Beasley Broadcast Group Inc 10-K for FY2022
Beasley Broadcast Group Inc (BBGI)
About this 10-K
Beasley Broadcast Group Inc filed this 10-K on March 27, 2023, covering the fiscal year ended December 31, 2022 (FY2022).
Headline figures
Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $256.38M
- up 6.2% from $241.43M a year earlier
- Net loss
- $42.06M
- compared with a net loss of $1.54M a year earlier
- Diluted EPS
- -$1.43
- compared with -$0.05 a year earlier
Table of Contents
Index to Financial Statements
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of Each Class |
Trading Symbol |
Name of Each Exchange on which Registered | ||
Class A |
Large accelerated filer |
☐ |
Accelerated filer |
☐ | |||
Non-accelerated filer |
☒ |
Smaller reporting company |
||||
Emerging growth company |
||||||
Table of Contents
Index to Financial Statements
BEASLEY BROADCAST GROUP, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2022
TABLE OF CONTENTS
| Page | ||||||
| Part I — Financial Information |
| |||||
| Item 1. |
3 | |||||
| Item 1A. |
12 | |||||
| Item 1B. |
22 | |||||
| Item 2. |
22 | |||||
| Item 3. |
23 | |||||
| Item 4. |
23 | |||||
| Part II — Other Information |
| |||||
| Item 5. |
24 | |||||
| Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
25 | ||||
| Item 7A. |
36 | |||||
| Item 8. |
37 | |||||
| Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
68 | ||||
| Item 9A. |
68 | |||||
| Item 9B. |
69 | |||||
| Item 9C. |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
69 | ||||
| Part III |
| |||||
| Item 10. |
70 | |||||
| Item 11. |
70 | |||||
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
70 | ||||
| Item 13. |
Certain Relationships and Related Transactions, and Director Independence. |
70 | ||||
| Item 14. |
70 | |||||
| Part IV |
| |||||
| Item 15. |
68 | |||||
| Item 16. |
69 | |||||
| 70 | ||||||
CERTAIN DEFINITIONS
Unless the context requires otherwise, all references in this report to the “Company,” “we,” “us,” “our” and similar terms refer to Beasley Broadcast Group, Inc. and its consolidated subsidiaries.
2
Table of Contents
Index to Financial Statements
PART I
ITEM 1. BUSINESS
Overview
We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, Tampa-Saint Petersburg, FL, and Wilmington, DE. We refer to each group of stations in each market as a market cluster. Beasley Broadcast Group, Inc., a Delaware corporation, was formed in 1999. Unless the context otherwise requires, all references in this report to “the Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.
Strategy
We seek to secure and maintain a leadership position in the markets we serve by developing high quality local content, through our audio, digital and esports platforms, including events and experiences in the communities we serve and, in turn, offer advertisers access to a highly effective marketing platform to reach large and targeted local audiences. We operate our stations in clusters to capture a variety of demographic listener groups, which we believe enhances our stations’ appeal to a wide range of advertisers. Current rules and regulations of the Federal Communications Commission (“FCC”) do not permit us to add more AM or FM stations to our Augusta, GA and Philadelphia, PA market clusters, or more FM stations to our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV and Tampa-Saint Petersburg, FL market clusters.
The primary source of revenue for our stations is the sale of advertising time to local, regional and national advertisers and national network advertisers who purchase commercials in varying lengths. A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and participation, and integrated digital advertising solutions. A station’s local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local advertising agencies and businesses. We retain a national representation firm to sell to advertisers outside of our local markets.
We own the Houston Outlaws, an esports team that competes in the Overwatch League, and an esports team that competes in the Rocket League. Ownership of the Houston Outlaws partners us with Blizzard Entertainment and its parent company, Activision Blizzard, a leading global developer and publisher of interactive entertainment content and services.
Competition
The radio broadcasting industry is highly competitive. Our stations compete for listeners and advertising revenue with other stations within their respective markets. In addition, our stations compete for audiences and advertising revenues with other media, including digital audio streaming, satellite radio, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, wireless media alternatives, cellular phones and other forms of audio entertainment and advertisement. Competition for advertising revenues also comes directly from competitors such as Amazon, Apple, Facebook and Google.
The following are some of the factors that we believe are important to a station’s competitive position: (i) audience ratings; (ii) program content; (iii) management experience; (iv) sales experience; (v) audience characteristics; and (vi) the number and characteristics of other stations and other advertising media in the market area. We attempt to improve our competitive position with promotional campaigns aimed at the demographic groups targeted by our stations and by sales efforts designed to attract advertisers. We conduct extensive market research in an effort to enhance our audience ratings and, in certain circumstances, to identify opportunities to reformat stations to reach underserved demographic groups and increase advertising revenue.
3
Table of Contents
Index to Financial Statements
Federal Regulation of Radio Broadcasting
The radio broadcasting industry is subject to extensive and changing federal regulations administered by the FCC. Among other things, the FCC:
| • | determines the particular frequencies, locations, operating powers and other technical parameters of radio stations; |
| • | issues, renews, revokes, conditions and modifies radio station licenses; |
| • | determines whether to approve changes in ownership or control of radio station licenses; |
| • | regulates equipment used by radio stations; and |
| • | adopts and implements regulations and policies that directly or indirectly affect the ownership, operation, program content and employment practices of radio stations. |
The FCC has the power to impose penalties for violations of its rules that are implemented pursuant to the Communications Act of 1934, as amended (the “Communications Act”), including the imposition of monetary forfeitures, the issuance of short-term licenses, the imposition of conditions on the renewal of a license, and, in egregious cases, non-renewal of licenses and the revocation of licenses.
The following is a brief summary of some provisions of the Communications Act and of certain specific FCC rules and policies. The summary is not a comprehensive listing of all of the regulations and policies affecting radio stations. For further information concerning the nature and extent of federal regulation of radio stations, you should refer to the Communications Act, FCC rules and FCC public notices, reports, orders and rulings.
FCC Licenses. Radio stations operate pursuant to licenses that are ordinarily granted by the FCC for renewable terms of eight years. A radio station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. During the period following the filing of renewal applications, petitions to deny license renewals can be filed by interested parties, including members of the public. Generally, the FCC renews a broadcast license upon a finding that (i) the broadcast station has served the public interest, convenience and necessity; (ii) there have been no serious violations by the licensee of the Communications Act or the FCC’s rules; and (iii) there have been no other violations by the licensee of the Communications Act or other FCC rules that, when taken together, indicate a pattern of abuse. Historically, FCC licenses have generally been renewed. The most recent renewal cycle started in June 2019 and concluded in April 2022. All of our radio stations’ licenses were renewed for full eight-year terms. The next renewal cycle will begin in June 2027. The non-renewal, or renewal with substantial conditions or modification, of one or more of our licenses could have a material adverse effect on our business.
The FCC classifies each AM and FM radio station. An AM radio station operates on either a clear channel, regional channel or local channel. A clear channel is one on which AM radio stations are assigned to serve wide areas, particularly at night. The minimum and maximum facilities requirements for an FM radio station are determined by its class. Possible FM class designations depend upon the geographic zone in which the transmitter of the FM radio station is located. In general, commercial FM radio stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1, C0 or C.
The FCC also permits AM and FM radio stations to operate FM translators and FM stations to operate FM booster stations. These are low power secondary stations that retransmit the programming of a radio station to portions of the station’s service area that the primary signal does not reach because of distance or terrain barriers. Boosters operate on the same frequency as the station being retransmitted and translators operate on a different frequency.
4
Table of Contents
Index to Financial Statements
An Order adopted by the FCC to revitalize the AM band implemented several rule changes impacting the technical operations of AM stations, including relaxation of the daytime community coverage requirements and elimination of the nighttime community coverage requirements for existing AM stations. In addition, to increase the number of FM translators that are available for AM stations, the FCC authorized two specialized FM translator filing windows for AM stations. AM stations that received an FM translator station license pursuant to one of the windows are required to rebroadcast the paired AM station on the modified FM translator for four years. Several of our AM Stations filed applications during these windows and received licenses for translators. Since translators are secondary to full power stations, it is possible that translators we operate could be displaced by full power stations. In August 2019, new rules setting out specific procedures to be used to resolve complaints of interference between FM translators and full power stations became effective. Under these rules, full power stations may only bring an interference complaint if they experience interference in an area that is inside the station’s 45 dBu contour.
Rules to allow AM stations to voluntarily convert to all-digital operations became effective in 2021.
The FCC has adopted rules establishing a low power radio service. Low power FM (“LPFM”) stations operate in the existing FM radio band with a maximum operating power of 100 watts. FCC regulations regarding eligibility for and licensing of low power FM radio stations have expanded licensing opportunities for low power FM radio stations. Implementation of a low power radio service provides an additional audio programming service that could compete with our radio stations for listeners. In April 2020, the FCC adopted an Order revising technical rules applicable to LPFM stations to provide LPFM licensees with more flexibility, including allowing the use of FM boosters.
Rules and Regulations Regarding Indecency, Sponsorship ID and EAS Signals. The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 am and 10 pm. Broadcasters’ risk of violating the prohibition on the broadcast of indecent material is increased by the vagueness of the FCC’s definition of indecent material, coupled with the spontaneity of live programming. The FCC has expanded the breadth of indecency regulation to include material that could be considered “blasphemy,” “personally reviling epithets,” “profanity” and vulgar or coarse words, amounting to a nuisance. The maximum permitted fine for an indecency violation is $479,945 per incident and $4,430,255 for any continuing violation arising from a single act or failure to act. Because the FCC may investigate indecency complaints prior to notifying a licensee of the existence of a complaint, a licensee may not have knowledge of a complaint unless and until the complaint results in the issuance of a formal FCC letter of inquiry or notice of apparent liability for forfeiture. The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts its review of its indecency policies generally. In March 2015, the FCC issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station for violation of its indecency policy. We cannot predict whether Congress will consider or adopt further legislation in this area.
FCC regulations require a radio station to include an on-air announcement that identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received. Fines for such violations can be substantial as they are dependent on the number of times a particular advertisement is broadcast. In April 2021, the FCC adopted rules that require broadcast stations to disclose when foreign governmental entities have paid a station, directly or indirectly, to broadcast programming under a lease time agreement. Radio stations are required to take certain actions to determine if an entity leasing airtime from it is covered by the new rules. The National Association of Broadcasters (the “NAB”) filed an appeal of the new rules, and in July 2021, the DC Circuit Court of Appeals struck down one aspect of the new rules that would have required stations to independently check certain government databases to determine if entities leasing programming were listed. In October 2021, the FCC adopted a new rulemaking proceeding that would require broadcasters to follow a revised procedure to determine whether entities leasing airtime are foreign governmental entities and to upload certifications to their online public files. The NAB and others have opposed the revised proposal, which is currently pending.
5
Table of Contents
Index to Financial Statements
Transfers or Assignment of License. The Communications Act prohibits the assignment of broadcast licenses or the transfer of control of a broadcast licensee without the prior approval of the FCC. In determining whether to grant such approval, the FCC considers, among other things:
| • | compliance with the various rules limiting common ownership of media properties in a given market; |
| • | the character of the proposed licensee and those persons holding attributable interests in the licensee; and |
| • | compliance with the Communications Act’s limitations on alien ownership as well as compliance with other FCC regulations and policies. |
To obtain FCC consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC. Interested parties, including members of the public, have the opportunity to file objections against assignment and transfer of control applications.
Multiple Ownership Rules. The Communications Act and FCC rules impose specific limits on the number of commercial radio stations an entity can own, directly or by attribution, in a single market, and the combination of radio stations, television stations and newspapers that any entity can own, directly or by attribution, in a single market. Digital radio channels authorized for AM and FM stations do not count as separate “stations” for purposes of the ownership limits. The radio multiple-ownership rules may preclude us from acquiring certain radio stations we might otherwise seek to acquire. The ownership rules also effectively prevent us from selling radio stations in a market to a buyer that has reached its ownership limit in the market unless that buyer divests other radio stations. The FCC’s ownership rules that are currently in effect and apply to our broadcast holdings are briefly summarized below.
Local Radio Ownership Rule. The local radio ownership rule establishes the following limits:
| • | in markets with 45 or more radio stations, ownership is limited to eight commercial radio stations, no more than five of which can be either AM or FM; |
| • | in markets with 30 to 44 radio stations, ownership is limited to seven commercial radio stations, no more than four of which can be either AM or FM; |
| • | in markets with 15 to 29 radio stations, ownership is limited to six commercial radio stations, no more than four of which can be either AM or FM; and |
| • | in markets with 14 or fewer radio stations, ownership is limited to five commercial radio stations or no more than 50% of the market’s total, whichever is lower, and no more than three of which can be either AM or FM. |
For stations located in a market in which the Nielsen Audio ratings service provides ratings, the definition of “radio market” is based on the radio market to which BIA Kelsey reports assign the affected radio stations. For stations that are not in a Nielsen Audio market, the market definition is based on technical service areas. The FCC’s rules also provide that parties which own groups of radio stations that comply with the previous (contour-based) multiple ownership rules, but do not comply with the current limits, will be allowed to retain those groups on a “grandfathered” basis, but will not be allowed to transfer or assign those groups intact. Under these rules, our ability to transfer or assign our radio stations as a group to a single buyer in one of our current markets may be limited.
Ownership Attribution. The FCC generally applies its ownership limits to attributable interests held by an individual, corporation, partnership or other entity. An “attributable” interest for purposes of the FCC’s broadcast ownership rules generally includes: (i) equity and debt interests which combined exceed 33% of a licensee’s total assets, if the interest holder supplies more than 15% of the licensee’s total weekly programming, or has an attributable same-market media interest, whether television or radio; (ii) a 5% or greater direct or indirect voting
6
Table of Contents
Index to Financial Statements
stock interest, including certain interests held in trust, unless the holder is a qualified passive investor in which case the threshold is a 20% or greater voting stock interest; (iii) any equity interest in a limited liability company or a partnership, including a limited partnership, unless properly “insulated” from management activities; and (iv) any position as an officer or director of a licensee or its direct or indirect parent. In addition, the interests of minority shareholders in a corporation generally are not attributable if a single entity or individual controls 50% or more of that corporation’s voting stock.
Foreign Ownership Rules. The Communications Act prohibits the issuance or holding of broadcast licenses by persons who are not U.S. citizens, whom the FCC rules refer to as “aliens,” including any corporation organized under the laws of a foreign country or of which more than 20% of its capital stock is owned or voted by aliens. In addition, the FCC may prohibit any corporation from holding a broadcast license if the corporation is controlled by any other corporation of which more than 25% of the capital stock is owned of record or voted by aliens. The FCC has interpreted this provision of the Communications Act to require an affirmative public interest finding before a broadcast licensee may be granted or held by such an entity. In November 2013, the FCC confirmed that it would review situations in which foreigners own more than 25% of a holding company of an entity that holds a broadcast license on a case by case basis. In 2016, the FCC adopted streamlined rules and procedures for the filing and review of requests to permit foreigners to own more than 25% of a holding company’s equity. In acting upon a request for declaratory ruling, the FCC will coordinate with Executive Branch agencies on national security, law enforcement, foreign policy and other policy issues. The rules also specify how public companies should monitor foreign ownership compliance and provide for remedial provisions in the event a public company determines that it has exceeded its foreign ownership limits. The streamlined rules permit a broadcast licensee to file a petition with the FCC seeking approval for a proposed foreign investor to own up to 100% of the controlling parent entity and for a non-controlling foreign investor identified in the petition to increase its equity and/or voting interest in a parent entity at a future time up to 49.9 percent. In October 2020, the FCC adopted rules to streamline the timeline for the required review of these requests by Executive Branch agencies and to require licensees to respond to a standardized set of national security and law enforcement questions. Our certificate of incorporation prohibits the ownership, voting and transfer of our capital stock in violation of the FCC restrictions, and prohibits the issuance of capital stock or the voting rights such capital stock represents to or for the account of aliens or corporations otherwise subject to domination or control by aliens in excess of the FCC limits. The certificate of incorporation authorizes our board of directors to enforce these prohibitions.
Time Brokerage and Joint Sales Agreements. It is not uncommon for radio stations to enter into agreements under which separately owned and licensed radio stations agree to enter into cooperative arrangements of varying sorts, subject to compliance with the requirements of antitrust laws and with FCC’s rules and policies. Under these arrangements, separately owned radio stations could agree to function cooperatively in programming, advertising sales and similar matters, subject to the requirement that the licensee of each radio station maintain independent control over the programming and operations of its own radio station.
The FCC’s rules provide that a radio station that brokers more than 15% of the weekly broadcast time on another radio station serving the same market or sells more than 15% of the other station’s advertising time per week will be considered to have an attributable ownership interest in the other radio station for purposes of the FCC’s local radio ownership limits.
FCC rules that had also prohibited a broadcast station from duplicating more than 25% of its programming on another radio station serving substantially the same area in the same broadcast service, that is AM-AM or FM-FM, either through common ownership of the two radio stations or through a time brokerage agreement, were eliminated in October 2020. A Petition asking the FCC to reconsider the elimination of the rule for simulcasts of two commonly owned or operated FM stations serving substantially the same area is pending.
Quadrennial Review of Ownership Rules. The FCC is required to review quadrennially the media ownership rules and determine if the rules remain necessary in the public interest as a result of competition. In August 2016, the FCC released an Order in a proceeding that combined the 2010 and 2014 quadrennial reviews
7
Table of Contents
Index to Financial Statements
which retained most of the existing multiple ownership rules. In November 2017, the FCC released an Order on Reconsideration that eliminated the newspaper-broadcast and television-radio cross ownership rules, relaxed the local television ownership rule and eliminated the attribution of JSAs between television stations. The rule changes went into effect on February 7, 2018. However, several public interest organizations filed petitions for review with the Court of Appeals for the Third Circuit, the same court that has considered challenges to prior ownership orders issued by the FCC. In an Order adopted in September 2019, the Third Circuit vacated the FCC’s November 2017 Reconsideration Order. The FCC and the intervenors petitioned the Third Circuit for en banc review in November 2019, which the Third Circuit denied. Following the denial, in November 2019, a mandate reinstating the newspaper-broadcast and radio-television cross-ownership rules was issued. In April 2021, the Supreme Court in a unanimous decision reinstated the FCC’s 2017 Reconsideration Order, which resulted in the elimination of the newspaper-broadcast and radio television cross-ownership rules and changes to the local television ownership rule. In June 2021, the FCC’s Media Bureau issued an Order formally implementing the changes reflected in the November 2017 Reconsideration Order. In December 2018, the FCC released a Notice of Proposed Rulemaking to launch its 2018 quadrennial review of multiple ownership rules. Because of the rule changes implemented as a result of the Supreme Court decision, in 2021, the Media Bureau asked parties to update the record in the currently pending 2018 quadrennial review. Although the 2018 quadrennial review is still pending, in December 2022, the FCC issued a public notice to begin its statutorily mandated 2022 quadrennial review. The FCC has requested comments to address the impact of the local radio multiple ownership rule as well as the local TV ownership rule on competition and whether the rules continue to be in the public interest.
Programming and Operations. The Communications Act requires broadcasters to serve the public interest. The FCC gradually has relaxed or eliminated many of the more formalized procedures it had developed in the past to promote the broadcast of certain types of programming responsive to the needs of a radio station’s community of license. Under the currently effective rules, a licensee is required to present programming that is responsive to issues of the radio station’s community of license and to maintain records demonstrating this responsiveness. Under changes to the FCC rules implemented in 2017 and 2018, all of our radio stations are required to maintain their public inspection files online on an FCC maintained website rather than in their physical studios. This means that the materials in these stations’ public files are more widely accessible. Radio stations also must pay regulatory and application fees and follow various rules promulgated under the Communications Act. Those rules regulate, among other things, political advertising, sponsorship identifications, the advertisement of contests and lotteries, employment practices, broadcast of obscene and indecent content, and technical operations, including limits on human exposure to radio frequency radiation.
The FCC’s rules on equal employment opportunities prohibit employment discrimination by radio stations on the basis of race, religion, color, national origin, and gender; and require broadcasters to implement programs to promote equal employment opportunities at their radio stations. The rules generally require broadcasters to widely disseminate information about full-time job openings to all segments of the community to ensure that all qualified applicants have sufficient opportunity to apply for the job, to send job vacancy announcements to recruitment organizations and others in the community indicating an interest in all or some vacancies at the radio station, and to implement a number of specific longer-term recruitment outreach efforts, such as job fairs, internship programs, and interaction with educational and community groups from among a menu of approaches itemized by the FCC. In April 2017, the FCC issued a Declaratory Ruling permitting broadcast stations to use online job postings as their sole means of recruiting, as long as online postings reach all segments of a broadcaster’s community.
Content Licenses and Royalties. We must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers) whenever we broadcast or stream musical compositions. Copyright owners of musical compositions most often rely on intermediaries known as performing rights organizations (“PROs”) to negotiate licenses with copyright users for the public performance of their compositions, collect royalties under such licenses and distribute them to copyright owners. We have obtained public performance licenses from, and pay license fees to, the four major PROs in the U.S., which are the American Society of
8
Table of Contents
Index to Financial Statements
Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), SESAC LLC (“SESAC”) and Global Music Rights LLC (“GMR”). There is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs.
To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies). Under Federal statutory licenses, we are permitted to stream any lawfully released sound recordings and to make ephemeral reproductions of these recordings on our computer servers without having to separately negotiate and obtain direct licenses with each individual copyright owner as long as we operate in compliance with the rules of those statutory licenses and pay the applicable royalty rates to Sound Exchange, the organization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royalties under these statutory licenses. From time to time, Sound Exchange notifies us that certain calendar years are subject to routine audits of our royalty payments. The results of such audits could result in higher royalty payments for the subject years.
The rates at which we pay royalties to copyright owners are privately negotiated or set pursuant to a regulatory process. Increased royalty rates could significantly increase our expenses, which could adversely affect our business. There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future. In addition, Congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.
Proposed and Recent Changes. Congress and the FCC are considering, or may in the future consider and adopt new laws, regulations and policies regarding a wide variety of matters that could affect, directly or indirectly, the operation, ownership and profitability of our radio stations, including the loss of audience share and advertising revenues for our radio stations, and an inability to acquire additional radio stations or to finance those acquisitions. Such matters may include:
| • | changes in the FCC’s multiple-ownership rules and attribution policies; |
| • | regulatory fees, spectrum use fees or other fees on FCC licenses; |
| • | changes in laws with respect to foreign ownership of broadcast licenses; |
| • | revisions to the FCC’s rules relating to political broadcasting, including proposals to give free airtime to candidates and other changes regarding political advertising rates, sponsorship disclosure and political file recordkeeping obligations; |
| • | technical and frequency allocation matters; |
| • | proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages on the radio; |
| • | proposals to restrict or prohibit the advertising of online casinos, online sports betting services and fantasy sports services; |
| • | proposals to require radio broadcasters to pay royalties to musicians and record labels for the performance of music played on the stations; |
| • | proposals to limit the tax deductibility of or impose sales tax on advertising expenses by advertisers; |
| • | proposals to regulate or prohibit payments to stations by independent record promoters, record labels and others for the inclusion of specific content in broadcast programming; and |
| • | proposals in legislation to strengthen protections against online infringement of intellectual property that would impose criminal penalties on content providers, including broadcasters, that fail to comply with legal requirements to file reports regarding internet streaming in a timely manner. |
9
Table of Contents
Index to Financial Statements
The FCC has also adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed for new or major change applications that are mutually exclusive. Such procedures may limit our efforts to modify or expand the broadcast signals of our radio stations.
We cannot predict what other matters might be considered in the future by the FCC or Congress, nor can we judge in advance what impact, if any, the implementation of any of these proposals or changes might have on our business.
Federal Antitrust Laws. The agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission (“FTC”) or the Department of Justice, may investigate certain acquisitions. In January 2022, they jointly announced an initiative to review and revise federal merger guidelines. The Department of Justice and the FTC have reviewed numerous potential radio acquisitions where an operator proposed to acquire an additional station in its existing markets or multiple stations in new markets, and has challenged a number of such transactions. Some of these challenges have resulted in consent decrees requiring the sale of certain stations. We cannot predict the outcome of any specific FTC or Department of Justice investigation or how any revisions to the merger guidelines will impact radio industry mergers and acquisitions. Any decision by the FTC or the Department of Justice to challenge a proposed acquisition could affect our ability to consummate the acquisition or to consummate it on the proposed terms.
For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires the parties to file Notification and Report Forms concerning antitrust issues with the FTC and the Department of Justice and to observe specified waiting period requirements before consummating the acquisition.
Regulation of the Internet
Our business is subject to privacy and data protection legislation and regulation. We obtain information from users of our technology platforms, including, without limitation, our websites, web pages, applications, social media pages, and mobile applications (“Platforms”), in accordance with the privacy policies and terms of use posted on the applicable Platform. We collect personally identifiable information directly from Platform users in several ways, including when a user registers to use our services, fills out a listener profile, posts comments, uses our social networking features, participates in polls and contests and signs up to receive email newsletters. We use and share this information for a variety of business purposes, including for analytics, attribution and to manage and execute digital advertising campaigns in a variety of ways.
We are subject to several laws and regulations relating to consumer protection, information security, data protection and privacy. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business or limit the services we are able to offer. In the areas of information security and data protection, the laws in several states in the United States and most countries require companies to implement specific information security controls and legal protections to protect certain types of personally identifiable information. Likewise, most states in the United States and most countries have laws in place requiring companies to notify users if there is a security breach that compromises certain categories of their personally identifiable information. Any failure on our part to comply with these laws may subject us to significant liabilities. For example, the California Consumer Privacy Act (“CCPA”) establishes a new privacy framework that expands the definition of personal information, establishes new data privacy rights for consumers residing in the State of California, imposes special rules on the collection of consumer data from minors, creates new notice obligations and new limits on the sale of personal information, and creates a new and potentially severe statutory damages framework for (i) violations of the CCPA and (ii) businesses that fail to implement reasonable security procedures and practices to prevent data breaches. Our websites are also subject to regulation relating to acquisition of personal information from children under the age of 13, including the federal Child Online Privacy Protection Act (“COPPA”) and the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”). Additional federal, state, and territorial laws and regulations may be adopted with respect
10
Table of Contents
Index to Financial Statements
to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.
HD Radio
Several years ago, the FCC selected In-Band On-Channel technology as the exclusive technology for the introduction of terrestrial digital operations by AM and FM radio stations. The technology is also known as “HD Radio.” The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality, the ability to broadcast additional channels, and the ability to offer a greater variety of auxiliary services. We currently utilize HD Radio digital technology on most of our stations. In November 2022, the FCC released a Public Notice seeking public comment on petitions for rulemaking requesting it to adopt rule changes that would improve digital FM signal quality and coverage while minimizing harmful interference to adjacent-channel stations. We filed comments supporting the proposals.
Seasonality
Seasonal revenue fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in advertising expenditures. Our net revenues are typically lowest in the first quarter and generally higher in the second and fourth quarters 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.
Human Capital Resources
As of March 17, 2023, we had a staff of 738 full-time employees and 355 part-time employees. We are a party to two separate collective bargaining agreements with the American Federation of Television and Radio Artists. Both agreements automatically renew for successive one-year periods unless either party gives a notice of proposed termination at least sixty days prior to a renewal date. We are also a party to a collective bargaining agreement with the United Electrical, Radio and Machine Workers of America Local 262. This agreement applies only to certain of our employees at one station in Boston. The initial term of the collective bargaining agreement expired on July 16, 2021 however, it automatically renews for successive one-year periods unless either party gives a notice of proposed modification or termination at least sixty days prior to the expiration date or a subsequent renewal date. We consider our relations with our employees to be good.
Environmental
As the owner, lessee or operator of various real properties and facilities, we are subject to federal, state and local environmental laws and regulations. Historically, compliance with these laws and regulations has not had a material adverse effect on our business. There can be no assurance, however, that compliance with existing or new environmental laws and regulations will not require us to make significant expenditures in the future.
Available Information
Our internet address is www.bbgi.com. You may obtain through our website, free of charge, copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These reports will be available as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (the “SEC”).
11
Table of Contents
Index to Financial Statements
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, www.sec.gov.
ITEM 1A. RISK FACTORS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this annual report on Form 10-K concerning our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates” and similar expressions are forward-looking statements. Although these statements are based upon assumptions we consider reasonable, they are subject to risks and uncertainties that are described more fully below. Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements.
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.
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. In 2020, we were impacted by deteriorating general economic conditions resulting from the COVID-19 pandemic that caused a downturn in the advertising industry. The decreased demand for advertising materially negatively impacted our results of operations, liquidity and financial condition. The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments such as: the length and severity of the pandemic; any potential resurgence of the pandemic, including from the more transmissible variant strains and the emergence of any new variants of concern; future government regulations and actions in response to the pandemic; the timing, availability, effectiveness and adoption rates of vaccines and treatments; and the overall impact of the COVID-19 pandemic on the global economy and capital markets, among many other factors, all of which remain highly uncertain and unpredictable.
We may be adversely affected by the effects of inflation.
Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.
12
Table of Contents
Index to Financial Statements
The radio broadcasting industry faces many unpredictable business risks and is sensitive to external economic forces that could have a material adverse effect on our advertising revenues and results of operations.
Our future operations are subject to many business risks, including those risks that specifically influence the radio broadcasting industry, which could have a material adverse effect on our business. These risks include, but are not limited to:
| • | shifts in population, demographics or audience preferences; |
| • | increased competition for advertising revenues with other radio stations, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, smart speakers and other forms of advertising; |
| • | increased competition for advertising revenues from Amazon, Apple, Facebook and Google; and |
| • | changes in government regulations and policies and actions of federal regulatory bodies, including the FCC, Internal Revenue Service, the Department of Justice, and the Federal Trade Commission. |
The main source of our revenue is the sale of advertising. Our ability to sell advertising can be affected by, among other things:
| • | economic conditions in the areas where our stations are located and in the nation as a whole; |
| • | the popularity of the programming offered by our stations; |
| • | changes in population, demographics or audience preferences in the areas where our stations are located; |
| • | local and national advertising price fluctuations, which can be affected by the availability of programming, the popularity of programming, and the relative supply of and demand for commercial advertising; |
| • | our competitors’ activities, including increased competition from other advertising-based mediums and new technologies; |
| • | decisions by advertisers to withdraw or delay planned advertising expenditures for any reason; and |
| • | other factors beyond our control. |
In addition, we believe that, for most businesses, advertising is a discretionary business expense, meaning that spending on advertising tends to decline disproportionately during an economic recession or downturn, as compared to other types of business spending.
Further, our operations and revenues also tend to be seasonal in nature, with generally lower revenue generated in the first quarter of the year and generally higher revenue generated in the second and fourth quarters of the year. The seasonality of our business reflects the adult orientation of our formats and relationship between advertising purchases on these formats and the retail cycle. This seasonality causes, and will likely continue to cause, a variation in our quarterly operating results. Such variations could have a material effect on the timing of our cash flows. 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, political action committees and special interest groups. This political spending typically is heaviest during the fourth quarter of such years.
Additionally, unfavorable changes in economic conditions as well as declining consumer confidence, recession and other factors could lead to decreased demand for advertising and negatively impact our advertising revenues and our results of operations. We cannot predict with accuracy the timing or duration of any economic downturn generally, or in the markets in which our advertisers operate. If the economic environment does worsen, there can be no assurance that we will not experience a decline in revenues, which may negatively impact our financial condition and results of operations.
13
Table of Contents
Index to Financial Statements
Our stations may not be able to compete effectively in their respective markets for advertising revenues, which could adversely affect our revenue and cash flows.
We operate in a highly competitive business. A decline in our audience share or advertising rates in a particular market may cause a decline in the revenue and cash flows of our stations located in that market. Our stations compete for audiences and advertising revenues within their respective markets directly with other stations, as well as with other media platforms and companies selling digital advertising. These other media platforms include broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, smart speakers, podcasts and other forms of advertising. Our radio stations also compete for audiences and advertising revenues within their respective markets directly with Amazon, Apple, Facebook and Google.
Our stations could suffer a reduction in audience ratings or advertising revenue and could incur increased promotional and other expenses if:
| • | another station in a market was to convert its programming to a format similar to, and thereby compete more directly with, one of our stations; |
| • | a new station was to adopt a comparable format or if an existing competitor were to improve its audience share; or |
| • | a current or new advertising alternative increased its share of local or national advertising revenue. |
Other radio broadcasting companies may enter into markets in which we operate or may operate in the future. These companies may be larger and have more financial resources than we have. As a result, our stations may not be able to maintain or increase their current audience ratings and advertising revenues.
Further, advertising revenue may vary from even- to odd-numbered years based on the volatility and unpredictability of political advertising revenue. Political advertising revenue from elections, which is generally greater in even-numbered years when deferral elections occur, has the potential to create fluctuations in our operating results on a year-to-year basis. In addition, political advertising revenue is dependent on the level of political advertising expenditures and competitiveness of particular races within each local market.
If we are unable to develop compelling and differentiated digital content, products and services, our advertising revenues could be adversely affected.
In order to attract consumers and generate increased activity on our digital properties, we believe that we must offer compelling and differentiated content, products and services. However, acquiring, developing, and offering such content, products and services may require significant costs and time to develop, while consumer tastes may be difficult to predict and are subject to rapid change. If we are unable to provide content, products and services that are sufficiently attractive to our digital users, we may not be able to generate the increases in activity necessary to generate increased advertising revenues. In addition, although we have access to certain content provided by our other businesses, we may be required to make substantial payments to license such content. Many of our content arrangements with third parties are non-exclusive, so competitors may be able to offer similar or identical content. If we are not able to acquire or develop compelling content and do so at reasonable prices, or if other companies offer content that is similar to that provided by our digital department, we may not be able to attract and increase the engagement of digital consumers on our digital properties.
Continued growth in our digital business also depends on our ability to continue offering a competitive and distinctive range of advertising products and services for advertisers and publishers and our ability to maintain or increase prices for our advertising products and services. Continuing to develop and improve these products and services requires significant time and costs. If we cannot continue to develop and improve our advertising products and services, or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected.
14
Table of Contents
Index to Financial Statements
Our success is dependent upon audience acceptance of our content, particularly our audio programs, which is difficult to predict.
Media and audio content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of media content or a audio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance and perceptions by the public, which are difficult to predict. The commercial success of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, and other tangible and intangible factors, all of which are difficult to predict.
Ratings for broadcast stations and the amount of traffic on a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives. Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenues. For example, if there is an event causing a change of programming at one of our stations, there could be no assurance that any replacement programming would generate the same level of ratings, revenues, or profitability as the previous programming. In addition, changes in ratings methodology and technology could adversely impact our ratings and negatively affect our advertising revenues.
Finally, the costs of developing and distributing content and programming most popular with the public may change significantly if new performance royalties (such as those that have been proposed by members of Congress from time to time) are imposed upon radio broadcasters or internet operators, and such changes could have a material impact upon our business.
We may not remain competitive if we do not respond to changes in technology, standards and services that affect our industry.
The radio broadcasting industry is subject to technological change, evolving industry standards and the emergence of alternate media platforms, technologies and services. We may not have the resources to acquire and deploy other technologies or to introduce new services that could compete with these other technologies. Competition arising from other technologies or regulatory changes may have an adverse effect on the radio broadcasting industry or on our Company. Various other audio technologies and services that have been developed and introduced include:
| • | home and personal digital audio devices (e.g., smart phones, tablets, smart speakers); |
| • | satellite delivered digital audio radio services that offer numerous programming channels; |
| • | internet-based audio music services; |
| • | audio programming by internet content providers, internet radio stations, cable systems, direct broadcast satellite systems, personal communications services and other digital audio broadcast formats; |
| • | HD Radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; |
| • | low power FM radio stations, which are non-commercial FM radio broadcast outlets that serve small, localized areas; |
| • | portable digital devices and systems that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements; and |
| • | vehicles equipped with dashboards that provide internet connectivity that increase the number of audio and video platforms available in vehicles (e.g., ATSC 3.0 technology) or that eliminate certain older technologies such as AM radio. |
15
Table of Contents
Index to Financial Statements
These and other new technologies have the potential to change the means by which advertisers can reach target audiences most effectively. We cannot predict the effect, if any, that competition arising from other technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations.
Such new media and technology has resulted in increased fragmentation in the advertising market, and we cannot predict the effect, if any, that additional competition arising from new technologies may have across our business or our financial condition and results of operations, which may be adversely affected if we are not able to adapt successfully to these new media technologies or distribution platforms. The continuing growth and evolution of channels and platforms have increased our challenges in differentiating ourselves from other media platforms. We continually seek to develop and enhance our content offerings and distribution platforms/methodologies. Failure to effectively execute these efforts, actions by our competitors, or other failures to deliver content effectively could hurt our ability to differentiate ourselves from our competitors and, as a result, have adverse effects across our business.
We are dependent on federally issued licenses to operate our stations and are subject to extensive federal regulation.
The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. We are required to obtain licenses from the FCC to operate our stations. Our business depends upon maintaining our broadcast licenses, which are issued by the FCC for a term of eight years and are renewable. Although the vast majority of FCC radio station licenses are routinely renewed, we cannot assure you that the FCC will approve our future renewal applications or that the renewals will be for full eight-year terms or will not include conditions or qualifications that could adversely affect our operations. The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse effect on us. All our station licenses were renewed for full eight-year terms in the most recent renewal cycle, which concluded in August 2022.
We must comply with extensive FCC regulations and policies regarding the ownership and operation of our stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate any future transactions, and in certain circumstances, could require us to divest one or more stations. Online music services such as Amazon Music Unlimited, Apple Music, Pandora and Spotify are not regulated by the FCC; therefore, they are not subject to any ownership restrictions or FCC regulations governing their operations. Our ability to compete with online music services may be impeded because of the extensive FCC regulations to which we are subject. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. Possible changes in interference protections, creation of additional classes of FM stations, spectrum allocations and other technical rules may negatively affect the operation of our stations. If the FCC relaxes certain technical requirements, it could impair the signals transmitted by our stations and could have a material adverse effect on us. In addition, the FCC has recently increased its enforcement of certain regulations, including regulations requiring a radio station to include an on-air announcement which identifies the sponsor of all advertisements and other content broadcast by any radio station for which any money, service or other valuable consideration is received, requiring all radio stations to maintain online public inspection files hosted on an FCC database that is easily accessible by members of the public and the FCC, and prohibiting the transmission of EAS tones or simulations thereof in the absence of an actual emergency or authorized test. Moreover, these FCC regulations and others may change over time, and we cannot assure you that those changes would not have a material adverse effect on us.
The FCC regulates FM translator stations as a secondary service, and in the event that an FM translator station causes actual interference to the signal of a radio or television station, FCC rules require the FM translator station to eliminate the interference and to suspend operations if the interference cannot be eliminated. If the FCC requires any FM translator station that we operate to modify its facilities to eliminate interference caused to another station or to cease broadcasting, it could materially impair the operations of the station that the FM translator rebroadcasts which could have a material adverse effect on us.
16
Table of Contents
Index to Financial Statements
Vigorous enforcement of the FCC’s indecency rules could have a material adverse effect on our business.
The FCC’s rules prohibit the broadcast of obscene material at any time and indecent material between the hours of 6 a.m. and 10 p.m. The risk of violating the prohibition on the broadcast of indecent material is increased by the vagueness of the FCC’s definition of indecent material, coupled with the spontaneity of live programming. The FCC has expanded the breadth of indecency regulation to include material that could be considered “blasphemy,” “personally reviling epithets,” “profanity” and vulgar or coarse words amounting to a nuisance. As a result, in the event that we broadcast material falling within the expanded breadth of the FCC’s regulation, we could be subject to license revocation, or renewal or qualifications proceedings, which would put the licenses that we depend on for our operations in jeopardy. In 2007, the monetary penalties for broadcasting indecent programming increased substantially. The current maximum permitted fines are $479,945 per incident and $4,430,255 for any continuing violation arising from a single act or failure to act. In a decision issued in June 2012, the Supreme Court did not find that the FCC’s indecency standards were inconsistent with the First Amendment, which means the FCC may continue to enforce the standards. The FCC has advised that it will continue to pursue enforcement actions in egregious cases while it conducts a review of its indecency policy generally, and in March 2015, the FCC issued a Notice of Apparent Liability for the then maximum forfeiture amount of $325,000 against a television station. Because the FCC may investigate indecency complaints prior to notifying a licensee of the existence of a complaint, a licensee may not have knowledge of a complaint unless and until the complaint results in the issuance of a formal FCC letter of inquiry or notice of apparent liability for forfeiture.
We may in the future become subject to additional inquiries or proceedings related to our stations’ broadcast of indecent or obscene material. To the extent that these pending inquiries or other proceedings result in the imposition of fines, revocation of any of our station licenses or denials of license renewal applications, our business and results of operations could be materially adversely affected.
The royalties we pay to copyright owners could increase significantly, and proposed legislation could require radio broadcasters to pay royalties to record labels and recording artists.
We pay royalties to copyright owners of musical compositions (typically song composers and publishers) whenever we broadcast or stream musical compositions. These royalties are paid through ASCAP, BMI, SESAC, GMR, and Sound Exchange. The rates at which we pay royalties to copyright owners are privately negotiated or set pursuant to a regulatory process. Increased royalty rates could significantly increase our expenses, which could adversely affect our business. There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future. In addition, legislation has been previously introduced in Congress that would require radio broadcasters to pay a performance royalty to record labels and performing artists for use of their recorded songs. The proposed legislation would add an additional layer of royalties to be paid directly to the record labels and artists. It is currently unknown what proposed legislation, if any, will become law, whether industry groups will enter into an agreement with respect to performance fees, and what significance this royalty would have on our results from operations, cash flows or financial position.
We depend on selected market clusters of stations for a material portion of our net revenue.
The stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 58% of our net revenue in 2022. Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population or demographics, or changes in audience tastes, which could adversely impact our results from operations, cash flows or financial position.
We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions.
Our outstanding accounts receivable are not covered by collateral or credit insurance. Credit risk on our receivables is heightened during periods of uncertain economic conditions, and there can be no assurance that our
17
Table of Contents
Index to Financial Statements
procedures to monitor and limit exposure to credit risk will be effective and enable us to avoid losses, which could have a material adverse effect on our results from operations, cash flows or financial position. We also maintain reserves to cover the uncollectibility of a portion of our accounts receivable, however, the estimate which is based on current information may differ from actual results.
A future impairment of our FCC licenses and/or goodwill could adversely affect our operating results.
As of December 31, 2022, our FCC licenses and goodwill represented 70% of our total assets. We are required to test our FCC licenses and goodwill for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses and/or goodwill might be impaired, and we have, from time to time, recorded impairment charges as a result of such tests. We assess qualitative factors to determine whether it is more likely than not that our FCC licenses and/or goodwill might be impaired. If we determine it is more likely than not that our FCC licenses and/or goodwill are impaired, then we are required to perform a quantitative impairment test. 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. For further discussion, see “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates” of this report.
We have substantial debt that could have important consequences to you.
We have debt that is substantial in relation to our equity. As of December 31, 2022, we had long-term debt of $290.0 million and equity of $223.5 million. Our long-term debt is substantial in amount and could have an impact on you. For example, it could:
| • | require us to dedicate a substantial portion of our cash flows from operations to debt service, thereby reducing the availability of cash flows for other purposes, including ongoing capital expenditures and future acquisitions; |
| • | impair our ability to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate or other purposes; |
| • | limit our ability to compete, expand and make capital improvements; |
| • | increase our vulnerability to economic downturns, limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions; and |
| • | limit or prohibit our ability to pay dividends and make other distributions. |
Any additional borrowings or note offerings would further increase the amount of our debt and the associated risks. In addition, there can be no assurances that additional financing will be available or on terms that will be acceptable to us, or at all.
Our ability to pay regular dividends on our common stock is subject to the discretion of our Board of Directors and may be limited by our structure, statutory restrictions and restrictions imposed by the Indenture governing our Notes as well as any future agreements.
Due to the impact of 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. While we intend to pay a regular quarterly cash dividend, future payments, if any, will be at the discretion of our Board of Directors. Future quarterly dividend payments can also be changed or discontinued at any time and will be subject to limitations under the terms of the Indenture governing our Notes,
18
Table of Contents
Index to Financial Statements
as well as any future agreements. The payment and timing of any future quarterly dividends will also depend upon, among other things, our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors deemed relevant by our Board of Directors.
Our corporate offices and several of our stations are located in areas that could be affected by hurricanes.
Florida is susceptible to hurricanes, and we have our corporate offices located in Naples, and stations located in Fort Myers and Tampa. These stations contributed 13% of our net revenue in 2022. Although the 2022 hurricane season did not have a material impact on our operations, our corporate offices and our stations located in Florida and other stations located along the east coast of the United States have been materially affected by hurricanes in the past and may be materially affected in the future, which could have an adverse impact on our business, financial condition and results of operations. We carry property damage insurance on all of our properties and business interruption insurance on some of our properties, but there can be no assurance that such insurance would be adequate to cover all of our hurricane-related losses.
The failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming could adversely affect our operating results.
We use studios, satellite systems, transmitter facilities and the internet to originate and/or distribute our station programs and commercials. We rely on third-party contracts and services to operate our origination and distribution facilities. These third-party contracts and services include, but are not limited to, electrical power, satellite transponders, uplinks and downlinks and telecom circuits. Distribution may be disrupted due to one or more third parties losing their ability to provide particular services to us, which could adversely affect our distribution capabilities. A disruption can be caused as a result of any number of events, such as local disasters (accidental or environmental), various acts of terrorism, power outages, cyber-attacks, major telecom connectivity failures or satellite failures. Our ability to distribute programming to station audiences may be disrupted for an undetermined period of time until alternate facilities are engaged and put online. Furthermore, until third-party services resume, the inability to originate or distribute programming could have a material adverse effect on our business and results of operations.
Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer.
Any internal technology error or failure impacting systems hosted internally or externally, or any large-scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our technology network. Any individual, sustained or repeated failure of technology could impact our customer service and result in increased costs or reduced revenues. Our technology systems and related data also may be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, cyber-attacks, computer viruses, hackers and other security issues. Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial consequences to our reputation.
In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including the personal information of our clients, listeners and employees. The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy. Any compromise of our technology systems resulting from attacks by hackers or breaches due to employee error or malfeasance could result in the loss, disclosure, misappropriation of or access to clients’, listeners’, employees’ or business partners’ information. Any such loss, disclosure, misappropriation or access could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption of our operations and damage to our reputation, any or all of which could adversely affect our business.
19
Table of Contents
Index to Financial Statements
Our business is dependent upon the proper functioning of our internal business processes and information systems and modification or interruption of such systems may disrupt our business, processes and internal controls.
We increasingly rely on technology to operate our business, including our own information technology systems and the information technology systems and technology of our third-party providers. The proper functioning of our internal business processes and information systems is critical to the efficient operation and management of our business. If these information technology systems fail or are interrupted, our operations may be adversely affected and operating results could be harmed.
Our information technology systems, and those of third-party providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control. These include catastrophic events, power anomalies or outages and natural disasters, and, increasingly, technological risks associated with computer system or network failures, viruses or malware, physical or electronic intrusions, and unauthorized access associated with cyber-attacks. We and certain of our third-party vendors have been the target of cyber-attacks, including phishing attacks, ransomware attacks, and attempted denial of service attacks, and future attacks are likely to occur. While no cyber-attack has had a material impact thus far, if successful, these types of attacks could have a material adverse effect on our financial condition, results of operations and cash flows, due to, among other things, the loss of customer data, interruptions to our operations, and damage to our reputation.
In addition, our business processes and information systems need to be sufficiently scalable to support the future growth of our business and may require modifications or upgrades that expose us to similar risks of damage or disruption. Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could have a material adverse effect on our financial condition, results of operations and cash flows.
We may lose key executives and other key employees, including on-air talent, to competing stations or other types of media competitors.
Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key employees. The unique combination of skills and experience possessed by our key executives would be difficult to replace, and the loss of a key executive could impair our ability to execute our operating and acquisition strategies.
In addition, we compete for creative and performing on-air talent with other stations and radio station groups, radio networks, and other providers of syndicated content and other media such as broadcast television, digital, satellite and cable television, video streaming services, the internet, podcast producers and satellite radio. Our ability to attract and retain key personnel is an important aspect of our competitiveness. Our employees and other on-air talent are subject to change and may be lost to competitors or for other reasons. Any adverse changes in particular programs, formats or on-air talent could have a material adverse effect on our ratings and our ability to attract advertisers, which would negatively impact our business, financial condition or results of operations.
Our success depends on our ability to identify, consummate and integrate acquired stations.
As part of our strategy, we have pursued, and may continue to pursue, acquisitions of additional stations. Radio broadcasting is a rapidly consolidating industry with many companies seeking to consummate acquisitions and increase their market share. In this environment, we compete with many other buyers for the acquisition of stations. Some of those competitors may be able to outbid us for acquisitions because they have greater financial resources. FCC ownership rules limit the number of stations that an entity can own in specific local markets, and in certain markets, we do not have room to acquire additional stations. As a result, our ability to identify and consummate future acquisitions is uncertain.
In addition, our consummation of all future acquisitions is subject to various conditions, including FCC and other regulatory approvals. The FCC must approve any transfer of control or assignment of broadcast licenses. In
20
Table of Contents
Index to Financial Statements
addition, acquisitions may encounter intense scrutiny under federal and state antitrust laws. Any delays, injunctions, conditions or modifications by any government agencies could have a negative effect on us and result in the abandonment of all or part of attractive acquisition opportunities.
Our success also depends on our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto. The process of integrating acquired stations may involve numerous risks, including:
| • | integrating two unique business cultures, which may prove to be incompatible; |
| • | consolidating corporate and administrative infrastructures and eliminating duplicative operations; |
| • | the diversion of management’s attention from ongoing business concerns; |
| • | unanticipated issues in integrating information technology, communications and other systems; |
| • | costs or inefficiencies associated with integrating the operations of the combined company; and |
| • | unforeseen expenses, liabilities or delays. |
We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any acquisitions. The failure to identify, consummate and integrate acquired stations could have a material adverse effect on our financial condition, results of operations and cash flows.
The Beasley family controls Beasley Broadcast Group, Inc. and members of the Beasley family own a substantial equity interest in Beasley Broadcast Group, Inc. Their interests may conflict with yours.
The Beasley family, which includes Caroline Beasley, our Chief Executive Officer and a member of our board of directors, Bruce Beasley, our President and a member of our board of directors, and Brian Beasley, our Chief Operating Officer and a member of our board of directors, is generally able to control the vote on all matters submitted to a vote of stockholders. Without the approval of the Beasley family, we will be unable to consummate transactions involving an actual or potential change in control, including transactions in which you might otherwise receive a premium for your shares over then current market prices. Shares of Class B and Class A common stock that members of the Beasley family beneficially own represent 94% of the total voting power of all classes of our common stock. The Beasley family will be able to direct our management and policies, except with respect to those matters requiring a class vote under the provisions of our amended certificate of incorporation, fourth amended and restated bylaws or applicable law.
Historically, we have entered into certain transactions with members of the Beasley family and affiliated entities that may conflict with the interests of our stockholders now or in the future. See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operation — Related Party Transactions” and Note 18 to the accompanying financial statements.
Future sales by the Beasley family of our Class A common stock could adversely affect its market price.
Members of the Beasley family beneficially own the majority of all outstanding shares of Class B common stock, which is convertible to Class A common stock on a one-for-one basis. The market for our Class A common stock could change substantially if members of the Beasley family convert their shares of Class B common stock to shares of Class A common stock and then sell large amounts of shares of Class A common stock in the public market.
These sales, or the possibility that these sales may occur, could make it more difficult for us to raise capital by selling equity or equity-related securities in the future.
21
Table of Contents
Index to Financial Statements
The difficulties associated with any attempt to gain control of our Company may adversely affect the price of our Class A common stock.
Due to their large beneficial ownership of our Class B and Class A common stock, members of the Beasley family control the decision whether any change of control of the Company will occur. Moreover, some provisions of our amended certificate of incorporation, fourth amended and restated bylaws and Delaware law could make it more difficult for a third party to acquire control of us, even if a change of control could be beneficial to you. In addition, the Communications Act and FCC rules and policies limit the number of stations that one individual or entity can own, directly or by attribution, in a market. The FCC’s media ownership rules remain in flux and subject to further agency and court proceedings. The FCC is required to review its media ownership rules quadrennially and determine if the rules remain necessary in the public interest as a result of competition. FCC approval for transfers of control of FCC licensees and assignments of FCC licenses are also required. Because of the limitations and restrictions imposed on us by these provisions and regulations, the trading price of our Class A common stock may be adversely affected.
There may not be an active market for our Class A common stock, making it difficult for you to sell your stock.
Our stock may not be actively traded in the future. An illiquid market for our stock may result in price volatility and poor execution of buy and sell orders for investors. Our stock price and trading volume have fluctuated widely for a number of reasons, including some reasons that may be unrelated to our business or results of operations. This market volatility could depress the price of our Class A common stock without regard to our operating performance. In addition, our operating results may be below expectations of public market analysts and investors. If this were to occur, the market price of our Class A common stock could decrease, perhaps significantly.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
As of March 17, 2023, we own or lease property in the following locations:
| Location |
Description |
Owned/Leased | ||
| Atlanta, GA | Office space for stations | Third-party lease | ||
| Augusta, GA | Office space for stations | Owned | ||
| Land for office space | Related party lease | |||
| Boston, MA | Office space for stations | Third-party lease | ||
| Camden, NJ | Office space for station | Owned | ||
| Land for office space | Related party lease | |||
| Charlotte, NC | Office space for stations | Third-party lease | ||
| Detroit, MI | Office space for stations | Owned | ||
| Estero, FL | Office space for stations | Related party lease | ||
| Fayetteville, NC | Office space for stations | Related party lease | ||
| Las Vegas, NV | Office space for stations | Related party lease | ||
| Middlesex, NJ | Office space for stations | Owned | ||
| Monmouth, NJ | Office space for stations | Owned | ||
| Morristown, NJ | Office space for stations | Owned | ||
| Philadelphia, PA | Office space for stations | Third-party lease | ||
| Tampa, FL | Office space for stations | Third-party lease | ||
| Wilmington, DE | Office space for station | Third party lease |
22
Table of Contents
Index to Financial Statements
The land for office space in Augusta, GA is leased from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, our Chief Executive Officer and a member of our board of directors, Bruce Beasley, our President and a member of our board of directors, Brian Beasley, our Chief Operating Officer and a member of our board of directors, and other members of the Beasley family.
The land for office space in Camden, NJ and office space in Fayetteville, NC are leased from Beasley Family Towers, LLC, which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family and partially owned directly by Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family.
The office space in Estero, FL is leased from Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family.
The office space in Las Vegas, NV is leased from GGB Las Vegas, LLC, which is controlled by members of the Beasley family.
In addition, we lease our principal executive offices in Naples, FL from Beasley Broadcasting Management, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other family members of the Beasley family.
No one property is material to us. We believe that our properties are generally in good condition and suitable for our operations. However, we continually look for opportunities to upgrade our properties and may do so in the future.
ITEM 3. LEGAL PROCEEDINGS
We currently and from time to time are involved in ordinary routine litigation incidental to the conduct of our business including indecency claims and related proceedings at the FCC, but we are not a party to any lawsuit or other proceedings that, in the opinion of management, is likely to have a material adverse effect on our financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
23
Table of Contents
Index to Financial Statements
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
We have two authorized and outstanding classes of equity securities: Class A common stock, $.001 par value, and Class B common stock, $.001 par value. The only difference between the Class A and Class B common stock is that Class A is entitled to one vote per share and Class B is entitled to ten votes per share. Class B is convertible into Class A shares on a one-for-one share basis under certain circumstances. Our Class A common stock trades on the NASDAQ Global Market under the symbol “BBGI.” There is no established public trading market for our Class B common stock.
Holders
As of March 17, 2023, there were approximately 137 holders of record of our Class A common stock and 21 holders of record of our Class B common stock. The number of holders of Class A common stock does not count separately the number of beneficial holders whose shares are held of record by a broker or clearing agency.
Dividends
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, the Indenture governing our Notes limits our ability to pay dividends.
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 December 31, 2022.
| Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Program |
Approximate Dollar Value That May Yet Be Purchased Under the Program |
||||||||||||
| October 1 – 31, 2022 |
— | — | — | $ | — | |||||||||||
| November 1 – 30, 2022 |
— | — | — | — | ||||||||||||
| December 1 – 31, 2022 |
24,336 | $ | 1.06 | — | — | |||||||||||
|
|
|
|||||||||||||||
| Total |
24,336 | |||||||||||||||
|
|
|
|||||||||||||||
On March 27, 2007, our board of directors approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”). The original ten-year term of the 2007 Plan ended on March 27, 2017. Our stockholders approved an amendment to the 2007 Plan at the Annual Meeting of Stockholders on June 8, 2017 to, among other things, extend the term of the 2007 Plan until March 27, 2027. The 2007 Plan permits us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock. All shares purchased during the three months ended December 31, 2022 were purchased to fund withholding taxes in connection with the vesting of restricted stock units.
24
Table of Contents
Index to Financial Statements
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, Tampa-Saint Petersburg, FL, and Wilmington, DE. We refer to each group of stations in each market as a market cluster. Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.
COVID-19 Pandemic
Beginning in early 2020, we were impacted by deteriorating general economic conditions resulting from the COVID-19 pandemic that caused a downturn in the advertising industry. The decreased demand for advertising materially negatively impacted our results of operations, liquidity and financial condition in 2020, and to a lesser extent, in 2021 and 2022. In response to the COVID-19 pandemic, beginning in March 2020, we implemented certain expense control initiatives, such as reductions in compensation for management and other employees, reductions in planned capital expenditures, negotiated vendor pricing reductions, furloughs and headcount reductions for certain employees and suspensions of new employee hiring and travel and entertainment expenses. These initiatives reduced our expenses throughout the remainder of 2020, and certain of these expense reductions continued during 2021 and 2022. 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 our stockholders.
The extent to which the COVID-19 pandemic will continue to impact our business and financial results going forward will be dependent on future developments, which are uncertain and unpredictable. Accordingly, 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 Federal Communications Commission (“FCC”) licenses and goodwill, and determination of right-of-use assets.
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.
25
Table of Contents
Index to Financial 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; |
| • | 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 stations to compete effectively in their respective markets for advertising revenues; |
| • | the ability of the Company to develop compelling and differentiated digital content, products and services; |
| • | audience acceptance of the Company’s content, particularly its audio programs; |
| • | the ability of the Company to respond to changes in technology, standards and services that affect the audio industry; |
| • | the Company’s dependence on federally issued licenses subject to extensive federal regulation; |
| • | actions by the FCC or new legislation affecting the audio industry; |
| • | increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists; |
| • | the Company’s dependence on selected market clusters of stations for a material portion of its net revenue; |
| • | credit risk on the Company’s accounts receivable; |
| • | the risk that the Company’s FCC licenses and/or goodwill could become impaired; |
| • | the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends; |
| • | the potential effects of hurricanes on the Company’s corporate offices and stations; |
| • | the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming; |
| • | disruptions or security breaches of the Company’s information technology infrastructure and information systems; |
| • | the loss of key personnel; |
| • | the Company’s ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and their impact on the Company’s financial condition and results of operations; |
| • | the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and |
| • | other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC. |
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. We do not intend, and undertake no obligation, to update any forward-looking statement.
26
Table of Contents
Index to Financial Statements
Financial Statement Presentation
The following discussion provides a brief description of certain key items that appear in our financial statements and general factors that impact these items.
Net Revenue. Our net revenue is primarily derived from the sale of commercial spots to advertisers directly or through national, regional or local advertising agencies. Revenues are reported at the amount we expect to be entitled to receive under the contract. Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a station’s local market, either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of commercial advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.
Our net revenue is generally determined by the advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels. Advertising rates are primarily based on the following factors:
| • | a station’s audience share in the demographic groups targeted by advertisers as measured principally by periodic reports issued by Nielsen Audio; |
| • | the number of stations, as well as other forms of media, in the market competing for the attention of the same demographic groups; |
| • | the supply of, and demand for, radio advertising time; and |
| • | the size of the market. |
Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our radio market clusters. Seasonal revenue fluctuations are also common in the radio broadcasting industry and are primarily due to variations in advertising expenditures by local and national advertisers. Our revenues typically are lowest in the first calendar quarter of the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter of such years.
We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime.
We also continue to invest in digital support services to develop and promote our station websites, applications, and other distribution platforms. We derive revenue from our websites through the sale of advertiser promotions and advertising on our websites and the sale of advertising airtime during audio streaming of our stations over the internet. We also generate revenue from selling third-party digital products and services.
Operating Expenses. Our operating expenses consist primarily of programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our stations. We strive to control our operating expenses by centralizing certain functions at our corporate offices and consolidating certain functions in each of our market clusters.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:
| • | it involves a significant level of estimation uncertainty; and |
27
Table of Contents
Index to Financial Statements
| • | changes in the estimate or different estimates that could have been selected have had or are reasonably likely to have a material impact on our results of operations or financial condition. |
Accounts Receivable. We continually evaluate our ability to collect our accounts receivable. Our ongoing evaluation includes review of specific accounts at our stations, the current financial condition of our customers and our historical write-off experience. This ongoing evaluation requires management judgment, and if we had made different assumptions about these factors, the allowance for doubtful accounts could have been materially different.
Property and Equipment. We are required to assess the recoverability of our property and equipment whenever an event has occurred that may result in an impairment loss. If such an event occurs, we will compare estimates of related future undiscounted cash flows to the carrying amount of the asset. If the future undiscounted cash flow estimates are less than the carrying amount of the asset, we will reduce the carrying amount to the estimated fair value. The determination of when an event has occurred and estimates of future cash flows and fair value all require management judgment. The use of different assumptions or estimates may result in alternative assessments that could be materially different. We did not identify any triggering events that may have resulted in an impairment loss on our property and equipment in 2022. However, there can be no assurance that impairments of our property and equipment will not occur in future periods.
FCC Licenses. As of December 31, 2022, FCC licenses with an aggregate carrying amount of $487.2 million represented 68% of our total assets. We are required to test our FCC licenses for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that our FCC licenses might be impaired. We assess qualitative factors to determine whether it is more likely than not that our FCC licenses might be impaired. If we determine it is more likely than not that our FCC licenses are impaired, then we are required to perform a quantitative impairment test. In 2022, we elected to perform the quantitative impairment test for our FCC licenses in all markets. The quantitative impairment test compares the fair value of our FCC licenses with their carrying amounts. If the carrying amounts of the FCC licenses exceed their fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of testing our FCC licenses for impairment, we combine our FCC licenses into reporting units based on our market clusters.
Due to an increase in interest rates in the U.S. economy, we tested our FCC licenses for impairment during the second quarter of 2022. As a result of the quantitative impairment test performed as of June 30, 2022, we recorded impairment losses of $2.8 million related to the FCC licenses in our Fort Myers-Naples, FL, Las Vegas, NV, and Wilmington, DE market clusters. The impairment losses were due to 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 associated with the U.S. economy. The fair values of our FCC licenses were estimated using an income approach. The income approach is based upon discounted cash flow analyses incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio operating income margins, and a discount rate appropriate for the audio industry. The key assumptions used in the discounted cash flow analyses are as follows:
| Revenue growth rates |
(1.9)% - 15.9% | |
| Market revenue shares at maturity |
0.6% - 44.0% | |
| Operating income margins at maturity |
19.2% - 32.6% | |
| Discount rate |
9.5% |
Interest rates in the U.S. economy continued to increase during the third quarter of 2022; however, there were no changes to the discount rate or any other items used in the discounted cash flow analyses to estimate the fair value of the FCC licenses. Therefore, we did not record any impairment losses related to FCC licenses during the third quarter of 2022.
We performed the annual quantitative impairment test for our FCC licenses in all markets during the fourth quarter of 2022. As a result of the quantitative impairment test performed as of November 30, 2022, we recorded
28
Table of Contents
Index to Financial Statements
impairment losses of $19.2 million related to the FCC licenses in our Boston, MA, Charlotte, NC, Fort Myers-Naples, FL, Middlesex-Monmouth-Morristown, NJ, and Wilmington, DE market clusters. The impairment losses were primarily due to a decrease in projected revenue in these markets. The fair values of our FCC licenses were estimated using an income approach. The key assumptions used in the discounted cash flow analyses are as follows:
| Revenue growth rates |
0.3% - 2.7% | |
| Market revenue shares at maturity |
0.7% - 44.7% | |
| Operating income margins at maturity |
19.7% - 30.4% | |
| Discount rate |
9.5% |
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 licenses |
Excess | ||||||
| Atlanta, GA |
$ | 832,300 | 54.5 | % | ||||
| Augusta, GA |
6,113,075 | 5.5 | ||||||
| Boston, MA |
125,394,900 | — | ||||||
| Charlotte, NC |
53,726,600 | — | ||||||
| Detroit, MI |
29,978,201 | 6.9 | ||||||
| Fayetteville, NC |
8,974,679 | 0.4 | ||||||
| Fort Myers-Naples, FL |
7,160,900 | — | ||||||
| Las Vegas, NV |
37,080,600 | 0.8 | ||||||
| Middlesex, Monmouth, Morristown, NJ |
21,735,200 | — | ||||||
| Philadelphia, PA |
119,674,192 | 6.6 | ||||||
| Tampa-Saint Petersburg, FL |
61,787,351 | 4.8 | ||||||
| Wilmington, DE |
14,791,800 | — | ||||||
Goodwill. As of December 31, 2022, goodwill with an aggregate carrying amount of $13.3 million represented 2% of our total assets. 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 segment as our reporting units.
Due to an increase in interest rates in the U.S. economy, we tested our goodwill for impairment during the second quarter of 2022. As a result of the quantitative impairment test performed as of June 30, 2022, we recorded impairment losses of $5.9 million related to the goodwill in our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, and Tampa-Saint Petersburg, FL market clusters. The impairment losses were due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our goodwill due to certain risks associated with the U.S. economy. The fair values of our goodwill were estimated using an income approach. The income approach is based upon discounted cash flow analyses incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio operating income margins, and a discount rate appropriate for the audio industry. The key assumptions used in the discounted cash flow analyses are as follows:
| Revenue growth rates |
(1.9)% - 11.1% | |
| Operating income margins |
5.4% - 29.8% | |
| Discount rate |
9.5% |
29
Table of Contents
Index to Financial Statements
Interest rates in the U.S. economy continued to increase during the third quarter of 2022, however, there were no changes to the discount rate or any other items used in the discounted cash flow analyses to estimate the fair value of goodwill. Therefore, we did not record any impairment losses related to goodwill during the third quarter of 2022.
We performed the annual quantitative impairment test for our goodwill in all markets during the fourth quarter of 2022. As a result of the quantitative impairment test, we recorded an impairment loss of $8.9 million related to the goodwill in our Boston, MA market cluster. The impairment loss was primarily due to a decrease in projected revenue in Boston. The fair value of our goodwill was estimated using an income approach. The key assumptions used in the discounted cash flow analysis are as follows:
| Revenue growth rates |
0.5% - 11.4% | |
| Operating income margin |
13.1% | |
| Discount rate |
9.5% |
In addition, as a result of a quantitative impairment test in the esports segment, we recorded an impairment loss of $1.5 million related to the goodwill in the esports segment. The impairment loss was primarily due to a decrease in projected revenue in the esports segment.
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 sheets, we may recognize future impairment charges, the amount of which may be material. For example, if the discount rate used in our discounted cash flow analyses was increased to 10.0% without any additional changes to the other assumptions used in the discounted cash flow analyses, we would have recorded additional impairment losses of $20.5 million related to the FCC licenses in each of our market clusters except Atlanta, GA.
Other Intangibles. As of December 31, 2022, other intangibles with an aggregate carrying amount of $8.2 million represented 1% of our total assets. Other intangibles include advertiser relationships, franchise rights, trade names, and brands. For the purpose of testing other intangibles for impairment, we have identified our market clusters, and digital and esports segments as our reporting units. We performed a quantitative impairment test for our franchise rights in the esports segment as of December 31, 2022. As a result of the test, we recorded an impairment loss of $12.8 million. The impairment loss was primarily due to a decrease in projected revenue in the esports segment. The fair values of the franchise rights were estimated using an income approach. The income approach is based upon discounted cash flow analyses incorporating variables such as projected revenue, projected growth rate for revenue, projected operating income margins, and a discount rate appropriate for the esports industry. The key assumptions used in the discounted cash flow analyses are as follows:
| Revenue growth rate(s) |
3.0% - 25.0% | |
| Operating income margin(s) |
(22.3)% - 43.5% | |
| Discount rate |
20.0% |
Leases. We are required to determine whether a contract is or contains a lease at inception. Our analysis includes whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. This consideration involves judgment with respect to whether we have the right to obtain substantially all of the economic benefits from the use of the identified asset and whether we have the right to direct the use of the identified asset. We calculate the term for each lease agreement to include the noncancellable period specified in the agreement together with: (1) the periods covered by options to extend the lease if we are reasonably certain to exercise that option, (2) the periods covered by an option to terminate if we
30
Table of Contents
Index to Financial Statements
are reasonably certain not to exercise that option and (3) the period covered by an option to extend (or not terminate) if controlled by the lessor. The assessment of whether we are reasonably certain to exercise an option to extend a lease requires significant judgement surrounding contract-based factors, asset-based factors, entity-based factors and market-based factors. These factors are evaluated based on the facts and circumstances at the time we enter a lease agreement. The lease liabilities and the related right-of-use assets are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s incremental borrowing rate (“IBR”). IBR is defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. See Note 11 to the accompanying financial statements.
Supplemental Employee Retirement Plan. The costs and liabilities of the Supplemental Employee Retirement Plan (“SERP”) are determined using actuarial valuations. An actuarial valuation involves making various assumptions that include the discount rate and mortality rates. The discount rate is based on matching the cash flows of the SERP to the FTSE Pension Discount Curve. The mortality assumptions are based on the mortality tables and mortality improvement scales which are selected based on the most recent study of the Society of Actuaries. The SERP is frozen so future employment does not change the benefit amounts. Actual results will differ from results which are estimated based on assumptions. See Note 12 to the accompanying financial statements.
Recent Accounting Pronouncements
Recent accounting pronouncements are described in Note 2 to the accompanying financial statements.
Results of Operations
Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021
The following summary table presents a comparison of our results of operations for the years ended December 31, 2021 and 2022, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
Results of Operations — Consolidated
| Year Ended December 31, | Change | |||||||||||||||
| 2021 | 2022 | $ | % | |||||||||||||
| Net revenue |
$ | 241,426,308 | $ | 256,381,018 | $ | 14,954,710 | 6.2 | % | ||||||||
| Operating expenses |
199,470,185 | 213,236,063 | 13,765,878 | 6.9 | ||||||||||||
| Corporate expenses |
16,578,046 | 18,001,359 | 1,423,313 | 8.6 | ||||||||||||
| Impairment losses |
— | 52,874,470 | 52,874,470 | — | ||||||||||||
| Gain on exchange |
— | 3,350,539 | 3,350,539 | — | ||||||||||||
| Other operating income, net |
400,000 | — | (400,000 | ) | (100.0 | ) | ||||||||||
| Loss on extinguishment of long-term debt |
4,996,731 | — | (4,996,731 | ) | (100.0 | ) | ||||||||||
| Gain on forgiveness of long-term debt |
10,000,000 | — | (10,000,000 | ) | (100.0 | ) | ||||||||||
| Other income, net |
68,437 | 1,382,322 | 1,313,885 | 1919.8 | ||||||||||||
| Income tax benefit |
5,321,630 | 17,787,434 | 12,465,804 | 234.2 | ||||||||||||
| Net loss |
1,535,094 | 42,057,430 | 40,522,336 | 2639.7 | ||||||||||||
31
Table of Contents
Index to Financial Statements
Results of Operations — Segments
| Year Ended December 31, | Change | |||||||||||||||
| 2021 | 2022 | $ | % | |||||||||||||
| Net revenue |
||||||||||||||||
| Audio |
$ | 206,460,883 | $ | 213,036,307 | $ | 6,575,424 | 3.2 | % | ||||||||
| Digital |
32,743,850 | 40,755,164 | 8,011,314 | 24.5 | ||||||||||||
| Other |
2,221,575 | 2,589,547 | 367,972 | 16.6 | ||||||||||||
|
|
|
|
|
|
|
|||||||||||
| $ | 241,426,308 | $ | 256,381,018 | $ | 14,954,710 | 6.2 | ||||||||||
|
|
|
|
|
|
|
|||||||||||
| Operating expenses |
||||||||||||||||
| Audio |
$ | 163,639,369 | $ | 173,011,492 | $ | 9,372,123 | 5.7 | % | ||||||||
| Digital |
32,355,572 | 36,398,687 | 4,043,115 | 12.5 | ||||||||||||
| Other |
3,475,244 | 3,825,884 | 350,640 | 10.1 | ||||||||||||
|
|
|
|
|
|
|
|||||||||||
| $ | 199,470,185 | $ | 213,236,063 | $ | 13,765,878 | 6.9 | ||||||||||
|
|
|
|
|
|
|
|||||||||||
Net Revenue. Net revenue increased $15.0 million during the year ended December 31, 2022 as compared to the year ended December 31, 2021. Audio revenue increased $6.6 million during the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to recovery from the COVID-19 pandemic and political advertising for the 2022 elections. Digital revenue increased $8.0 million during the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to continued growth in the digital segment and the acquisition of Guarantee Digital, LLC (“Guarantee”).
Operating Expenses. Operating expenses increased $13.8 million during the year ended December 31, 2022 as compared to the year ended December 31, 2021. Audio operating expenses increased $9.4 million during the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to recovery from the COVID-19 pandemic. Digital operating expenses increased $4.0 million during the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to continued investment in the digital segment and the acquisition of Guarantee.
Corporate Expenses. Corporate expenses increased $1.4 million during the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to a decreased allocation of digital expenses to operating expenses.
Impairment Losses. As a result of our annual quantitative impairment tests performed during the fourth quarter of 2022, we recorded impairment losses of $19.2 million related to the FCC licenses in our Boston, MA, Charlotte, NC, Fort Myers-Naples, FL, Middlesex-Monmouth-Morristown, NJ, and Wilmington, DE market clusters, an impairment loss of $8.9 million related to the goodwill in our Boston, MA market cluster and an impairment loss of $1.5 million related to goodwill in the esports segment. The impairment losses were primarily due to a decrease in projected revenue in these markets and the esports segment. We also performed a quantitative impairment test for our franchise rights in the esports segment during the fourth quarter of 2022. As a result of the test, we recorded an impairment loss of $12.8 million primarily due to a decrease in projected revenue in the esports segment. Due to an increase in interest rates in the U.S. economy, we tested our FCC licenses and goodwill for impairment during the second quarter of 2022. As a result of the quantitative impairment tests, we recorded impairment losses of $2.8 million related to the FCC licenses in our Fort Myers-Naples, FL, Las Vegas, NV, and Wilmington, DE market clusters and impairment losses of $5.9 million related to the goodwill in our Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, and Tampa-Saint Petersburg, FL market clusters. The impairment losses were primarily due to an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of FCC licenses and goodwill due to certain risks associated with the U.S. economy. On April 1, 2022, we completed the sale of substantially all of the assets used in the operations of WWNN-AM in West Palm Beach-Boca Raton, FL to a third party for $1.25 million in cash. As a result of the sale, we recorded an impairment loss of $1.9 million related to the FCC license during the first quarter of 2022.
32
Table of Contents
Index to Financial Statements
Gain on Exchange. On December 22, 2022, we completed an asset exchange with Audacy Nevada, LLC, pursuant to which we agreed to exchange all of the assets used or useful in the operations of KDWN-AM in Las Vegas, NV for all of the assets used or useful in the operations of KXTE-FM in Las Vegas, NV. As a result of the exchange, we recorded a gain on exchange of $3.4 million in 2022.
Other Operating Income, Net. Other operating income, net for the year ended December 31, 2021 includes life insurance proceeds of $3.0 million related to the death of Mr. George Beasley, the Company’s former Chairman, in June 2021, partially offset by certain payments totaling $1.5 million that were accrued in accordance with Mr. Beasley’s employment contract, payments of $0.6 million for consulting services related to the COVID-19 pandemic and expenses of $0.5 million related to the early termination of a programming contract.
Loss on Extinguishment of Long-Term Debt. We recorded a loss on extinguishment of long-term debt of $5.0 million during the year ended December 31, 2021, resulting from the issuance of the secured notes on February 2, 2021 and the use of proceeds to refinance in full our previously oustanding credit facility.
Gain on Forgiveness of Long-Term Debt. We recorded a gain on forgiveness of long-term debt of $10.0 million during the year ended December 31, 2021, resulting from forgiveness of the PPP loan in November 2021, as described in “Liquidity and Capital Resources — PPP Loan” below.
Other Income, Net. In the third quarter of 2022, we repurchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 77% of the principal amount and recorded an aggregate gain of $1.0 million as a result of the repurchases. In the second quarter of 2022, we repurchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 96% of the principal amount and recorded an aggregate gain of $0.1 million as a result of the repurchases.
Income Tax Benefit. Our effective tax rate was approximately (79)% and (30)% for the year ended December 31, 2021 and 2022, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain non-taxable income, and certain expenses that are not deductible for tax purposes.
Net Loss. Net loss for the year ended December 31, 2022 was $42.1 million compared to a net loss of $1.5 million for the year ended December 31, 2021, as a result of the factors described above.
Liquidity and Capital Resources
Overview. Our primary sources of liquidity is internally generated cash flow and cash on hand. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.
In response to the COVID-19 pandemic, our board of directors has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders. In addition, as discussed in “Secured Notes” below, the Indenture governing our Notes limits our ability to pay dividends.
Secured Notes. On February 2, 2021, we issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Notes”) under an indenture dated February 2, 2021 (the “Indenture”).
33
Table of Contents
Index to Financial Statements
Interest on the Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. We used the net proceeds from the Notes, to refinance in full our previously outstanding credit facility, to repay a previously outstanding promissory note and loan from George Beasley (see Note 10 to the accompanying financial statements) and to pay related accrued interest, fees and expenses. The Indenture contains restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of our subsidiaries.
In the third quarter of 2022, we repurchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 77% of the principal amount and recorded an aggregate gain of $1.0 million as a result of the repurchases. In the second quarter of 2022, we repurchased $5.0 million aggregate principal amount of the Notes for an aggregate price equal to 96% of the principal amount and recorded an aggregate gain of $0.1 million as a result of the repurchases.
From time to time, we repurchase sufficient shares of our common stock to fund withholding taxes in connection with the vesting of restricted stock units and shares of restricted stock. We paid $0.1 million to repurchase 97,113 shares during the year ended December 31, 2022. From time to time, we may seek to repurchase, redeem or otherwise retire our Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.
We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity:
| • | internally generated cash flow; |
| • | additional borrowings or notes offerings, to the extent permitted under the Indenture governing our Notes; and |
| • | additional equity offerings. |
We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next twelve months and thereafter. However, poor financial results or unanticipated expenses could give rise to default under the Notes, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect, and we may not secure financing when needed or on acceptable terms.
Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of December 31, 2022.
34
Table of Contents
Index to Financial Statements
Cash Flows. The following summary table presents a comparison of our cash flows for the years ended December 31, 2021 and 2022 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
| Year ended December 31, | ||||||||
| 2021 | 2022 | |||||||
| Net cash provided by (used in) operating activities |
$ | (1,907,227 | ) | $ | 11,147,084 | |||
| Net cash used in investing activities |
(1,136,268 | ) | (14,177,688 | ) | ||||
| Net cash provided by (used in) financing activities |
33,662,705 | (8,813,385 | ) | |||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
$ | 30,619,210 | $ | (11,843,989 | ) | |||
|
|
|
|
|
|||||
Net Cash Provided By (Used In) Operating Activities. Net cash provided by operating activities was $11.1 million during the year ended December 31, 2022, as compared to net cash used in operating activities of $1.9 million during the year ended December 31, 2021. Significant factors affecting the $13.1 million increase in net cash provided by operating activities included a $15.5 million increase in cash receipts from revenue and a $10.5 million decrease in cash paid for operating expenses, partially offset by an $11.1 million increase in interest payments and a $1.6 million increase in cash paid for corporate expenses.
Net Cash Used In Investing Activities. Net cash used in investing activities during the year ended December 31, 2022 included payments of $13.4 million for capital expenditures and a payment of $2.0 million for the acquisition of Guarantee, partially offset by proceeds of $1.2 million from a station disposition. Net cash used in investing activities for the same period in 2021 included payments of $4.5 million for capital expenditures, partially offset by proceeds of $3.0 million from life insurance.
Net Cash Provided By (Used In) Financing Activities. Net cash used in financing activities during the year ended December 31, 2022 included Notes repurchases of $8.7 million. Net cash provided by financing activities for the same period in 2021 included proceeds of $300.0 million from the issuance of the Notes and proceeds from the $10.0 million PPP loan, partially offset by credit facility and promissory note repayments of $263.5 million, repayment of the $5.0 million loan provided by George Beasley, and payments of $7.6 million for debt issuance costs related to the Notes.
Related Party Transactions
Beasley Broadcasting Management, LLC
We lease our principal executive offices in Naples, FL from Beasley Broadcasting Management, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family. The lease agreement expires on May 31, 2023. Rental expense was $0.3 million for the year ended December 31, 2022.
Beasley Family Properties, LLC
On September 30, 2021, the office space leased from GGB Estero, LLC for our stations in Fort Myers, FL was transferred to Beasley Family Properties, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family. The lease agreement expires on August 31, 2024. Rental expense was $0.2 million for the year ended December 31, 2022.
Beasley Family Towers, LLC
We lease towers for 16 stations in various markets from Beasley Family Towers, LLC (“BFT”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other
35
Table of Contents
Index to Financial Statements
members of the Beasley family and partially owned directly by Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family. The lease agreements expire on various dates through December 31, 2038. Rental expense was $0.8 million for the year ended December 31, 2022.
We lease office space for our stations in Fayetteville, NC from BFT. The lease agreement expires on August 31, 2030. Rental expense was $0.1 million for the year ended December 31, 2022.
GGB Augusta, LLC
We lease land for our stations in Augusta, GA from GGB Augusta, LLC, which is held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley, and other members of the Beasley family. The lease agreement expires on November 1, 2023. Rental expense was approximately $48,000 for the year ended December 31, 2022.
GGB Las Vegas, LLC
We lease office space for our stations in Las Vegas, NV from GGB Las Vegas, LLC, which is controlled by members of the Beasley family. The lease agreement expires on December 31, 2023. Rental expense was $0.2 million for the year ended December 31, 2022.
Wintersrun Communications, LLC
We sold a tower for one station in Charlotte, NC to Wintersrun Communications, LLC, which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E. Beasley and other members of the Beasley family and partially owned directly by Bruce G. Beasley and Brian E. Beasley, for $0.4 million then leased back the tower under an agreement which expires on December 31, 2045. The lease met the criteria to be recorded as a finance lease, however based on the terms of the lease agreement the $0.3 million gain on sale was deferred and will be recognized as the finance lease right-of-use asset is depreciated. Rental expense was $0.1 million for the year ended December 31, 2022.
We lease a tower for one station in Augusta, GA from Wintersrun. The lease agreement expires on October 15, 2025. Rental expense was approximately $31,000 for the year ended December 31, 2022.
Loan to Interactive Life, Inc.
In May 2022, we provided a $250,000 loan to Interactive Life, Inc. that accrues interest at 8.625% per annum with no cash payments due until the loan’s maturity in May 2024. Interactive Life, Inc. is controlled by Mr. Joseph Harb. We currently hold an investment in Quu, Inc., a company that is controlled by Mr. Harb. Repayment of the loan to Interactive Life, Inc. is guaranteed by Mr. Harb with 3,333,334 shares of Class A common stock of Quu, Inc.
Inflation
For the years ended December 31, 2021 and 2022, inflation has affected our performance in terms of higher costs for operating expenses, however, the exact impact cannot be reasonably determined.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not required for smaller reporting companies.
36
Table of Contents
Index to Financial Statements
Page |
||||
Financial Statements |
||||
| 38 | ||||
| 41 | ||||
| 42 | ||||
| 43 | ||||
| 44 | ||||
| 45 | ||||
| 67 | ||||
 |
||
Crowe LLP Independent Member Crowe Global |
| a. | Evaluated management’s judgments in their assessment of changes in market conditions or events, or other changes in circumstances that indicate an impairment of FCC licenses may be present. |
| b. | Tested the reliability, appropriateness of aggregation, and relevance of underlying data used in the valuation model. |
| c. | Evaluated the appropriateness of valuation model used and the application of certain assumptions in the valuation model, and recalculated the discounted cash flow schedules. |
| d. | Evaluated the significant assumptions used by management, including revenue growth rates, the market share at maturity and operating income margins at maturity of an average station within a market based upon market size and station type and the discount rate.. This involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance in the market being evaluated, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. |
| e. | Utilized valuation specialists to assist in evaluating certain assumptions applied in the valuation model. |
| a. | Evaluated management’s judgments in their assessment of ichanges in market conditions or events, or other changes in circumstances that indicate an impairment of franchise rights may be present. |
| b. | Tested the completeness, accuracy, appropriateness of aggregation, and the relevance and reliability of underlying data used in the valuation model based on the income approach. |
| c. | Evaluated the appropriateness of valuation model used and the application of certain assumptions in the valuation model, and recalculated the discounted cash flow schedules. |
| d. | Evaluated the significant assumptions used by management, including revenue and operating expense projections and the discount rate. This involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the asset group evaluated, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Additionally, we performed sensitivity testing on these assumptions |
| e. | Utilized valuation specialists to assist in evaluating the methodology used and certain assumptions applied in the valuation model. |
| /s/ |
December 31, |
December 31, |
|||||||
2021 |
2022 |
|||||||
ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | $ | ||||||
| Accounts receivable, less allowance for doubtful accounts of $ |
||||||||
| Prepaid expenses |
||||||||
| Other current assets |
||||||||
| |
|
|
|
|||||
| Total current assets |
||||||||
| Property and equipment, net |
||||||||
| Operating lease right-of-use |
||||||||
| Finance lease right-of-use |
||||||||
| FCC licenses |
||||||||
| Goodwill |
||||||||
| Other intangibles, net |
||||||||
| Other assets |
||||||||
| |
|
|
|
|||||
| Total assets |
$ | $ | ||||||
| |
|
|
|
|||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | $ | ||||||
| Operating lease liabilities |
||||||||
| Finance lease liabilities |
||||||||
| Other current liabilities |
||||||||
| |
|
|
|
|||||
| Total current liabilities |
||||||||
| Due to related parties |
||||||||
| Long-term debt, net of current installments and unamortized debt issuance costs |
||||||||
| Operating lease liabilities |
||||||||
| Deferred tax liabilities |
||||||||
| Other long-term liabilities |
||||||||
| |
|
|
|
|||||
| Total liabilities |
||||||||
| Commitments and contingencies |
||||||||
| Stockholders’ equity: |
||||||||
| Preferred stock, $ |
||||||||
| Class A common stock, $ |
||||||||
| Class B common stock, $ |
||||||||
| Additional paid-in capital |
||||||||
| Treasury stock, Class A common stock; |
( |
) | ( |
) | ||||
| Retained earnings |
||||||||
| Accumulated other comprehensive (loss) income |
( |
) | ||||||
| |
|
|
|
|||||
| Total stockholders’ equity |
||||||||
| |
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | $ | ||||||
| |
|
|
|
|||||
Year Ended |
Year Ended |
|||||||
December 31, |
December 31, |
|||||||
2021 |
2022 |
|||||||
| Net revenue |
$ | $ | ||||||
| |
|
|
|
|||||
| Operating expenses: |
||||||||
| Operating expenses (including stock-based compensation of $ |
||||||||
| Corporate expenses (including stock-based compensation of $ |
||||||||
| Depreciation and amortization |
||||||||
| FCC licenses impairment losses |
|
|
|
|
|
|
|
|
| Goodwill impairment losses |
|
|
|
|
|
|
|
|
| Other impairment losses |
||||||||
| Gain on exchange |
( |
) | ||||||
| Gain on disposition |
( |
) | ||||||
| Other operating income, net |
( |
) | ||||||
| |
|
|
|
|||||
| Total operating expenses |
||||||||
| |
|
|
|
|||||
| Operating income (loss) |
( |
) | ||||||
| Non-operating income (expense): |
||||||||
| Interest expense |
( |
) | ( |
) | ||||
| Loss on extinguishment of long-term debt |
( |
) | ||||||
| Gain on forgiveness of long-term debt |
||||||||
| Other income, net |
||||||||
| |
|
|
|
|||||
| Loss before income taxes |
( |
) | ( |
) | ||||
| Income tax benefit |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Loss before equity in earnings of unconsolidated affiliates |
( |
) | ( |
) | ||||
| Equity in earnings of unconsolidated affiliates, net of tax |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net loss |
( |
) | ( |
) | ||||
| Earnings attributable to noncontrolling interest |
||||||||
| |
|
|
|
|||||
| Net loss attributable to BBGI stockholders |
( |
) | ( |
) | ||||
| Other comprehensive loss: |
||||||||
| Unrecognized actuarial gain on postretirement plan (net of income tax expense of $ |
||||||||
| |
|
|
|
|||||
| Comprehensive loss |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Net loss attributable to BBGI stockholders per Class A and B common share: |
||||||||
| Basic and diluted |
$ | ( |
) | $ | ( |
) | ||
| Weighted average shares outstanding: |
||||||||
| Basic and diluted |
||||||||
Common Stock |
Accumulated Other Comprehensive (Loss) Income |
|||||||||||||||||||||||||||||||||||||||||||
Additional Paid-In Capital |
||||||||||||||||||||||||||||||||||||||||||||
Class A |
Class B |
Treasury Stock |
Retained |
Noncontrolling |
Total |
|||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Earnings |
Interest |
Equity |
||||||||||||||||||||||||||||||||||||
| Balances as of January 1, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
||||||||||||||||||||||||||||
| Stock-based compensation |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||
| Acquisition of noncontrolling interest |
— |
— |
— |
— |
( |
) |
— |
— |
— |
— |
— |
( |
) | |||||||||||||||||||||||||||||||
| Adjustment from related party acquisition |
— |
— |
— |
— |
( |
) |
— |
— |
— |
— |
— |
( |
) | |||||||||||||||||||||||||||||||
| Purchase of treasury stock |
— |
— |
— |
— |
— |
( |
) |
( |
) |
— |
— |
— |
( |
) | ||||||||||||||||||||||||||||||
| Net loss |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
( |
) |
( |
) | ||||||||||||||||||||||||||||||
| Other comprehensive gain |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
| Elimination of noncontrolling interest |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Balances as of December 31, 2021 |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||
| Stock-based compensation |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||
| Adjustment from related party acquisition |
— |
— |
— |
— |
( |
) |
— |
— |
— |
— |
— |
( |
) | |||||||||||||||||||||||||||||||
| Purchase of treasury stock |
— |
— |
— |
— |
— |
( |
) |
( |
) |
— |
— |
— |
( |
) | ||||||||||||||||||||||||||||||
| Net loss |
— |
— |
— |
— |
— |
— |
— |
( |
) |
— |
— |
( |
) | |||||||||||||||||||||||||||||||
| Other comprehensive gain |
— |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
| Balances as of December 31, 2022 |
$ |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
$ |
$ |
$ |
||||||||||||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Year Ended |
Year Ended |
|||||||
December 31, |
December 31, |
|||||||
2021 |
2022 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net loss |
$ |
( |
) |
$ |
( |
) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||
| Stock-based compensation |
||||||||
| Provision for bad debts |
( |
) |
||||||
| Depreciation and amortization |
||||||||
| FCC licenses impairment losses |
||||||||
| Goodwill impairment losses |
|
|
|
|
|
|
|
|
| Other impairment losses |
|
|
|
|
|
|
|
|
| Gain on exchange |
( |
) | ||||||
| Gain on disposition |
( |
) |
||||||
| Amortization of loan fees |
||||||||
| Loss on extinguishment of long-term debt |
||||||||
| Gain on forgiveness of long-term debt |
( |
) |
||||||
| Deferred income taxes |
( |
) |
( |
) | ||||
| Equity in earnings of unconsolidated affiliates |
||||||||
| Change in operating assets and liabilities: |
||||||||
| Accounts receivable |
( |
) |
( |
) | ||||
| Prepaid expenses |
( |
) |
( |
) | ||||
| Other assets |
( |
) |
( |
) | ||||
| Accounts payable |
( |
) |
||||||
| Other liabilities |
||||||||
| Other operating activities |
( |
) | ||||||
| |
|
|
|
|||||
| Net cash provided by (used in) operating activities |
( |
) |
||||||
| |
|
|
|
|||||
| Cash flows from investing activities: |
||||||||
| Payment for acquisition |
( |
) | ||||||
| Capital expenditures |
( |
) |
( |
) | ||||
| Proceeds from dispositions |
||||||||
| Proceeds from life insurance |
||||||||
| |
|
|
|
|||||
| Net cash used in investing activities |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Cash flows from financing activities: |
||||||||
| Issuance of debt |
||||||||
| Payments on debt |
( |
) |
( |
) | ||||
| Payment of debt issuance costs |
( |
) |
||||||
| Reduction of finance lease liabilities |
( |
) |
( |
) | ||||
| Purchase of treasury stock |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Net cash provided by (used in) financing activities |
( |
) | ||||||
| |
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
( |
) | ||||||
| Cash and cash equivalents at beginning of period |
||||||||
| |
|
|
|
|||||
| Cash and cash equivalents at end of period |
$ |
$ |
||||||
| |
|
|
|
|||||
| Cash paid for interest |
$ |
$ |
||||||
| |
|
|
|
|||||
| Cash paid for income taxes |
$ |
$ |
||||||
| |
|
|
|
|||||
| Supplemental disclosure of non-cash investing and financing activities: |
||||||||
| Acquisition of noncontrolling interest |
$ |
$ |
||||||
| |
|
|
|
|||||
| Extinguishment of trade sales payable |
$ |
$ |
||||||
| |
|
|
|
|||||
| Class A common stock returned to treasury stock |
$ |
$ |
||||||
(1) |
Nature of Business |
(2) |
Summary of Significant Accounting Policies |
(3) |
Acquisitions and Dispositions |
Property and equipment |
$ | |||
FCC license |
||||
Fair value of assets received |
||||
Carrying amount of assets of exchanged station |
( |
) | ||
Gain on exchange |
$ | |||
Revenue growth rates |
% | |||
Market revenue shares at maturity |
||||
Operating income margins at maturity |
||||
Discount rate |
Property and equipment |
$ | |||
Goodwill |
||||
Other intangibles |
||||
| $ | ||||
(4) |
Property and Equipment |
December 31, |
Estimated useful lives (years) |
|||||||||||
2021 |
2022 |
|||||||||||
| Land |
$ | $ | — | |||||||||
| Buildings and improvements |
||||||||||||
| Broadcast equipment |
||||||||||||
| Transportation equipment |
||||||||||||
| Office equipment |
||||||||||||
| Construction in progress |
— | |||||||||||
| |
|
|
|
|||||||||
| Less accumulated depreciation and amortization |
( |
) | ( |
) | ||||||||
| |
|
|
|
|||||||||
| $ | $ | |||||||||||
| |
|
|
|
|||||||||
(5) |
FCC Licenses |
| Balance as of January 1, 2021 |
$ | |||
| Disposition |
( |
) | ||
| |
|
|||
| Balance as of December 31, 2021 |
||||
| Asset exchange acquisition (see Note 3) |
||||
| Asset exchange disposition (see Note 3) |
( |
) | ||
| Disposition (see Note 3) |
( |
) | ||
| losses (see below and also Note 3) |
( |
) | ||
| |
|
|||
| Balance as of December 31, 2022 |
$ | |||
| |
|
| Revenue growth rates |
|
( |
% | |
| Market revenue shares at maturity |
|
% | ||
| Operating income margins at maturity |
|
% | ||
| Discount rate |
|
% |
| Revenue growth rates |
| |
| Market revenue shares at maturity |
| |
| Operating income margins at maturity |
| |
| Discount rate |
|
(6) |
Goodwill |
| Balance as of January 1, 2022 |
$ | |||
| Acquisition (see Note 3) |
||||
| Impairment losses |
( |
) | ||
| |
|
|||
| Balance as of December 31, 2022 |
$ | |||
| |
|
| Revenue growth rates |
( | |
| Operating income margins |
||
| Discount rate |
| Revenue growth rates |
||
| Operating income margin |
||
| Discount rate |
(7) |
Other Intangibles |
Asset |
Accumulated amortization |
Net asset |
Amortization period (years) |
|||||||||||||
| Advertiser relationships |
$ | $ | ( |
) | $ | |||||||||||
| Franchise rights |
— | |||||||||||||||
| Trade name |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|||||||||||
| ( |
) | |||||||||||||||
| Brands |
— | |||||||||||||||
| Other intangibles with indefinite lives |
— | |||||||||||||||
| |
|
|
|
|
|
|||||||||||
| $ | $ | ( |
) | $ | ||||||||||||
| |
|
|
|
|
|
|||||||||||
Asset |
Accumulated amortization |
Net asset |
Amortization period (years) |
|||||||||||||
| Advertiser relationships |
$ | $ | ( |
) | $ | |||||||||||
| Franchise rights |
( |
) | ||||||||||||||
| |
|
|
|
|
|
|||||||||||
| ( |
) | |||||||||||||||
| Brands |
— | |||||||||||||||
| Other intangibles with indefinite lives |
— | |||||||||||||||
| |
|
|
|
|
|
|||||||||||
| $ | $ | ( |
) | $ | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Revenue growth rate(s) |
||
| Operating income margin(s) |
( ) % - | |
| Discount rate |
| 2023 |
$ | |||
| 2024 |
||||
| 2025 |
||||
| 2026 |
||||
| 2027 |
||||
| Thereafter |
||||
| |
|
|||
| Total |
$ | |||
| |
|
(8) |
Other Assets |
(9) |
Other Current Liabilities |
December 31, |
||||||||
2021 |
2022 |
|||||||
| Accrued interest |
$ | $ | ||||||
| Accrued payroll expenses |
||||||||
| Deferred revenue |
||||||||
| Accrued digital expenses |
||||||||
| Other accrued expenses |
||||||||
| |
|
|
|
|||||
| $ | $ | |||||||
| |
|
|
|
|||||
(10) |
Long-Term Debt |
December 31, |
December 31, |
|||||||
2021 |
2022 |
|||||||
Secured notes |
$ | |
$ | |
||||
Less unamortized debt issuance costs |
( |
) | ( |
) | ||||
| $ | $ | |||||||
(11) |
Leases |
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
Lease cost |
||||||||
Operating lease cost |
$ | $ | |
|||||
Finance lease cost: |
||||||||
Amortization of right-of-use |
||||||||
Interest on lease liability |
||||||||
Short-term lease cost |
||||||||
Total lease cost |
$ | |
$ | |||||
Other information |
||||||||
Operating cash flows from operating leases |
$ | $ | ||||||
Operating cash flows from finance lease |
||||||||
Financing cash flows from finance lease |
— | |||||||
Right-of-use |
||||||||
Right-of-use |
||||||||
December 31, 2022 |
||||
Weighted-average remaining lease term — operating leases |
||||
Weighted-average remaining lease term — finance lease |
||||
Weighted-average discount rate — operating leases |
% | |||
Weighted-average discount rate — finance lease |
% | |||
2023 |
$ | |||
2024 |
||||
2025 |
||||
2026 |
||||
2027 |
||||
Thereafter |
||||
Total lease payments |
||||
Less imputed interest |
( |
) | ||
Present value of lease liabilities |
$ | |||
(12) |
Employee Benefit Plans |
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
| Change in Projected Benefit Obligation |
||||||||
| Benefit obligation at beginning of year |
$ | |
$ | |
||||
| Interest cost |
||||||||
| Actuarial (gain) loss |
( |
) | ( |
) | ||||
| Benefits paid |
( |
) | ( |
) | ||||
| Benefit obligation at end of year |
$ | $ | ||||||
| |
|
|
|
|||||
| Change in Plan Assets |
||||||||
| Fair value of plan assets at beginning of year |
$ | $ | ||||||
| Employer contribution |
||||||||
| Benefits paid |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Fair value of plan assets at end of year |
$ | $ | ||||||
| |
|
|
|
|||||
| Funded status |
$ | ( |
) | $ | ( |
) | ||
| Unrecognized net actuarial loss |
( |
) | ||||||
| |
|
|
|
|||||
| Cumulative employer contributions in excess of the net periodic pension cost |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Amounts Recognized in the Statement of Financial Position |
||||||||
| Current liabilities |
$ | ( |
) | $ | ( |
) | ||
| Noncurrent liabilities |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net amount recognized |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Amounts Recognized in Accumulated Other Comprehensive Income |
||||||||
| Net actuarial (gain) loss |
$ | $ | ( |
) | ||||
| |
|
|
|
|||||
| Total (before tax effects) |
$ | $ | ( |
) | ||||
| |
|
|
|
|||||
| Information for Pension Plans about Benefit Obligation and Plan Assets |
||||||||
| Projected benefit obligation |
$ | $ | ||||||
| Accumulated benefit obligation |
$ | $ |
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
| Weighted-average assumptions for Disclosure |
||||||||
| Discount rate |
% | % | ||||||
| Mortality table |
||||||||
| Mortality improvement scale |
||||||||
| |
|
|
|
|
|
|
|
|
| Net periodic benefit cost |
||||||||
| Interest cost |
$ | $ | ||||||
| Recognized net actuarial (gain) loss |
||||||||
| |
|
|
|
|||||
| Net periodic benefit cost |
$ | $ | ||||||
| |
|
|
|
|||||
| Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income |
||||||||
| Net actuarial (gain) loss |
$ | ( |
) | $ | ( |
) | ||
| Recognized net actuarial (gain) loss |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total recognized in other comprehensive income (before tax effects) |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Total recognized in net cost and other comprehensive |
| |||||||
| income (before tax effects) |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Amounts Expected to be Recognized in Net Periodic Cost in the Coming Year |
||||||||
| (Gain) loss recognition |
$ | $ | ||||||
| Prior service cost recognition |
$ | $ | ||||||
| Net initial obligation (asset) recognition |
$ | $ | ||||||
| |
|
|
|
|
|
|
|
|
| Weighted-average assumptions used to determine Net Periodic Benefit Cost |
||||||||
| Discount rate |
% | % | ||||||
| Corridor |
% | % | ||||||
| Average future working lifetime |
||||||||
| Mortality table |
||||||||
| Mortality improvement scale |
||||||||
| |
|
|
|
|
|
|
|
|
| Estimated Future Benefit Payments |
||||||||
| 2023 |
$ | |||||||
| 2024 |
$ | |||||||
| 2025 |
$ | |||||||
| 2026 |
$ | |||||||
| 2027 |
$ | |||||||
| 2028-2032 |
$ | |
| Contributions |
| |||||||
| Estimated contributions for 2023 |
$ | |||||||
| |
|
|||||||
(13) |
Stockholders’ Equity |
(14) |
Revenue |
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
Audio |
$ | |
$ | |
||||
Digital |
||||||||
Other |
||||||||
| $ | $ | |||||||
December 31, |
December 31, |
|||||||
2021 |
2022 |
|||||||
Deferred revenue |
$ | |
$ | |
||||
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
Losses on receivables |
$ | |
$ | |
||||
December 31, |
December 31, |
|||||||
2021 |
2022 |
|||||||
Trade sales receivable |
$ | |
$ | |
||||
Trade sales payable |
||||||||
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
Trade sales revenue |
$ | |
$ | |
||||
(15) |
Stock-Based Compensation |
Units |
Weighted -Average Grant-Date Fair Value |
|||||||
Unvested as of January 1, 2021 |
$ | |||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Unvested as of December 31, 2021 |
||||||||
Granted |
||||||||
Vested |
( |
) | ||||||
Forfeited |
( |
) | ||||||
Unvested as of December 31, 2022 |
$ | |
||||||
Shares |
Weighted- Average Grant-Date Fair Value |
|||||||
Unvested as of January 1, 2021 |
$ | |
||||||
Vested |
( |
) | ||||||
Unvested as of December 31, 2021 |
$ | |||||||
(16) |
Income Taxes |
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
| Current: |
||||||||
| Federal |
$ | — | $ | |||||
| State |
— | |||||||
| |
|
|
|
|||||
| — | ||||||||
| Deferred: |
||||||||
| Federal |
( |
) | ( |
) | ||||
| State |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| ( |
) | ( |
) | |||||
| |
|
|
|
|||||
| $ | ( |
) | $ | ( |
) | |||
| |
|
|
|
|||||
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
| Expected tax benefit |
$ | ( |
) | $ | ( |
) | ||
| State income taxes, net of federal benefit |
( |
) | ( |
) | ||||
| Tax rate adjustments |
( |
) | ( |
) | ||||
| Change in valuation allowance |
( |
) | ( |
) | ||||
| Non-deductible items |
||||||||
| Non-taxable items |
( |
) | ||||||
| Other |
( |
) | ||||||
| |
|
|
|
|||||
| $ | ( |
) | $ | ( |
) | |||
| |
|
|
|
|||||
December 31, |
||||||||
2021 |
2022 |
|||||||
| Deferred tax assets: |
||||||||
| Allowance for doubtful accounts |
$ | $ | ||||||
| Other assets |
||||||||
| Operating lease liabilities |
||||||||
| Other long-term liabilities |
||||||||
| Stock-based compensation |
||||||||
| Interest expense limitation |
||||||||
| Net operating losses |
||||||||
| |
|
|
|
|||||
| Subtotal |
||||||||
| Valuation allowance |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total |
||||||||
| |
|
|
|
|||||
| Deferred tax liabilities: |
||||||||
| Prepaid expenses |
( |
) | ( |
) | ||||
| Property and equipment |
( |
) | ( |
) | ||||
| Intangibles |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Total |
( |
) | ( |
) | ||||
| |
|
|
|
|||||
| Net deferred tax liabilities |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
(17) |
Loss Per Share |
Year ended December 31, |
||||||||
2021 |
2022 |
|||||||
| Net loss attributable to BBGI stockholders |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
| Weighted-average shares outstanding: |
||||||||
| Basic |
||||||||
| Effect of dilutive restricted stock units and restricted stock |
||||||||
| |
|
|
|
|||||
| Diluted |
||||||||
| |
|
|
|
|||||
| Net loss attributable to BBGI stockholders per Class A and Class B common share — basic and diluted |
$ | ( |
) | $ | ( |
) | ||
| |
|
|
|
|||||
(18) |
Related Party Transactions |
(19) |
Commitments and Contingencies |
2023 |
$ | |||
2024 |
||||
2025 |
||||
2026 |
||||
2027 |
||||
Thereafter |
||||
Total |
$ | |||
(20) |
Financial Instruments |
(21) |
Segment Information |
Audio |
Digital |
Other |
Corporate |
Total |
||||||||||||||||
Net revenue |
$ | |
$ | |
$ | $ | — | $ | |
|||||||||||
Operating expenses |
— | |||||||||||||||||||
Corporate expenses |
— | — | — | |||||||||||||||||
Depreciation and amortization |
||||||||||||||||||||
Impairment losses |
— | — | ||||||||||||||||||
Gain on exchange |
( |
) | — | — | — | ( |
) | |||||||||||||
Operating income (loss) |
$ | ( |
) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||
Audio |
Digital |
Other |
Corporate |
Total |
||||||||||||||||
Capital expenditures |
$ | |
$ | |
$ | |
$ | |
$ | |
||||||||||
Audio |
Digital |
Other |
Corporate |
Total |
||||||||||||||||
Net revenue |
$ | |
$ | |
$ | |
$ | — | $ | |
||||||||||
Operating expenses |
— | |||||||||||||||||||
Corporate expenses |
— | — | — | |||||||||||||||||
Depreciation and amortization |
||||||||||||||||||||
Gain on disposition |
( |
) | — | — | — | ( |
) | |||||||||||||
Other operating (income) expense, net |
— | — | ( |
) | ( |
) | ||||||||||||||
Operating income (loss) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||
Audio |
Digital |
Other |
Corporate |
Total |
||||||||||||||||
Capital expenditures |
$ | |
$ | |
$ | |
$ | ( |
) | $ | |
|||||||||
Audio |
Digital |
Other |
Corporate |
Total |
||||||||||||||||
Property and equipment, net |
$ | $ | |
$ | $ | |
$ | |||||||||||||
FCC licenses |
— | — | — | |||||||||||||||||
Goodwill |
— | |||||||||||||||||||
Other intangibles, net |
||||||||||||||||||||
Audio |
Digital |
Other |
Corporate |
Total |
||||||||||||||||
Property and equipment, net |
$ | $ | |
$ | $ | |
$ | |||||||||||||
FCC licenses |
— | — | — | |||||||||||||||||
Goodwill |
— | — | ||||||||||||||||||
Other intangibles, net |
— | |||||||||||||||||||
Description |
Balance at Beginning of Period |
Charged to Costs and Expenses |
Deductions |
Balance at End of Period |
||||||||||||
Year ended December 31, 2021: |
||||||||||||||||
Allowance for doubtful accounts (deducted from accounts receivable) |
( |
) | ||||||||||||||
Valuation allowance for deferred tax assets |
— | |||||||||||||||
Year ended December 31, 2022: |
||||||||||||||||
Allowance for doubtful accounts (deducted from accounts receivable) |
||||||||||||||||
Valuation allowance for deferred tax assets |
— | |||||||||||||||
| (1) | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of managements and directors of the Company; and |
| (3) | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. |
Table of Contents
Index to Financial Statements
PART IV
| ITEM 15. EXHIBIT | AND FINANCIAL STATEMENT SCHEDULES |
| (a) | Financial Statements. A list of financial statements and schedules included herein is set forth in the Index to Financial Statements appearing in “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.” |
| (b) | Exhibits. |
68
Table of Contents
Index to Financial Statements
| ITEM 16. FORM | 10-K SUMMARY |
None.
69
Table of Contents
Index to Financial Statements
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | ||
| By: | /S/ CAROLINE BEASLEY | |
| Caroline Beasley Chief Executive Officer | ||
| Date: | March 27, 2023 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ CAROLINE BEASLEY Caroline Beasley |
Chairman of the Board and Chief Executive Officer (principal executive officer) |
March 27, 2023 | ||
| /s/ BRUCE G. BEASLEY Bruce G. Beasley |
President and Director |
March 27, 2023 | ||
| /s/ BRIAN E. BEASLEY Brian E. Beasley |
Chief Operating Officer and Director |
March 27, 2023 | ||
| /s/ MARIE TEDESCO Marie Tedesco |
Chief Financial Officer (principal financial and accounting officer) |
March 27, 2023 | ||
| /s/ ALLEN B. SHAW Allen B. Shaw |
Vice-Chairman of the Board |
March 27, 2023 | ||
| /s/ PETER A. BORDES Peter A. Bordes |
Director |
March 27, 2023 | ||
| /s/ MICHAEL J. FIORILE Michael J. Fiorile |
Director |
March 27, 2023 | ||
| /s/ LESLIE V. GODRIDGE Leslie V. Godridge |
Director |
March 27, 2023 | ||
| /s/ GORDON H. SMITH Gordon H. Smith |
Director |
March 27, 2023 | ||
| /s/ CHARLES M. WARFIELD Charles M. Warfield |
Director |
March 27, 2023 | ||
70
Exhibit 21.1
Beasley Broadcast Group, Inc.
Subsidiaries
(State of incorporation)
Beasley Mezzanine Holdings, LLC (DE)
Beasley Media Group, LLC (DE)
Beasley Media Group Licenses, LLC (DE)
OutlawsXP, Inc. (DE)
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 (File Nos. 333-219214, 333-145455, 333-115930, and 333-40806) of Beasley Broadcast Group, Inc. of our report dated March 27, 2023 relating to the consolidated financial statements appearing in this Annual Report on Form 10-K.
/s/ Crowe LLP
Fort Lauderdale, Florida
March 27, 2023
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Caroline Beasley, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Beasley Broadcast Group, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: March 27, 2023 | /s/ Caroline Beasley | |||||
| Title: Chief Executive Officer | ||||||
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Marie Tedesco, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Beasley Broadcast Group, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: March 27, 2023 | /s/ Marie Tedesco | |||||
| Title: Chief Financial Officer |
Exhibit 32.1
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Beasley Broadcast Group, Inc. (the “Company”) hereby certifies to such officer’s knowledge that:
(i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: March 27, 2023 | /s/ Caroline Beasley | |||||
| Caroline Beasley | ||||||
| Chief Executive Officer |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 32.2
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Beasley Broadcast Group, Inc. (the “Company”) hereby certifies to such officer’s knowledge that:
(i) the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: March 27, 2023 | /s/ Marie Tedesco | |||||
| Marie Tedesco | ||||||
| Chief Financial Officer |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.