10-Q 1 d84211d10q.htm 10-Q 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

 

 

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

For the Quarterly Period Ended September 30, 2020

OR

 

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

Commission File No. 000-29253

 

 

BEASLEY BROADCAST GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

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

3033 Riviera Drive, Suite 200

Naples, Florida 34103

(Address of Principal Executive Offices and Zip Code)

(239) 263-5000

(Registrant’s Telephone Number, Including Area Code)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on which Registered

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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, 12,627,099 Shares Outstanding as of November 5, 2020

Class B Common Stock, $0.001 par value, 16,662,743 Shares Outstanding as of November 5, 2020

 

 

 


INDEX

 

          Page
No.
  

PART I

 

FINANCIAL INFORMATION

  

Item 1.

  

Condensed Consolidated Financial Statements.

     3  
  

Notes to Condensed Consolidated Financial Statements.

     7  

Item 2.

  

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

     14  

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk.

     23  

Item 4.

  

Controls and Procedures.

     23  

PART II

OTHER INFORMATION

 

Item 1.

  

Legal Proceedings.

     24  
Item 1A.   

Risk Factors.

     24  

Item 2.

  

Unregistered Sales of Equity Securities and Use of Proceeds.

     25  

Item 3.

  

Defaults Upon Senior Securities.

     26  

Item 4.

  

Mine Safety Disclosures.

     26  

Item 5.

  

Other Information.

     26  

Item 6.

  

Exhibits.

     26  

SIGNATURES

     27  


BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

     December 31,     September 30,  
     2019     2020  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 18,648,171     $ 15,492,425  

Accounts receivable, less allowance for doubtful accounts of $2,145,599 in 2019 and $3,524,070 in 2020

     54,577,452       38,558,344  

Prepaid expenses

     3,516,766       5,495,367  

Other current assets

     2,915,654       9,198,088  
  

 

 

   

 

 

 

Total current assets

     79,658,043       68,744,224  

Property and equipment, net

     53,813,602       55,231,842  

Operating lease right-of-use assets

     39,768,910       36,118,099  

Finance lease right-of-use assets

     346,667       336,667  

FCC licenses

     517,529,167       510,724,755  

Goodwill

     28,596,547       28,596,547  

Other intangibles, net

     29,333,230       26,698,310  

Other assets

     11,014,063       9,485,566  
  

 

 

   

 

 

 

Total assets

   $ 760,060,229     $ 735,936,010  
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Current liabilities:

    

Current installments of long-term debt

   $ 7,500,000     $ 2,750,000  

Accounts payable

     10,323,408       13,223,537  

Operating lease liabilities

     7,234,492       7,086,118  

Finance lease liabilities

     70,192       68,835  

Other current liabilities

     28,064,367       25,227,673  
  

 

 

   

 

 

 

Total current liabilities

     53,192,459       48,356,163  

Due to related parties

     565,617       5,570,132  

Long-term debt, net of current installments and unamortized debt issuance costs

     248,712,452       257,371,712  

Operating lease liabilities

     34,837,804       31,268,630  

Finance lease liabilities

     75,020       19,487  

Deferred tax liabilities

     121,130,996       119,225,496  

Other long-term liabilities

     17,073,923       17,021,149  
  

 

 

   

 

 

 

Total liabilities

     475,588,271       478,832,769  

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; 15,805,432 issued and 11,312,251 outstanding in 2019; 17,132,861 issued and 12,623,349 outstanding in 2020

     15,804       17,132  

Class B common stock, $0.001 par value; 75,000,000 shares authorized; 16,662,743 issued and outstanding in 2019 and 2020

     16,662       16,662  

Additional paid-in capital

     153,254,599       156,488,368  

Treasury stock, Class A common stock; 4,493,181 shares in 2019; 4,509,512 shares in 2020

     (30,662,332     (30,696,744

Retained earnings

     162,350,145       132,113,215  

Accumulated other comprehensive loss

     (436,338     (436,338
  

 

 

   

 

 

 

Total stockholders’ equity

     284,538,540       257,502,295  

Noncontrolling interests

     (66,582     (399,054
  

 

 

   

 

 

 

Total equity

     284,471,958       257,103,241  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 760,060,229     $ 735,936,010  
  

 

 

   

 

 

 

 

3


BEASLEY BROADCAST GROUP, INC.

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

 

     Three Months Ended September 30,  
     2019     2020  

Net revenue

   $ 66,114,701     $ 49,649,659  
  

 

 

   

 

 

 

Operating expenses:

    

Operating expenses (including stock-based compensation of $138,704 in 2019 and $103,980 in 2020 and excluding depreciation and amortization shown separately below)

     49,443,632       41,589,490  

Corporate expenses (including stock-based compensation of $463,804 in 2019 and $124,988 in 2020)

     5,326,660       3,712,816  

Transaction expenses

     65,423       —    

Other operating expenses

     —         600,000  

Depreciation and amortization

     1,867,234       2,912,681  
  

 

 

   

 

 

 

Total operating expenses

     56,702,949       48,814,987  
  

 

 

   

 

 

 

Operating income

     9,411,752       834,672  

Non-operating income (expense):

    

Interest expense

     (4,406,162     (4,544,235

Other income (expense), net

     (86,333     (42,156
  

 

 

   

 

 

 

Income (loss) before income taxes

     4,919,257       (3,751,719

Income tax expense (benefit)

     1,733,980       (1,031,166
  

 

 

   

 

 

 

Income (loss) before equity in earnings of unconsolidated affiliates

     3,185,277       (2,720,553

Equity in earnings of unconsolidated affiliates, net of tax

     (141,378     (4,221
  

 

 

   

 

 

 

Net income (loss)

     3,043,899       (2,724,774

Earnings attributable to noncontrolling interest

     —         339,376  
  

 

 

   

 

 

 

Net income (loss) attributable to BBGI stockholders

   $ 3,043,899       (2,385,398
  

 

 

   

 

 

 

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

    

Basic and diluted

   $ 0.11     $ (0.08

Dividends declared per common share

   $ 0.05     $ —    

Weighted average shares outstanding:

    

Basic

     27,781,412       29,154,148  

Diluted

     27,882,474       29,154,148  

 

4


BEASLEY BROADCAST GROUP, INC.

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

 

     Nine Months Ended September 30,  
     2019     2020  

Net revenue

   $ 189,461,003     $ 137,683,217  
  

 

 

   

 

 

 

Operating expenses:

    

Operating expenses (including stock-based compensation of $346,853 in 2019 and $347,497 in 2020 and excluding depreciation and amortization shown separately below)

     144,654,507       133,868,282  

Corporate expenses (including stock-based compensation of $1,387,845 in 2019 and $347,174 in 2020)

     15,712,635       11,950,672  

Transaction expenses

     361,935       —    

Other operating expenses

     —         600,000  

Depreciation and amortization

     5,378,708       8,375,227  

Gain on dispositions

     (3,545,755     —    

Impairment losses

     —         6,804,412  
  

 

 

   

 

 

 

Total operating expenses

     162,562,030       161,598,593  
  

 

 

   

 

 

 

Operating income (loss)

     26,898,973       (23,915,376

Non-operating income (expense):

    

Interest expense

     (13,544,083     (12,580,706

Loss on modification of long-term debt

     —         (2,798,789

Other income (expense), net

     (280,722     55,960  
  

 

 

   

 

 

 

Income (loss) before income taxes

     13,074,168       (39,238,911

Income tax expense (benefit)

     4,266,627       (9,490,892
  

 

 

   

 

 

 

Income (loss) before equity in earnings of unconsolidated affiliates

     8,807,541       (29,748,019

Equity in earnings of unconsolidated affiliates, net of tax

     (141,378     (90,715
  

 

 

   

 

 

 

Net income (loss)

     8,666,163       (29,838,734

Earnings attributable to noncontrolling interest

     —         881,814  
  

 

 

   

 

 

 

Net income (loss) attributable to BBGI stockholders

   $ 8,666,163       (28,956,920
  

 

 

   

 

 

 

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

    

Basic and diluted

   $ 0.31     $ (1.02

Dividends declared per common share

   $ 0.15     $ 0.05  

Weighted average shares outstanding:

    

Basic

     27,706,759       28,362,512  

Diluted

     27,828,316       28,362,512  

 

5


BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

     Nine Months Ended September 30,  
     2019     2020  

Cash flows from operating activities:

    

Net income (loss)

   $ 8,666,163     $ (29,838,734

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

    

Stock-based compensation

     1,734,698       694,671  

Provision for bad debts

     271,399       3,432,813  

Depreciation and amortization

     5,378,708       8,375,227  

Gain on dispositions

     (3,545,755     —    

Impairment losses

     —         6,804,412  

Non-cash interest expense

     —         290,426  

Amortization of loan fees

     1,451,949       1,441,634  

Loss on modification of long-term debt

     —         2,798,789  

Deferred income taxes

     1,537,291       (8,972,361

Equity in earnings of unconsolidated affiliates

     141,378       90,715  

Change in operating assets and liabilities:

    

Accounts receivable

     3,087,481       12,586,295  

Prepaid expenses

     (3,512,932     (1,978,601

Other assets

     (140,228     3,164,693  

Accounts payable

     4,159,569       2,900,129  

Other liabilities

     3,950,396       (1,295,347

Other operating activities

     133,381       305,806  
  

 

 

   

 

 

 

Net cash provided by operating activities

     23,313,498       800,567  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Payments for acquisitions

     (13,500,000     —    

Capital expenditures

     (6,901,243     (6,996,619

Proceeds from dispositions

     3,800,000       —    

Payments for investments

     (5,009,999     (1,000,000
  

 

 

   

 

 

 

Net cash used in investing activities

     (21,611,242     (7,996,619
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Issuance of debt

     10,000,000       14,000,000  

Payments on debt

     (9,000,000     (4,500,000

Payment of debt issuance costs

     —         (2,581,163

Reduction of finance lease liabilities

     (50,326     (48,615

Dividends paid

     (4,150,335     (2,795,504

Purchase of treasury stock

     (36,672     (34,412
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (3,237,333     4,040,306  
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (1,535,077     (3,155,746

Cash and cash equivalents at beginning of period

     13,433,828       18,648,171  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 11,898,751     $ 15,492,425  
  

 

 

   

 

 

 

Cash paid for interest

   $ 12,217,854     $ 10,871,306  
  

 

 

   

 

 

 

Cash paid for income taxes

   $ 3,438,550     $ 115,400  
  

 

 

   

 

 

 

Supplement disclosure of non-cash investing and financing activities:

    

Class A common stock issued for debt repayment

   $ —       $ 2,250,000  
  

 

 

   

 

 

 

Dividends declared but unpaid

   $ 1,389,273     $ —    
  

 

 

   

 

 

 

Class A common stock issued for acquisition

   $ 198,500     $ —    
  

 

 

   

 

 

 

Class A common stock issued for investment

   $ 974,125     $ —    
  

 

 

   

 

 

 

Media advertising exchanged for investment

   $ 1,000,000     $ —    
  

 

 

   

 

 

 

 

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, 2019. 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.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and its investments in OutlawsXP, Inc. (“Outlaws”) and Renegades Holdings, Inc. (“Renegades”). The Company holds an approximately 90% economic interest in Outlaws and an approximately 51% economic interest in Renegades. Net assets and results of operations for Outlaws and Renegades as of and for the three and nine months ended September 30, 2020 are not significant. All significant inter-company transactions and balances have been eliminated.

COVID-19

In March 2020, coronavirus disease 2019 (“COVID-19”) was recognized as a pandemic by the World Health Organization. The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets. The Company has been impacted by deteriorating general economic conditions, which have caused a downturn in the advertising industry. The decreased demand for advertising has negatively impacted its net revenue, and many advertisers have reduced or ceased advertising spend due to the COVID-19 pandemic and its related economic impact. Specifically, the Company observed a rapid increase in cancellations and a reduction of new sales beginning midway through the month of March 2020. The cancellations were broad-based but more severe in industries that were severely impacted by the COVID-19 pandemic. Sales began to recover during the second quarter of 2020 and have continued to recover during the third quarter of 2020. The Company is actively monitoring the COVID-19 pandemic. While this disruption is currently expected to be temporary, there is considerable uncertainty around the duration. Thus, it is impossible to predict the total impact that it will have on the Company. If public and private entities continue to implement restrictive measures, the material adverse effect on the Company’s results of operations, financial condition and cash flows could persist.

Beginning in March 2020, the Company implemented certain expense control initiatives, such as reductions in compensation for management and other employees, reductions in planned capital expenditures, negotiated vendor pricing reductions, furloughs and headcount reductions for certain employees and suspensions of new employee hiring and travel and entertainment expenses. The Company expects these initiatives to continue reducing its expenses throughout the remainder of 2020. The board of directors also suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders.

In addition, in June 2020, the Company entered into Amendment No. 2 to its credit agreement (the “Amendment”) which limits the ability of the Company to pay dividends until certain leverage-based milestones have been achieved. In June 2020, the Company also entered into an amendment to the Promissory Note (as defined below). See Note 4 for additional information.

The COVID-19 pandemic continues to create significant uncertainty and disruption in the global economy and financial markets. It is reasonably possible that these uncertainties could materially impact the Company’s significant accounting estimates related to, but not limited to, allowance for doubtful accounts, impairment of FCC licenses and goodwill, and determination of right-of-use assets. As a result, many of the Company’s estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. The Company’s estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its consolidated financial statements.

(2) Acquisitions and Dispositions

On May 5, 2020, the Company entered into an agreement to sell certain land with an immaterial carrying amount in Charlotte, NC to a third party for $4.7 million. The Company expects to close on the sale and record a gain during the fourth quarter of 2020.

 

7


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

On August 31, 2019, the Company completed the acquisition of substantially all of the assets used to operate WDMK-FM in Detroit from Urban One, Inc. for $13.5 million in cash. The purchase price was partially financed with $10.0 million in borrowings from the Company’s credit facility and partially funded with $3.5 million of cash from operations. The acquisition broadened and diversified the Company’s local radio broadcasting platform and revenue base in the Detroit radio market. The acquisition was accounted for as an asset acquisition. The Company incurred transaction costs of $0.2 million which were capitalized as a component of the assets acquired.

The assets acquired are summarized as follows:

 

Property and equipment

   $ 432,588  

FCC licenses

     12,891,117  

Other intangibles

     176,295  
  

 

 

 
   $ 13,500,000  
  

 

 

 

On March 28, 2019, the Company completed the sale of certain land and improvements in Augusta, GA to a third party for $0.5 million. As a result of the sale, the Company recorded a gain of $0.4 million in the first quarter of 2019.

On March 15, 2019, the Company agreed to cancel a broadband radio service license in Chattanooga, TN in exchange for a fee of $3.3 million received from Clearwire Spectrum Holdings LLC (“Clearwire”). The Company had previously leased the channels under the broadband radio service license to Clearwire under an agreement that ended on March 15, 2019. As a result of the license cancelation, the Company recorded a gain of $3.1 million in the first quarter of 2019.

(3) FCC Licenses

Changes in the carrying amount of Federal Communications Commission (“FCC”) licenses for the nine months ended September 30, 2020 are as follows:

 

Balance as of January 1, 2020

   $ 517,529,167  

Impairment losses

     (6,804,412
  

 

 

 

Balance as of September 30, 2020

   $ 510,724,755  
  

 

 

 

Licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the Company’s licenses might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that its licenses are impaired. If the Company determines it is more likely than not that its licenses are impaired, then the Company is required to perform the quantitative impairment test. The quantitative impairment test compares the fair value of the Company’s licenses with their carrying amounts. If the carrying amounts of the licenses exceed their fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of testing its licenses for impairment, the Company combines its licenses into reporting units based on its market clusters.

Due to the impact of the COVID-19 pandemic on the U.S. economy, the Company tested its FCC licenses for impairment during the first quarter of 2020. As a result of the quantitative impairment test, the Company recorded impairment losses of $6.8 million related to the FCC licenses in its Atlanta, GA, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Las Vegas, NV, West Palm Beach-Boca Raton, FL, and Wilmington, DE market clusters. The impairment losses were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with the Company and the radio broadcasting industry. The fair values were estimated using an income approach. The income approach is based upon discounted cash flow analyses incorporating variables such as projected radio market revenues, projected growth rate for radio market revenues, projected radio market revenue shares, projected radio station operating income margins, and a discount rate appropriate for the radio broadcasting industry. The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

   (14.1)% - 7.9%

Market revenue shares at maturity

   0.6% - 39.0%

Operating income margins at maturity

   26.5% - 35.4%

Discount rate

   9.5%

 

8


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

The Company did not identify any triggering events for impairment during the second quarter of 2020. Therefore, the Company did not test its FCC licenses for impairment during the second quarter of 2020.

The Company elected to perform the quantitative impairment test for its FCC licenses in all markets during the third quarter of 2020. As a result of the quantitative impairment test performed as of September 30, 2020, the Company recorded no impairment losses related to its FCC licenses in any of its reporting units. The fair values were estimated using an income approach. The income approach is based upon discounted cash flow analyses incorporating variables such as projected radio market revenues, projected growth rate for radio market revenues, projected radio market revenue shares, projected radio station operating income margins, and a discount rate appropriate for the radio broadcasting industry. The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

   0.5% - 18.8%

Market revenue shares at maturity

   0.6% - 44.4%

Operating income margins at maturity

   19.5% - 33.3%

Discount rate

   9.0%

(4) Long-Term Debt

Long-term debt is comprised of the following:

 

     December 31,
2019
     September 30,
2020
 

Credit facility—term loan facility

   $ 239,000,000      $ 238,000,000  

Credit facility—revolving credit facility

     11,000,000        20,000,000  

Promissory note

     13,500,000        7,750,000  
  

 

 

    

 

 

 
     263,500,000        265,750,000  

Less unamortized debt issuance costs

     (7,287,548      (5,628,288
  

 

 

    

 

 

 
     256,212,452        260,121,712  

Less current installments

     (7,500,000      (2,750,000
  

 

 

    

 

 

 
   $ 248,712,452      $ 257,371,712  
  

 

 

    

 

 

 

As of September 30, 2020, the credit facility consisted of a term loan facility with a remaining balance of $238.0 million and a revolving credit facility with an outstanding balance of $20.0 million and a maximum commitment of $20.0 million. As of September 30, 2020, the Company had no available commitments under its revolving credit facility. Following the entry into the Amendment as described below, at the Company’s option, the credit facility may bear interest at either (i) the London Interbank Offered Rate (“LIBOR”) plus a margin of 4.25% or (ii) the base rate (as defined in the credit agreement) plus a margin of 3.25%. The LIBOR interest rate for the term loan is subject to a 1% floor and the base rate is subject to a 2% floor. Interest payments are, for loans based on LIBOR, due at the end of each applicable interest period unless the interest period is longer than three months, in which case they are due at the end of each three-month period. Interest payments for loans based on the base rate are due quarterly. The revolving credit facility carried interest, based on LIBOR, at 4.4% as of September 30, 2020 and matures on November 17, 2022. The term loan carried interest, based on LIBOR, at 5.25% as of September 30, 2020 and matures on November 1, 2023.

On June 30, 2020, the Company entered into the Amendment with certain of its lenders. The Amendment amended and modified the credit agreement to, among other things, (i) increase the interest rate applicable to the term loans and revolving credit facility by 25 basis points per annum, (ii) add fees of 300 basis points payable on December 31, 2021 and 150 basis points payable on December 31, 2022, if the credit agreement is not refinanced prior to such time, (iii) impose additional reporting requirements, (iv) revise the Excess Cash Flow prepayment requirement such that when the Total Leverage Ratio is greater than 4.5x, 75% of Excess Cash Flow must be prepaid, with such prepayment amounts stepping down to 50%, 25% and 0% upon achievement of certain Total Leverage Ratio milestones, and (v) reduce the flexibility to incur certain additional indebtedness, liens and investments and make certain restricted payments, subject to the achievement of certain leverage-based milestones. In connection with the Amendment, the Company recorded a loss on modification of long-term debt of $2.8 million during the second quarter of 2020.

Additionally, the Amendment modified the financial covenant to remove the maximum First Lien Leverage Ratio previously tested quarterly through the fiscal quarter ended March 31, 2020. In its place, the Amendment added (i) a minimum liquidity covenant of $8.5 million (the “Minimum Liquidity Amount”), which will be tested every other week until the Total Leverage Ratio is less than

 

9


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

5.0x, (ii) a minimum EBITDA (as defined in the credit agreement, as amended by the Amendment) covenant, which will be tested monthly beginning October 31, 2020 through June 30, 2021 and (iii) a maximum First Lien Leverage Ratio covenant, which will be tested quarterly beginning with the fiscal quarter ending September 30, 2021. The Amendment also modifies the definition of Consolidated EBITDA to remove certain add-backs with respect to the calculation of Consolidated EBITDA and EBITDA for financial covenants and other similar calculations and reduces the amount of cash that can be netted for the calculation of the First Lien Leverage Ratio for purposes of testing the First Lien Leverage Ratio financial covenant, when applicable.

As of December 31, 2019, the credit facility consisted of a term loan facility with a remaining balance of $239.0 million and a revolving credit facility with an outstanding balance of $11.0 million and a maximum commitment of $20.0 million. The term loan facility and revolving credit facility carried interest, based on LIBOR, at 5.8% as of December 31, 2019.

The credit facility is secured by substantially all assets of the Company and its subsidiaries and is guaranteed jointly and severally by the Company and its subsidiaries. If the Company defaults under the terms of the credit agreement, the Company and its subsidiaries may be required to perform under their guarantees. As of September 30, 2020, the maximum amount of undiscounted payments the Company and its applicable subsidiaries would have been required to make in the event of default was $258.0 million. The guarantees for the credit facility expire on November 17, 2022 for the revolving credit facility and on November 1, 2023 for the term loan facility.

Failure to comply with financial covenants, scheduled interest payments, scheduled principal repayments, or any other terms of the credit agreement, as amended by the Amendment, could result in the acceleration of the maturity of the Company’s outstanding debt, which could have a material adverse effect on the Company’s business or results of operations. The Company projects that it will be in compliance with all applicable financial covenants, as amended, for the next twelve months.

On November 14, 2019, the Company acquired a majority interest in an esports team and issued a promissory note for $16.5 million to the seller (the “Promissory Note”). The Promissory Note had a remaining balance of $13.5 million as of December 31, 2019. On June 30, 2020, the Company entered into an amendment to the Promissory Note (as amended, the “Amended Promissory Note”) applicable to the remaining balance of $10.0 million. The Amended Promissory Note bears cash-pay interest at 5% per annum payable quarterly in arrears and additional payment-in-kind interest at 10% per annum and provides for a cash principal payment of $2.25 million on December 31, 2020. For subsequent stock issuances, which begin on June 30, 2021, the principal reduction amount will be the lesser of (i) the value of the stock issued based on 20-day moving average on the day prior to issuance or (ii) the “principal reduction amount,” which is 50% of the value of the stock based on a fixed price of $2.35 per share. The number of shares to be issued was fixed at the time of the signing of the note and will not exceed 3,191,489 in the aggregate (including the issuance on July 8, 2020 noted below). All accrued but unpaid interest and the then outstanding principal amount of the Amended Promissory Note will be paid in full in cash on December 31, 2023. The Amended Promissory Note will mature on December 31, 2023 and may be prepaid at any time at the option of the Company.

On July 8, 2020, the Company issued an initial stock payment of 1,276,596 shares of Class A common stock at a fixed price of $2.35 per share that reduced the principal amount of the Amended Promissory Note by $2.25 million. The shares were issued at $1.99 per share and the $0.3 million difference between the fair value of the shares and the principal reduction was recorded as additional interest expense. As of September 30, 2020, the Amended Promissory Note had a balance of $7.75 million.

The aggregate scheduled principal repayments of the credit facility and Amended Promissory Note for the remainder of 2020 and the next three years are as follows:

 

2020

   $ 2,250,000  

2021

     750,000  

2022

     21,250,000  

2023

     241,500,000  
  

 

 

 

Total

   $ 265,750,000  
  

 

 

 

 

10


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

(5) Stockholders’ Equity

The changes in stockholders’ equity for the three and nine months ended September 30, 2019 and 2020 are as follows:

 

     Three months ended September 30,      Nine months ended September 30,  
     2019      2020      2019      2020  

Beginning balance

   $ 279,217,346      $ 257,061,115      $ 275,034,091      $ 284,471,958  

Change in accounting principle

     —          —          (935,916      —    

Issuance of common stock

     —          2,540,425        1,172,625        2,540,425  

Stock-based compensation

     602,508        228,968        1,734,698        694,671  

Purchase of treasury stock

     (5,588      (2,493      (36,672      (34,412

Net income (loss)

     3,043,899        (2,724,774      8,666,163        (29,838,734

Cash dividends

     (1,389,273      —          (4,166,097      (1,398,321

Noncontrolling interest created in consolidation

     —          —          —          667,654  
  

 

 

    

 

 

    

 

 

    

 

 

 

Ending balance

   $ 281,468,892      $ 257,103,241      $ 281,468,892      $ 257,103,241  
  

 

 

    

 

 

    

 

 

    

 

 

 

(6) Revenue

Revenue is comprised of the following:

 

     Three months ended September 30,      Nine months ended September 30,  
     2019      2020      2019      2020  

Commercial advertising

   $ 57,312,548      $ 42,168,479      $ 164,470,136      $ 114,014,198  

Digital advertising

     4,908,072        4,994,487        13,162,700        14,344,768  

Other

     3,894,081        2,486,693        11,828,167        9,324,251  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 66,114,701      $ 49,649,659      $ 189,461,003      $ 137,683,217  
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company recognizes revenue when it satisfies a performance obligation under a contract with an advertiser. The transaction price is allocated to performance obligations based on executed contracts which represent relative standalone selling prices. Payment is generally due within 30 days although certain advertisers are required to pay in advance. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. The Company has elected to use the practical expedient to expense sales commissions as incurred. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheet. Substantially all deferred revenue is recognized within twelve months of the payment date.

 

     December 31,
2019
     September 30,
2020
 

Deferred revenue

   $ 3,639,077      $ 4,875,467  

 

     Three months ended September 30,      Nine months ended September 30,  
     2019      2020      2019      2020  

Losses on receivables

   $ 107,224      $ 965,864      $ 465,620      $ 2,054,342  

Commercial advertising includes revenue from the sale or trade of aired commercial spots to advertisers directly or through national, regional or local advertising agencies. Each commercial spot is considered a performance obligation. Revenue is recognized when the commercial spots have aired. Trade sales are recorded at the estimated fair value of the goods or services received. If commercial spots are aired before the goods or services are received then a trade sales receivable is recorded. If goods or services are received before the commercial spots are aired then a trade sales payable is recorded.

 

     December 31,
2019
     September 30,
2020
 

Trade sales receivable

   $ 1,691,295      $ 1,131,332  

Trade sales payable

     2,180,783        974,333  

 

     Three months ended September 30,      Nine months ended September 30,  
     2019      2020      2019      2020  

Trade sales revenue

   $ 2,005,613      $ 1,211,223      $ 6,513,855      $ 3,755,119  

 

11


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

Digital advertising 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.

Other revenue includes revenue from esports, concerts, promotional events, talent fees and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed, or as the talent services are completed.

 

(7)

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 and restricted stock awards 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:

 

     Restricted
Stock
Units
     Weighted-
Average
Grant-Date
Fair Value
 

Unvested as of July 1, 2020

     589,334      $ 4.27  

Granted

     15,000        1.52  

Vested

     —          —    

Forfeited

     (1,000      10.83  
  

 

 

    

Unvested as of September 30, 2020

     603,334      $ 4.19  
  

 

 

    

A summary of restricted stock activity is presented below:

 

     Shares      Weighted-
Average
Grant-Date
Fair Value
 

Unvested as of July 1, 2020

     27,000      $ 5.00  

Granted

     —          —    

Vested

     (7,500      4.90  

Forfeited

     (2,000      7.00  
  

 

 

    

Unvested as of September 30, 2020

     17,500      $ 4.81  
  

 

 

    

As of September 30, 2020, there was $1.7 million of total unrecognized compensation cost for restricted stock units and shares of restricted stock granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of 2.6 years.

 

(8)

Income Taxes

The Company’s effective tax rate was 35% and (27)% for the three months ended September 30, 2019 and 2020, respectively, and 33% and (24)% for the nine months ended September 30, 2019 and 2020, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

 

12


BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

(9)

Earnings Per Share

The following table presents the computation of net income (loss) attributable to BBGI stockholders per Class A and B common share:

 

     Three months ended September 30,      Nine months ended September 30,  
     2019      2020      2019      2020  

Basic income (loss) per share

           

Numerator

           

Net income (loss)

   $ 3,043,899      $ (2,385,398    $ 8,666,163      $ (28,956,920
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator

           

Basic weighted shares outstanding

     27,781,412        29,154,148        27,706,759        28,362,512  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share—basic

   $ 0.11      $ (0.08    $ 0.31      $ (1.02
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted income (loss) per share

           

Numerator

           

Net income (loss)

   $ 3,043,899      $ (2,385,398    $ 8,666,163      $ (28,956,920
  

 

 

    

 

 

    

 

 

    

 

 

 

Denominator

           

Basic weighted shares outstanding

     27,781,412        29,154,148        27,706,759        28,362,512  

Effect of restricted stock and restricted stock units under the treasury stock method

     101,062               121,557         
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted weighted shares outstanding

     27,882,474        29,154,148        27,828,316        28,362,512  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss) per share—diluted

   $ 0.11      $ (0.08    $ 0.31      $ (1.02
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company excluded the effect of restrictive stock and restricted stock units under the treasury stock method as the addition of shares were anti-dilutive when reporting a net loss. The number of shares excluded were 44,490 and 70,245 for the three and nine months ended September 30, 2020, respectively.

 

(10)

Related Party Transactions

As a condition to entering into the Amendment, George Beasley, the Company’s Chairman, provided a $5.0 million loan to the Company that accrues payment-in-kind interest at 6% per annum with no cash payments due until the loan’s maturity in December 2023. Mr. Beasley and GGB Family Limited Partnership also each entered into standby letters of credit in combined aggregate face amount of $5.0 million in favor of U.S. Bank, National Association for the benefit of the Company as a source of backup liquidity that may be drawn by U.S. Bank, National Association in the event that the Company fails to maintain the Minimum Liquidity Amount.

 

(11)

Financial Instruments

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

The carrying amount of the Company’s long-term debt, including the term loan facility and the revolving credit facility as of September 30, 2020, was $265.7 million, which approximated fair value based on current market interest rates. The carrying amount of the Company’s long-term debt as of December 31, 2019 was $263.5 million, which approximated fair value based on current market interest rates.

 

13


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

General

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate radio stations in the following radio markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, Tampa-Saint Petersburg, FL, West Palm Beach-Boca Raton, FL, and Wilmington, DE. We refer to each group of radio stations in each radio market as a market cluster.

Recent Developments

In March 2020, coronavirus disease 2019 (“COVID-19”) was recognized as a pandemic by the World Health Organization. The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets. We have been impacted by deteriorating general economic conditions, which have caused a downturn in the advertising industry. The decreased demand for advertising has negatively impacted our net revenue, and many advertisers have reduced or ceased advertising spend due to the COVID-19 pandemic and its related economic impact. Specifically, we observed a rapid increase in cancellations and a reduction of new sales beginning midway through the month of March 2020. The cancellations were broad-based but more severe in industries that were severely impacted by the COVID-19 pandemic. Sales began to recover during the second quarter of 2020 and have continued to recover during the third quarter of 2020. We are actively monitoring the COVID-19 pandemic. While this disruption is currently expected to be temporary, there is considerable uncertainty around the duration. Thus, it is impossible to predict the total impact that it will have on the Company. If public and private entities continue to implement restrictive measures, the material adverse effect on our results of operations, financial condition and cash flows could persist.

Beginning in March 2020, we implemented certain expense control initiatives, such as reductions in compensation for management and other employees, reductions in planned capital expenditures, negotiated vendor pricing reductions, furloughs and headcount reductions for certain employees and suspensions of new employee hiring and travel and entertainment expenses. We expect these initiatives to continue reducing our expenses throughout the remainder of 2020. Our board of directors also suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders. In addition, the Amendment (as defined below) limits our ability to pay dividends until certain leverage-based milestones have been achieved.

Due to the impact of the COVID-19 pandemic on the U.S. economy, we tested our FCC licenses for impairment during the first quarter of 2020. As a result of the quantitative impairment test, we recorded impairment losses of $6.8 million related to the FCC licenses in our Atlanta, GA, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Las Vegas, NV, West Palm Beach-Boca Raton, FL, and Wilmington, DE market clusters. The impairment losses were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with the Company and the radio broadcasting industry. We did not identify any triggering events for impairment during the second quarter of 2020. Therefore, we did not test our FCC licenses for impairment during the second quarter of 2020. We elected to perform the quantitative impairment test for our FCC licenses in all markets during the third quarter of 2020. As a result of the quantitative impairment test performed as of September 30, 2020, we recorded no impairment losses related to our FCC licenses in any of our reporting units.

In June 2020, we entered into Amendment No. 2 to our credit agreement (the “Amendment”) and into an amendment to the Promissory Note (as defined below). See “Liquidity and Capital Resources” for additional information.

The COVID-19 pandemic continues to create significant uncertainty and disruption in the global economy and financial markets. It is reasonably possible that these uncertainties could materially impact the Company’s significant accounting estimates related to, but not limited to, allowance for doubtful accounts, impairment of FCC licenses and goodwill, and determination of right-of-use assets. As a result, many of the Company’s estimates and assumptions require increased judgment and carry a higher degree of variability and volatility. The Company’s estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its consolidated financial statements.

 

14


Cautionary Note Regarding Forward-Looking Statements

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

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

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

 

   

the effects of the COVID-19 pandemic, including its potential effects on the economic environment and the Company’s results of operations, liquidity and financial condition, and the increased risk of impairments of the Company’s FCC licenses and/or goodwill, as well as any changes to federal, state or local government laws, regulations or orders in connection with the pandemic;

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

the Company’s dependence on selected market clusters of radio 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;

 

   

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, including restrictions on the ability to pay dividends in the near term as a result of the Amendment to the Company’s credit agreement;

 

   

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

 

   

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

 

15


   

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

 

   

the loss of key personnel;

 

   

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

 

   

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

 

   

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

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

Financial Statement Presentation

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

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

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

 

   

a radio station’s audience share in the demographic groups targeted by advertisers as measured principally by periodic reports issued by Nielson Audio;

 

   

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

 

   

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

 

   

the size of the market.

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

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

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

 

16


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

Critical Accounting Estimates

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

 

   

it requires assumptions to be made that were uncertain at the time the estimate was made; and

 

   

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

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

Due to the impact of the COVID-19 pandemic on the U.S. economy, we tested our FCC licenses for impairment during the first quarter of 2020. As a result of the quantitative impairment test, we recorded impairment losses of $6.8 million related to the FCC licenses in our Atlanta, GA, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Las Vegas, NV, West Palm Beach-Boca Raton, FL, and Wilmington, DE market clusters. The impairment losses were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with our Company and the radio broadcasting industry. The fair values were estimated using an income approach. The income approach is based upon discounted cash flow analyses incorporating variables such as projected radio market revenues, projected growth rate for radio market revenues, projected radio market revenue shares, projected radio station operating income margins, and a discount rate appropriate for the radio broadcasting industry. The key assumptions used in the discounted cash flow analyses are as follows:

 

Revenue growth rates

   (14.1)% - 7.9%

Market revenue shares at maturity

   0.6% - 39.0%

Operating income margins at maturity

   26.5% - 35.4%

Discount rate

   9.5%

We did not identify any triggering events for impairment during the second quarter of 2020. Therefore, we did not test our FCC licenses for impairment during the second quarter of 2020.

We elected to perform the quantitative impairment test for our FCC licenses in all markets during the third quarter of 2020. As a result of the quantitative impairment test performed as of September 30, 2020, we recorded no impairment losses related to our FCC licenses in any of our reporting units. The fair values were estimated using an income approach. The 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

   0.5% - 18.8%

Market revenue shares at maturity

   0.6% - 44.4%

Operating income margins at maturity

   19.5% - 33.3%

Discount rate

   9.0%

 

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

 

Market cluster

   FCC
broadcasting
licenses
     Excess  

Atlanta, GA

   $ 832,300        35.9

Augusta, GA

     6,113,075        86.2  

Boston, MA

     137,856,160        7.5  

Charlotte, NC

     58,584,551        12.5  

Detroit, MI

     29,978,201        16.1  

Fayetteville, NC

     8,974,679        36.2  

Fort Myers-Naples, FL

     9,555,146        12.1  

Las Vegas, NV

     34,689,500        0.9  

Middlesex, Monmouth, Morristown, NJ

     21,896,900        4.7  

Philadelphia, PA

     119,674,192        18.1  

Tampa-Saint Petersburg, PA

     61,787,351        32.1  

West Palm Beach-Boca Raton, FL

     2,791,900        0.3  

Wilmington, DE

     17,990,800        2.2  

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

Due to the impact of the COVID-19 pandemic, we tested our goodwill for impairment during the first quarter of 2020. We assessed qualitative factors for the esports reporting unit and did not identify any triggering events, however our assessment of qualitative factors for the market clusters identified triggering events for impairment. As a result of the impairment test performed on the market clusters during the first quarter of 2020, we determined that the estimated fair value of each market cluster exceeded the carrying amount by at least five percent at each market cluster as of March 31, 2020. We did not identify any triggering events for impairment during the second and third quarters of 2020. Therefore, we did not test our goodwill for impairment during the second and third quarters of 2020.

We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our FCC licenses and goodwill, however, these estimates and assumptions are highly judgmental in nature. Actual results can be materially different from estimates and assumptions. If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the estimated fair value of our indefinite-lived intangible assets below the amounts reflected on our balance sheet, we may recognize future impairment charges, the amount of which may be material.

Our remaining critical accounting estimates are described in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019. There have been no additional material changes to our critical accounting estimates during the third quarter of 2020.

Recent Accounting Pronouncements

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

Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019

The following summary table presents a comparison of our results of operations for the three months ended September 30, 2019 and 2020 with respect to certain of our key financial measures. These changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

 

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     Three Months ended September 30,      Change  
     2019      2020      $      %  

Net revenue

   $ 66,114,701      $ 49,649,659      $ (16,465,042      (24.9 )% 

Operating expenses

     49,443,632        41,589,490        (7,854,142      (15.9

Corporate expenses

     5,326,660        3,712,816        (1,613,844      (30.3

Income tax expense (benefit)

     1,733,980        (1,031,166      (2,765,146      (159.5

Net income (loss)

     3,043,899        (2,724,774      (5,768,673      (189.5

Net Revenue. Net revenue decreased $16.5 million during the three months ended September 30, 2020 as compared to the three months ended September 30, 2019. Significant factors affecting net revenue included a decrease in commercial advertising, digital advertising, and other revenue primarily due to the impact of the COVID-19 pandemic, partially offset by an increase in esports revenue. Net revenue for the three months ended September 30, 2020 also included additional revenue from political advertising for the 2020 elections and the acquisition of WDMK-FM in Detroit on August 31, 2019.

Operating Expenses. Operating expenses decreased $7.9 million during the three months ended September 30, 2020 as compared to the three months ended September 30, 2019. The decrease in operating expenses was due to the expense control initiatives we implemented in response to the COVID-19 pandemic, including employee furloughs and headcount reductions, partially offset by an increased allocation of digital expenses from corporate to the radio market clusters and additional expenses from the acquisition of WDMK-FM in Detroit.

Corporate Expenses. Corporate expenses decreased $1.6 million during the three months ended September 30, 2020 as compared to the three months ended September 30, 2019. The primary factor affecting corporate expenses was an increased allocation of digital expenses from corporate to the radio market clusters.

Income Tax Expense (Benefit). Our effective tax rate was approximately 35% and (27)% for the three months ended September 30, 2019 and 2020, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Income (Loss). Net loss for the three months ended September 30, 2020 was $2.7 million compared to net income of $3.0 million for the three months ended September 30, 2019 as a result of the factors described above.

Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019

The following summary table presents a comparison of our results of operations for the nine months ended September 30, 2019 and 2020 with respect to certain of our key financial measures. These changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

 

     Nine Months ended September 30,      Change  
     2019      2020      $      %  

Net revenue

   $ 189,461,003      $ 137,683,217      $ (51,777,786      (27.3 )% 

Operating expenses

     144,654,507        133,868,282        (10,786,225      (7.5

Corporate expenses

     15,712,635        11,950,672        (3,761,963      (23.9

Gain on dispositions

     3,545,755        —          (3,545,755      (100.0

Impairment losses

     —          6,804,412        6,804,412        —    

Loss on modification of long-term debt

     —          2,798,789        2,798,789        —    

Income tax expense (benefit)

     4,266,627        (9,490,892      (13,757,519      (322.4

Net income (loss)

     8,666,163        (29,838,734      (38,504,897      (444.3

 

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Net Revenue. Net revenue decreased $51.8 million during the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019. Significant factors affecting net revenue included a decrease in commercial advertising and other revenue primarily due to the impact of the COVID-19 pandemic, partially offset by an increase in esports revenue and digital advertising. Net revenue for the nine months ended September 30, 2020 also included additional revenue from political advertising for the 2020 elections and the acquisition of WDMK-FM in Detroit on August 31, 2019.

Operating Expenses. Operating expenses decreased $10.8 million during the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019. The decrease in operating expenses was due to the expense control initiatives we implemented in response to the COVID-19 pandemic, including employee furloughs and headcount reductions, partially offset by an increased allocation of digital expenses from corporate to the radio market clusters and additional expenses from the acquisition of WDMK-FM in Detroit.

Corporate Expenses. Corporate expenses decreased $3.8 million during the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019. The primary factor affecting corporate expenses was an increased allocation of digital expenses from corporate to the radio market clusters.

Gain on Dispositions. On March 28, 2019, we completed the sale of certain land and improvements in our Augusta, GA market cluster for $0.5 million. As a result of the sale, we recorded a gain of $0.4 million in the first quarter of 2019. On March 15, 2019, we agreed to cancel a broadband radio service license in Chattanooga, TN in exchange for a fee of $3.3 million. As a result of the license cancelation, we recorded a gain of $3.1 million in the first quarter of 2019.

Impairment Losses. Due to the impact of the COVID-19 pandemic on the U.S. economy, we tested our FCC licenses for impairment during the first quarter of 2020. As a result of the quantitative impairment test, we recorded impairment losses of $6.8 million related to the FCC licenses in our Atlanta, GA, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Las Vegas, NV, West Palm Beach-Boca Raton, FL, and Wilmington, DE market clusters. The impairment losses were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with the Company and the radio broadcasting industry.

Loss on Modification of Long-Term Debt. We recorded a loss on modification of long-term debt of $2.8 million during the nine months ended September 30, 2020, resulting from the Amendment to our credit agreement.

Income Tax Expense (Benefit). Our effective tax rate was approximately 33% and (24)% for the nine months ended September 30, 2019 and 2020, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Income (Loss). Net loss for the nine months ended September 30, 2020 was $29.8 million compared to net income of $8.7 million for the nine months ended September 30, 2019 as a result of the factors described above.

Liquidity and Capital Resources

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

 

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In response to the COVID-19 pandemic, our board of directors has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders. In addition, as discussed in “Credit Facility” below, the Amendment to our credit agreement limits us from paying dividends until certain leverage-based milestones have been achieved.

Credit Facility. On November 17, 2017 we and our wholly owned subsidiary, Beasley Mezzanine Holdings, LLC, entered into a credit agreement (the “credit agreement”) with U.S. Bank, National Association, as administrative agent and collateral agent, providing for a term loan B facility in the amount of $225.0 million (the “term loan facility”) and a revolving credit facility of $20.0 million (the “revolving credit facility,” and together with the term loan facility, the “credit facility”). On September 27, 2018, we borrowed an additional $35.0 million from the term loan facility. The proceeds were used for the acquisition of WXTU-FM in Philadelphia. On August 31, 2019, we borrowed $10.0 million from our revolving credit facility. The proceeds were used for the acquisition of substantially all of the assets used to operate WDMK-FM in Detroit. On March 26, 2020 and April 7, 2020, we borrowed $7.5 million and $1.5 million, respectively, from our revolving credit facility as a precautionary measure to increase our cash position and preserve financial flexibility due to the uncertainty of economic conditions in the U.S. resulting from the COVID-19 pandemic.

As of September 30, 2020, the credit facility consisted of the term loan facility with a remaining balance of $238.0 million and a revolving credit facility with an outstanding balance of $20.0 million and a maximum commitment of $20.0 million. As of September 30, 2020, we had no available commitments under the revolving credit facility. Following the entry into the Amendment as described below, at our option, the credit facility bore interest at either (i) the London Interbank Offered Rate (“LIBOR”) plus a margin of 4.25% or (ii) the base rate (as defined in the credit agreement) plus a margin of 3.25%. The LIBOR interest rate for the term loan is subject to a 1% floor and the base rate is subject to a 2% floor. Interest payments are, for loans based on LIBOR, due at the end of each applicable interest period unless the interest period is longer than three months, in which case they are due at the end of each three month period. Interest payments for loans based on the base rate are due quarterly. The revolving credit facility carried interest, based on LIBOR, at 4.4% as of September 30, 2020 and matures on November 17, 2022. The term loan carried interest, based on LIBOR, at 5.25% as of September 30, 2020 and matures on November 1, 2023.

On June 30, 2020, we entered into the Amendment that amended and modified the credit agreement to, among other things, (i) increase the interest rate applicable to the term loans and revolving credit facility by 25 basis points per annum, (ii) add fees of 300 basis points payable on December 31, 2021 and 150 basis points payable on December 31, 2022, if the credit agreement is not refinanced prior to such time, (iii) impose additional reporting requirements, (iv) revise the Excess Cash Flow prepayment requirement such that when the Total Leverage Ratio is greater than 4.5x, 75% of Excess Cash Flow must be prepaid, with such prepayment amounts stepping down to 50%, 25% and 0% upon achievement of certain Total Leverage Ratio milestones, and (v) reduce the flexibility to incur certain additional indebtedness, liens and investments and make certain restricted payments, subject to the achievement of certain leverage-based milestones.

Additionally, the Amendment modified the financial covenant to remove the maximum First Lien Leverage Ratio previously tested quarterly through the fiscal quarter ended March 31, 2020. In its place, the Amendment added (i) a minimum liquidity covenant of $8.5 million (the “Minimum Liquidity Amount”), which will be tested every other week until the Total Leverage Ratio is less than 5.0x, (ii) a minimum EBITDA (as defined in the credit agreement, as amended by the Amendment) covenant, which will be tested monthly beginning October 31, 2020 through June 30, 2021 and (iii) a maximum First Lien Leverage Ratio covenant, which will be tested quarterly beginning with the fiscal quarter ending September 30, 2021. The Amendment also modifies the definition of Consolidated EBITDA to remove certain add-backs with respect to the calculation of Consolidated EBITDA and EBITDA for financial covenants and other similar calculations and reduces the amount of cash that can be netted for the calculation of the First Lien Leverage Ratio for purposes of testing the First Lien Leverage Ratio financial covenant, when applicable.

Also, as a condition to entering into the Amendment, George Beasley, the Company’s Chairman, provided a $5.0 million loan to the Company that accrues payment-in-kind interest at 6% per annum with no cash payments due until the loan’s maturity in December 2023. Mr. Beasley and GGB Family Limited Partnership also each entered into standby letters of credit in combined aggregate face amount of $5.0 million in favor of U.S. Bank, National Association for the benefit of the Company as a source of backup liquidity that may be drawn by U.S. Bank, National Association in the event that the Company fails to maintain the Minimum Liquidity Amount.

The credit facility is secured by substantially all assets of the Company and its subsidiaries and is guaranteed jointly and severally by the Company and its subsidiaries. If we default under the terms of the credit agreement, the Company and its subsidiaries may be required to perform under their guarantees. As of September 30, 2020, the maximum amount of undiscounted payments the Company

 

21


and its applicable subsidiaries would have been required to make in the event of default was $258.0 million. The guarantees for the credit facility expire on November 17, 2022 for the revolving credit facility and on November 1, 2023 for the term loan facility.

Failure to comply with financial covenants, scheduled interest payments, scheduled principal repayments, or any other terms of our credit agreement, as amended by the Amendment, could result in the acceleration of the maturity of our outstanding debt, which could have a material adverse effect on our business or results of operations.

On November 14, 2019, we acquired a majority interest in an esports team and issued a promissory note for $16.5 million to the seller (the “Promissory Note”). The Promissory Note had a remaining balance of $13.5 million as of December 31, 2019. On June 30, 2020, the Company entered into an amendment to the Promissory Note (as amended, the “Amended Promissory Note”) applicable to the remaining balance of $10.0 million. The Amended Promissory Note bears cash-pay interest at 5% per annum payable quarterly in arrears and additional payment-in-kind interest at 10% per annum and provides for a cash principal payment of $2.25 million on December 31, 2020. For subsequent stock issuances, which begin on June 30, 2021, the principal reduction amount will be the lesser of (i) the value of the stock issued based on 20-day moving average on the day prior to issuance or (ii) the “principal reduction amount,” which is 50% of the value of the stock based on a fixed price of $2.35 per share. The number of shares to be issued was fixed at the time of the signing of the note and will not exceed 3,191,489 in the aggregate (including the issuance on July 8, 2020 noted below). All accrued but unpaid interest and the then outstanding principal amount of the Amended Promissory Note will be paid in full in cash on December 31, 2023. The Amended Promissory Note will mature on December 31, 2023 and may be prepaid at any time at the option of the Company.

On July 8, 2020, we issued an initial stock payment of 1,276,596 Class A common stock at a fixed price of $2.35 per share that reduced the principal amount of the Amended Promissory Note by $2.25 million. The shares were issued at $1.99 per share and the $0.3 million difference between the fair value of the shares and the principal reduction was recorded as additional interest expense. As of September 30, 2020, the Amended Promissory Note has a balance of $7.75 million.

The aggregate scheduled principal repayments of the credit facility and Amended Promissory Note for the remainder of 2020 and the next three years are as follows:

 

2020

   $ 2,250,000  

2021

     750,000  

2022

     21,250,000  

2023

     241,500,000  
  

 

 

 

Total

   $ 265,750,000  
  

 

 

 

The Amendment permits us to repurchase sufficient shares of our common stock to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock up to an aggregate amount of $1.0 million per year. We paid approximately $34,000 to repurchase 16,331 shares during the nine months ended September 30, 2020.

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

 

   

internally generated cash flow;

 

   

our revolving credit facility when commitments are available;

 

   

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

 

   

additional equity offerings.

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

 

22


Our ability to reduce our Total Leverage Ratio by increasing operating cash flow and/or decreasing long-term debt will determine how much, if any, of the commitments under our revolving credit facility will be available to us in the future. Poor financial results or unanticipated expenses could result in our failure to maintain or lower our Total Leverage Ratio and we may not be permitted to make any additional borrowings under our revolving credit facility. We have no available commitments under our revolving credit facility.

Cash Flows. The following summary table presents a comparison of our capital resources for the nine months ended September 30, 2019 and 2020 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

 

     Nine Months ended September 30,  
     2019      2020  

Net cash provided by operating activities

   $ 23,313,498      $ 800,567  

Net cash used in investing activities

     (21,611,242      (7,996,619

Net cash provided by (used in) financing activities

     (3,237,333      4,040,306  
  

 

 

    

 

 

 

Net decrease in cash and cash equivalents

   $ (1,535,077    $ (3,155,746
  

 

 

    

 

 

 

Net Cash Provided By Operating Activities. Net cash provided by operating activities decreased $22.5 million during the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019. Significant factors affecting the decrease in net cash provided by operating activities included a $39.5 million decrease in cash receipts from revenue, partially offset by a $9.5 million decrease in cash paid for operating expenses, a $3.3 million decrease in income tax payments, a $2.7 million decrease in cash paid for corporate expenses, and a $1.3 million decrease in interest payments.

Net Cash Used In Investing Activities. Net cash used in investing activities during the nine months ended September 30, 2020 included payments of $7.0 million for capital expenditures and payments of $1.0 million for investments. Net cash used in investing activities for the same period in 2019 included a payment of $13.5 million for the acquisition of substantially all of the assets used to operate WDMK-FM in Detroit, payments of $6.9 million for capital expenditures, and payments of $5.0 million for investments, partially offset by proceeds of $3.8 million from dispositions.

Net Cash Provided By (Used In) Financing Activities. Net cash provided by financing activities during the nine months ended September 30, 2020 included proceeds of $9.0 million from the issuance of indebtedness under our revolving credit facility and proceeds from the $5.0 million loan provided by George Beasley, partially offset by credit facility and promissory note repayments of $4.5 million, payments of $2.8 million for cash dividends, and payments of $2.6 million for debt issuance costs related to the Amendment. Net cash used in financing activities for the same period in 2019 included repayments of $9.0 million under our credit facility and payments of $4.2 million for cash dividends, partially offset by proceeds of $10.0 million from the issuance of indebtedness used for the acquisition of substantially all of the assets used to operate WDMK-FM in Detroit.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

23


PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We currently and from time to time are involved in 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 our risk factors as disclosed in Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2019, other than the updates noted below.

We face risks related to health epidemics, natural disasters and other catastrophes, which have materially and adversely affected our results of operations, liquidity and financial condition.

We are subject to social and natural catastrophic events that are beyond our control, such as health epidemics, natural disasters and other catastrophes, which have materially and adversely affected our business and may continue to materially and adversely affect our results of operations, liquidity and financial condition.

In March 2020, COVID-19 was recognized as a pandemic by the World Health Organization. The COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies, and financial markets worldwide, and has caused significant volatility in U.S. and international debt and equity markets. We have been, and continue to be, impacted by deteriorating general economic conditions, which have caused a downturn in the advertising industry. The decreased demand for advertising has materially negatively impacted our results of operations, liquidity and financial condition. We expect the current environment to continue for some time and for our results of operations, liquidity and financial condition to be materially adversely impacted during that time.

Impairments of our FCC licenses and/or goodwill related to the impact of the COVID-19 pandemic will adversely affect our operating results and we may be required to record further impairment losses in the future.

As of September 30, 2020, our FCC licenses and goodwill represented 73% of our total assets. Due to the impact of the COVID-19 pandemic on the U.S. economy, we tested our FCC licenses and goodwill for impairment during the first quarter of 2020. As a result of the quantitative impairment test performed on our FCC licenses, we recorded impairment losses of $6.8 million related to the FCC licenses in our Atlanta, GA, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Las Vegas, NV, West Palm Beach-Boca Raton, FL, and Wilmington, DE market clusters. As a result of the impairment test performed on our goodwill during the first quarter of 2020, we determined that the estimated fair value of each market cluster exceeded the carrying amount by at least five percent at each market cluster.

We did not identify any triggering events for impairment during the second quarter of 2020. Therefore, we did not test our FCC licenses and goodwill for impairment during the second quarter of 2020.

We elected to perform the quantitative impairment test for our FCC licenses in all markets during the third quarter of 2020. As a result of the quantitative impairment test performed on our FCC licenses, we recorded no impairment losses related to our FCC licenses in any of our reporting units. However, as a result of the testing performed during the third quarter of 2020, we identified four market clusters, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Las Vegas, NV, West Palm Beach-Boca Raton, FL, and Wilmington, DE where the estimated fair value of the FCC licenses exceeded the carrying amount by 4.7%, 0.9%, 0.3%, and 2.2%, respectively. Therefore, the FCC licenses in these four markets may carry an increased risk of impairment losses in the future.

 

24


We did not identify any triggering events for impairment during the third quarter of 2020. Therefore, we did not test our goodwill for impairment during the third quarter of 2020.

The impairment losses in the first quarter of 2020 were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic and an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our licenses due to certain risks specifically associated with the Company and the radio broadcasting industry. To the extent the COVID-19 pandemic and the related economic downturn continues or worsens, we may be required to record further impairment losses in the future.

The valuation of our FCC licenses and goodwill is based on estimates rather than precise calculations. The fair value measurements for both our FCC licenses and goodwill use significant unobservable inputs which reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. If actual future results are not consistent with the assumptions and estimates used, we may be exposed to impairment charges in the future, which could be material and could adversely affect our results of operations and financial condition.

A decrease in projected revenue due to the COVID-19 pandemic may hinder our ability to meet certain financial ratios and financial condition tests under our credit facility and could lead to an event of default.

Our credit facility requires us to maintain specified financial ratios and to satisfy certain financial condition tests. The decreased demand for advertising as a result of the COVID-19 pandemic has materially negatively impacted our revenues. We expect the current adverse economic environment to continue through at least the end of this year and for our results of operations to be materially adversely impacted during that time. As a result, it may become increasingly difficult for us to meet these financial covenants.

A breach of any of the covenants, ratios, tests or restrictions under our credit facility, could result in an event of default thereunder. If an event of default exists under our credit facility, the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable. If the lenders accelerate the payment of the indebtedness, we cannot assure you that our assets would be sufficient to repay that indebtedness in full. Such conditions could force us to seek protection under federal bankruptcy laws and could significantly or entirely reduce the value of our equity.

We entered into the Amendment to our credit agreement on June 30, 2020 to modify certain financial covenants, among other provisions. However, there can be no assurance that we will be successful in obtaining additional amendments or waivers, if needed. Further, the terms of the amended credit agreement subject us to additional and different restrictive covenants that could further limit our operational flexibility or subject us to other events of default.

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, 2020.

 

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, 2020

     —          —          —          —    

August 1 – 31, 2020

     —          —          —          —    

September 1 – 30, 2020

     1,875      $ 1.33        —          —    
  

 

 

          

Total

     1,875           
  

 

 

          

 

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On March 27, 2007, our board of directors approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”). The original ten year term of the 2007 Plan ended on March 27, 2017. Our stockholders approved an amendment to the 2007 Plan at the Annual Meeting of Stockholders on June 8, 2017 to, among other things, extend the term of the 2007 Plan until March 27, 2027. The 2007 Plan permits us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock. Our credit agreement, as amended by the Amendment, permits us to repurchase sufficient shares of our common stock to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock, subject to compliance with financial covenants, up to an aggregate amount of $1.0 million per year. All shares purchased during the three months ended September 30, 2020, were purchased to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

 

ITEM 5.

OTHER INFORMATION.

None.

 

ITEM 6.

EXHIBITS.

 

Exhibit

Number

  

Description

10.1    Amendment to executive employment agreement by and between Beasley Mezzanine Holdings, LLC and Marie Tedesco dated as of August  31, 2020 (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed September 3, 2020).
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.
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.

 

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SIGNATURES

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

 

    BEASLEY BROADCAST GROUP, INC.
Dated: November 12, 2020       /s/ Caroline Beasley
      Name: Caroline Beasley
      Title: Chief Executive Officer (principal executive officer)
Dated: November 12, 2020       /s/ Marie Tedesco
      Name: Marie Tedesco
     

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

 

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