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What changed in BEASLEY BROADCAST GROUP INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of BEASLEY BROADCAST GROUP INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+218 added−202 removedSource: 10-K (2025-03-26) vs 10-K (2024-02-16)

Top changes in BEASLEY BROADCAST GROUP INC's 2024 10-K

218 paragraphs added · 202 removed · 160 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

38 edited+17 added−5 removed77 unchanged
Biggest changeAmong 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. 3 Table of Contents 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.
Biggest changeAmong 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 certificate of incorporation authorizes our board of directors to enforce these prohibitions. Time Brokerage and Joint Sales Agreements.
The certificate of incorporation authorizes our board of directors (the "Board") to enforce these prohibitions. Time Brokerage and Joint Sales Agreements.
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”). 9 Table of Contents The SEC maintains an internet site, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 10 Table of Contents
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”). The SEC maintains an internet site, www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. 10 Table of Contents
We own and operate stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster.
We own and operate stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster.
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.
Current rules and regulations of the Federal Communications Commission (“FCC”) do not permit us to add more AM or FM stations to our Philadelphia, PA market cluster, or more FM stations to our Augusta, GA, Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV and Tampa-Saint Petersburg, FL market clusters.
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.
For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino (“HSR”) 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.
Such matters may include: 7 Table of Contents • 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.
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 and prescription drugs; • proposals to require radio broadcasters to pay royalties to musicians and record labels for the performance of music played on the stations; 8 Table of Contents • 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.
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.
We cannot predict the outcome of any specific FTC or Department of Justice investigation or how the revised 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.
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.
Congress, the FCC and other federal agencies 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.
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. 5 Table of Contents Ownership Attribution. The FCC generally applies its ownership limits to attributable interests held by an individual, corporation, partnership or other entity.
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.
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.
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 3 Table of Contents entertainment and advertisement.
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 4 Table of Contents letter of inquiry or notice of apparent liability for forfeiture.
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.
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.
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 6 Table of Contents to or for the account of aliens or corporations otherwise subject to domination or control by aliens in excess of the FCC limits.
In December 2018, the FCC launched its 2018 quadrennial review of multiple ownership rules. Because of the rule changes 6 Table of Contents 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.
In December 2018, the FCC launched 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.
In the areas of information security and data protection, the laws in several states in the United States and 8 Table of Contents most countries require companies to implement specific information security controls and legal protections to protect certain types of personally identifiable information.
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.
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.
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.
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.
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.
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 $495,500 per incident and $4,573,840 for any continuing violation arising from a single act or failure to act.
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 $508,373 per incident and $4,692,668 for any continuing violation arising from a single act or failure to act.
Human Capital Resources As of February 6, 2024, we had a staff of 755 full-time employees and 372 part-time employees. We are a party to two separate collective bargaining agreements with the American Federation of Television and Radio Artists.
Human Capital Resources As of March 18, 2025, we had a staff of 542 full-time employees and 270 part-time employees. We are a party to two separate collective bargaining agreements with the American Federation of Television and Radio Artists.
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.
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. 5 Table of Contents To obtain FCC consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC.
Additional federal, state, and territorial laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, product and service endorsements, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.
Additional federal, state, and territorial laws and regulations may be adopted with respect to the Internet or other online services, covering such issues as user privacy, child safety, data security, advertising, product and service endorsements, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services. 9 Table of Contents HD Radio In 2002, 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.
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. Transfers or Assignment of License.
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 FCC adopted revised rules in May 2024.
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.
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. In February 2024, the FCC adopted an Order reinstating rules requiring broadcasters to annually report information on the composition of their workforce.
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 which retained most of the existing multiple ownership rules.
In August 2016, the FCC released an Order in a proceeding that combined the 2010 and 2014 quadrennial reviews which retained most of the existing multiple ownership rules.
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.
Interested parties, including members of the public, have the opportunity to file objections against assignment and transfer of control applications. Multiple Ownership Rules.
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 agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission (“FTC”) or the Department of Justice, may investigate certain acquisitions. In December 2023, they jointly issued revised federal merger guidelines, which may result in more mergers being subject to review.
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.
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. Removal of AM Radio Receivers by Car Manufacturers . In 2023, several automobile manufacturers announced plans to remove AM radio receivers from certain new vehicles.
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.
In December 2023, the FCC allowed applicants seeking to operate new LPFM stations to file applications, and it is now reviewing applications filed. 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.
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.
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 consider our relations with our employees to be good.
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.
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. Several of our AM Stations filed applications during these windows and received licenses for translators.
Boosters operate on the same frequency as the station being retransmitted and translators operate on a different frequency. 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.
The new rules will become effective following approval by the Office of Management and Budget (“OMB”). 4 Table of Contents An Order adopted by the FCC in 2016 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 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.
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.
The proceeding is pending but the FCC has drafted an Order which is expected to be adopted in 2024. 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.
We must pay royalties to copyright owners of musical compositions (typically, songwriters and publishers) whenever we broadcast or stream musical compositions.
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. In December 2023, the FCC allowed applicants seeking to operate new LPFM stations to file applications, and it is now reviewing applications filed.
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.
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.
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.
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.
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.
In December 2023, the agencies issued revisions to the merger guidelines, which may increase scrutiny of certain mergers. Regulation of the Internet Our business is subject to privacy and data protection legislation and regulation.
In October 2024, the FTC finalized significant updates to the HSR guidelines that increase the amount and types of information that must be reported. Regulation of the Internet Our business is subject to privacy and data protection legislation and regulation.
In August 2023, the FCC released a Notice of Proposed Rulemaking seeking public comment on proposals 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 proposed rule changes.
In September 2024, the FCC adopted an Order modifying certain rules applicable to HD radio operations that will improve digital FM signal quality and coverage while minimizing harmful interference to adjacent-channel stations and will permit licensees to implement changes through a notification procedure.
Removed
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.
Added
Reverse Stock Split On September 23, 2024, the Company effected a 1-for-20 reverse stock split of the Company’s Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”).
Removed
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 .
Added
As a result of the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding were automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding were automatically converted into one share of Class B Common Stock.
Removed
In July 2021, the FCC adopted a Further Notice of Proposed rulemaking requesting parties to refresh the record regarding rules requiring broadcasters to annually report information on the composition of their workforce. The requirement to file this information has been suspended for almost two decades.
Added
No fractional shares of Class A Common Stock or Class B Common Stock were issued in connection with the Reverse Stock Split. Holders of Class A Common Stock or Class B Common Stock received cash in lieu of fractional shares.
Removed
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.
Added
The Reverse Stock Split had no effect on the par value of the Company’s Class A Common Stock or Class B Common Stock, which remained $0.001 per share, and had no effect on the number of authorized shares of the Company’s Class A Common Stock or Class B Common Stock.
Removed
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.
Added
Following the Reverse Stock Split, the Class A Common Stock continued to be traded on the Nasdaq Capital Market under the symbol “BBGI” on a split-adjusted basis beginning on September 24, 2024.
Added
In addition, consistent with the terms of the Company's 2007 Equity Incentive Award Plan (the "2007 Plan") and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share.
Added
Furthermore, the exercise prices of any outstanding options under the 2007 Plan were proportionately increased based on the Reverse Stock Split ratio, and the resulting exercise prices were rounded up to the nearest whole cent.
Added
All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the Reverse Stock Split.
Added
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.
Added
Boosters operate on the same frequency as the station being retransmitted and translators operate on a different frequency. In November 2024, the FCC adopted rules that will permit FM booster stations to originate content that is different from the programming on a primary station for up to three minutes per hour.
Added
Stations can set up specific areas or zones with a different booster for each zone to allow the boosters to provide geo-targeted content to specific portions of a station’s service area.
Added
The revised rules require licensees to obtain from entities that lease airtime on a station either a written certification using a certification template provided by the FCC or screenshots of certain governmental websites for foreign media outlets showing that the lessee is not listed on the websites.
Added
The revisions also clarified that the rules will apply to issue advertisements as well as paid public service announcements. These revised requirements will not become effective until necessary approvals from the OMB are received. The NAB filed an appeal of the FCC Order revising the rules and has also asked the OMB to block the effectiveness of the revised rules.
Added
In June 2024, the FCC reinstated the rule in response to requests for reconsideration filed by several parties. 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.
Added
The requirement to file 7 Table of Contents this information has been suspended for almost two decades. The filing requirement had been scheduled to go into effect in September 2024, but the FCC announced that it was suspended until further notice. Several parties have filed appeals of the Order and Petitions for Reconsideration with the FCC. Content Licenses and Royalties.
Added
Following these announcements, legislation known as the AM for Every Vehicle Act was introduced in Congress. The legislation proposed that the Department of Transportation complete a rulemaking proceeding within one year to mandate that AM receivers be included as a standard feature in all cars sold in the United States.
Added
Although the legislation received bipartisan support, it was not passed prior to the conclusion of the 118th Congress in December 2024. The same legislation has been reintroduced in the 119th Congress and is pending. The removal of AM receivers by automobile manufacturers could affect the operation and profitability of our AM radio stations. Proposed and Recent Changes.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

48 edited+14 added−9 removed93 unchanged
Biggest changeIf 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. 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.
Biggest changeWe 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.
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.
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 that we consider reasonable, they are subject to risks and uncertainties that described more fully below.
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 tuners for certain older technologies such as AM radio.
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, podcasters, 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 tuners for certain older technologies such as AM radio.
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.
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 legal or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations.
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 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, and we have, from time to time, recorded impairment charges as a result of such tests.
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.
In addition, legislation has been 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.
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.
Our Board 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.
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.
Our ability to pay regular dividends on our common stock is subject to the discretion of our Board and may be limited by our structure, statutory restrictions and restrictions imposed by the Indenture governing our Notes as well as any future agreements.
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.
The Beasley family, which includes Caroline Beasley, our Chief Executive Officer and a member of our Board, Bruce Beasley, our President and a member of our Board, and Brian Beasley, our Chief Operating Officer and a member of our Board, is generally able to control the vote on all matters submitted to a vote of stockholders.
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.
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.
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.
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 and digital platforms; • changes in population, demographics, consumer behavior 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.
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 and other confidential information, interruptions to our operations, and 17 Table of Contents damage to our reputation.
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 and other confidential information, interruptions to our operations, and damage to our reputation.
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. The difficulties associated with any attempt to gain control of our Company may adversely affect the price of our Class A common stock.
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. 19 Table of Contents The difficulties associated with any attempt to gain control of our Company may adversely affect the price of our Class A Common Stock.
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.
Online music services such as 14 Table of Contents 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.
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.
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. 18 Table of Contents Our success depends on our ability to identify, consummate and integrate acquired stations.
The FCC also requires radio stations to comply with 14 Table of Contents 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.
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.
Our corporate offices and our stations located in Florida and other 16 Table of Contents 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.
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.
In addition, as a part of our ordinary business operations, we and certain of our third-party providers collect, process, store and maintain sensitive data, including the personal information of our clients, listeners, employees, contractors, business partners and others as well as trade secrets and other propriety business information.
In addition, as a part of our ordinary business operations, we and certain of our third-party providers collect, process, store and maintain sensitive data, including the personal information of our clients, listeners, employees, contractors, business partners and others as well as trade secrets and other propriety business information (collectively, “Confidential Data”).
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 remain competitive if we do not adapt or respond to changes in technology, standards and services that affect our industry. The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of alternate media platforms, standards, technologies and services.
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.
Shares of Class B and Class A Common Stock that members of the Beasley family beneficially own represent 92% of the total voting power of all classes of our common stock.
The stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 58% of our net revenue in 2023.
The stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 58% of our net revenue in 2024.
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, or local government actions, which could adversely impact our results from operations, cash flows or financial position. 15 Table of Contents We are exposed to credit risk on our accounts receivable.
Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population 15 Table of Contents or demographics, or changes in audience tastes, or local government actions, which could adversely impact 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, 2023, our FCC licenses and goodwill represented 69% of our total assets.
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 could adversely affect our operating results. As of December 31, 2024, our FCC licenses represented 71% of our total assets.
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 2023.
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 14% of our net revenue in 2024.
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.
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 losses related to extreme weather and climate change.
This risk is heightened during periods of uncertain economic conditions. Our outstanding accounts receivable are not covered by collateral or credit insurance.
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.
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.
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. 16 Table of Contents Our corporate offices and several of our stations are located in areas that could be affected by hurricanes, extreme weather and other climate change conditions.
Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements. There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Global Market.
Accordingly, we can give no assurance that we will achieve the results anticipated or implied by our forward-looking statements. There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Global Market or that we will continue to be listed on Nasdaq or make periodic filings with the SEC.
If we are delisted from Nasdaq but obtain a substitute listing for our Class A common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq.
If we are delisted due to a failure to maintain compliance with Nasdaq listing requirements or voluntarily delist from Nasdaq, but obtain a substitute listing for our Class A common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq.
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.
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.
The current maximum permitted fines for an indecency violation is $495,500 per incident and $4,573,840 for any continuing violation arising from a single act or failure to act.
The current maximum permitted fines for an indecency violation is $508,373 per incident and $4,692,668 for any continuing violation arising from a single act or failure to act.
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, expose us to liability, and cause material adverse effects on our business and reputation.
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. We are vulnerable to disruptions and security breaches of our information technology infrastructure and confidential information, which could cause material adverse effects on our business and reputation.
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, Meta and Alphabet; 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.
These risks include, but are not limited to: 11 Table of Contents • shifts in population, demographics or audience preferences and behaviors; • 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, podcasts, smart phones, tablets, and other wireless media, the internet, social media, smart speakers and other forms of advertising; technological developments, including artificial intelligence and dislocation of advertising operations from new technologies and media buying trends; • increased competition for advertising revenues from Amazon, Apple, Meta and Alphabet; • increased consolidation among our competitors and peers resulting in additional competitive pressures; and • changes in laws, 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.
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.
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. The valuation of our FCC licenses is based on estimates rather than precise calculations.
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.
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.
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.
The fair value measurements for our FCC licenses 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.
As of December 31, 2023, we had long-term debt of $267.0 million and equity of $149.0 million. Our long-term debt is substantial in amount and could have an impact on you.
As of December 31, 2024, we had long-term debt, net of an unamortized premium, of $220.1 million and equity of $147.2 million. Our long-term debt is substantial in amount and could have an impact on you.
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.
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.
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.
Additionally, unfavorable changes in economic conditions, political conditions, labor conditions, changing laws or tariffs, 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.
As a result of these factors, if our Class A common stock is delisted from Nasdaq, the value and liquidity of our Class A common stock would likely be significantly adversely affected. 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.
As a result of these factors, if our Class A common stock is delisted from Nasdaq, the value and liquidity of our Class A common stock would likely be significantly adversely affected.
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.
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.
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. 18 Table of Contents 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 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.
Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business, processes and internal controls.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or effective in protecting our information technology systems and confidential information Our business is dependent upon the proper functioning of our business processes and information systems, and modification or interruption of such systems may disrupt our business, processes and internal controls.
We cannot predict whether we will be successful in identifying future acquisition opportunities or what the consequences will be of any acquisitions.
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.
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.
As a result of inflation, we have experienced, and may continue to experience, cost increases, and our business, financial condition, results of operations and liquidity could be materially adversely affected.
Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a cyberattack or business disruption and its adverse financial consequences to our reputation.
Our technology security initiatives, disaster recovery plans and security measures may not be adequate or implemented properly to prevent a material cyberattack or business disruption. Because we make extensive use of third-party providers, such as cloud computing services, successful cyberattacks that disrupt or compromise third- party IT Systems may materially impact our operations and results.
There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, maintain compliance with the other Nasdaq listing requirements or be successful in appealing any delisting determination.
After completing the Reverse Stock Split, on October 8, 2024, we received a written notice that we had regained compliance with the Minimum Bid Price Requirement. However, there can be no assurance that we will continue to maintain compliance with Nasdaq listing requirements, continue to be listed on Nasdaq or continue to make periodic filings with the SEC.
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 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.
Removed
In accordance with Nasdaq rules, we have been provided 180 calendar days, or until April 10, 2024, to regain compliance. The October Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Global Market.
Added
In addition, if we discontinue our obligation to make periodic filings with the SEC, by delisting our securities with Nasdaq and deregistering our securities pursuant to the Exchange Act, there would be a substantial decrease in disclosure about our Company on an ongoing basis.
Removed
We intend to actively monitor the closing bid price of our Class A common stock and will consider all reasonable available options to regain compliance with the Minimum Bid Price Requirement, which may include transferring the listing to the Nasdaq Capital Market and/or seeking stockholder approval to effect a reverse stock split.
Added
We face risks related to health epidemics, natural disasters, terrorism and other catastrophes, which have materially and adversely affected our results of operations, liquidity and financial condition.
Removed
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. 11 Table of Contents 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.
Added
These factors, along with regulatory changes, executive orders and enforcement priorities, may impact customer budgets and create uncertainty about how such laws and regulations will be interpreted and applied, which may impact advertising demand and adversely impact our business.
Removed
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.
Added
For example, as discussed above, the AM for Every Vehicle Act is pending in Congress. If this legislation is not passed, the removal of AM receivers by automobile manufacturers could affect the operation and profitability of our AM radio stations.
Removed
Any technology error or failure impacting systems hosted internally or externally, or any large-scale interruption to the technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our operations. Any individual, sustained or repeated failure of technology could impact our customer service and result in increased costs or reduced revenues.
Added
Additionally, our properties may be impacted by extreme weather conditions, including wildfires, floods, drought, loss of power, heat waves, heavy precipitation or storms, and other climate change impacts.
Removed
Our technology systems and related data are also 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.
Added
We rely heavily on technology, such as computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations, to operate our business (collectively, “IT Systems”), including our own IT Systems and those of our third-party providers.
Removed
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.
Added
The proper functioning of our IT Systems and business processes and protection of our Confidential Data is critical to the efficient operation and management of our business, our operating results and our financial condition. Our IT Systems, and those of third-party providers, are vulnerable to damage and disruption caused by various circumstances, some of which are beyond our control.
Removed
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’ contractors' or business partners’ information.
Added
These include catastrophic events, power anomalies or outages and natural disasters, terrorist attacks, employee error or malfeasance, and, increasingly, technological risks associated with computer system or network failures, viruses or malware (including ransomware), misconfigurations, bugs or securities vulnerabilities in hardware and software, physical or electronic intrusions, and unauthorized access associated with cyber-attacks that threaten the confidentiality, integrity and availability of our IT Systems and Confidential Data.
Removed
Any such loss, disclosure, misappropriation or access could result in legal claims or proceedings (including class actions), 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.
Added
We and our third-party providers face constant cybersecurity treats and cyber-attacks, including, but not limited to, phishing attacks, ransomware attacks, and denial of service attacks. [LW1] While no cyber-attack has had a material impact thus far, there can be no guarantee that a future attack will not materially impact our financial condition, results of operations or cash flows, due to, among other things, the loss of Confidential Data, interruptions to our operations, damage to our reputation, and regulatory investigations or legal proceedings (including class actions).
Added
This makes detecting, investigating, remediating and recovering from attacks or incidents and avoiding a material adverse impact to our systems or information extremely challenging.
Added
We have acquired companies and may acquire companies in the future, which exposes us to additional, incremental cybersecurity risks and vulnerabilities. 17 Table of Contents In addition, our business processes and IT 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.
Added
Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are increasingly sophisticated in using techniques and tools – including generative and other artificial intelligence – that circumvent security controls, evade detection and remove forensic evidence.
Added
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.
Added
Moreover, remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe 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.
Biggest changeIn 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.
The office space in Fayetteville, NC is 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.
Beasley and other members of the Beasley family. 21 Table of Contents The office space in Fayetteville, NC is 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.
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 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.
PR OPERTIES As of February 6, 2024, 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 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 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.
PR OPERTIES As of March 18, 2025, we own or lease property in the following locations: Location Description Owned/Leased 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 stations Owned 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 Naples, FL Office space Related party lease Philadelphia, PA Office space for stations Third-party lease Tampa, FL Office space for stations Third-party lease 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, Bruce Beasley, our President and a member of our Board, Brian Beasley, our Chief Operating Officer and a member of our Board, and other members of the Beasley family.
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.
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.
Added
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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 4. MINE SAFE TY DISCLOSURES Not applicable. 21 Table of Contents PAR T II
Biggest changeITEM 4. MINE SAFE TY DISCLOSURES Not applicable. 22 Table of Contents PAR T II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures. 21 Part II—Other Information Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 32 Item 8. Financial Statements and Supplementary Data. 33
Biggest changeItem 4. Mine Safety Disclosures. 22 Part II—Other Information Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 24 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 33 Item 8. Financial Statements and Supplementary Data. 34

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod 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, 2023 — — — $ — November 1 – 30, 2023 — — — — December 1 – 31, 2023 15,601 $ 0.90 — — Total 15,601 On March 27, 2007, our board of directors approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”).
Biggest changePeriod 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, 2024 — — — $ — November 1 – 30, 2024 — — — — December 1 – 31, 2024 934 $ 9.17 — — Total 934 On March 27, 2007, our Board approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”).
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 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.
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 Our Board 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, 2023.
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, 2024.
The 2007 Plan permits us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units. All shares purchased during the three months ended December 31, 2023 were purchased to fund withholding taxes in connection with the vesting of restricted stock units. 22 Table of Contents
The 2007 Plan permits us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units. All shares purchased during the three months ended December 31, 2024 were purchased to fund withholding taxes in connection with the vesting of restricted stock units. 23 Table of Contents
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 February 6, 2024, there were approximately 139 holders of record of our Class A common stock and 24 holders of record of our Class B common stock.
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 18, 2025, there were approximately 281 holders of record of our Class A Common Stock and 24 holders of record of our Class B Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

62 edited+26 added−28 removed35 unchanged
Biggest changeResults of Operations - Consolidated Year Ended December 31, Change 2022 2023 $ % Net revenue $ 256,381,018 $ 247,109,258 $ (9,271,760 ) -3.6 % Operating expenses 213,236,063 208,247,221 (4,988,842 ) -2.3 % Corporate expenses 18,001,359 18,246,731 245,372 1.4 % FCC licenses impairment losses 23,799,383 89,214,665 65,415,282 274.9 % Goodwill impairment losses 16,253,087 10,582,360 (5,670,727 ) -34.9 % Other impairment losses 12,822,000 — (12,822,000 ) -100.0 % Gain on exchange 3,350,539 — (3,350,539 ) -100.0 % Extinguishment of franchise fee — 6,000,000 6,000,000 — Gain on repurchases of long-term debt 1,131,346 7,807,875 6,676,529 590.1 % Income tax benefit 17,787,434 24,287,366 6,499,932 36.5 % Net loss 42,057,430 75,120,138 33,062,708 78.6 % Results of Operations - Segments 27 Table of Contents Year Ended December 31, Change 2022 2023 $ % Net revenue Audio $ 213,036,307 $ 199,481,868 $ (13,554,439 ) -6.4 % Digital 40,755,164 45,417,296 4,662,132 11.4 % Other 2,589,547 2,210,094 (379,453 ) -14.7 % $ 256,381,018 $ 247,109,258 $ (9,271,760 ) -3.6 % Operating expenses Audio $ 173,011,492 $ 163,608,414 $ (9,403,078 ) -5.4 % Digital 36,398,687 40,844,592 4,445,905 12.2 % Other 3,825,884 3,794,215 (31,669 ) -0.8 % $ 213,236,063 $ 208,247,221 $ (4,988,842 ) -2.3 % Net Revenue.
Biggest changeResults of Operations - Consolidated Year Ended December 31, Change 2023 2024 $ % Net revenue $ 247,109,258 $ 240,291,611 $ (6,817,647 ) -2.8 % Operating expenses 208,247,221 201,768,757 (6,478,464 ) -3.1 % Corporate expenses 18,246,731 17,272,696 (974,035 ) -5.3 % FCC licenses impairment losses 89,214,665 — (89,214,665 ) -100.0 % Goodwill impairment losses 10,582,360 922,000 (9,660,360 ) -91.3 % Extinguishment of franchise fee 6,000,000 — (6,000,000 ) -100.0 % Interest expense 26,607,920 21,233,027 (5,374,893 ) -20.2 % Debt issuance expenses — 5,982,414 5,982,414 — Gain on sale of investment — 6,026,776 6,026,776 — Gain on repurchases of long-term debt 7,807,875 — (7,807,875 ) -100.0 % Income tax benefit 24,287,366 1,344,961 (22,942,405 ) -94.5 % Net loss 75,120,138 5,887,258 (69,232,880 ) -92.2 % Results of Operations - Segments Year Ended December 31, Change 2023 2024 $ % Net revenue Audio $ 199,481,868 $ 193,561,279 $ (5,920,589 ) -3.0 % Digital 45,417,296 46,730,332 1,313,036 2.9 % Other 2,210,094 — (2,210,094 ) -100.0 % $ 247,109,258 $ 240,291,611 $ (6,817,647 ) -2.8 % Operating expenses Audio $ 163,608,414 $ 160,575,045 $ (3,033,369 ) -1.9 % Digital 40,844,592 41,193,712 349,120 0.9 % Other 3,794,215 — (3,794,215 ) -100.0 % $ 208,247,221 $ 201,768,757 $ (6,478,464 ) -3.1 % 28 Table of Contents Net Revenue.
We continually evaluate our ability to collect our accounts receivable. We determine the allowance for credit losses based on historical information, relative improvements or deteriorations in the age of the accounts receivable and changes in current economic conditions and reasonable and supportable forecasts of future economic conditions.
We continually evaluate our ability to collect our accounts receivable. We determine the allowance for credit losses based on historical information, relative improvements or deteriorations in the age of the accounts receivable changes in current economic conditions and reasonable and supportable forecasts of future economic conditions.
This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
This section should be read in conjunction with the financial statements and notes to financial statements included in Item 8 of this report.
We own and operate stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster.
We own and operate stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster.
We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations. 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.
We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations. Our Board 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 the fourth quarter of 2023, we repurchased $20.0 million aggregate principal amount of the Notes for an aggregate price equal to 65% of the principal amount and recorded an aggregate gain of $6.8 million as a result of the repurchases.
In the fourth quarter of 2023, we repurchased $20.0 million aggregate principal amount of the Existing Notes for an aggregate price equal to 65% of the principal amount and recorded an aggregate gain of $6.8 million as a result of the repurchases.
The Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.
The Existing Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.
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 2023.
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 2024.
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.
Interest on the Existing 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.
Results of Operations Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 The following summary table presents a comparison of our results of operations for the years ended December 31, 2022 and 2023, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below.
Results of Operations Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 The following summary table presents a comparison of our results of operations for the years ended December 31, 2023 and 2024, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below.
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.
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. 25 Table of Contents 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.
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 10 to the accompanying financial statements. Supplemental Employee Retirement Plan.
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 10 to the accompanying financial statements. 27 Table of Contents Supplemental Employee Retirement Plan.
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.
We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next 12 months and thereafter.
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. 24 Table of Contents We also continue to invest in digital support services to develop and promote our station websites, applications, and other distribution platforms.
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.
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 station operating income margins, and a discount rate appropriate for the audio industry.
The income approach is based upon discounted cash flow analyses for the next ten years incorporating variables such as projected audio market revenues, projected growth rate for audio market revenues, projected audio market revenue shares, projected audio station operating income margins, and a discount rate appropriate for the audio industry.
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”).
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 “Existing Notes”) under an indenture dated February 2, 2021 (the “Existing Notes Indenture”).
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 29 Table of Contents 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.
The New Notes Indenture and the Exchange Notes Indenture contain restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or 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 30 Table of Contents otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.
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.
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 26 Table of Contents than not that our FCC licenses might be impaired.
In the second quarter of 2023, we repurchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the repurchase.
In the second quarter of 2023, the Company repurchased $3.0 million principal amount of the Existing Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the repurchase.
The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of our goodwill.
The impairment loss was primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues used in the discounted cash flow analysis to estimate the fair value of goodwill. Extinguishment of Franchise Fee.
Net loss for the year ended December 31, 2023 was $75.1 million compared to a net loss of $42.1 million for the year ended December 31, 2022, 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.
Net loss for the year ended December 31, 2024 was $5.9 million compared to a net loss of $75.1 million for the year ended December 31, 2023, 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.
The lease agreement expires on October 31, 2028. Rental expense was approximately $52,000 for the year ended December 31, 2023. 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, 2028.
Rental expense was approximately $53,000 for the year ended December 31, 2024. 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, 2028.
As a result of the quantitative impairment test performed as of September 30, 2023, we recorded an impairment loss of $10.6 million related to the goodwill in our Philadelphia, PA market cluster.
As a result of the quantitative impairment test, we recorded an impairment loss of $10.6 million related to the goodwill in our Philadelphia, PA market cluster.
Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to: • the Company's ability to comply with the continued listing standards of the Nasdaq Global Market; • risks from social and natural catastrophic events; • external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations; • the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues; • the ability of the Company to develop compelling and differentiated digital content, products and services; • audience acceptance of the Company’s content, particularly its audio programs; • the ability of the Company to respond to changes in technology, standards and services that affect the audio industry; • the Company’s dependence on federally issued licenses subject to extensive federal regulation; • actions by the FCC or new legislation affecting the audio industry; • increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists; • the Company’s dependence on selected market clusters of stations for a material portion of its net revenue; • credit risk on the Company’s accounts receivable; • the risk that the Company’s FCC licenses and/or goodwill could become impaired; 23 Table of Contents • 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.
Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to: • ability to comply with the continued listing standards of Nasdaq, continued listing on Nasdaq or make periodic filings with the SEC; • risks from health epidemics, natural disasters, terrorism, and other catastrophic events; • adverse effects of inflation; 24 Table of Contents • external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations; • the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues; • the ability of the Company to develop compelling and differentiated digital content, products and services; • audience acceptance of the Company’s content, particularly its audio programs; • the ability of the Company to adapt or 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 in 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 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, extreme weather and other climate change conditions 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; • modifications or interruptions of the Company’s information technology infrastructure and information systems; • the loss of key executives and other key employees; • the Company’s ability to identify, consummate and integrate acquired businesses and station; • 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.
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, 2023, FCC licenses with an aggregate carrying amount of $393.0 million represented 68% of our total assets.
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, 2024, FCC licenses with an aggregate carrying amount of $392.3 million represented 71% of our total assets.
The key assumptions used in the discounted cash flow analyses are as follows: Revenue growth rates (16.5)% - 24.4% Market revenue shares at maturity 0.4% - 45.5% Operating income margins at maturity 19.7% - 29.9% Discount rate 10.0% The carrying amount of our FCC licenses for each reporting unit and the percentage by which fair value exceeded the carrying amount are as follows: Market cluster FCC licenses Excess Atlanta, GA $ 440,300 0.1 % Augusta, GA 4,776,100 — Boston, MA 95,901,400 0.7 Charlotte, NC 44,495,600 1.9 Detroit, MI 25,205,800 5.8 Fayetteville, NC 7,295,100 2.7 Fort Myers-Naples, FL 5,191,700 — Las Vegas, NV 30,145,300 2.3 Middlesex, Monmouth, Morristown, NJ 16,726,200 — Philadelphia, PA 106,737,400 0.9 Tampa-Saint Petersburg, FL 56,092,000 0.6 Goodwill.
The key assumptions used in the discounted cash flow analyses are as follows: Revenue growth rates (10.7)% - 6.1% Market revenue shares at maturity 0.4% - 45.4% Operating income margins at maturity 19.7% - 28.6% Discount rate 9.0% The carrying amount of our FCC licenses for each reporting unit and the percentage by which fair value exceeded the carrying amount are as follows: Market cluster FCC licenses Excess Augusta, GA $ 4,469,331 12.1 % Boston, MA 95,901,400 7.5 Charlotte, NC 44,495,600 8.9 Detroit, MI 25,205,800 15.7 Fayetteville, NC 7,295,100 14.2 Fort Myers-Naples, FL 5,191,700 8.6 Las Vegas, NV 30,145,300 0.3 Middlesex, Monmouth, Morristown, NJ 16,726,200 6.2 Philadelphia, PA 106,737,400 8.8 Tampa-Saint Petersburg, FL 56,092,000 12.8 As a result of the quantitative impairment test performed as of November 30, 2024, we did not record any impairment losses related to the FCC licenses in each of our reporting units.
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, 2023.
However, poor financial results or unanticipated expenses could give rise to default under the Existing Notes Indenture, New Notes Indenture and Exchange Notes Indenture, 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.
Rental expense was $0.2 million for the year ended December 31, 2023. Wintersrun Communications, LLC We leased a tower for one station in Charlotte, NC from Wintersrun Communications, LLC ("Wintersrun"), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E.
Rental expense was $0.2 million for the year ended December 31, 2024. Beasley Family Towers, LLC We leased a tower for one station in Atlanta, GA from Beasley Family Towers, LLC (“BFT”), which is partially held by a trust for the benefit of Caroline Beasley, Bruce G. Beasley, Brian E.
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 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 Existing Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and • additional equity offerings.
Net cash provided by investing activities during the year ended December 31, 2023 included proceeds of $11.1 million from two station dispositions and a termination payment from the esports league, partially offset by $4.2 million for capital expenditures.
Net cash provided by investing activities for the same period in 2023 included proceeds of $11.1 million from two station dispositions and a termination payment from the esports league, partially offset by $4.2 million for capital expenditures. Net Cash Used In Financing Activities.
Net cash used in operating activities was $4.7 million during the year ended December 31, 2023, as compared to net cash provided by operating activities of $11.1 million during the year ended December 31, 2022.
Net cash used in operating activities was $3.7 million during the year ended December 31, 2024, as compared to net cash used in operating activities of $4.7 million during the year ended December 31, 2023.
Harb with 3,333,334 shares of Class A common stock of Quu, Inc. 31 Table of Contents Inflation For the years ended December 31, 2022 and 2023, inflation has affected our performance in terms of higher costs for operating expenses; however, the exact impact cannot be reasonably determined.
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, 2023 and 2024, inflation has affected our performance in terms of higher costs for operating expenses; however, the exact impact cannot be reasonably determined.
For example, as of November 30. 2023, if the discount rate used in our discounted cash flow analyses was increased to 10.5% without any additional changes to the other assumptions used in the discounted cash flow analyses, we would have recorded additional impairment losses of $20.4 million related to the FCC licenses in each of our market clusters. 26 Table of Contents Leases.
For example, as of November 30, 2024, if the discount rate used in our discounted cash flow analyses was increased to 9.5% without any additional changes to the other assumptions used in the discounted cash flow analyses, we would have recorded additional impairment losses of $2.5 million related to our FCC licenses. Leases.
Cash Flows . The following summary table presents a comparison of our cash flows for the years ended December 31, 2022 and 2023 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below.
We did not have any off-balance sheet arrangements as of December 31, 2024. Cash Flows . The following summary table presents a comparison of our cash flows for the years ended December 31, 2023 and 2024 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below.
Goodwill Impairment Losses. Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our goodwill for impairment during the third quarter of 2023. As a result of the quantitative impairment test, we recorded an impairment loss of $10.6 million related to the goodwill in our Philadelphia, PA market cluster.
As a result of entering into the agreement, we recorded an impairment loss of $10.0 million related to the FCC license during the second quarter of 2023. Goodwill Impairment Losses. Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our goodwill for impairment during the third quarter of 2023.
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 2023, we performed 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 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 2024, we elected to perform the quantitative impairment test for our FCC licenses in all markets.
Rental expense was $0.3 million for the year ended December 31, 2023. Beasley Family Properties, LLC We lease office space for our stations in Fort Myers, FL 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.
Beasley Family Properties, LLC We lease office space for our stations in Fort Myers, FL 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 lease agreement expires on August 31, 2029.
Rental expense was $0.1 million for the year ended December 31, 2023. 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.
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 October 31, 2028.
The remaining lease agreement for the tower that is still owned by BFT expires on January 31, 2026. Rental expense was $0.8 million for the year ended December 31, 2023. We lease office space for our stations in Fayetteville, NC from BFT. The lease agreement expires on August 31, 2030.
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, 2024.
Our effective tax rate was approximately (30)% and (24)% for the year ended December 31, 2022 and 2023, 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.
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. 29 Table of Contents Net Loss.
Digital revenue increased $4.7 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to continued growth in the digital segment. Operating Expenses. Operating expenses decreased $5.0 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Digital revenue increased $1.3 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to continued growth in the digital segment.
In the second quarter of 2023, we purchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the purchase.
In the second quarter of 2023, we purchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the purchase. Income Tax Benefit. Our effective tax rate was approximately (24)% and (18)% for the years ended December 31, 2023 and 2024, respectively.
The fair values of the FCC licenses in each of our market clusters were estimated using an income approach.
For the purpose of testing our FCC licenses for impairment, we combine our FCC licenses into reporting units based on our market clusters. The fair values of the FCC licenses in each of our market clusters were estimated using an income approach.
Year ended December 31, 2022 2023 Net cash provided by (used in) operating activities $ 11,147,084 $ (4,678,549 ) Net cash provided by (used in) investing activities (14,177,688 ) 6,870,446 Net cash used in financing activities (8,813,385 ) (14,992,629 ) Net decrease in cash and cash equivalents $ (11,843,989 ) $ (12,800,732 ) Net Cash Provided By (Used In) Operating Activities.
Year ended December 31, 2023 2024 Net cash used in operating activities $ (4,678,549 ) $ (3,711,785 ) Net cash provided by investing activities 6,870,446 4,322,076 Net cash used in financing activities (14,992,629 ) (13,571,492 ) Net decrease in cash and cash equivalents $ (12,800,732 ) $ (12,961,201 ) Net Cash Used In Operating Activities.
Significant factors affecting the $15.8 million decrease in net cash used in operating activities included a $13.9 million increase in cash paid for operating expenses and a $3.3 million decrease in cash receipts from revenue. Net Cash Provided By (Used In) Investing Activities.
Significant factors affecting the $1.0 million decrease in net cash used in operating activities included a $11.3 million decrease in cash paid for operating expenses, partially offset by a $7.2 million decrease in cash receipts from revenue, a $1.7 million increase in interest payments and a $1.6 million increase in income tax payments. 31 Table of Contents Net Cash Provided By Investing Activities.
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, 2023. Quu, Inc. We currently hold an investment in Quu, Inc. ("Quu"), a company that provides us with access to an application for digital revenue.
Rental expense was $0.2 million for the year ended December 31, 2024. 32 Table of Contents Wintersrun Communications, LLC 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, 2024. Quu, Inc.
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.
In May 2022, we provided a $250,000 loan to Interactive Life, Inc. that accrues interest at 8.625% per annum until the loan’s maturity in May 2025. 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.
Related Party Transactions 30 Table of Contents 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 December 31, 2031.
Net cash used in financing activities for the same period in 2023 included Existing Notes repurchases of $14.9 million. 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.
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.
The quantitative impairment test, performed as of November 30, 2024, compared 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.
As a result of the exchange, we recorded a gain on exchange of $3.4 million in 2022. Extinguishment of Franchise Fee. Due to the termination of the esports league the remaining $6.0 million franchise fee payable to the esports league was forgiven during the fourth quarter of 2023. Gain on Repurchases of Long-Term Debt.
Due to the termination of the esports league, the remaining $6.0 million franchise fee payable to the esports league was forgiven during the fourth quarter of 2023. Interest Expense.
Net revenue decreased $9.3 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022. Audio revenue decreased $13.6 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to a decrease in agency revenue including political advertising.
Audio revenue decreased $5.9 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to a decrease in local agency revenue and the disposition of WJBR-FM in Wilmington, DE in October 2023, partially offset by an increase in political advertising for the 2024 elections.
Digital operating expenses increased $4.4 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to continued investment in the digital segment. Corporate Expenses. Corporate expenses during the year ended December 31, 2023 were comparable to the year ended December 31, 2022. FCC Licenses Impairment Losses.
Corporate expenses decreased $1.0 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase in digital expenses allocated to operating expenses, partially offset by an increase in compensation primarily due to severance expenses and contract service expenses. FCC Licenses Impairment Losses.
Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries. Cautionary Note Regarding Forward-Looking Statements This report contains “forward-looking statements” about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events.
All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the Reverse Stock Split. 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.
Net cash used in investing activities for 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 Financing Activities.
Net cash provided by investing activities during the year ended December 31, 2024 included proceeds of $6.0 million from the sale of an investment, and proceeds of $1.3 million from property and equipment dispositions, partially offset by $3.0 million for capital expenditures.
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.
We paid $0.1 million to repurchase 7,618 shares during the year ended December 31, 2024. From time to time, we may seek to repurchase, redeem or otherwise retire our Existing Notes, New Notes and Exchange Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise.
Beasley and other members of the Beasley family and partially owned directly by Bruce G. Beasley and Brian E. Beasley. During the fourth quarter of 2023, Wintersrun sold the tower to an unrelated third party. As a result, the lease is no longer considered a related party transaction. Rental expense was $0.1 million for the year ended December 31, 2023.
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. During the second quarter of 2024, the lease agreement was terminated. Rental expense was approximately $16,000 for the year ended December 31, 2024.
Net cash used in financing activities during the year ended December 31, 2023 included Notes purchases of $14.9 million. Net cash used in financing activities for the year ended December 31, 2022 included Notes purchases of $8.7 million.
Net cash used in financing activities was $13.6 million during the year ended December 31, 2024, as compared to net cash used in financing activities of $15.0 million during the year ended December 31, 2023.
The key assumptions used in the discounted cash flow analyses are as follows: Revenue growth rates (9.3)% - 1.4% Operating income margins 27.9% Discount rate 10.0% We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our FCC licenses and goodwill, however, these estimates and assumptions are highly judgmental in nature.
We believe we have made reasonable estimates and assumptions to calculate the estimated fair value of our FCC licenses; however, these estimates and assumptions are highly judgmental in nature. Actual results can be materially different from estimates and assumptions.
Audio operating expenses decreased $9.4 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to continued expense management in the audio segment.
Other revenue decreased $2.2 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, due to the termination of our esports operations in December 2023. Operating Expenses. Operating expenses decreased $6.5 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Payments to Quu for access to the application were $0.4 million for the year ended December 31, 2023. 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.
We currently hold an investment in Quu, Inc. ("Quu"), a company that provides us with access to an application for digital revenue. Payments to Quu for access to the application were $0.5 million for the year ended December 31, 2024. Loan to Interactive Life, Inc.
From time to time, we repurchase sufficient shares of our common stock to fund withholding taxes in connection with the vesting of restricted stock units. We paid approximately $84,000 to repurchase 87,873 shares during the year ended December 31, 2023.
The Company incurred approximately $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which were expensed. From time to time, we repurchase sufficient shares of our Class A Common Stock to fund withholding taxes in connection with the vesting of restricted stock units.
The lease agreement expires on August 31, 2024. Rental expense was $0.2 million for the year ended December 31, 2023. Beasley Family Towers, LLC We leased towers for 19 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 members of the Beasley family. The lease agreement expires on December 31, 2031. Rental expense was $0.3 million for the year ended December 31, 2024.
Removed
Due to an increase in interest rates in the U.S. economy and a decrease in projected revenues, we tested our FCC licenses for impairment during the third quarter of 2023.
Added
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. Reverse Stock Split On September 23, 2024, the Company effected a 1-for-20 reverse stock split of the Company’s Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”).
Removed
As a result of the quantitative impairment test performed as of September 30, 2023, we recorded impairment losses of $78.2 million related to the FCC licenses in each of our market clusters.
Added
As a result of the Reverse Stock Split, every 20 shares of the Company’s Class A Common Stock issued and outstanding were automatically converted into one share of Class A Common Stock, and every 20 shares of the Company’s Class B Common Stock issued and outstanding were automatically converted into one share of Class B Common Stock.
Removed
The impairment losses were primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues in each market cluster used in the discounted cash flow analyses to estimate the fair value of our FCC licenses.
Added
No fractional shares of Class A Common Stock or Class B Common Stock were issued in connection with the Reverse Stock Split. Holders of Class A Common Stock or Class B Common Stock received cash in lieu of fractional shares.
Removed
The key assumptions used in the discounted cash flow analyses are as follows: Revenue growth rates (1.2)% - 1.8% Market revenue shares at maturity 0.4% - 44.7% Operating income margins at maturity 19.7% - 30.4% Discount rate 10.0% 25 Table of Contents We performed the annual quantitative impairment test for our FCC licenses in all markets during the fourth quarter of 2023.
Added
The Reverse Stock Split had no effect on the par value of the Company’s Class A Common Stock or Class B Common Stock, which remained $0.001 per share, and had no effect on the number of authorized shares of the Company’s Class A Common Stock or Class B Common Stock.
Removed
As a result of the quantitative impairment test performed as of November 30, 2023, we recorded impairment losses of $1.0 million related to the FCC licenses in our Augusta, GA, Fort Myers-Naples, FL, and Middlesex-Monmouth-Morristown, NJ market clusters. The impairment losses were primarily due to a decrease in projected revenue in these markets.
Added
Following the Reverse Stock Split, the Class A Common Stock continued to be traded on the Nasdaq Capital Market under the symbol “BBGI” on a split-adjusted basis beginning on September 24, 2024.
Removed
The fair values of our FCC licenses were estimated using an income approach.
Added
In addition, consistent with the terms of the Company's 2007 Equity Incentive Award Plan (the "2007 Plan") and outstanding awards granted under the 2007 Plan, the total number of shares of Class A Common Stock issuable upon exercise, vesting or settlement of such awards and the total number of shares of Class A Common Stock remaining available for future awards under the 2007 Plan, as well as any share-based limits in the 2007 Plan, were proportionately reduced, and any fractional shares resulting therefrom were rounded down to the nearest whole share.
Removed
As of December 31, 2023, goodwill with an aggregate carrying amount of $0.9 million represented 0.2% 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.
Added
Furthermore, the exercise prices of any outstanding options under the 2007 Plan were proportionately increased based on the Reverse Stock Split ratio, and the resulting exercise prices were rounded up to the nearest whole cent.
Removed
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.
Added
Net revenue decreased $6.8 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Removed
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.
Added
Audio operating expenses decreased $3.0 million during the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the disposition of WJBR-FM in Wilmington, DE in October 2023 and a decrease in compensation expense due to workforce reductions partially offset by severance expenses.

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