0001099160false00010991602024-05-082024-05-08

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 08, 2024

 

 

BEASLEY BROADCAST GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-29253

65-0960915

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

3033 Riviera Drive, Suite 200

 

Naples, Florida

 

34103

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 239 263-5000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

 

BBGI

 

Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

 


Item 2.02 Results of Operations and Financial Condition.

On May 8, 2024, Beasley Broadcast Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Press Release dated May 8, 2024 issued by Beasley Broadcast Group, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


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 hereunto duly authorized.

 

 

 

BEASLEY BROADCAST GROUP, INC.

 

 

 

 

Date:

 May 8, 2024

By:

/s/ Marie Tedesco

 

 

 

Marie Tedesco
Chief Financial Officer

 


Exhibit 99.1

img101118723_0.jpg 

Conference Call and Webcast

Today, May 8, 2024 at 11:00 a.m. ET

877-407-4018 or 201-689-8471, conference ID 13746158 or

www.bbgi.com

Replay information provided below

 

CONTACT:

 

B. Caroline Beasley

Joseph Jaffoni, Jennifer Neuman

Chief Executive Officer

JCIR

Beasley Broadcast Group, Inc.

212/835-8500 or bbgi@jcir.com

239/263-5000 or ir@bbgi.com

 

 

BEASLEY BROADCAST GROUP REPORTS FIRST QUARTER REVENUE OF $54.4 MILLION

 

NAPLES, Florida, May 8, 2024 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“Beasley” or the “Company”), a multi-platform media company, today announced operating results for the three-month period ended March 31, 2024. For further information, the Company has posted a presentation to its website regarding the first quarter highlights and accomplishments that management will review on today’s conference call.

First Quarter Financial Highlights

 

In millions, except per share data

 

Three Months Ended
March 31,

 

 

2024

 

 

2023

 

Net revenue

 

$

54.4

 

 

$

57.8

 

Operating income (loss)

 

 

(1.1

)

 

 

0.4

 

Net income (loss) 1

 

 

 

 

 

(3.5

)

Net income (loss) per diluted share 1

 

$

 

 

$

(0.12

)

Adjusted EBITDA (non-GAAP)

 

 

0.7

 

 

 

2.6

 

 

1.
Net income (loss) and net income (loss) per diluted share in the three months ended March 31, 2024 include a $6.0 million gain on sale of an investment in Broadcast Music, Inc.

Net revenue during the three months ended March 31, 2024 decreased 5.9% to $54.4 million, primarily reflecting a year-over-year decline in audio advertising and other revenue due to Beasley’s Wilmington station and esports divestitures as well as ongoing softness in the commercial advertising business, partially offset by growth in digital and political advertising revenue.

Beasley reported an operating loss of $1.1 million in the first quarter of 2024 compared to operating income of $0.4 million in the first quarter of 2023, largely reflecting the year-over-year decrease in net revenue.

Beasley reported net income of approximately $8,000, or $0.00 per diluted share, in the three months ended March 31, 2024, compared to a net loss of $3.5 million, or $0.12 per diluted share, in the three months ended March 31, 2023. The year-over-year improvement was primarily due to the $6.0 million gain on sale of an investment in Broadcast Music, Inc. holdings and lower interest expense.

Adjusted EBITDA (a non-GAAP financial measure) was $0.7 million in the first quarter of 2024 compared to $2.6 million in the first quarter of 2023. The year-over-year decrease is primarily attributable to lower net revenue compared to the prior year period.

Please refer to the “Calculation of Adjusted EBITDA” and “Reconciliation of Net Income (Loss) to Adjusted EBITDA” tables at the end of this release.

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Beasley Broadcast Group, 5/8/24

 

page 2

 

Commenting on the financial results, Caroline Beasley, Chief Executive Officer, said, “Beasley continues to advance our core initiatives, which are focused on driving revenue and cash flow, including our digital transformation, revenue diversification and expense management initiatives. We expect digital to account for between 20% and 25% of total revenue in 2024, driven by the ongoing growth and success of our premium content creation and digital services. On the new business front, our dedicated sales teams are leveraging the tremendous audience reach and engagement of our platform to attract new advertisers.

“In summary, Beasley’s underlying fundamentals—mainly, our local audio and digital platforms and audience engagement—remain strong. We are proud of our teams’ steadfast commitment to delivering exceptional content and services to our listeners, advertisers, online users and sports fans, and remain confident that the actions we are taking to transform our company and strengthen our balance sheet, are laying the foundation for future growth and success.”

First Quarter 2024 Highlights

Revenue from new customers grew 53% year over year
Generated $548,000 in political revenue
Local revenue, including digital packages sold locally, accounted for 69% of total revenue
Digital revenue grew 10% year-over-year, or 20% year-over-year on a same station basis, to $11 million
Digital revenue accounted for 20% of total company revenue
38% of our total audience listens via the Company's digital platforms

Conference Call and Webcast Information

The Company will host a conference call and webcast today, May 8, 2024, at 11:00 a.m. ET to discuss its financial results and operations. To access the conference call, interested parties may dial 877-407-4018 or 201-689-8471, conference ID 13746158 (domestic and international callers). Participants can also listen to a live webcast of the call at the Company’s website at www.bbgi.com. Please allow 15 minutes to register and download and install any necessary software. Following its completion, a replay of the webcast can be accessed for five days on the Company’s website, www.bbgi.com.

Questions from analysts, institutional investors and debt holders may be e-mailed to ir@bbgi.com at any time up until 9:00 a.m. ET on Wednesday, May 8, 2024. Management will answer as many questions as possible during the conference call and webcast (provided the questions are not addressed in their prepared remarks).

About Beasley Broadcast Group

Beasley Broadcast Group, Inc. (www.bbgi.com) was founded in 1961 by George G. Beasley and owns 57 AM and FM stations in 13 large- and mid-size markets in the United States. Beasley radio stations reach over 30 million unique consumers weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company’s brands and personalities through digital platforms such as Facebook, Twitter, text, apps and email. For more information, please visit www.bbgi.com.

For further information, or to receive future Beasley Broadcast Group news announcements via e-mail, please contact Beasley Broadcast Group, at 239-263-5000 or email@bbgi.com, or Joseph Jaffoni, JCIR, at 212-835-8500 or bbgi@jcir.com.

Definitions

EBITDA is defined as net income (loss) before interest income or expense, income tax expense or benefit, depreciation, and amortization.

Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain, non-operating or other items that we believe are not indicative of the performance of our ongoing operations, such as impairment losses, other income or expense, or

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Beasley Broadcast Group, 5/8/24

 

page 3

 

equity in earnings of unconsolidated affiliates. See “Reconciliation of Net Income (Loss) to Adjusted EBITDA” for additional information.

Adjusted EBITDA can also be calculated as net revenue less operating and corporate expenses. We define operating expenses as cost of services and selling, general and administrative expenses. Corporate expenses include general and administrative expenses and certain other income and expense items not allocated to the operating segments.

Adjusted EBITDA is a measure widely used in the media industry. The Company recognizes that because Adjusted EBITDA is not calculated in accordance with GAAP, it is not necessarily comparable to similarly titled measures employed by other companies. However, management believes that Adjusted EBITDA provides meaningful information to investors because it is an important measure of how effectively we operate our business and assists investors in comparing our operating performance with that of other media companies.

Same station revenue excludes revenue from all divestitures and other operations that were exited in the prior 12 months.

New business revenue is defined as revenue from an advertiser that has not advertised in the prior 13 months before the start of the current quarter.

Note Regarding Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based upon current expectations and assumptions and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “looking ahead,” “intends,” “believes,” “expects,” “seek,” “will,” “should” or variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Key risks are described in the Company’s reports filed with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including:

our ability to comply with the continued listing standards of the Nasdaq Capital Market;
risk from social and natural catastrophic events;
external economic forces and conditions that could have a material adverse impact on our advertising revenues and results of operations;
the ability of our stations to compete effectively in their respective markets for advertising revenues;
our ability to develop compelling and differentiated digital content, products and services;
audience acceptance of our content, particularly our audio programs;
our ability to respond to changes in technology, standards and services that affect the audio industry;
our dependence on federally issued licenses subject to extensive federal regulation;
actions by the FCC or new legislation affecting the audio industry;
increases to royalties we pay to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;
our dependence on selected market clusters of stations for a material portion of our net revenue;
credit risk on our accounts receivable;
the risk that our FCC licenses and/or goodwill could become impaired;
our substantial debt levels and the potential effect of restrictive debt covenants on our operational flexibility and ability to pay dividends;
the potential effects of hurricanes on our corporate offices and stations;

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Beasley Broadcast Group, 5/8/24

 

page 4

 

the failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming;
disruptions or security breaches of our information technology infrastructure and information systems;
the loss of key personnel;
our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and their impact on our financial condition and results of operations;
the fact that our Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of our Company; and
other economic, business, competitive, and regulatory factors affecting our businesses, including those set forth in our filings with the SEC.

Our actual performance and results could differ materially because of these factors and other factors discussed in our SEC filings, including but not limited to our annual reports on Form 10-K or quarterly reports on Form 10-Q, copies of which can be obtained from the SEC, www.sec.gov, or our website, www.bbgi.com. All information in this release is as of May 8, 2024, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations, except as required by law.

 

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Beasley Broadcast Group, 5/8/24

 

page 5

 

BEASLEY BROADCAST GROUP, INC.

Condensed Consolidated Statements of Net Income (Loss) - Unaudited

 

 

Three months ended

 

 

March 31,

 

 

2024

 

 

2023

 

Net revenue

 

$

54,380,346

 

 

$

57,779,120

 

Operating expenses:

 

 

 

 

 

 

Operating expenses (including stock-based compensation and excluding depreciation and amortization shown separately below)

 

 

49,240,998

 

 

 

50,653,655

 

Corporate expenses (including stock-based compensation)

 

 

4,407,832

 

 

 

4,483,095

 

Depreciation and amortization

 

 

1,834,602

 

 

 

2,229,325

 

Total operating expenses

 

 

55,483,432

 

 

 

57,366,075

 

Operating income (loss)

 

 

(1,103,086

)

 

 

413,045

 

Non-operating income (expense):

 

 

 

 

 

 

Interest expense

 

 

(5,587,308

)

 

 

(6,593,852

)

Gain on sale of investment

 

 

6,026,776

 

 

 

 

Other income, net

 

 

270,005

 

 

 

540,515

 

Loss before income taxes

 

 

(393,613

)

 

 

(5,640,292

)

Income tax benefit

 

 

(410,230

)

 

 

(2,163,983

)

Income (loss) before equity in earnings of unconsolidated affiliates

 

 

16,617

 

 

 

(3,476,309

)

Equity in earnings of unconsolidated affiliates, net of tax

 

 

(8,647

)

 

 

(60,257

)

Net income (loss)

 

$

7,970

 

 

$

(3,536,566

)

Basic and diluted net income (loss) per share

 

$

 

 

$

(0.12

)

Basic common shares outstanding

 

 

30,325,802

 

 

 

29,785,759

 

Diluted common shares outstanding

 

 

30,466,730

 

 

 

29,785,759

 

 

Selected Balance Sheet Data - Unaudited

(in thousands)

 

 

March 31,

 

 

December 31,

 

 

2024

 

 

2023

 

Cash and cash equivalents

 

$

27,763

 

 

$

26,734

 

Working capital

 

 

38,629

 

 

 

38,351

 

Total assets

 

 

566,280

 

 

 

574,268

 

Long-term debt, net of unamortized debt issuance costs

 

 

264,539

 

 

 

264,203

 

Stockholders' equity

 

$

149,127

 

 

$

148,979

 

 

Selected Statement of Cash Flows Data – Unaudited

 

 

Three months ended

 

 

March 31,

 

 

2024

 

 

2023

 

Net cash used in operating activities

 

$

(4,036,884

)

 

$

(2,445,165

)

Net cash provided by (used in) investing activities

 

 

5,079,052

 

 

 

(1,169,280

)

Net cash used in financing activities

 

 

(12,636

)

 

 

(25,545

)

Net increase (decrease) in cash and cash equivalents

 

$

1,029,532

 

 

$

(3,639,990

)

 

Reconciliation of Same Station Digital Revenue – Unaudited

 

 

Three months ended

 

 

March 31,

 

 

2024

 

 

2023

 

Digital revenue

 

$

10,952,219

 

 

$

9,976,785

 

Wilmington digital revenue

 

 

(499

)

 

 

(456,100

)

Esports digital revenue

 

 

 

 

 

(384,369

)

Same station digital revenue

 

$

10,951,720

 

 

$

9,136,316

 

 

 

 

 

 

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Beasley Broadcast Group, 5/8/24

 

page 6

 

 

Calculation of Adjusted EBITDA – Unaudited

 

 

Three months ended

 

 

March 31,

 

 

2024

 

 

2023

 

Net revenue

 

$

54,380,346

 

 

$

57,779,120

 

Operating expenses

 

 

(49,240,998

)

 

 

(50,653,655

)

Corporate expenses

 

 

(4,407,832

)

 

 

(4,483,095

)

Adjusted EBITDA

 

$

731,516

 

 

$

2,642,370

 

 

Reconciliation of Net Income (Loss) to Adjusted EBITDA – Unaudited

 

 

Three months ended

 

 

March 31,

 

 

2024

 

 

2023

 

Net income (loss)

 

$

7,970

 

 

$

(3,536,566

)

Interest expense

 

 

5,587,308

 

 

 

6,593,852

 

Income tax benefit

 

 

(410,230

)

 

 

(2,163,983

)

Depreciation and amortization

 

 

1,834,602

 

 

 

2,229,325

 

EBITDA

 

 

7,019,650

 

 

 

3,122,628

 

Gain on sale of investment

 

 

(6,026,776

)

 

 

 

Other income, net

 

 

(270,005

)

 

 

(540,515

)

Equity in earnings of unconsolidated affiliates, net of tax

 

 

8,647

 

 

 

60,257

 

Adjusted EBITDA

 

$

731,516

 

 

$

2,642,370

 

 

# # #


v3.24.1.u1
Document And Entity Information
May 08, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 08, 2024
Entity Registrant Name BEASLEY BROADCAST GROUP, INC.
Entity Central Index Key 0001099160
Entity Emerging Growth Company false
Entity File Number 000-29253
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 65-0960915
Entity Address, Address Line One 3033 Riviera Drive, Suite 200
Entity Address, City or Town Naples
Entity Address, State or Province FL
Entity Address, Postal Zip Code 34103
City Area Code 239
Local Phone Number 263-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.001 per share
Trading Symbol BBGI
Security Exchange Name NASDAQ

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