638,970 $ 1,803,068 $ 1,638,970
v3.23.3
Acquisition and Dispositions - Summary of assets held for sale (Details)
Sep. 30, 2023
USD ($)
Long-Lived Assets Held-for-Sale [Line Items]  
Assets held for sale $ 4,827,864
Property and equipment  
Long-Lived Assets Held-for-Sale [Line Items]  
Assets held for sale 77,064
FCC licenses  
Long-Lived Assets Held-for-Sale [Line Items]  
Assets held for sale $ 4,750,800
v3.23.3
Acquisition and Dispositions - Schedule of Purchase Price Allocation (Detail) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Business Acquisition [Line Items]    
Goodwill $ 2,683,100 $ 13,265,460
BBGI Guarantee Digital L L C [Member]    
Business Acquisition [Line Items]    
Property and equipment 3,000  
Goodwill 922,000  
Other intangibles 1,075,000  
Total purchase price allocation $ 2,000,000  
v3.23.3
Acquisition and Dispositions - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Oct. 05, 2023
Sep. 11, 2023
Jun. 22, 2022
Apr. 30, 2022
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Business Acquisition [Line Items]                
Proceeds from dispositions             $ 250,000 $ 1,185,312
FCC licenses impairment losses         $ 78,204,065   88,245,065 4,619,772
Reporting Unit, Zero or Negative Carrying Amount, Amount of Allocated Goodwill         $ 900,000   $ 900,000  
Payment to acquire business gross               $ 2,000,000
Guarantee Digital L L C [Member]                
Business Acquisition [Line Items]                
Payment to acquire business gross     $ 2,000,000          
FCC License [Member]                
Business Acquisition [Line Items]                
FCC licenses impairment losses       $ 1,900,000   $ 10,000,000    
West Palm Beach Boca Raton [Member] | WWNNAM [Member]                
Business Acquisition [Line Items]                
Proceeds from dispositions       $ 1,250,000        
Atlanta, GA [Member] | WWWE-AM [Member]                
Business Acquisition [Line Items]                
Proceeds from dispositions   $ 250,000            
Wilmington | WJBR-FM                
Business Acquisition [Line Items]                
Proceeds from dispositions $ 5,000,000              
v3.23.3
FCC Licenses - Carrying Amount of Broadcasting Licenses (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
FCC Licenses [Line Items]      
Beginning Balance   $ 487,249,798  
Impairment losses $ (78,204,065) (88,245,065) $ (4,619,772)
Radio station disposition   (277,433)  
Assets held for sale reclassification   (4,750,800)  
Ending Balance $ 393,976,500 $ 393,976,500  
v3.23.3
FCC Licenses - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
FCC Licenses [Line Items]        
Impairment losses $ 78,204,065   $ 88,245,065 $ 4,619,772
Licensing Agreements [Member]        
FCC Licenses [Line Items]        
Impairment losses $ 78,200,000      
Fort Mayers Naples FL Lasvegas LV And Wilmington [Member] | Licensing Agreements [Member]        
FCC Licenses [Line Items]        
Impairment losses   $ 2,800,000    
v3.23.3
FCC Licenses - Discounted Cash Flow Analyses (Detail)
3 Months Ended
Sep. 30, 2023
Jun. 30, 2022
Measurement Input, Discount Rate [Member]    
Fair Value Inputs Asset Quantitative Information [Line Items]    
Fair value assumptions inputs rate 10.00% 9.50%
Minimum [Member]    
Fair Value Inputs Asset Quantitative Information [Line Items]    
Market revenue shares at maturity 0.40% 0.60%
Operating income margins at maturity 19.70% 19.20%
Minimum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member]    
Fair Value Inputs Asset Quantitative Information [Line Items]    
Fair value assumptions inputs rate (1.20%) (1.90%)
Maximum [Member]    
Fair Value Inputs Asset Quantitative Information [Line Items]    
Market revenue shares at maturity 44.70% 44.00%
Operating income margins at maturity 30.40% 32.60%
Maximum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member]    
Fair Value Inputs Asset Quantitative Information [Line Items]    
Fair value assumptions inputs rate 1.80% 15.90%
v3.23.3
Goodwill - Summary of Carrying Amount of Goodwill (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]      
Beginning Balance   $ 13,265,460  
Impairment losses (see below) $ (10,582,360) (10,582,360) $ (5,856,551)
Ending Balance $ 2,683,100 $ 2,683,100  
v3.23.3
Goodwill - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Goodwill [Line Items]        
Goodwill impairment losses $ 10,582,360   $ 10,582,360 $ 5,856,551
Boston, MA radio market cluster [Member]        
Goodwill [Line Items]        
Goodwill impairment losses   $ 5,900,000    
Philadelphia, PA Market Cluster [Member]        
Goodwill [Line Items]        
Goodwill impairment losses $ 10,600,000      
v3.23.3
Goodwill - Summary of Key Assumptions Used in the Discounted Cash Flow Analyses (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2022
Sep. 30, 2023
Measurement Input, Discount Rate [Member]      
Goodwill [Line Items]      
Revenue growth rates 10.00% 9.50%  
Goodwill [Member] | Philadelphia, PA Market Cluster [Member]      
Goodwill [Line Items]      
Operating income margins     27.90%
Goodwill [Member] | Measurement Input, Discount Rate [Member] | Boston, MA radio market cluster [Member]      
Goodwill [Line Items]      
Revenue growth rates     9.50%
Goodwill [Member] | Measurement Input, Discount Rate [Member] | Philadelphia, PA Market Cluster [Member]      
Goodwill [Line Items]      
Revenue growth rates     10.00%
Minimum [Member]      
Goodwill [Line Items]      
Operating income margins 19.70% 19.20%  
Minimum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member]      
Goodwill [Line Items]      
Revenue growth rates (1.20%) (1.90%)  
Minimum [Member] | Goodwill [Member] | Boston, MA radio market cluster [Member]      
Goodwill [Line Items]      
Operating income margins     5.40%
Minimum [Member] | Goodwill [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Boston, MA radio market cluster [Member]      
Goodwill [Line Items]      
Revenue growth rates     (1.90%)
Minimum [Member] | Goodwill [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Philadelphia, PA Market Cluster [Member]      
Goodwill [Line Items]      
Revenue growth rates     (9.30%)
Maximum [Member]      
Goodwill [Line Items]      
Operating income margins 30.40% 32.60%  
Maximum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member]      
Goodwill [Line Items]      
Revenue growth rates 1.80% 15.90%  
Maximum [Member] | Goodwill [Member] | Boston, MA radio market cluster [Member]      
Goodwill [Line Items]      
Operating income margins     29.80%
Maximum [Member] | Goodwill [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Boston, MA radio market cluster [Member]      
Goodwill [Line Items]      
Revenue growth rates     11.10%
Maximum [Member] | Goodwill [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Philadelphia, PA Market Cluster [Member]      
Goodwill [Line Items]      
Revenue growth rates     1.40%
v3.23.3
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Line of Credit Facility [Line Items]    
Less unamortized debt issuance costs $ (3,387,637) $ (4,527,893)
Long-term debt 283,612,363 285,472,107
Secured Notes [Member]    
Line of Credit Facility [Line Items]    
Secured notes $ 287,000,000 $ 290,000,000
v3.23.3
Long-Term Debt - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Oct. 31, 2023
Jun. 30, 2023
Sep. 30, 2022
Jun. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Feb. 02, 2021
Long-Term Debt [Line Items]              
Gain (Loss) on Extinguishment of Debt         $ 973,208 $ 1,131,346  
Promissory Note [Member]              
Long-Term Debt [Line Items]              
Debt instrument purchased amount   $ 3,000,000 $ 5,000,000 $ 5,000,000      
Debt instrument redeemed Percentage   66.00% 77.00% 96.00%      
Gain (Loss) on Extinguishment of Debt   $ 1,000,000 $ 1,000,000 $ 100,000      
Promissory Note [Member] | Subsequent Event [Member]              
Long-Term Debt [Line Items]              
Debt instrument purchased amount $ 10,000,000            
Debt instrument redeemed Percentage 63.00%            
Gain (Loss) on Extinguishment of Debt $ 3,600,000            
8.625% senior secured notes due on February 1, 2026              
Long-Term Debt [Line Items]              
Debt Instrument, Interest Rate, Stated Percentage             8.625%
Debt instrument face value             $ 300,000,000
v3.23.3
Stockholders' Equity - Schedule of Changes in Stockholders Equity (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Beginning balance $ 209,809,453 $ 245,537,024 $ 223,488,808 $ 263,082,298
Stock-based compensation 177,814 270,094 533,421 876,174
Adjustment from related party transaction 0 (6,573) 0 (6,573)
Purchase of treasury stock (2,071) (2,384) (69,838) (108,091)
Net income (loss) (67,536,837) 498,068 (81,504,032) (17,547,579)
Other comprehensive loss 0 (12,442) 0 (12,442)
Ending balance $ 142,448,359 $ 246,283,787 $ 142,448,359 $ 246,283,787
v3.23.3
Net Revenue - Composition of Revenue (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Disaggregation of Revenue [Line Items]        
Net revenue $ 60,119,757 $ 63,823,288 $ 181,360,600 $ 184,354,006
Audio [Member]        
Disaggregation of Revenue [Line Items]        
Net revenue 48,332,715 52,995,670 146,198,774 153,778,711
Digital [Member]        
Disaggregation of Revenue [Line Items]        
Net revenue 11,177,881 10,241,671 33,455,935 28,769,331
Other [Member]        
Disaggregation of Revenue [Line Items]        
Net revenue $ 609,161 $ 585,947 $ 1,705,891 $ 1,805,964
v3.23.3
Net Revenue - Deferred Revenue (Detail) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]    
Deferred revenue $ 5,356,521 $ 4,696,989
v3.23.3
Net Revenue - Trade Sale Revenue (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]          
Trade sales receivable $ 2,032,871   $ 2,032,871   $ 1,564,054
Trade sales payable 823,879   823,879   $ 806,162
Trade sales revenue $ 1,441,228 $ 1,481,948 $ 4,288,722 $ 4,358,626  
v3.23.3
Stock-Based Compensation - Additional Information (Detail) - 2007 Plan [Member]
$ in Millions
9 Months Ended
Sep. 30, 2023
USD ($)
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Total unrecognized compensation cost for restricted stock granted | $ $ 0.9
Cost expected to be recognized over a weighted-average period 2 years 1 month 6 days
Minimum [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted stock units and restricted stock awards, vest, period 1 year
Maximum [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted stock units and restricted stock awards, vest, period 5 years
Class A Common Stock [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Shares authorized | shares 7,500,000
v3.23.3
Stock-Based Compensation - Restricted Stock Units (Detail) - 2007 Plan [Member] - Restricted Stock Units (RSUs) [Member]
3 Months Ended
Sep. 30, 2023
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unvested Shares, Beginning Balance | shares 878,850
Granted, Shares | shares 0
Vested, Shares | shares (8,333)
Forfeited, Shares | shares 0
Unvested Shares, Ending Balance | shares 870,517
Unvested, Weighted-Average Grant-Date Fair Value, Beginning Balance | $ / shares $ 1.63
Granted, Weighted-Average Grant-Date Fair Value | $ / shares 0
Vested, Weighted-Average Grant-Date Fair Value | $ / shares 2.01
Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares 0
Unvested, Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares $ 1.62
v3.23.3
Income Taxes - Additional Information (Detail)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Federal statutory rate     21.00%  
Effective tax rate (26.00%) (171.00%) (24.00%) (18.00%)
v3.23.3
Earnings Per Share - Schedule of Earnings Per Share (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]        
Net income (loss) attributable to BBGI stockholders $ (67,536,837) $ 498,068 $ (81,504,032) $ (17,547,579)
Weighted-average shares outstanding:        
Basic 29,962,613 29,546,324 29,867,820 29,445,998
Effect of dilutive restricted stock units and restricted stock 0 169,037 0 0
Diluted 29,962,613 29,715,361 29,867,820 29,445,998
Net income (loss) attributable to BBGI stockholders per Class A and Class B common share - basic $ (2.25) $ 0.02 $ (2.73) $ (0.6)
Net income (loss) attributable to BBGI stockholders per Class A and Class B common share - diluted $ (2.25) $ 0.02 $ (2.73) $ (0.6)
v3.23.3
Earnings Per Share - Additional information (Detail) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2023
Sep. 30, 2022
Share-Based Payment Arrangement [Member]      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from the computation of earnings per share 76,147 83,315 219,222
v3.23.3
Financial Instruments - Additional Information (Detail) - USD ($)
$ in Millions
Sep. 30, 2023
Dec. 31, 2022
Fair Value, Inputs, Level 2 [Member]    
Fair Value Of Financial Instruments [Line Items]    
Long-term debt $ 180.1 $ 174.0
v3.23.3
Segment Information - Summary of Reportable Segment Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Segment Reporting Information [Line Items]          
Net revenue $ 60,119,757 $ 63,823,288 $ 181,360,600 $ 184,354,006  
Operating expenses 50,117,044 51,511,699 152,098,261 155,147,840  
Corporate expenses 4,493,277 5,132,362 13,381,403 13,933,292  
Depreciation and amortization 2,201,664 2,456,646 6,626,974 7,423,648  
FCC licenses impairment losses 78,204,065   88,245,065 4,619,772  
Goodwill impairment loss 10,582,360   10,582,360 5,856,551  
Operating income (loss) (85,478,653) 4,722,581 (89,573,463) (2,627,097)  
Capital expenditures 1,044,531 4,735,035 3,060,716 11,232,912  
Property and equipment, net 52,479,386   52,479,386   $ 55,807,047
FCC licenses 393,976,500   393,976,500   487,249,798
Goodwill 2,683,100   2,683,100   13,265,460
Other intangibles, net 7,493,876   7,493,876   8,219,939
Assets held for sale 4,827,864   4,827,864    
Audio [Member]          
Segment Reporting Information [Line Items]          
Net revenue 48,332,715 52,995,670 146,198,774 153,778,711  
Operating expenses 38,932,340 42,456,844 118,200,967 126,507,373  
Depreciation and amortization 1,741,376 1,520,168 5,253,581 4,706,333  
FCC licenses impairment losses 78,204,065   88,245,065 4,619,772  
Goodwill impairment loss 10,582,360   10,582,360 5,856,551  
Operating income (loss) (81,127,426) 9,018,658 76,083,199 12,088,682  
Capital expenditures 1,026,120 4,517,127 2,975,897 10,738,350  
Property and equipment, net 49,202,607   49,202,607   51,941,687
FCC licenses 393,976,500   393,976,500   487,249,798
Goodwill         10,582,360
Other intangibles, net 1,741,182   1,741,182   1,841,001
Assets held for sale 4,827,864   4,827,864    
Digital [Member]          
Segment Reporting Information [Line Items]          
Net revenue 11,177,881 10,241,671 33,455,935 28,769,331  
Operating expenses 10,110,593 8,237,262 30,804,774 25,810,560  
Depreciation and amortization 47,397 47,882 141,364 56,959  
Operating income (loss) 1,019,891 1,956,527 2,509,797 2,901,812  
Capital expenditures 1,594 25,959 13,184 36,785  
Property and equipment, net 102,950   102,950   112,693
Goodwill 922,000   922,000   922,000
Other intangibles, net 874,315   874,315   992,752
Other [Member]          
Segment Reporting Information [Line Items]          
Net revenue 609,161 585,947 1,705,891 1,805,964  
Operating expenses 1,074,111 817,593 3,092,520 2,829,907  
Depreciation and amortization 199,979 699,969 595,746 2,096,270  
Operating income (loss) (664,929) (931,615) (1,982,375) (3,120,213)  
Capital expenditures     25,534 59,084  
Property and equipment, net 79,095   79,095   67,751
Goodwill 1,761,100   1,761,100   1,761,100
Other intangibles, net 4,698,716   4,698,716   5,206,523
Corporate [Member]          
Segment Reporting Information [Line Items]          
Corporate expenses 4,493,277 5,132,362 13,381,403 13,933,292  
Depreciation and amortization 212,912 188,627 636,283 564,086  
Operating income (loss) (4,706,189) (5,320,989) (14,017,686) (14,497,378)  
Capital expenditures 16,817 $ 191,949 46,101 $ 398,693  
Property and equipment, net 3,094,734   3,094,734   3,684,916
Other intangibles, net $ 179,663   $ 179,663   $ 179,663

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