Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q


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

For the Quarterly Period Ended September 30, 2024


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

For the transition period from to

Commission File Number: 000-29253

BEASLEY BROADCAST GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	65-0960915
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3033 Riviera Drive, Suite 200

Naples, Florida 34103

(Address of Principal Executive Offices and Zip Code)

(239) 263-5000

(Registrant's Telephone Number, Including Area Code)

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


Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Class A Common Stock, par value $0.001 per share	BBGI	Nasdaq Capital Market

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

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

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


Large accelerated filer 		Accelerated filer 
Non-accelerated filer 		Smaller reporting company 
Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class A Common Stock, $0.001 par value, 938,690 Shares Outstanding as of November 1, 2024

Class B Common Stock, $0.001 par value, 833,137 Shares Outstanding as of November 1, 2024

INDEX


		Page No.

PART I FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements.

	Notes to Condensed Consolidated Financial Statements.	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22

Item 4.	Controls and Procedures.	22

PART II OTHER INFORMATION

Item 1.	Legal Proceedings.	24

Item 1A.	Risk Factors.	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24

Item 3.	Defaults Upon Senior Securities.	24

Item 4.	Mine Safety Disclosures.	24

Item 5.	Other Information.	24

Item 6.	Exhibits.	25

SIGNATURES		26

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	December 31,			September 30,
	2023			2024
ASSETS
Current assets:
Cash and cash equivalents	$	26,733,921		$	27,802,179
Accounts receivable, less allowance for credit losses of $1,752,058 in 2023 and $1,540,801 in 2024		53,424,196			49,111,535
Prepaid expenses		4,338,503			8,734,475
Other current assets		2,150,163			1,927,173
Total current assets		86,646,783			87,575,362
Property and equipment, net		51,474,754			48,768,141
Operating lease right-of-use assets		34,767,126			31,348,246
FCC licenses		393,006,900			393,006,900
Goodwill		922,000			-
Other intangibles, net		2,722,408			2,138,913
Other assets		4,727,967			8,641,225
Total assets	$	574,267,938		$	571,478,787

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	14,299,048		$	19,137,663
Operating lease liabilities		8,082,981			8,250,391
Other current liabilities		25,913,827			27,304,666
Total current liabilities		48,295,856			54,692,720
Due to related parties		55,019			31,985
Long-term debt, net of unamortized debt issuance costs		264,203,010			265,209,926
Operating lease liabilities		33,440,246			29,669,724
Deferred tax liabilities		71,894,915			68,641,044
Other long-term liabilities		7,400,257			7,400,257
Total liabilities		425,289,303			425,645,656
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued		-			-
Class A Common Stock, $0.001 par value; 150,000,000 shares authorized; 869,569 issued and 682,697 outstanding in 2023; 895,998 issued and 702,442 outstanding in 2024(1)		17,389			17,917
Class B Common Stock, $0.001 par value; 75,000,000 shares authorized; 833,137 issued and outstanding in 2023 and 2024(1)		16,662			16,662
Additional paid-in capital		152,794,353			153,567,083
Treasury stock, Class A Common Stock; 186,872 shares in 2023; 193,556 shares in 2024(1)		(29,239,179	)		(29,329,315	)
Retained earnings		25,042,926			21,214,300
Accumulated other comprehensive income		346,484			346,484
Total stockholders' equity		148,978,635			145,833,131
Total liabilities and stockholders' equity	$	574,267,938		$	571,478,787

(1)

The shares of Class A and Class B Common Stock have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)


	Three Months Ended September 30,
	2023			2024
Net revenue	$	60,119,757		$	58,190,116
Operating expenses:
Operating expenses (including stock-based compensation of $37,041 in 2023 and $19,995 in 2024 and excluding depreciation and amortization shown separately below)		50,117,044			49,946,133
Corporate expenses (including stock-based compensation of $140,773 in 2023 and $338,211 in 2024)		4,493,277			4,296,615
Depreciation and amortization		2,201,664			1,788,126
FCC licenses impairment losses		78,204,065			-
Goodwill impairment losses		10,582,360			922,000
Total operating expenses		145,598,410			56,952,874
Operating income (loss)		(85,478,653	)		1,237,242
Non-operating income (expense):
Interest expense		(6,445,746	)		(6,092,820	)
Other income (expense), net		1,106,918			(75,120	)
Loss before income taxes		(90,817,481	)		(4,930,698	)
Income tax benefit		(23,299,388	)		(1,309,803	)
Loss before equity in earnings of unconsolidated affiliates		(67,518,093	)		(3,620,895	)
Equity in earnings of unconsolidated affiliates, net of tax		(18,744	)		60,320
Net loss		(67,536,837	)		(3,560,575	)
Net loss per Class A and Class B common share(1):
Basic and diluted	$	(45.08	)	$	(2.33	)
Weighted-average shares outstanding(1):
Basic and diluted		1,498,131			1,529,521

(1)

Weighted-average shares outstanding used in the computation of basic and diluted Net loss per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)


	Nine Months Ended September 30,
	2023			2024
Net revenue	$	181,360,600		$	173,006,119
Operating expenses:
Operating expenses (including stock-based compensation of $109,261 in 2023 and $55,912 in 2024 and excluding depreciation and amortization shown separately below)		152,098,261			148,534,924
Corporate expenses (including stock-based compensation of $424,160 in 2023 and $717,346 in 2024)		13,381,403			12,584,218
Depreciation and amortization		6,626,974			5,455,622
FCC licenses impairment losses		88,245,065			-
Goodwill impairment losses		10,582,360			922,000
Total operating expenses		270,934,063			167,496,764
Operating income (loss)		(89,573,463	)		5,509,355
Non-operating income (expense):
Interest expense		(19,764,067	)		(17,772,957	)
Gain on sale of investment		-			6,026,776
Other income, net		1,684,168			552,145
Loss before income taxes		(107,653,362	)		(5,684,681	)
Income tax benefit		(26,285,207	)		(1,796,019	)
Loss before equity in earnings of unconsolidated affiliates		(81,368,155	)		(3,888,662	)
Equity in earnings of unconsolidated affiliates, net of tax		(135,877	)		60,036
Net loss		(81,504,032	)		(3,828,626	)
Net loss per Class A and Class B common share(1):
Basic and diluted	$	(54.58	)	$	(2.52	)
Weighted-average shares outstanding(1):
Basic and diluted		1,493,391			1,521,204

(1)

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Nine Months Ended September 30,
	2023			2024
Cash flows from operating activities:
Net loss	$	(81,504,032	)	$	(3,828,626	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		533,421			773,258
Provision for credit losses		1,006,830			742,185
Depreciation and amortization		6,626,974			5,455,622
FCC licenses impairment losses		88,245,065			-
Goodwill impairment losses		10,582,360			922,000
Amortization of loan fees		1,097,214			1,006,916
Gain on sale of investment		-			(6,026,776	)
Gain on repurchases of long-term debt		(973,208	)		-
Deferred income taxes		(26,977,992	)		(3,253,871	)
Equity in earnings of unconsolidated affiliates		135,877			(60,036	)
Change in operating assets and liabilities:
Accounts receivable		7,989,945			3,570,476
Prepaid expenses		(5,558,093	)		(4,395,972	)
Other assets		2,572,946			(3,939,082	)
Accounts payable		(3,964,866	)		4,838,615
Other liabilities		(4,887,810	)		1,120,813
Other operating activities		70,484			833,136
Net cash used in operating activities		(5,004,885	)		(2,241,342	)
Cash flows from investing activities:
Capital expenditures		(3,060,716	)		(2,627,040	)
Proceeds from dispositions		250,000			-
Proceeds from sale of investment		-			6,026,776
Net cash provided by (used in) investing activities		(2,810,716	)		3,399,736
Cash flows from financing activities:
Payments on debt		(1,983,750	)		-
Purchase of treasury stock		(69,838	)		(90,136	)
Net cash used in financing activities		(2,053,588	)		(90,136	)
Net increase (decrease) in cash and cash equivalents		(9,869,189	)		1,068,258
Cash and cash equivalents at beginning of period		39,534,653			26,733,921
Cash and cash equivalents at end of period	$	29,665,464		$	27,802,179
Cash paid for interest	$	24,946,655		$	23,028,749
Cash paid for income taxes	$	1,353,057		$	351,975

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Beasley Broadcast Group, Inc. and its subsidiaries (the “Company”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented, and all such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations; therefore, the results shown on an interim basis are not necessarily indicative of results for the full year.

(2)

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which requires additional disclosures primarily related to the Company's income tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively. The Company is currently in the process of reviewing the new guidance.

In November 2023, the FASB issued guidance which requires additional disclosures for the Company's reportable segments, primarily related to significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently in the process of reviewing the new guidance.

(3)

Proceeds from BMI Sale

On March 8, 2024, the Company received $6.0 million related to the sale of an investment in Broadcast Music, Inc. ("BMI") and recorded a gain of $6.0 million. The gain on sale of investment is reported in the accompanying condensed consolidated statement of net loss for the nine months ended September 30, 2024. After the sale, the Company no longer holds an investment in BMI.

(4)

Disposition

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

(5)

FCC Licenses

Federal Communications Commission ("FCC") licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the FCC licenses might be impaired. The Company assesses qualitative factors to determine whether it is more likely than not that its FCC licenses are impaired. If the Company determines it is more likely than not that its FCC licenses are impaired, then the Company is required to perform the quantitative impairment test. The quantitative impairment test compares the fair value of the FCC licenses with the carrying amounts of such licenses. If the carrying amounts of the FCC licenses exceed the fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of testing FCC licenses for impairment, the Company combines its licenses into reporting units based on its market clusters. The FCC license valuations are Level 3 non-recurring fair value measurements.

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

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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


Revenue growth rates		(1.2)% - 1.8%
Market revenue shares at maturity		0.4% - 44.7%
Operating income margins at maturity		19.7% - 30.4%
Discount rate		10.0%

During the second quarter of 2023, due to the potential sale of substantially all of the assets used in the operations of WJBR-FM
in Wilmington, DE, the Company recorded an impairment loss of $10.0 million related to the FCC license. The Company completed the sale of WJBR-FM on October 5, 2023.

(6)

Goodwill

Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the
Company’s goodwill might be impaired. The Company assesses qualitative factors to determine whether it is necessary to perform a
quantitative assessment for each reporting unit. If the quantitative assessment is necessary, the Company will determine the fair value
of each reporting unit. If the fair value of any reporting unit is less than the carrying amount, the Company will recognize an
impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized will not
exceed the total amount of goodwill allocated to the reporting unit. For the purpose of testing goodwill for impairment, the Company
has identified its radio market clusters and esports as its reporting units. The goodwill valuation is a Level 3 non-recurring fair value
measurement.

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

The fair value of the goodwill in the Philadelphia, PA market cluster was estimated using an income approach. The income
approach is based upon a discounted cash flow analysis incorporating variables such as projected radio market revenues, projected
growth rate for radio market revenues, projected radio market revenue shares, projected radio station operating income margins, and a
discount rate appropriate for the radio broadcasting industry. The key assumptions used in the discounted cash flow analysis are as
follows:


Revenue growth rates		(9.3)% - 1.4%
Operating income margin		27.9%
Discount rate		10.0%

(7)

Long-Term Debt

Long-term debt is comprised of the following:


	December 31,			September 30,
	2023			2024
Secured notes	$	267,000,000		$	267,000,000
Less unamortized debt issuance costs		(2,796,990	)		(1,790,074	)
	$	264,203,010		$	265,209,926

On February 2, 2021, the Company issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Existing Notes”) under an indenture dated February 2, 2021 (the “Existing Notes Indenture”). 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

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

year. 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. Prior to February 1, 2025, the Company will be subject to certain premiums, as defined in the Existing Notes Indenture, for optional or mandatory (upon certain contingent events) redemption of some or all of the Existing Notes.

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.

Subsequent to quarter end, on October 8, 2024, the Company completed certain refinancing transactions related to the Existing Notes. See Note 16 for additional information.

(8)

Stockholders’ Equity

The changes in stockholders’ equity are as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2024			2023			2024
Beginning balance	$	209,809,453		$	149,088,151		$	223,488,808		$	148,978,635
Stock-based compensation		177,814			358,206			533,421			773,258
Purchase of treasury stock		(2,071	)		(52,651	)		(69,838	)		(90,136	)
Net loss		(67,536,837	)		(3,560,575	)		(81,504,032	)		(3,828,626	)
Ending balance	$	142,448,359		$	145,833,131		$	142,448,359		$	145,833,131

(9)

Net Revenue

Net revenue is comprised of the following:


	Three months ended September 30,				Nine months ended September 30,
	2023		2024		2023		2024
Audio	$	48,332,715	$	46,889,920	$	146,198,774	$	137,748,127
Digital		11,177,881		11,300,196		33,455,935		35,257,992
Other		609,161		-		1,705,891		-
	$	60,119,757	$	58,190,116	$	181,360,600	$	173,006,119

The Company recognizes revenue when it satisfies a performance obligation under a contract with an advertiser. The transaction price is allocated to performance obligations based on executed contracts, which represent relative standalone selling prices. Payment is generally due within 30 days, although certain advertisers are required to pay in advance. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. The Company has elected to use the practical expedient to expense sales commissions as incurred. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheets. Substantially all deferred revenue is recognized within 12 months of the payment date.


	December 31,		September 30,
	2023		2024
Deferred revenue	$	4,835,984	$	7,021,361

Audio revenue includes revenue from the sale or trade of aired commercial spots to advertisers directly or through national, regional or local advertising agencies. Each commercial spot is considered a performance obligation. Revenue is recognized when the commercial spots have aired. Trade sales are recorded at the estimated fair value of the goods or services received. If commercial spots are aired before the goods or services are received, then a trade sales receivable is recorded. If goods or services are received before the commercial spots are aired, then a trade sales payable is recorded. Other revenue includes revenue from concerts, promotional events, talent fees and other miscellaneous items. Such revenue is generally recognized when the concert, promotional event, or talent services are completed.

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


	December 31,		September 30,
	2023		2024
Trade sales receivable	$	1,417,692	$	1,108,842
Trade sales payable		481,471		544,231


	Three months ended September 30,				Nine months ended September 30,
	2023		2024		2023		2024
Trade sales revenue	$	1,441,228	$	1,680,660	$	4,288,722	$	4,156,738

Digital revenue includes revenue from the sale of streamed commercial spots, station-owned assets and third-party products. Each streamed commercial spot, station-owned asset and third-party product is considered a performance obligation. Revenue is recognized when the commercial spots have streamed. Station-owned assets are generally scheduled over a period of time and revenue is recognized over time as the digital items are used for advertising content, except for streamed commercial spots. Third-party products are generally scheduled over a period of time with an impression target each month. Revenue from the sale of third-party products is recognized over time as the digital items are used for advertising content and impression targets are met each month. The Company assesses each digital sales order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue.

(10)

Stock-Based Compensation

As a result of the Reverse Stock Split effected on September 23, 2024, consistent with the terms of 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. 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. 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.

The 2007 Plan permits the Company to issue up to 375,000 shares of Class A Common Stock. The 2007 Plan allows for eligible employees, directors and certain consultants of the Company to receive restricted stock units, shares of restricted stock, stock options or other stock-based awards. The restricted stock units that have been granted under the 2007 Plan generally vest over one to five years of service.

A summary of restricted stock unit activity is presented below:


	Units			Weighted-Average Grant-Date Fair Value
Unvested as of July 1, 2024		47,438		$	21.40
Granted		49,625			12.87
Vested		(16,667	)		13.68
Forfeited		(1,250	)		29.80
Unvested as of September 30, 2024		79,146		$	17.59

As of September 30, 2024, there was $0.8 million of total unrecognized compensation cost for restricted stock units granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of 2.1 years.

(11)

Income Taxes

The Company’s effective tax rate was (26)% and (27)% for the three months ended September 30, 2023 and 2024, respectively, and (24)% and (32)% for the nine months ended September 30, 2023 and 2024, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(12)

Earnings Per Share

Earnings per share calculation information is as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2024			2023			2024
Net loss attributable to BBGI stockholders	$	(67,536,837	)	$	(3,560,575	)	$	(81,504,032	)	$	(3,828,626	)
Weighted-average shares outstanding(1):
Basic		1,498,131			1,529,521			1,493,391			1,521,204
Effect of dilutive restricted stock units		-			-			-			-
Diluted		1,498,131			1,529,521			1,493,391			1,521,204
Net loss attributable to BBGI stockholders per Class A and Class B common share – basic and diluted(1)	$	(45.08	)	$	(2.33	)	$	(54.58	)	$	(2.52	)

(1)

Weighted-average shares outstanding used in the computation of basic and diluted Net loss attributable to BBGI stockholders per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.

The Company excluded the effect of restrictive stock units and restricted stock under the treasury stock method when reporting a net loss as the addition of shares was anti-dilutive. As a result, the Company excluded 3,807 shares and 18,379 shares for the three months ended September 30, 2023 and 2024, respectively, and 4,166 shares and 23,588 shares for the nine months ended September 30, 2023 and 2024, respectively.

(13)

Financial Instruments

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

The estimated fair value of the Existing Notes, based on available market information, was $173.2 million and $158.4 million as of December 31, 2023 and September 30, 2024, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Existing Notes.

(14)

Segment Information

The Company currently operates two operating and reportable segments (Audio and Digital). The Company also operated an
esports segment until December 13, 2023. The identification of segments is consistent with how the segments report to and are
managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker). The Audio segment generates
revenue primarily from the sale of commercial advertising to customers of the Company’s stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ,
Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. The Digital segment generates revenue primarily
from the sale of digital advertising to customers of the Company’s stations and other advertisers throughout the United States.
Corporate expenses includes general and administrative expenses and certain other income and expense items not allocated to the
operating segments. Non-operating corporate items, including interest expense and income taxes, are reported in the accompanying
condensed consolidated statements of net loss.

Reportable segment information for the three months ended September 30, 2024 is as follows:


	Audio		Digital			Corporate			Total
Net revenue	$	46,889,920	$	11,300,196		$	-		$	58,190,116
Operating expenses		39,516,786		10,429,347			-			49,946,133
Corporate expenses		-		-			4,296,615			4,296,615
Depreciation and amortization		1,566,575		36,801			184,750			1,788,126
Goodwill impairment losses		-		922,000			-			922,000
Operating income (loss)	$	5,806,559	$	(87,952	)	$	(4,481,365	)	$	1,237,242

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


	Audio		Digital			Corporate		Total
Capital expenditures	$	417,497	$	(8,925	)	$	233,617	$	642,189

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


	Audio			Digital		Other			Corporate			Total
Net revenue	$	48,332,715		$	11,177,881	$	609,161		$	-		$	60,119,757
Operating expenses		38,932,340			10,110,593		1,074,111			-			50,117,044
Corporate expenses		-			-		-			4,493,277			4,493,277
Depreciation and amortization		1,741,376			47,397		199,979			212,912			2,201,664
FCC licenses impairment losses		78,204,065			-		-			-			78,204,065
Goodwill impairment losses		10,582,360			-		-			-			10,582,360
Operating income (loss)	$	(81,127,426	)	$	1,019,891	$	(664,929	)	$	(4,706,189	)	$	(85,478,653	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	1,026,120	$	1,594	$	-	$	16,817	$	1,044,531

Reportable segment information for the nine months ended September 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	137,748,127	$	35,257,992	$	-		$	173,006,119
Operating expenses		117,418,596		31,116,328		-			148,534,924
Corporate expenses		-		-		12,584,218			12,584,218
Depreciation and amortization		4,757,501		141,680		556,441			5,455,622
Goodwill impairment losses		-		922,000		-			922,000
Operating income (loss)	$	15,572,030	$	3,077,984	$	(13,140,659	)	$	5,509,355


	Audio		Digital		Corporate		Total
Capital expenditures	$	2,080,587	$	-	$	546,453	$	2,627,040

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


	Audio			Digital		Other			Corporate			Total
Net revenue	$	146,198,774		$	33,455,935	$	1,705,891		$	-		$	181,360,600
Operating expenses		118,200,967			30,804,774		3,092,520			-			152,098,261
Corporate expenses		-			-		-			13,381,403			13,381,403
Depreciation and amortization		5,253,581			141,364		595,746			636,283			6,626,974
FCC licenses impairment losses		88,245,065			-		-			-			88,245,065
Goodwill impairment losses		10,582,360			-		-			-			10,582,360
Operating income (loss)	$	(76,083,199	)	$	2,509,797	$	(1,982,375	)	$	(14,017,686	)	$	(89,573,463	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	2,975,897	$	13,184	$	25,534	$	46,101	$	3,060,716

Reportable segment information as of September 30, 2024 is as follows:


	Audio		Digital		Corporate		Total
Property and equipment, net	$	45,725,915	$	71,162	$	2,971,064	$	48,768,141
FCC licenses		393,006,900		-		-		393,006,900
Other intangibles, net		1,608,090		351,160		179,663		2,138,913

Reportable segment information as of December 31, 2023 is as follows:

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


	Audio		Digital		Other		Corporate		Total
Property and equipment, net	$	48,324,618	$	95,003	$	74,081	$	2,981,052	$	51,474,754
FCC licenses		393,006,900		-		-		-		393,006,900
Goodwill		-		922,000		-		-		922,000
Other intangibles, net		1,707,909		834,836		-		179,663		2,722,408

(15)

Reverse Stock Split

On September 23, 2024, the Company effected the Reverse Stock Split. 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. 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. 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. 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.

In addition, consistent with the terms of 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. 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. All share and share-related information presented in the condensed consolidated financial statements, for all periods presented, has been retroactively adjusted to reflect the decreased number of shares resulting from the Reverse Stock Split.

(16)

Subsequent Events

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, and certain other of the Company’s subsidiaries, completed: (i) the exchange (the “Exchange Offer”) of $194.7 million aggregate principal amount of the Existing Notes (representing 72.9% of the aggregate principal amount outstanding of the Existing Notes) for (a) $184.9 million aggregate principal amount of the Issuer’s newly issued 9.200% Senior Secured Second Lien Notes due August 1, 2028 (the “Exchange Notes”) at an exchange ratio of 95.0% of the aggregate principal amount of the Existing Notes tendered for exchange, (b) 179,384 shares of Class A Common Stock of the Company, based upon pro rata ownership of the Exchange Notes issued by the Issuer, and (c) certain cash payments aggregating approximately $1.0 million, (ii) the purchase of $68.0 million aggregate principal amount of the Existing Notes at a purchase price of 62.5% plus accrued and unpaid interest (such offer, the “Tender Offer”) and (iii) the issuance by the Issuer of $30.9 million aggregate principal amount of 11.000% Senior Secured First Lien notes due 2028 (the “New Notes,” and such offering, the “New Notes Offer”) to holders of Existing Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the New Notes not otherwise subscribed for. The Company received requisite consents from holders of Existing Notes to (a) adopt certain amendments (the “Proposed Amendments”) to the Existing Notes Indenture and the related security documents and (b) execute a supplemental indenture (the “Supplemental Indenture”) to the Existing Notes Indenture and each relevant ancillary document effecting the Proposed Amendments. The Company used the proceeds from the New Notes Offer of $30.0 million to fund, in part, the purchase of Existing Notes tendered in the Tender Offer.

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

make distributions in respect of our capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.

On the Settlement Date, the Issuer also entered into the Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Existing Notes Indenture. On the Settlement Date, the Company entered into a common stock purchase agreement for the issuance and sale of 56,864 shares of Class A Common Stock of the Company to Beasley Family Towers, LLC at an offering price of approximately $12.31 per share, for gross proceeds of $700,000. The Company used the net proceeds to fund a portion of the cash payment made to the exchanging holders in the Exchange Offer, and for other corporate purposes.

As of September 30, 2024, the Company has incurred approximately $3.5 million in debt restructuring costs which are currently recorded in other assets on the balance sheet. These costs primarily consist of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring. The Company is currently evaluating the appropriate accounting treatment for these costs and expects to complete its analysis during the fourth quarter of 2024. Based on the outcome of this evaluation, a portion of these costs may be reclassified from other assets to debt issuance costs, or expensed in the fourth quarter of 2024.

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

General

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

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”). 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. 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. 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. 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.

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. 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. 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. All statements other than statements of historical fact included in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.

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

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

•

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;

•

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 Securities and Exchange Commission.

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

Financial Statement Presentation

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

Net Revenue. Our net revenue is primarily derived from the sale of commercial spots to advertisers directly or through national, regional or local advertising agencies. Revenues are reported at the amount we expect to be entitled to receive under the contract. Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a station’s local market, either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of commercial

advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

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

•

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

•

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

•

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

•

the size of the market.

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

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

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

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

Critical Accounting Estimates

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

•

it involves a significant level of estimation uncertainty; and

•

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

Our critical accounting estimates are described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no additional material changes to our critical accounting estimates during the nine months ended September 30, 2024.

Recent Accounting Pronouncements

Recent accounting pronouncements are described in Note 2 to the accompanying condensed consolidated financial statements.

Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

The following summary table presents a comparison of our results of operations for the three months ended September 30, 2023 and 2024, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed

consolidated financial statements included in Part I, Item 1 of this report.

Results of Operations - Consolidated


	Three Months Ended September 30,				Change
	2023		2024		$			%
Net revenue	$	60,119,757	$	58,190,116	$	(1,929,641	)		(3.2	)%
Operating expenses		50,117,044		49,946,133		(170,911	)		(0.3	)%
Corporate expenses		4,493,277		4,296,615		(196,662	)		(4.4	)%
FCC licenses impairment losses		78,204,065		-		(78,204,065	)		(100.0	)%
Goodwill impairment losses		10,582,360		922,000		(9,660,360	)		(91.3	)%
Interest expense		6,445,746		6,092,820		(352,926	)		(5.5	)%
Income tax benefit		23,299,388		1,309,803		(21,989,585	)		(94.4	)%
Net loss		67,536,837		3,560,575		(63,976,262	)		(94.7	)%

Results of Operations - Segments


	Three Months Ended September 30,				Change
	2023		2024		$			%
Net revenue
Audio	$	48,332,715	$	46,889,920	$	(1,442,795	)		(3.0	)%
Digital		11,177,881		11,300,196		122,315			1.1	%
Other		609,161		-		(609,161	)		(100.0	)%
	$	60,119,757	$	58,190,116	$	(1,929,641	)		(3.2	)%
Operating expenses
Audio	$	38,932,340	$	39,516,786	$	584,446			1.5	%
Digital		10,110,593		10,429,347		318,754			3.2	%
Other		1,074,111		-		(1,074,111	)		(100.0	)%
	$	50,117,044	$	49,946,133	$	(170,911	)		(0.3	)%

Net Revenue. Net revenue decreased $1.9 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Audio revenue decreased $1.4 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 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 revenue during the three months ended September 30, 2024 was comparable to the three months ended September 30, 2023. Other revenue decreased $0.6 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, due to the termination of our esports operations in December 2023.

Operating Expenses. Operating expenses decreased $0.2 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Audio operating expenses increased $0.6 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in compensation expense related to workforce reductions, partially offset by the disposition of WJBR-FM in Wilmington, DE in October 2023. Digital operating expenses during the three months ended September 30, 2024 were comparable to the three months ended September 30, 2023. Other operating expenses decreased $1.1 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, due to the termination of our esports operations in December 2023.

Corporate Expenses. Corporate expenses decreased $0.2 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in digital expenses allocated to operating expenses, partially offset by an increase in contract services.

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

Interest Expense. Interest expense decreased $0.4 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 due to repurchases of the Existing Notes throughout 2023.

Income Tax Benefit. Our effective tax rate was approximately (26)% and (27)% for the three months ended September 30, 2023 and 2024, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the three months ended September 30, 2024 was $3.6 million compared to a net loss of $67.5 million for the three months ended September 30, 2023, as a result of the factors described above.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

The following summary table presents a comparison of our results of operations for the nine months ended September 30, 2023 and 2024, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Item 1 of this report.

Results of Operations - Consolidated


	Nine Months Ended September 30,				Change
	2023		2024		$			%
Net revenue	$	181,360,600	$	173,006,119	$	(8,354,481	)		(4.6	)%
Operating expenses		152,098,261		148,534,924		(3,563,337	)		(2.3	)%
Corporate expenses		13,381,403		12,584,218		(797,185	)		(6.0	)%
FCC licenses impairment losses		88,245,065		-		(88,245,065	)		(100.0	)%
Goodwill impairment losses		10,582,360		922,000		(9,660,360	)		(91.3	)%
Interest expense		19,764,067		17,772,957		(1,991,110	)		(10.1	)%
Gain on sale of investment		—		6,026,776		6,026,776			—
Income tax benefit		26,285,207		1,796,019		(24,489,188	)		(93.2	)%
Net loss		81,504,032		3,828,626		(77,675,406	)		(95.3	)%

Results of Operations - Segments


	Nine Months Ended September 30,				Change
	2023		2024		$			%
Net revenue
Audio	$	146,198,774	$	137,748,127	$	(8,450,647	)		(5.8	)%
Digital		33,455,935		35,257,992		1,802,057			5.4	%
Other		1,705,891		-		(1,705,891	)		(100.0	)%
	$	181,360,600	$	173,006,119	$	(8,354,481	)		(4.6	)%
Operating expenses
Audio	$	118,200,967	$	117,418,596	$	(782,371	)		(0.7	)%
Digital		30,804,774		31,116,328		311,554			1.0	%
Other		3,092,520		-		(3,092,520	)		(100.0	)%
	$	152,098,261	$	148,534,924	$	(3,563,337	)		(2.3	)%

Net Revenue. Net revenue decreased $8.4 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. Audio revenue decreased $8.5 million during the nine months ended September 30, 2024 as

compared to the nine months ended September 30, 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 revenue increased $1.8 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to continued growth in the digital segment. Other revenue decreased $1.7 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, due to the termination of our esports operations in December 2023.

Operating Expenses. Operating expenses decreased $3.6 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023. Audio operating expenses decreased $0.8 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to the disposition of WJBR-FM in Wilmington, DE in October 2023, partially offset by an increase in compensation expense related to workforce reductions. Digital operating expenses during the nine months ended September 30, 2024 were comparable to the nine months ended September 30, 2023. Other operating expenses decreased $3.1 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, due to the termination of our esports operations in December 2023.

Corporate Expenses. Corporate expenses decreased $0.8 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023, primarily due to an increase in digital expenses allocated to operating expenses, partially offset by an increase in compensation and contract services.

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

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

Interest Expense. Interest expense decreased $2.0 million during the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 due to repurchases of the Existing Notes throughout 2023.

Gain on Sale of Investment. On March 8, 2024, we received $6.0 million related to the sale of an investment in Broadcast Music,
Inc. and recorded a gain of $6.0 million.

Income Tax Benefit. Our effective tax rate was approximately (24)% and (32)% for the nine months ended September 30, 2023 and 2024, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the nine months ended September 30, 2024 was $3.8 million compared to a net loss of $81.5 million for the nine months ended September 30, 2023, as a result of the factors described above.

Liquidity and Capital Resources

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

Our board of directors has suspended future quarterly dividend payments until it is determined that resumption of dividend
payments is in the best interest of the Company’s stockholders. In addition, as discussed in “Secured Notes” below, the New Notes Indenture and Exchange Notes Indenture limit 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”). 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. 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.

In the second quarter of 2023, we 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.

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, and certain other of the Company’s subsidiaries, completed: (i) the exchange (the “Exchange Offer”) of $194.7 million aggregate principal amount of the Existing Notes (representing 72.9% of the aggregate principal amount outstanding of the Existing Notes) for (a) $184.9 million aggregate principal amount of the Issuer’s newly issued 9.200% Senior Secured Second Lien Notes due August 1, 2028 (the “Exchange Notes”) at an exchange ratio of 95.0% of the aggregate principal amount of the Existing Notes tendered for exchange, (b) 179,384 shares of Class A Common Stock of the Company, based upon pro rata ownership of the Exchange Notes issued by the Issuer, and (c) certain cash payments aggregating approximately $1.0 million, (ii) the purchase of $68.0 million aggregate principal amount of the Existing Notes at a purchase price of 62.5% plus accrued and unpaid interest (such offer, the “Tender Offer”) and (iii) the issuance by the Issuer of $30.9 million aggregate principal amount of 11.000% Senior Secured First Lien notes due 2028 (the “New Notes,” and such offering, the “New Notes Offer”) to holders of Existing Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the New Notes not otherwise subscribed for. The Company received requisite consents from holders of Existing Notes to (a) adopt certain amendments (the “Proposed Amendments”) to the Existing Notes Indenture and the related security documents and (b) execute a supplemental indenture (the “Supplemental Indenture”) to the Existing Notes Indenture and each relevant ancillary document effecting the Proposed Amendments. The Company used the proceeds from the New Notes Offer of &30.0 million to fund, in part, the purchase of Existing Notes tendered in the Tender Offer.

On the Settlement Date, the Issuer entered into (i) a new indenture (the “New Notes Indenture”) governing its New Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens and (ii) a new indenture (the “Exchange Notes Indenture”) governing its Exchange Notes, which are fully and unconditionally secured by liens on the Collateral on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Exchange Notes Indenture and New Notes Indenture. On the Settlement Date, the Issuer also entered into the Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Existing Notes Indenture. 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 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.

On the Settlement Date, the Company entered into a common stock purchase agreement for the issuance and sale of 56,864 shares of Class A Common Stock of the Company to Beasley Family Towers, LLC at an offering price of approximately $12.31 per share, for gross proceeds of $700,000. The Company used the net proceeds to fund a portion of the cash payment made to the exchanging holders in the Exchange Offer and for other corporate purposes.

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. We paid approximately $90,000 to repurchase 6,684 shares during the nine months ended September 30, 2024. From time to time, we may seek to repurchase, redeem or otherwise retire our Existing Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

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

•

internally generated cash flow;

•

additional borrowings or notes offerings, to the extent permitted under the Existing Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and

•

additional equity offerings.

We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next 12 months and thereafter. However, poor financial results or unanticipated expenses could give rise to default under the Existing Notes, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect, and we may not secure financing when needed or on acceptable terms.

Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of September 30, 2024.

Cash Flows. The following summary table presents a comparison of our cash flows for the nine months ended September 30, 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. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.


	Nine Months Ended September 30,
	2023			2024
Net cash used in operating activities	$	(5,004,885	)	$	(2,241,342	)
Net cash provided by (used in) investing activities		(2,810,716	)		3,399,736
Net cash used in financing activities		(2,053,588	)		(90,136	)
Net increase (decrease) in cash and cash equivalents	$	(9,869,189	)	$	1,068,258

Net Cash Used In Operating Activities. Net cash used in operating activities was $2.2 million during the nine months ended September 30, 2024, as compared to net cash used in operating activities of $5.0 million during the nine months ended September 30, 2023. The $2.8 million decrease in net cash used in operating activities was primarily due to an $11.5 million decrease in net cash paid for operating expenses, a $2.0 million decrease in interest payments, a $1.1 million decrease in cash paid for corporate expenses, and a $1.0 million decrease in income tax payments, partially offset by a $12.6 decrease in cash receipts from revenue.

Net Cash Provided By (Used In) Investing Activities. Net cash provided by investing activities was $3.4 million during the nine months ended September 30, 2024, as compared to net cash used in investing activities of $2.8 million during the nine months ended September 30, 2023. Net cash provided by investing activities during the nine months ended September 30, 2024 included proceeds of $6.0 million from the sale of an investment, partially offset by payments of $2.6 million for capital expenditures. Net cash used in investing activities for the same period in 2023 included payments of $3.1 million for capital expenditures.

Net Cash Used In Financing Activities. Net cash used in financing activities was approximately $90,000 during the nine months ended September 30, 2024, as compared to net cash used in financing activities of $2.1 million during the nine months ended September 30, 2023. Net cash used in financing activities during the nine months ended September 30, 2023 included payments on debt of $2.0 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

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

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

There have been no material changes to the risks affecting our Company as previously disclosed in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2023.

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

Repurchases of Equity Securities

The following table presents information with respect to purchases we made of our Common Stock during the three months ended September 30, 2024.


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
July 1 – 31, 2024		-	$	-		-		-
August 1 – 31, 2024		4,055	$	12.99		-		-
September 1 – 30, 2024		-	$	-		-		-
Total		4,055

On March 27, 2007, our board of directors approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”). The original 10-year term of the 2007 Plan ended on March 27, 2017. Our stockholders approved an amendment to the 2007 Plan at the Annual Meeting of Stockholders on June 8, 2017 to, among other things, extend the term of the 2007 Plan until March 27, 2027. The 2007 Plan permits us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units. All shares purchased during the three months ended September 30, 2024 were purchased to fund withholding taxes in connection with the vesting of restricted stock units.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1
trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS.


Exhibit Number		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Beasley Broadcast Group, Inc. (incorporated by reference to Exhibit 3.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed September 23, 2024).
10.1*		Amended and Restated Executive Employment Agreement by and between Beasley Broadcast Group, Inc. and Bruce G. Beasley, dated as of August 14, 2024 (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed August 14, 2024).
10.2*		Letter Agreement by and between Beasley Broadcast Group, Inc. and Caroline Beasley, dated as of August 14, 2024 (incorporated by reference to Exhibit 10.2 to Beasley Broadcast Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed August 14, 2024).
10.3*		Letter Agreement by and between Beasley Broadcast Group, Inc. and Brian E, Beasley, dated as of August 14, 2024 (incorporated by reference to Exhibit 10.3 to Beasley Broadcast Group, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed August 14, 2024).
10.4		Transaction Support Agreement, dated as of September 5, 2024, between Beasley Broadcast Group, Inc. and the Supporting Holders (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed September 6, 2024).
10.5*		Executive Employment Agreement dated as of October 23, 2024 between Beasley Broadcast Group, Inc. and Lauren Burrows Coleman (incorporated by reference to Exhibit 10.1 to Beasley Broadcast Group, Inc.’s Current Report on Form 8-K filed on October 25, 2024).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).
32.1**		Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.
32.2**		Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.
101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema With Embedded Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

** This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is
not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.

SIGNATURES

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


		BEASLEY BROADCAST GROUP, INC.

Dated: November 8, 2024		/s/ Caroline Beasley
		Name: Caroline Beasley
		Title: Chief Executive Officer (principal executive officer)

Dated: November 8, 2024		/s/ Lauren Burrows Coleman
		Name: Lauren Burrows Coleman
		Title: Chief Financial Officer (principal financial and accounting officer)

Exhibit 31.1

Certification of Chief Executive Officer

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

I, Caroline Beasley, certify that:

I have reviewed this quarterly report on Form 10-Q of Beasley Broadcast Group, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: November 8, 2024		/s/ Caroline Beasley
		Title: Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial Officer

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

I, Lauren Burrows Coleman, certify that:

I have reviewed this quarterly report on Form 10-Q of Beasley Broadcast Group, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: November 8, 2024		/s/ Lauren Burrows Coleman
		Title: Chief Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer

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

(i)

the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: November 8, 2024		/s/ Caroline Beasley
		Caroline Beasley
		Chief Executive Officer

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

Exhibit 32.2

Certification of Chief Financial Officer

(i)

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: November 8, 2024		/s/ Lauren Burrows Coleman
		Lauren Burrows Coleman
		Chief Financial Officer

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2024	Nov. 01, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Trading Symbol	BBGI
Entity Registrant Name	BEASLEY BROADCAST GROUP, INC.
Entity Central Index Key	0001099160
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Interactive Data Current	Yes
Entity Address, State or Province	FL
Entity Tax Identification Number	65-0960915
Entity Address, Address Line One	3033 Riviera Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Naples
Entity Address, Postal Zip Code	34103
City Area Code	239
Local Phone Number	263-5000
Security Exchange Name	NASDAQ
Title of 12(b) Security	Class A Common Stock, par value $0.001 per share
Entity File Number	000-29253
Entity Incorporation, State or Country Code	DE
Document Transition Report	false
Document Quarterly Report	true
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		938,690
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		833,137

Condensed Consolidated Balance Sheets - USD ($)

Sep. 30, 2024

Dec. 31, 2023

Current assets:

Cash and cash equivalents

$ 27,802,179

$ 26,733,921

Accounts receivable, less allowance for credit losses of $1,752,058 in 2023 and $1,540,801 in 2024

49,111,535

53,424,196

Prepaid expenses

8,734,475

4,338,503

Other current assets

1,927,173

2,150,163

Total current assets

87,575,362

86,646,783

Property and equipment, net

48,768,141

51,474,754

Operating lease right-of-use assets

31,348,246

34,767,126

FCC licenses

393,006,900

Goodwill

922,000

Other intangibles, net

2,138,913

2,722,408

Other assets

8,641,225

4,727,967

Total assets

571,478,787

574,267,938

Current liabilities:

Accounts payable

19,137,663

14,299,048

Operating lease liabilities

8,250,391

8,082,981

Other current liabilities

27,304,666

25,913,827

Total current liabilities

54,692,720

48,295,856

Long-term debt, net of unamortized debt issuance costs

265,209,926

264,203,010

Operating lease liabilities

29,669,724

33,440,246

Deferred tax liabilities

68,641,044

71,894,915

Total liabilities

425,645,656

425,289,303

Commitments and contingencies

Stockholders' equity:

Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued

Additional paid-in capital

153,567,083

152,794,353

Treasury stock, Class A Common Stock; 186,872 shares in 2023; 193,556 shares in 2024

^[1]

(29,329,315)

(29,239,179)

Retained earnings

21,214,300

25,042,926

Accumulated other comprehensive income

346,484

Total stockholders' equity

145,833,131

148,978,635

Total liabilities and stockholders' equity

571,478,787

574,267,938

Class A Common Stock [Member]

Stockholders' equity:

Common stock

17,917

17,389

Class B Common Stock [Member]

Stockholders' equity:

Common stock

16,662

Due to Related Parties [Member]

Current liabilities:

Other long-term liabilities

31,985

55,019

Nonrelated Party [Member]

Current liabilities:

Other long-term liabilities

$ 7,400,257

[1]	The shares of Class A and Class B Common Stock have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 1,540,801	$ 1,752,058
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Class A Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	895,998	869,569
Common stock, shares outstanding	702,442	682,697
Treasury stock, Class A common stock shares	193,556	186,872
Class B Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	833,137	833,137
Common stock, shares outstanding	833,137	833,137

Condensed Consolidated Statements of Net Loss - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Income Statement [Abstract]

Net revenue

$ 58,190,116

$ 60,119,757

$ 173,006,119

$ 181,360,600

Operating expenses:

Operating expenses

49,946,133

50,117,044

148,534,924

152,098,261

Corporate expenses

4,296,615

4,493,277

12,584,218

13,381,403

Depreciation and amortization

1,788,126

2,201,664

5,455,622

6,626,974

FCC licenses impairment losses

78,204,065

88,245,065

Goodwill impairment losses

922,000

10,582,360

922,000

10,582,360

Total operating expenses

56,952,874

145,598,410

167,496,764

270,934,063

Operating income (loss)

1,237,242

(85,478,653)

5,509,355

(89,573,463)

Non-operating income (expense):

Interest expense

(6,092,820)

(6,445,746)

(17,772,957)

(19,764,067)

Gain on sale of investment

6,026,776

Other income (expense), net

(75,120)

1,106,918

552,145

1,684,168

Loss before income taxes

(4,930,698)

(90,817,481)

(5,684,681)

(107,653,362)

Income tax benefit

(1,309,803)

(23,299,388)

(1,796,019)

(26,285,207)

Loss before equity in earnings of unconsolidated affiliates

(3,620,895)

(67,518,093)

(3,888,662)

(81,368,155)

Equity in earnings of unconsolidated affiliates, net of tax

60,320

(18,744)

60,036

(135,877)

Net loss

$ (3,560,575)

$ (67,536,837)

$ (3,828,626)

$ (81,504,032)

Net loss per Class A and Class B common share:

Basic

$ (2.33)

^[1]

$ (45.08)

^[1]

$ (2.52)

^[2]

$ (54.58)

^[2]

Diluted

$ (2.33)

^[1]

$ (45.08)

^[1]

$ (2.52)

^[2]

$ (54.58)

^[2]

Weighted average shares outstanding:

Basic

^[3]

1,529,521

^[1]

1,498,131

^[1]

1,521,204

^[2]

1,493,391

^[2]

Diluted

^[3]

1,529,521

^[1]

1,498,131

^[1]

1,521,204

^[2]

1,493,391

^[2]

[1]	Weighted-average shares outstanding used in the computation of basic and diluted Net loss per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.
[2]	Weighted-average shares outstanding used in the computation of basic and diluted Net loss per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.
[3]	Weighted-average shares outstanding used in the computation of basic and diluted Net loss attributable to BBGI stockholders per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.

Condensed Consolidated Statements of Net Loss (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Stock-based compensation			$ 773,258	$ 533,421
Station Operating Expenses [Member]
Stock-based compensation	$ 19,995	$ 37,041	55,912	109,261
Corporate General and Administrative Expenses [Member]
Stock-based compensation	$ 338,211	$ 140,773	$ 717,346	$ 424,160

Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net Income (Loss)	$ (67,536,837)	$ (3,828,626)	$ (81,504,032)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		773,258	533,421
Provision for credit losses		742,185	1,006,830
Depreciation and amortization	2,201,664	5,455,622	6,626,974
FCC licenses impairment losses	78,204,065		88,245,065
Goodwill impairment losses	10,582,360	922,000	10,582,360
Amortization of loan fees		1,006,916	1,097,214
Gain on sale of investment		(6,026,776)
Gain on repurchases of long-term debt			(973,208)
Deferred income taxes		(3,253,871)	(26,977,992)
Equity in earnings of unconsolidated affiliates	18,744	(60,036)	135,877
Change in operating assets and liabilities:
Accounts receivable		3,570,476	7,989,945
Prepaid expenses		(4,395,972)	(5,558,093)
Other assets		(3,939,082)	2,572,946
Accounts payable		4,838,615	(3,964,866)
Other liabilities		1,120,813	(4,887,810)
Other operating activities		833,136	70,484
Net cash used in operating activities		(2,241,342)	(5,004,885)
Cash flows from investing activities:
Capital expenditures		(2,627,040)	(3,060,716)
Proceeds from dispositions			250,000
Proceeds from sale of investment		6,026,776
Net cash provided by (used in) investing activities		3,399,736	(2,810,716)
Cash flows from financing activities:
Payments on debt			(1,983,750)
Purchase of treasury stock		(90,136)	(69,838)
Net cash used in financing activities		(90,136)	(2,053,588)
Net increase (decrease) in cash and cash equivalents		1,068,258	(9,869,189)
Cash and cash equivalents at beginning of period		26,733,921	39,534,653
Cash and cash equivalents at end of period	$ 29,665,464	27,802,179	29,665,464
Cash paid for interest		23,028,749	24,946,655
Cash paid for income taxes		$ 351,975	$ 1,353,057

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (3,560,575)	$ (67,536,837)	$ (3,828,626)	$ (81,504,032)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Interim Financial Statements

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Interim Financial Statements

(1)

Interim Financial Statements

Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Recent Accounting Pronouncements

(2)

Recent Accounting Pronouncements

Proceeds from BMI Sale	9 Months Ended
Proceeds from BMI Sale	Sep. 30, 2024
Investments, All Other Investments [Abstract]
Proceeds from BMI Sale	(3) Proceeds from BMI Sale On March 8, 2024, the Company received $6.0 million related to the sale of an investment in Broadcast Music, Inc. ("BMI") and recorded a gain of $6.0 million. The gain on sale of investment is reported in the accompanying condensed consolidated statement of net loss for the nine months ended September 30, 2024. After the sale, the Company no longer holds an investment in BMI.

Disposition	9 Months Ended
Disposition	Sep. 30, 2024
Business Combinations [Abstract]
Disposition	(4) Disposition On September 11, 2023, the Company completed the sale of substantially all of the assets used in the operations of WWWE-AM in Atlanta, GA to a third party for $250,000 in cash.

FCC Licenses

9 Months Ended

Sep. 30, 2024

FCC Licenses [Abstract]

FCC Licenses

(5)

FCC Licenses


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%

Goodwill

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

(6)

Goodwill


Revenue growth rates		(9.3)% - 1.4%
Operating income margin		27.9%
Discount rate		10.0%

Long-Term Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Long-Term Debt

(7)

Long-Term Debt

Long-term debt is comprised of the following:


	December 31,			September 30,
	2023			2024
Secured notes	$	267,000,000		$	267,000,000
Less unamortized debt issuance costs		(2,796,990	)		(1,790,074	)
	$	264,203,010		$	265,209,926

Subsequent to quarter end, on October 8, 2024, the Company completed certain refinancing transactions related to the Existing Notes. See Note 16 for additional information.

Stockholders' Equity

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders' Equity

(8)

Stockholders’ Equity

The changes in stockholders’ equity are as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2024			2023			2024
Beginning balance	$	209,809,453		$	149,088,151		$	223,488,808		$	148,978,635
Stock-based compensation		177,814			358,206			533,421			773,258
Purchase of treasury stock		(2,071	)		(52,651	)		(69,838	)		(90,136	)
Net loss		(67,536,837	)		(3,560,575	)		(81,504,032	)		(3,828,626	)
Ending balance	$	142,448,359		$	145,833,131		$	142,448,359		$	145,833,131

Net Revenue

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Net Revenue

(9)

Net Revenue

Net revenue is comprised of the following:


	Three months ended September 30,				Nine months ended September 30,
	2023		2024		2023		2024
Audio	$	48,332,715	$	46,889,920	$	146,198,774	$	137,748,127
Digital		11,177,881		11,300,196		33,455,935		35,257,992
Other		609,161		-		1,705,891		-
	$	60,119,757	$	58,190,116	$	181,360,600	$	173,006,119


	December 31,		September 30,
	2023		2024
Deferred revenue	$	4,835,984	$	7,021,361


	December 31,		September 30,
	2023		2024
Trade sales receivable	$	1,417,692	$	1,108,842
Trade sales payable		481,471		544,231


	Three months ended September 30,				Nine months ended September 30,
	2023		2024		2023		2024
Trade sales revenue	$	1,441,228	$	1,680,660	$	4,288,722	$	4,156,738

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

(10)

Stock-Based Compensation

A summary of restricted stock unit activity is presented below:


	Units			Weighted-Average Grant-Date Fair Value
Unvested as of July 1, 2024		47,438		$	21.40
Granted		49,625			12.87
Vested		(16,667	)		13.68
Forfeited		(1,250	)		29.80
Unvested as of September 30, 2024		79,146		$	17.59

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

(11)

Income Taxes

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

(12)

Earnings Per Share

Earnings per share calculation information is as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2024			2023			2024
Net loss attributable to BBGI stockholders	$	(67,536,837	)	$	(3,560,575	)	$	(81,504,032	)	$	(3,828,626	)
Weighted-average shares outstanding(1):
Basic		1,498,131			1,529,521			1,493,391			1,521,204
Effect of dilutive restricted stock units		-			-			-			-
Diluted		1,498,131			1,529,521			1,493,391			1,521,204
Net loss attributable to BBGI stockholders per Class A and Class B common share – basic and diluted(1)	$	(45.08	)	$	(2.33	)	$	(54.58	)	$	(2.52	)

(1)

Financial Instruments

9 Months Ended

Sep. 30, 2024

Investments, All Other Investments [Abstract]

Financial Instruments

(13)

Financial Instruments

Segment Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Information

(14)

Segment Information

Reportable segment information for the three months ended September 30, 2024 is as follows:


	Audio		Digital			Corporate			Total
Net revenue	$	46,889,920	$	11,300,196		$	-		$	58,190,116
Operating expenses		39,516,786		10,429,347			-			49,946,133
Corporate expenses		-		-			4,296,615			4,296,615
Depreciation and amortization		1,566,575		36,801			184,750			1,788,126
Goodwill impairment losses		-		922,000			-			922,000
Operating income (loss)	$	5,806,559	$	(87,952	)	$	(4,481,365	)	$	1,237,242


	Audio		Digital			Corporate		Total
Capital expenditures	$	417,497	$	(8,925	)	$	233,617	$	642,189

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


	Audio			Digital		Other			Corporate			Total
Net revenue	$	48,332,715		$	11,177,881	$	609,161		$	-		$	60,119,757
Operating expenses		38,932,340			10,110,593		1,074,111			-			50,117,044
Corporate expenses		-			-		-			4,493,277			4,493,277
Depreciation and amortization		1,741,376			47,397		199,979			212,912			2,201,664
FCC licenses impairment losses		78,204,065			-		-			-			78,204,065
Goodwill impairment losses		10,582,360			-		-			-			10,582,360
Operating income (loss)	$	(81,127,426	)	$	1,019,891	$	(664,929	)	$	(4,706,189	)	$	(85,478,653	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	1,026,120	$	1,594	$	-	$	16,817	$	1,044,531

Reportable segment information for the nine months ended September 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	137,748,127	$	35,257,992	$	-		$	173,006,119
Operating expenses		117,418,596		31,116,328		-			148,534,924
Corporate expenses		-		-		12,584,218			12,584,218
Depreciation and amortization		4,757,501		141,680		556,441			5,455,622
Goodwill impairment losses		-		922,000		-			922,000
Operating income (loss)	$	15,572,030	$	3,077,984	$	(13,140,659	)	$	5,509,355


	Audio		Digital		Corporate		Total
Capital expenditures	$	2,080,587	$	-	$	546,453	$	2,627,040

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


	Audio			Digital		Other			Corporate			Total
Net revenue	$	146,198,774		$	33,455,935	$	1,705,891		$	-		$	181,360,600
Operating expenses		118,200,967			30,804,774		3,092,520			-			152,098,261
Corporate expenses		-			-		-			13,381,403			13,381,403
Depreciation and amortization		5,253,581			141,364		595,746			636,283			6,626,974
FCC licenses impairment losses		88,245,065			-		-			-			88,245,065
Goodwill impairment losses		10,582,360			-		-			-			10,582,360
Operating income (loss)	$	(76,083,199	)	$	2,509,797	$	(1,982,375	)	$	(14,017,686	)	$	(89,573,463	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	2,975,897	$	13,184	$	25,534	$	46,101	$	3,060,716

Reportable segment information as of September 30, 2024 is as follows:


	Audio		Digital		Corporate		Total
Property and equipment, net	$	45,725,915	$	71,162	$	2,971,064	$	48,768,141
FCC licenses		393,006,900		-		-		393,006,900
Other intangibles, net		1,608,090		351,160		179,663		2,138,913

Reportable segment information as of December 31, 2023 is as follows:


	Audio		Digital		Other		Corporate		Total
Property and equipment, net	$	48,324,618	$	95,003	$	74,081	$	2,981,052	$	51,474,754
FCC licenses		393,006,900		-		-		-		393,006,900
Goodwill		-		922,000		-		-		922,000
Other intangibles, net		1,707,909		834,836		-		179,663		2,722,408

Reverse Stock Split

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

Reverse Stock Split

(15)

Reverse Stock Split

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

(16)

Subsequent Events

FCC Licenses (Tables)

9 Months Ended

Sep. 30, 2024

FCC Licenses [Abstract]

Discounted Cash Flow Analyses

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


Revenue growth rates		(1.2)% - 1.8%
Market revenue shares at maturity		0.4% - 44.7%
Operating income margins at maturity		19.7% - 30.4%
Discount rate		10.0%

Goodwill (Tables)

9 Months Ended

Sep. 30, 2024

Philadelphia, PA Market Cluster

Goodwill [Line Items]

Summary of Key Assumptions Used in the Discounted Cash Flow Analyses

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


Revenue growth rates		(9.3)% - 1.4%
Operating income margin		27.9%
Discount rate		10.0%

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt is comprised of the following:


	December 31,			September 30,
	2023			2024
Secured notes	$	267,000,000		$	267,000,000
Less unamortized debt issuance costs		(2,796,990	)		(1,790,074	)
	$	264,203,010		$	265,209,926

Stockholders Equity (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of Changes in Stockholders Equity

The changes in stockholders’ equity are as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2024			2023			2024
Beginning balance	$	209,809,453		$	149,088,151		$	223,488,808		$	148,978,635
Stock-based compensation		177,814			358,206			533,421			773,258
Purchase of treasury stock		(2,071	)		(52,651	)		(69,838	)		(90,136	)
Net loss		(67,536,837	)		(3,560,575	)		(81,504,032	)		(3,828,626	)
Ending balance	$	142,448,359		$	145,833,131		$	142,448,359		$	145,833,131

Net Revenue (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Composition of Revenue

Net revenue is comprised of the following:


	Three months ended September 30,				Nine months ended September 30,
	2023		2024		2023		2024
Audio	$	48,332,715	$	46,889,920	$	146,198,774	$	137,748,127
Digital		11,177,881		11,300,196		33,455,935		35,257,992
Other		609,161		-		1,705,891		-
	$	60,119,757	$	58,190,116	$	181,360,600	$	173,006,119

Deferred Revenue


	December 31,		September 30,
	2023		2024
Deferred revenue	$	4,835,984	$	7,021,361

Trade Sale Revenue


	December 31,		September 30,
	2023		2024
Trade sales receivable	$	1,417,692	$	1,108,842
Trade sales payable		481,471		544,231


	Three months ended September 30,				Nine months ended September 30,
	2023		2024		2023		2024
Trade sales revenue	$	1,441,228	$	1,680,660	$	4,288,722	$	4,156,738

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Restricted Stock Units

A summary of restricted stock unit activity is presented below:


	Units			Weighted-Average Grant-Date Fair Value
Unvested as of July 1, 2024		47,438		$	21.40
Granted		49,625			12.87
Vested		(16,667	)		13.68
Forfeited		(1,250	)		29.80
Unvested as of September 30, 2024		79,146		$	17.59

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

Earnings per share calculation information is as follows:


	Three months ended September 30,						Nine months ended September 30,
	2023			2024			2023			2024
Net loss attributable to BBGI stockholders	$	(67,536,837	)	$	(3,560,575	)	$	(81,504,032	)	$	(3,828,626	)
Weighted-average shares outstanding(1):
Basic		1,498,131			1,529,521			1,493,391			1,521,204
Effect of dilutive restricted stock units		-			-			-			-
Diluted		1,498,131			1,529,521			1,493,391			1,521,204
Net loss attributable to BBGI stockholders per Class A and Class B common share – basic and diluted(1)	$	(45.08	)	$	(2.33	)	$	(54.58	)	$	(2.52	)

(1)

Segment Information (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Summary of reportable segment information

Reportable segment information for the three months ended September 30, 2024 is as follows:


	Audio		Digital			Corporate			Total
Net revenue	$	46,889,920	$	11,300,196		$	-		$	58,190,116
Operating expenses		39,516,786		10,429,347			-			49,946,133
Corporate expenses		-		-			4,296,615			4,296,615
Depreciation and amortization		1,566,575		36,801			184,750			1,788,126
Goodwill impairment losses		-		922,000			-			922,000
Operating income (loss)	$	5,806,559	$	(87,952	)	$	(4,481,365	)	$	1,237,242


	Audio		Digital			Corporate		Total
Capital expenditures	$	417,497	$	(8,925	)	$	233,617	$	642,189

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


	Audio			Digital		Other			Corporate			Total
Net revenue	$	48,332,715		$	11,177,881	$	609,161		$	-		$	60,119,757
Operating expenses		38,932,340			10,110,593		1,074,111			-			50,117,044
Corporate expenses		-			-		-			4,493,277			4,493,277
Depreciation and amortization		1,741,376			47,397		199,979			212,912			2,201,664
FCC licenses impairment losses		78,204,065			-		-			-			78,204,065
Goodwill impairment losses		10,582,360			-		-			-			10,582,360
Operating income (loss)	$	(81,127,426	)	$	1,019,891	$	(664,929	)	$	(4,706,189	)	$	(85,478,653	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	1,026,120	$	1,594	$	-	$	16,817	$	1,044,531

Reportable segment information for the nine months ended September 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	137,748,127	$	35,257,992	$	-		$	173,006,119
Operating expenses		117,418,596		31,116,328		-			148,534,924
Corporate expenses		-		-		12,584,218			12,584,218
Depreciation and amortization		4,757,501		141,680		556,441			5,455,622
Goodwill impairment losses		-		922,000		-			922,000
Operating income (loss)	$	15,572,030	$	3,077,984	$	(13,140,659	)	$	5,509,355


	Audio		Digital		Corporate		Total
Capital expenditures	$	2,080,587	$	-	$	546,453	$	2,627,040

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


	Audio			Digital		Other			Corporate			Total
Net revenue	$	146,198,774		$	33,455,935	$	1,705,891		$	-		$	181,360,600
Operating expenses		118,200,967			30,804,774		3,092,520			-			152,098,261
Corporate expenses		-			-		-			13,381,403			13,381,403
Depreciation and amortization		5,253,581			141,364		595,746			636,283			6,626,974
FCC licenses impairment losses		88,245,065			-		-			-			88,245,065
Goodwill impairment losses		10,582,360			-		-			-			10,582,360
Operating income (loss)	$	(76,083,199	)	$	2,509,797	$	(1,982,375	)	$	(14,017,686	)	$	(89,573,463	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	2,975,897	$	13,184	$	25,534	$	46,101	$	3,060,716

Reportable segment information as of September 30, 2024 is as follows:


	Audio		Digital		Corporate		Total
Property and equipment, net	$	45,725,915	$	71,162	$	2,971,064	$	48,768,141
FCC licenses		393,006,900		-		-		393,006,900
Other intangibles, net		1,608,090		351,160		179,663		2,138,913

Reportable segment information as of December 31, 2023 is as follows:


	Audio		Digital		Other		Corporate		Total
Property and equipment, net	$	48,324,618	$	95,003	$	74,081	$	2,981,052	$	51,474,754
FCC licenses		393,006,900		-		-		-		393,006,900
Goodwill		-		922,000		-		-		922,000
Other intangibles, net		1,707,909		834,836		-		179,663		2,722,408

Interim Financial Statements - Additional Information (Details)	Sep. 23, 2024
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse stock split	1-for-20
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse stock split, conversion ratio	0.05
Common Class B [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Reverse stock split, conversion ratio	0.05

Proceeds from BMI Sale - Additional Information (Details) - USD ($)		9 Months Ended
	Mar. 08, 2024	Sep. 30, 2024
Net Investment Income [Line Items]
Gain on sale of investment		$ 6,026,776
Broadcast Music, Inc. [Member]
Net Investment Income [Line Items]
Proceeds from sale of investments	$ 6,000,000
Gain on sale of investment	$ 6,000,000

Summary of Significant Accounting Policies - Summary of Credit Losses on Accounts Receivable (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Allowance for Credit Loss [Abstract]
Provision for credit losses	$ 742,185	$ 1,006,830

Disposition - Additional Information (Detail) - USD ($)		9 Months Ended
Disposition - Additional Information (Detail) - USD ($)	Sep. 11, 2024	Sep. 30, 2023
Business Acquisition [Line Items]
Proceeds from dispositions		$ 250,000
Atlanta, GA \| WWWE-AM
Business Acquisition [Line Items]
Proceeds from dispositions	$ 250,000

FCC Licenses - Summary of Discounted Cash Flow Analyses (Details)	9 Months Ended
	Sep. 30, 2024
Measurement Input, Discount Rate [Member]
Fair Value Inputs Asset Quantitative Information [Line Items]
Revenue growth rates	10.00%
Minimum [Member]
Fair Value Inputs Asset Quantitative Information [Line Items]
Market Revenue Shares at Maturity	0.40%
Operating income margins at maturity	19.70%
Minimum [Member] \| Measurement Input, Long-Term Revenue Growth Rate [Member]
Fair Value Inputs Asset Quantitative Information [Line Items]
Revenue growth rates	(1.20%)
Maximum [Member]
Fair Value Inputs Asset Quantitative Information [Line Items]
Market Revenue Shares at Maturity	44.70%
Operating income margins at maturity	30.40%
Maximum [Member] \| Measurement Input, Long-Term Revenue Growth Rate [Member]
Fair Value Inputs Asset Quantitative Information [Line Items]
Revenue growth rates	1.80%

FCC Licenses - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023
FCC Licenses [Line Items]
Impairment of intangible assets indefinite lived excluding goodwill	$ 78,204,065		$ 88,245,065
Licensing Agreements [Member]
FCC Licenses [Line Items]
Impairment of intangible assets indefinite lived excluding goodwill	$ 78,200,000
WJBR-FM in Wilmington DE [Member] \| Licensing Agreements [Member]
FCC Licenses [Line Items]
Impairment of intangible assets indefinite lived excluding goodwill		$ 10,000,000

Goodwill - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
Goodwill - Additional Information (Detail) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill [Line Items]
Goodwill impairment losses	$ 922,000	$ 10,582,360	$ 922,000	$ 10,582,360
Philadelphia, PA Market Cluster
Goodwill [Line Items]
Goodwill impairment losses		$ 10,600,000

Goodwill - Summary of Key Assumptions Used in the Discounted Cash Flow Analyses (Detail)	9 Months Ended
	Sep. 30, 2024
Measurement Input Discount Rate
Goodwill [Line Items]
Revenue growth rates	10.00%
Minimum [Member]
Goodwill [Line Items]
Operating income margins	19.70%
Minimum [Member] \| Measurement Input, Long-term Revenue Growth Rate [Member]
Goodwill [Line Items]
Revenue growth rates	(1.20%)
Maximum [Member]
Goodwill [Line Items]
Operating income margins	30.40%
Maximum [Member] \| Measurement Input, Long-term Revenue Growth Rate [Member]
Goodwill [Line Items]
Revenue growth rates	1.80%
Philadelphia, PA Market Cluster \| Goodwill [Member]
Goodwill [Line Items]
Operating income margins	27.90%
Philadelphia, PA Market Cluster \| Goodwill [Member] \| Measurement Input Discount Rate
Goodwill [Line Items]
Revenue growth rates	10.00%
Philadelphia, PA Market Cluster \| Minimum [Member] \| Goodwill [Member] \| Measurement Input, Long-term Revenue Growth Rate [Member]
Goodwill [Line Items]
Revenue growth rates	(9.30%)
Philadelphia, PA Market Cluster \| Maximum [Member] \| Goodwill [Member] \| Measurement Input, Long-term Revenue Growth Rate [Member]
Goodwill [Line Items]
Revenue growth rates	1.40%

Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Less unamortized debt issuance costs	$ (1,790,074)	$ (2,796,990)
Long-term debt	265,209,926	264,203,010
Secured Notes [Member]
Line of Credit Facility [Line Items]
Secured notes	$ 267,000,000	$ 267,000,000

Long-Term Debt - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Jun. 30, 2023	Sep. 30, 2023	Feb. 02, 2021
Long-Term Debt [Line Items]
Gain on repurchase of debt		$ 973,208
Promissory Note [Member]
Long-Term Debt [Line Items]
Debt instrument, repurchased amount	$ 3,000,000
Debt instrument, redeemed percentage	66.00%
Gain on repurchase of debt	$ 1,000,000
8.625% senior secured notes due on February 1, 2026
Long-Term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			8.625%
Debt instrument face value			$ 300,000,000

Stockholders' Equity - Schedule of Changes in Stockholders Equity (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Beginning balance	$ 149,088,151	$ 209,809,453	$ 148,978,635	$ 223,488,808
Stock-based compensation	358,206	177,814	773,258	533,421
Purchase of treasury stock	(52,651)	(2,071)	(90,136)	(69,838)
Net Income (Loss)	(3,560,575)	(67,536,837)	(3,828,626)	(81,504,032)
Ending balance	$ 145,833,131	$ 142,448,359	$ 145,833,131	$ 142,448,359

Net Revenue - Composition of Revenue (Detail) - USD ($)	3 Months Ended		9 Months Ended
Net Revenue - Composition of Revenue (Detail) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Net revenue	$ 58,190,116	$ 60,119,757	$ 173,006,119	$ 181,360,600
Audio [Member]
Disaggregation of Revenue [Line Items]
Net revenue	46,889,920	48,332,715	137,748,127	146,198,774
Digital [Member]
Disaggregation of Revenue [Line Items]
Net revenue	$ 11,300,196	11,177,881	$ 35,257,992	33,455,935
Other [Member]
Disaggregation of Revenue [Line Items]
Net revenue		$ 609,161		$ 1,705,891

Net Revenue - Deferred Revenue (Detail) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 7,021,361	$ 4,835,984

Net Revenue - Trade Sale Revenue (Detail) - USD ($)	3 Months Ended		9 Months Ended
Net Revenue - Trade Sale Revenue (Detail) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Trade sales receivable	$ 1,108,842		$ 1,108,842		$ 1,417,692
Trade sales payable	544,231		544,231		$ 481,471
Trade sales revenue	$ 1,680,660	$ 1,441,228	$ 4,156,738	$ 4,288,722

Stock-Based Compensation - Additional Information (Detail) - 2007 Plan [Member] $ in Millions	9 Months Ended
	Sep. 30, 2024 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost for restricted stock granted \| $	$ 0.8
Cost expected to be recognized over a weighted-average period	2 years 1 month 6 days
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units and restricted stock awards, vest, period	1 year
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units and restricted stock awards, vest, period	5 years
Class A Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized \| shares	375,000

Stock-Based Compensation - Restricted Stock Units (Detail) - 2007 Plan [Member] - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Sep. 30, 2024 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested Shares, Beginning Balance \| shares	47,438
Granted, Shares \| shares	49,625
Vested, Shares \| shares	(16,667)
Forfeited, Shares \| shares	(1,250)
Unvested Shares, Ending Balance \| shares	79,146
Unvested, Weighted-Average Grant-Date Fair Value, Beginning Balance \| $ / shares	$ 21.4
Granted, Weighted-Average Grant-Date Fair Value \| $ / shares	12.87
Vested, Weighted-Average Grant-Date Fair Value \| $ / shares	13.68
Forfeited, Weighted-Average Grant-Date Fair Value \| $ / shares	29.8
Unvested, Weighted-Average Grant-Date Fair Value, Ending Balance \| $ / shares	$ 17.59

Income Taxes - Additional Information (Detail)	3 Months Ended		9 Months Ended
Income Taxes - Additional Information (Detail)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Federal statutory rate			21.00%
Effective tax rate	(27.00%)	(26.00%)	(32.00%)	(24.00%)

Earnings Per Share - Schedule of Earnings Per Share (Detail) - USD ($)

3 Months Ended

9 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Sep. 30, 2023

Earnings Per Share [Abstract]

Net loss attributable to BBGI stockholders

$ (3,560,575)

$ (67,536,837)

$ (3,828,626)

$ (81,504,032)

Weighted-average shares outstanding:

Basic

^[1]

1,529,521

^[2]

1,498,131

^[2]

1,521,204

^[3]

1,493,391

^[3]

Effect of dilutive restricted stock units

^[1]

Diluted

^[1]

1,529,521

^[2]

1,498,131

^[2]

1,521,204

^[3]

1,493,391

^[3]

Net loss attributable to BBGI stockholders per Class A and Class B common share - basic

$ (2.33)

^[2]

$ (45.08)

^[2]

$ (2.52)

^[3]

$ (54.58)

^[3]

Net loss attributable to BBGI stockholders per Class A and Class B common share - diluted

$ (2.33)

^[2]

$ (45.08)

^[2]

$ (2.52)

^[3]

$ (54.58)

^[3]

[1]	Weighted-average shares outstanding used in the computation of basic and diluted Net loss attributable to BBGI stockholders per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.
[2]	Weighted-average shares outstanding used in the computation of basic and diluted Net loss per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.
[3]	Weighted-average shares outstanding used in the computation of basic and diluted Net loss per Class A and Class B common share have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024. See Note 15 for additional information.

Earnings Per Share - Schedule of Earnings Per Share (Parenthetical) (Details)	Sep. 23, 2024
Earnings Per Share [Abstract]
Reverse stock split	1-for-20

Earnings Per Share - Additional information (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share	18,379	3,807	23,588	4,166

Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 2 [Member]
Fair Value Of Financial Instruments [Line Items]
Long-term debt	$ 158.4	$ 173.2

Segment Information - Summary of Reportable Segment Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Net revenue	$ 58,190,116	$ 60,119,757	$ 173,006,119	$ 181,360,600
Operating expenses	49,946,133	50,117,044	148,534,924	152,098,261
Corporate expenses	4,296,615	4,493,277	12,584,218	13,381,403
Depreciation and amortization	1,788,126	2,201,664	5,455,622	6,626,974
FCC licenses impairment losses		78,204,065		88,245,065
Goodwill impairment losses	922,000	10,582,360	922,000	10,582,360
Operating income (loss)	1,237,242	(85,478,653)	5,509,355	(89,573,463)
Capital expenditures	642,189	1,044,531	2,627,040	3,060,716
Property and equipment, net	48,768,141		48,768,141		$ 51,474,754
FCC licenses	393,006,900		393,006,900		393,006,900
Goodwill					922,000
Other intangibles, net	2,138,913		2,138,913		2,722,408
Audio [Member]
Segment Reporting Information [Line Items]
Net revenue	46,889,920	48,332,715	137,748,127	146,198,774
Operating expenses	39,516,786	38,932,340	117,418,596	118,200,967
Depreciation and amortization	1,566,575	1,741,376	4,757,501	5,253,581
FCC licenses impairment losses		78,204,065		88,245,065
Goodwill impairment losses		10,582,360		10,582,360
Operating income (loss)	5,806,559	(81,127,426)	15,572,030	(76,083,199)
Capital expenditures	417,497	1,026,120	2,080,587	2,975,897
Property and equipment, net	45,725,915		45,725,915		48,324,618
FCC licenses	393,006,900		393,006,900		393,006,900
Other intangibles, net	1,608,090		1,608,090		1,707,909
Digital [Member]
Segment Reporting Information [Line Items]
Net revenue	11,300,196	11,177,881	35,257,992	33,455,935
Operating expenses	10,429,347	10,110,593	31,116,328	30,804,774
Depreciation and amortization	36,801	47,397	141,680	141,364
Goodwill impairment losses	922,000		922,000
Operating income (loss)	(87,952)	1,019,891	3,077,984	2,509,797
Capital expenditures	(8,925)	1,594		13,184
Property and equipment, net	71,162		71,162		95,003
Goodwill					922,000
Other intangibles, net	351,160		351,160		834,836
Other [Member]
Segment Reporting Information [Line Items]
Net revenue		609,161		1,705,891
Operating expenses		1,074,111		3,092,520
Depreciation and amortization		199,979		595,746
Operating income (loss)		(664,929)		(1,982,375)
Capital expenditures				25,534
Property and equipment, net					74,081
Corporate [Member]
Segment Reporting Information [Line Items]
Corporate expenses	4,296,615	4,493,277	12,584,218	13,381,403
Depreciation and amortization	184,750	212,912	556,441	636,283
Operating income (loss)	(4,481,365)	(4,706,189)	(13,140,659)	(14,017,686)
Capital expenditures	233,617	$ 16,817	546,453	$ 46,101
Property and equipment, net	2,971,064		2,971,064		2,981,052
Other intangibles, net	$ 179,663		$ 179,663		$ 179,663

Reverse Stock Split - Additional Information (Details)	Sep. 23, 2024 $ / shares	Sep. 30, 2024 $ / shares	Dec. 31, 2023 $ / shares
Class A Common Stock [Member]
Stockholders' Equity [Line Items]
Reverse stock split, conversion ratio	0.05
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Class B Common Stock [Member]
Stockholders' Equity [Line Items]
Reverse stock split, conversion ratio	0.05
Common stock, par value	$ 0.001	$ 0.001	$ 0.001

Subsequent Events - Additional Information (Details) - USD ($)		3 Months Ended
	Oct. 08, 2024	Jun. 30, 2023	Sep. 30, 2024
Subsequent Event [Line Items]
Proceeds from the new notes	$ 30,000,000
Debt restructuring costs			$ 3,500,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt conversion, payment for converting instrument	1,000,000
Promissory Note [Member]
Subsequent Event [Line Items]
Debt instrument, redeemed percentage		66.00%
Promissory Note [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument face value	$ 194,700,000
Debt instrument, redeemed percentage	72.90%
Debt instrument, repurchase amount	$ 68,000,000
Debt instrument, purchase price, percentage	62.50%
Class A Common Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Shares issued upon conversion of principal amount of existing notes	179,384
9.200% Senior Secured Second Lien Notes due on August 1, 2028 \| Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument face value	$ 184,900,000
Debt instrument, interest rate, stated percentage	9.20%
Debt conversion, converted instrument, rate	95.00%
11.000% Senior Secured First Lien notes due 2028 \| Subsequent Event [Member]
Subsequent Event [Line Items]
Debt instrument face value	$ 30,900,000
Debt instrument, interest rate, stated percentage	11.00%
Stock Purchase Agreement [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Proceeds from issuance of common stock	$ 700,000
Stock Purchase Agreement [Member] \| Class A Common Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Share issued	56,864
Shares issued price per share	$ 12.31

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