Beasley Broadcast Group Prices Upsized Notes Offering

Beasley Broadcast Group Prices Upsized Notes Offering

NAPLES, Florida, January 21, 2021 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”), a multi-platform media company, today announced that its wholly owned subsidiary, Beasley Mezzanine Holdings, LLC (the “Issuer”), priced its offering of $300.0 million in aggregate principal amount of 8.625% Senior Secured Notes due 2026 (the “Notes”). The size of the offering was increased by $20.0 million from the previously announced offering size of $280.0 million. The Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act.

The Notes are expected to be fully and unconditionally guaranteed by the Company and each of the Company’s existing domestic majority owned subsidiaries and certain future material domestic majority owned subsidiaries on a senior secured first-priority basis, subject to certain exceptions, limitations and permitted liens. The Issuer expects to use the net proceeds of this offering to repay in full existing indebtedness under the Company’s senior secured credit facilities and certain other indebtedness, with remaining proceeds to be added to the Issuer’s balance sheet and used for general corporate purposes. The Notes offering is expected to close on February 2, 2021, subject to customary conditions.

The Notes and related guarantees will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Beasley Broadcast Group

Celebrating its 60th anniversary this year, the Company was founded in 1961 by George G. Beasley, who remains the Company’s Chairman of the Board. The Company owns and operates 63 stations (47 FM and 16 AM) in 15 large- and mid-size markets in the United States. Approximately 20 million consumers listen to the Company’s radio stations 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. The Company recently acquired a majority interest in the Overwatch League’s Houston Outlaws esports team and owns BeasleyXP, a national esports content hub.

Contact

Beasley Broadcast Group
(239) 263-5000
[email protected]

Joseph Jaffoni, JCIR
(212) 835-8500
[email protected]

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 “intends,” “expected” or “expects” 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, such as statements about the Notes offering. 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:

  • the effects of the COVID-19 pandemic, including its potential effects on the economic environment and the Company’s results of operations, liquidity and financial condition, and the increased risk of impairments of the Company’s Federal Communications Commission licenses and/or goodwill, as well as any changes to federal, state or local government laws, regulations or orders in connection with the pandemic;
  • external economic forces that could have a material adverse impact on the Company’s advertising revenues and results of operations;
  • the ability of our radio 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 radio programs;
  • our ability to respond to changes in technology, standards and services that affect the radio industry;
  • our dependence on federally issued licenses subject to extensive federal regulation;
  • actions by the FCC or new legislation affecting the radio industry;
  • our dependence on selected market clusters of radio 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, including restrictions on the ability to pay dividends;
  • the potential effects of hurricanes on our corporate offices and radio stations;
  • 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;
  • 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 we are controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and
  • other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.

The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

Beasley Broadcast Group Commences Notes Offering

Beasley Broadcast Group Commences Notes Offering

NAPLES, Florida, January 19, 2021 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”), a multi-platform media company, announced that its wholly owned subsidiary, Beasley Mezzanine Holdings, LLC (the “Issuer”), intends to offer $280.0 million in aggregate principal amount of senior secured notes (the “Notes”), subject to market and other conditions, to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act.

The Notes are expected to be fully and unconditionally guaranteed by the Company and each of the Company’s existing domestic majority owned subsidiaries and certain future material domestic majority owned subsidiaries on a senior secured first-priority basis, subject to certain exceptions, limitations and permitted liens. The Issuer expects to use the net proceeds of this offering to repay in full existing indebtedness under the Company’s senior secured credit facilities and certain other indebtedness, with remaining proceeds to be added to the Issuer’s balance sheet and used for general corporate purposes.

The Notes and related guarantees will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Beasley Broadcast Group

Celebrating its 60th anniversary this year, the Company was founded in 1961 by George G. Beasley, who remains the Company’s Chairman of the Board. The Company owns and operates 63 stations (47 FM and 16 AM) in 15 large- and mid-size markets in the United States. Approximately 20 million consumers listen to the Company’s radio stations 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. The Company recently acquired a majority interest in the Overwatch League’s Houston Outlaws esports team and owns BeasleyXP, a national esports content hub.

Contact

Beasley Broadcast Group
(239) 263-5000
[email protected]

Joseph Jaffoni, JCIR
(212) 835-8500
[email protected]

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 “intends,” “expected” or “expects” 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, such as statements about the expected Notes offering. 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:

  • the effects of the COVID-19 pandemic, including its potential effects on the economic environment and the Company’s results of operations, liquidity and financial condition, and the increased risk of impairments of the Company’s Federal Communications Commission licenses and/or goodwill, as well as any changes to federal, state or local government laws, regulations or orders in connection with the pandemic;
  • external economic forces that could have a material adverse impact on the Company’s advertising revenues and results of operations;
  • the ability of our radio 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 radio programs;
  • our ability to respond to changes in technology, standards and services that affect the radio industry;
  • our dependence on federally issued licenses subject to extensive federal regulation;
  • actions by the FCC or new legislation affecting the radio industry;
  • our dependence on selected market clusters of radio 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, including restrictions on the ability to pay dividends;
  • the potential effects of hurricanes on our corporate offices and radio stations;
  • 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;
  • 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 we are controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and
  • other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC.

The Company undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.

BEASLEY BROADCAST GROUP REPORTS PRELIMINARY FOURTH QUARTER FINANCIAL RESULTS

BEASLEY BROADCAST GROUP REPORTS PRELIMINARY FOURTH QUARTER FINANCIAL RESULTS

NAPLES, Florida, January 14, 2021 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“Beasley” or the “Company”), a multi-platform media company, today announced preliminary unaudited financial results for the three months ended December 31, 2020.

  • Beasley generated net revenue of approximately $67.4 million to $67.9 million for the three months ended December 31, 2020, compared to reported net revenue of $72.1 million for the three months ended December 31, 2019, representing a year-over-year decrease of between 5.8% and 6.5%. Beasley’s estimated fourth quarter 2020 net revenue reflects a year-over-year decrease in commercial advertising revenue due to the ongoing impact of the COVID-19 pandemic, partially offset by growth in digital, esports and political revenue.
  • Fourth quarter 2020 Station Operating Income (SOI, a non-GAAP financial measure) increased by approximately 23.1% to 28.8% year-over-year to approximately $19.2 million to $20.1 million, compared to reported fourth quarter 2019 SOI of $15.6 million. Fourth quarter 2020 SOI less corporate expenses increased by approximately 47.9% to 58.8% year-over-year to approximately $15.0 million to $16.1 million, compared to fourth quarter 2019 SOI less corporate expenses of $10.1 million.
  • Fourth quarter 2020 EBITDA increased by approximately 25.0% to 33.8% year-over-year to approximately $17.0 million to $18.2 million, compared to reported fourth quarter 2019 EBITDA of $13.6 million.
  • The year-over-year increases in SOI, SOI less corporate expenses and EBITDA are primarily attributable to Beasley’s initiatives to address the COVID-19 pandemic, including reducing operating expenses and corporate overhead and realigning our company-wide cost structure, the benefit of political advertising, as well as an expected gain on a land sale that occurred during the fourth quarter of 2020.

Commenting on the preliminary financial results, Caroline Beasley, Chief Executive Officer, said, “We expect to report top-line revenue improvement in the second half of the year, with sequential quarter-over-quarter growth in both the third and fourth quarters of 2020. Our preliminary fourth quarter performance also demonstrates the significant operating benefits from the actions we took earlier this year to address the pandemic, including reducing station operating expenses and negotiating discounts with landlords, service providers and partners. Although it is difficult to predict what the impact of COVID-19 will be in the coming months, we remain optimistic that the commercial advertising market will return to more normalized revenue levels as we move further into the year, following broad vaccine distribution.”

The Company’s financial results for the three months ended December 31, 2020 are not yet complete. Accordingly, the preliminary, unaudited results below are forward-looking statements based solely on information available to the Company as of the date of this release, and the Company undertakes no obligation to update this information, except as may be required by law. These preliminary, unaudited results are based on the most current information available to management following its initial review of operations for the quarter ended December 31, 2020 and remain subject to completion of Beasley’s customary financial closing procedures, including external independent auditor review. In light of the foregoing, you are cautioned not to place undue reliance on these preliminary, unaudited results. Beasley expects to announce full fourth quarter and year end results and host a webcast conference call in February 2021.

Beasley Media Group Preliminary Summary Financial Results
(in millions)Estimated 4Q20 RangeReported 4Q19% Change
    
Net Revenue$67.4 – $67.9$72.1(5.8)% – (6.5)%
SOI$19.2 – $20.1$15.623.1% – 28.8%
SOI Less Corporate Expenses$15.0 – $16.1$10.147.9% – 58.8%
     
EBITDA$17.0 – $18.2$13.625.0% – 33.8%

About Beasley Broadcast Group

Celebrating its 60th anniversary this year, Beasley Broadcast Group, Inc., (www.bbgi.com) was founded in 1961 by George G. Beasley who remains the Company’s Chairman of the Board.  Beasley Broadcast Group owns and operates 63 stations (47 FM and 16 AM) in 15 large- and mid-size markets in the United States.  Approximately 20 million consumers listen to Beasley radio stations 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.  Beasley recently acquired a majority interest in the Overwatch League’s Houston Outlaws esports team and owns BeasleyXP, a national esports content hub. For more information, please visit www.bbgi.com.

Non-GAAP Financial Measures

Station Operating Income (SOI) consists of net revenue less station operating expenses.  We define station operating expenses as cost of services and selling, general and administrative expenses. SOI Less Corporate Expenses consists of SOI minus corporate expenses.

EBITDA consists of net income attributable to BBGI stockholders before interest expense, income tax expense and depreciation and amortization.  

SOI, SOI Less Corporate Expenses and EBITDA are measures widely used in the radio broadcast industry. The Company recognizes that because SOI, SOI Less Corporate Expenses and EBITDA are not calculated in accordance with GAAP, they are not necessarily comparable to similarly titled measures employed by other companies. However, management believes that SOI, SOI Less Corporate Expenses and EBITDA provide meaningful information to investors because they are important measures of how effectively we operate our business (i.e., operate radio stations) and assist investors in comparing our operating performance with that of other radio companies.

The Company is unable to present a quantitative reconciliation of preliminary SOI, SOI Less Corporate Expenses and EBITDA for the three months ended December 31, 2020 to the most directly comparable GAAP financial measure, net income, because management cannot reliably predict all of the necessary components of the GAAP financial measure without unreasonable efforts. Net income includes several significant items, such as impairment losses, income taxes and earnings of unconsolidated affiliates. The decisions and events that typically lead to the recognition of these and other similar items are complex and inherently unpredictable, and the amount recognized for each item can vary significantly. Accordingly, the Company is unable to provide a reconciliation of preliminary SOI, SOI Less Corporate Expenses and EBITDA to net income or address the probable significance of the unavailable information, which could be material to the Company’s future financial results. Reconciliations to the most directly comparable GAAP measure for the three months ended December 31, 2019 are included in the tables that follow. 

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,” “look forward,” “intends,” “believe,” “hope,” “plan,” “expects,” “expected,” “anticipates” 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, such as statements about expected income; shareholder value; revenues; and growth.  Key risks are described in our reports filed with the SEC including in our 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:

  • the effects of the COVID-19 pandemic, including its potential effects on the economic environment and our results of operations, liquidity and financial condition, and the increased risk of impairments of our Federal Communications Commission (“FCC”) licenses and/or goodwill, as well as any changes to federal, state or local government laws, regulations or orders in connection with the pandemic;
  • external economic forces that could have a material adverse impact on our advertising revenues and results of operations;
  • the ability of our radio 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 radio programs;
  • our ability to respond to changes in technology, standards and services that affect the radio industry;
  • our dependence on federally issued licenses subject to extensive federal regulation;
  • actions by the FCC or new legislation affecting the radio industry;
  • our dependence on selected market clusters of radio 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, including restrictions on the ability to pay dividends in the near term as a result of the amendment to the our credit agreement;
  • the potential effects of hurricanes on our corporate offices and radio stations;
  • 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;
  • 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 we are 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 our business, 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 January 14, 2021, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations.

BEASLEY BROADCAST GROUP 2020 THIRD QUARTER NET REVENUE RISES 63.4% FROM SECOND QUARTER LEVELS TO $49.6 MILLION WITH STATION OPERATING INCOME OF $8.1 MILLION

BEASLEY BROADCAST GROUP 2020 THIRD QUARTER NET REVENUE RISES 63.4% FROM SECOND QUARTER LEVELS TO $49.6 MILLION WITH STATION OPERATING INCOME OF $8.1 MILLION

NAPLES, Florida, November 3, 2020 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“Beasley” or the “Company”), a multi-platform media company, today announced operating results for the three- and nine‑month periods ended September 30, 2020.

The results presented herein reflect actual results including the operations of WDMK-FM in Detroit since its acquisition in August 2019.


Operating income (loss), net income (loss) and net income (loss) per diluted share reflect a $6.8 million non-cash impairment charge and a $2.8 million loss on the modification of long-term debt in the nine months ended September 30, 2020 and a $3.5 million gain on dispositions in the nine months ended September 30, 2019.

Net revenue during the three months ended September 30, 2020 primarily reflects a year-over-year decrease in commercial advertising revenue due to the impact of the COVID-19 pandemic, partially offset by growth in digital, esports and political revenue and contributions from the August 2019 acquisition of WDMK-FM.

Beasley reported operating income of $0.8 million in the third quarter of 2020 compared to operating income of $9.4 million in the third quarter of 2019, largely reflecting the year-over-year decrease in Station Operating Income (SOI, a non-GAAP financial measure) and higher depreciation and amortization, partially offset by lower corporate expenses.

Beasley reported a net loss of $2.7 million, or $0.08 per diluted share, in the three months ended September 30, 2020, compared to net income of $3.0 million, or $0.11 per diluted share, in the three months ended September 30, 2019. The year-over-year decrease was primarily due to the aforementioned decline in net revenue related to the COVID-19 pandemic.

SOI decreased to $8.1 million in the third quarter of 2020 compared to $16.7 million in the third quarter of 2019. The year-over-year decrease is primarily attributable to the adverse impact of the COVID-19 pandemic on commercial advertising revenues.

Please refer to the “Calculation of SOI” and “Reconciliation of Net Income (Loss) to SOI” tables at the end of this announcement for a discussion regarding SOI calculations.

Commenting on the financial results, Caroline Beasley, Chief Executive Officer, said, “The strong recovery of our business continued in the third quarter of 2020.  It is clear that the immediate actions we took to address the pandemic, including reducing station operating expenses, headcount reductions, furloughs, and negotiated discounts with landlords, service providers and partners have contributed to Beasley’s ability to rebound quickly. This focus, combined with the resumption of advertising in key categories, the experience of our teams who have managed through previous economic challenges, the quality of our content, and the role we play in the communities we serve, have all contributed to our ability to turn the corner as evidenced by the positive SOI recorded in the 2020 third quarter.

“Throughout the third quarter our sales teams drove monthly sequential revenue improvements with July up 8% over June, August up 24% over July and September rising 22% over August. Total net revenue for October increased in the low- to mid-single digits, and November revenue is currently  pacing down in the low teens.

“In addition to the resumption of advertising in key categories and the benefit of the political cycle, Beasley generated continued positive results from its digital and esports investments, which have been less impacted by the pandemic.  Third quarter digital revenue rose 1.8% year-over-year to $5.0 million and our new esports operations generated approximately $500,000 of revenue during the period. Digital revenue accounted for approximately 10.1% of total third quarter revenue, compared to 7.4% of total revenue in the prior year period.

“Reflecting our initiatives to address the pandemic, including reducing operating expenses and corporate overhead and realigning our company-wide cost structure, Beasley’s third quarter total operating expenses declined by 15.9% and the company expects to reduce its operating expenses through year-end by more than $32 million compared to our 2020 operating budget. We anticipate that a meaningful portion of the operating expense reductions realized since the onset of the pandemic will be recurring, as we continue to make fundamental changes to improve processes and efficiencies across the organization.

“While the last several months have presented unprecedented challenges for ad-reliant businesses, I am extremely proud of the way our corporate and station level leaders and valued team members rose to the occasion and worked tirelessly to enable Beasley to return to positive cash flow in the third quarter. Looking ahead to the fourth quarter and 2021, we intend to continue our focus on growing our cash flow and maintaining a strong balance sheet with liquidity at current or higher levels. Growing ratings, diversifying revenue and delivering exceptional content and services to our listeners, advertisers, online users and esports fans will remain our focus. And we believe the tremendous resilience of our team and steps we’ve taken to strengthen our financial position and achieve ongoing operational efficiencies have helped ensure that Beasley Broadcast Group remains well-positioned for near- and long-term success.”

 Conference Call and Webcast Information

The Company will host a conference call and webcast today, November 3, 2020, at 11:00 a.m. ET to discuss its financial results and operations.  To access the conference call, interested parties may dial 334-323-0501, conference ID 2300784 (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 [email protected] at any time up until 10:00 a.m. ET on November 3, 2020. 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

Celebrating its 59th anniversary this year, Beasley Broadcast Group, Inc., (www.bbgi.com) was founded in 1961 by George G. Beasley who remains the Company’s Chairman of the Board.  Beasley Broadcast Group owns and operates 64 stations (47 FM and 17 AM) in 15 large- and mid-size markets in the United States.  Approximately 19 million consumers listen to Beasley radio stations 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.  Beasley recently acquired a majority interest in the Overwatch League’s Houston Outlaws esports team and owns BeasleyXP, a national esports content hub. For more information, please visit www.bbgi.com.

Definitions

Station Operating Income (Loss) (SOI) consists of net revenue less station operating expenses.  We define station operating expenses as cost of services and selling, general and administrative expenses.

Free Cash Flow (FCF) consists of SOI less corporate expenses, interest expense, current income tax expense and capital expenditures plus stock-based compensation expense, net proceeds from dispositions, amortization of debt issuance costs and interest income.

SOI and FCF are measures widely used in the radio broadcast industry.  The Company recognizes that because SOI and FCF are not calculated in accordance with GAAP, they are not necessarily comparable to similarly titled measures employed by other companies.  However, management believes that SOI and FCF provide meaningful information to investors because they are important measures of how effectively we operate our business (i.e., operate radio stations) and assist investors in comparing our operating performance with that of other radio companies.

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,” “look forward,” “intends,” “believe,” “hope,” “plan,” “expects,” “expected,” “anticipates” 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, such as statements about expected income; shareholder value; revenues; and growth.  Key risks are described in our reports filed with the SEC including in our 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:

  • the effects of the COVID-19 pandemic, including its potential effects on the economic environment and our results of operations, liquidity and financial condition, and the increased risk of impairments of our FCC licenses and/or goodwill, as well as any changes to federal, state or local government laws, regulations or orders in connection with the pandemic;
  • external economic forces that could have a material adverse impact on our advertising revenues and results of operations;
  • the ability of our radio 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 radio programs;
  • our ability to respond to changes in technology, standards and services that affect the radio industry;
  • our dependence on federally issued licenses subject to extensive federal regulation;
  • actions by the FCC or new legislation affecting the radio industry;
  • our dependence on selected market clusters of radio 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, including restrictions on the ability to pay dividends in the near term as a result of the amendment to our credit agreement;
  • the potential effects of hurricanes on our corporate offices and radio stations;
  • 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;
  • 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 we are 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 our business, 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 November 3, 2020, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations.


BEASLEY BROADCAST GROUP REPORTS SECOND QUARTER FINANCIAL RESULTS

BEASLEY BROADCAST GROUP REPORTS SECOND QUARTER FINANCIAL RESULTS

NAPLES, Florida, August 4, 2020 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“Beasley” or the “Company”), a multi-platform media company, today announced operating results for the three- and six‑month periods ended June 30, 2020.

The results presented herein reflect actual results including the operations of WDMK-FM in Detroit since its acquisition in August 2019.

Summary of Second Quarter and Year-to-Date Results

 

In millions, except per share data

Three Months Ended

June 30,

Six Months Ended

June 30,

  2020 2019 2020 2019
Net revenue $30.4 $65.7 $88.0 $123.3
Operating income (loss) 1 (17.6) 10.7 (24.8) 17.5
Net income (loss) 1 (18.2) 4.3 (27.1) 5.6
Net income (loss) per diluted share 1 ($0.63) $0.15 ($0.95) $0.20
Station operating income (loss) (SOI – non-GAAP) (11.0) 17.9 (4.2) 28.1

 

  • Operating income (loss), net income (loss) and net income (loss) per diluted share reflect a $2.8 million loss on the modification of long-term debt in the three months ended June 30, 2020, $6.8 million of non-cash impairment losses in the six months ended June 30, 2020 and a $3.5 million gain on dispositions in the six months ended June 30, 2019.

Net revenue during the three months ended June 30, 2020 reflects a year-over-year decrease in commercial advertising, digital advertising and other revenue due to the impact of the COVID-19 pandemic, partially offset by growth in esports revenue and contributions from the August 2019 acquisition of WDMK-FM.

Beasley reported an operating loss of $17.6 million in the second quarter of 2020 compared to operating income of $10.7 million in the second quarter of 2019, largely reflecting the year-over-year decrease in Station Operating Income (SOI, a non-GAAP financial measure), in addition to higher depreciation and amortization, partially offset by lower corporate expenses.

Second quarter 2020 interest expense decreased 15.3% to $3.9 million compared to interest expense of $4.5 million in the prior year period, due to lower interest rates, which offset the increase in long-term debt outstanding.

Beasley reported a net loss of $18.2 million, or $0.63 per diluted share, in the three months ended June 30, 2020, compared to net income of $4.3 million, or $0.15 per diluted share, in the three months ended June 30, 2019. The year-over-year decrease was primarily due to the aforementioned year-over-year decline in net revenue related to the COVID-19 pandemic as well as a $2.8 million loss on the modification of Beasley’s long-term debt, resulting from an amendment to the credit agreement on June 30, 2020.

SOI decreased $28.9 million in the second quarter of 2020 compared to the second quarter of 2019. The year-over-year decrease is primarily attributable to the adverse impact of the COVID-19 pandemic on commercial and digital advertising revenues.

Please refer to the “Calculation of SOI” and “Reconciliation of Net Income (Loss) to SOI” tables at the end of this announcement for a discussion regarding SOI calculations.

Commenting on the financial results, Caroline Beasley, Chief Executive Officer, said, “While Beasley had a strong start to the year, a sharp decline in commercial advertising occurred in the second quarter with the onset of the COVID-19 pandemic. Beasley’s financial results for the three-month period ended June 30, 2020 reflect the economic pressures we experienced across our business as local and national advertisers adapted their media plans to meet the unique challenges of the pandemic. While we saw sequential month-over-month improvement in our commercial advertising revenue performance from April to May, and from May to June, our total net revenues for the second quarter decreased nearly 54%, which is in line with reported overall industry levels.

“To address the reduction in traditional advertising revenue that has occurred as a result of the pandemic, during the second quarter, we quickly implemented several changes across the Company, including reducing operating expenses and corporate overhead and realigning our Company-wide cost structure to preserve cash. As a result, Beasley’s second quarter total operating expenses declined by 12.7%, and year-to-date, we have taken approximately $26 million out of our cost structure. In addition to these actions, as part of our response, we have taken proactive steps to accelerate our digital transformation initiatives and revenue diversification strategies, and to become a leaner and more efficient organization, with the goal of growing our market leadership position across our stations, our digital operations, and our esports interests.  We believe these steps will allow us to emerge from the pandemic as a stronger Company. In addition, during the second quarter, Beasley entered into an agreement to amend the financial covenants and other provisions under our credit agreement to support our liquidity and capital structure as we manage the business through the pandemic.

“Beasley continues to generate positive results from its digital and esports investments, which have been less impacted by the COVID-19 pandemic, with digital accounting for approximately 14% of total second quarter revenue, compared to 7.4% of total revenue in the prior year period. On the esports front, in addition to regular season play, in May the Houston Outlaws participated in the ‘Lone Star Showdown,’ an exclusive skills and team competition series versus the Dallas Fuel. This first-of-its-kind event was a tremendous success, and we remain focused on looking for new, innovative ways to monetize our esports content. Overall, we continue to be encouraged by the momentum and long-term growth trajectory of our digital and esports businesses.

“In closing, I am very proud of the work that our teams have done, and continue to do, to deliver high-quality, premium local content and critical safety information to our listeners across all traditional and digital media platforms during this challenging time for our country. Looking ahead, we are guardedly optimistic and remain focused on our strategic priorities of realizing synergy targets, reducing leverage, taking advantage of political and digital revenue opportunities, and benefiting from our esports investments and operations. While we expect that the pandemic will continue to impact our operations in the third quarter, we intend to continue to actively manage our business to best position the Company for the future, with the goal of delivering exceptional content and services to our listeners, advertisers, online users and esports fans, while creating new value for our shareholders.”

Conference Call and Webcast Information

The Company will host a conference call and webcast today, August 4, 2020, at 11:00 a.m. ET to discuss its financial results and operations.  To access the conference call, interested parties may dial 334-777-6978, conference ID 2309168 (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 [email protected] at any time up until 9:00 a.m. ET on Tuesday, August 4, 2020. 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

Celebrating its 59th anniversary this year, Beasley Broadcast Group, Inc., (www.bbgi.com) was founded in 1961 by George G. Beasley who remains the Company’s Chairman of the Board.  Beasley Broadcast Group owns and operates 64 stations (47 FM and 17 AM) in 15 large- and mid-size markets in the United States.  Approximately 19 million consumers listen to Beasley radio stations 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.  Beasley recently acquired a majority interest in the Overwatch League’s Houston Outlaws esports team and owns BeasleyXP, a national esports content hub. For more information, please visit www.bbgi.com.

 

Definitions

Station Operating Income (Loss) (SOI) consists of net revenue less station operating expenses.  We define station operating expenses as cost of services and selling, general and administrative expenses.

Free Cash Flow (FCF) consists of SOI less corporate expenses, interest expense, current income tax expense and capital expenditures plus stock-based compensation expense, net proceeds from dispositions, amortization of debt issuance costs and interest income.

SOI and FCF are measures widely used in the radio broadcast industry.  The Company recognizes that because SOI and FCF are not calculated in accordance with GAAP, they are not necessarily comparable to similarly titled measures employed by other companies.  However, management believes that SOI and FCF provide meaningful information to investors because they are important measures of how effectively we operate our business (i.e., operate radio stations) and assist investors in comparing our operating performance with that of other radio companies.

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,” “look forward,” “intends,” “believe,” “hope,” “plan,” “expects,” “expected,” “anticipates” 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, such as statements about expected income; shareholder value; revenues; and growth.  Key risks are described in our reports filed with the SEC including in our annual report on Form 10-K, quarterly reports on Form 10-Q and our current report on Form 8-K filed with the SEC on May 15, 2020.  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:

  • the effects of the COVID-19 pandemic, including its potential effects on the economic environment and our results of operations, liquidity and financial condition, and the increased risk of impairments of our FCC licenses and/or goodwill, as well as any changes to federal, state or local government laws, regulations or orders in connection with the pandemic;
  • external economic forces that could have a material adverse impact on our advertising revenues and results of operations;
  • the ability of our radio 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 radio programs;
  • our ability to respond to changes in technology, standards and services that affect the radio industry;
  • our dependence on federally issued licenses subject to extensive federal regulation;
  • actions by the FCC or new legislation affecting the radio industry;
  • our dependence on selected market clusters of radio 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, including restrictions on the ability to pay dividends in the near term as a result of the amendment to the our credit agreement;
  • the potential effects of hurricanes on our corporate offices and radio stations;
  • 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;
  • 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 we are 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 our business, 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 August 4, 2020, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations. 

BEASLEY BROADCAST GROUP, INC.

Consolidated Statements of Operations (Unaudited)

 

  Three Months Ended

June 30,

  Six Months Ended

June 30,

  2020   2019   2020   2019
Net revenue $    30,383,132   $    65,658,748   $    88,033,558   $ 123,346,302
Operating expenses:              
   Operating expenses (including stock-based compensation and excluding              
      depreciation and amortization shown separately below)          41,378,315            47,759,693            92,278,792            95,210,875
   Corporate expenses (including stock-based compensation)            3,724,764              5,423,561              8,237,856            10,385,975
   Transaction expenses                      –                55,163                        –      296,511
   Depreciation and amortization    2,886,071     1,742,687     5,462,546         3,511,474
   Gain on dispositions                          –         (3,545,755)
   Impairment losses            6,804,412                     –  
      Total operating expenses     47,989,150       54,981,104   112,783,606       105,859,080
         Operating income (loss)  (17,606,018)       10,677,644     (24,750,048)        17,487,222
Non-operating income (expense):              
   Interest expense      (3,851,660)     (4,547,036)      (8,036,471)      (9,137,921)
   Loss on modification of long-term debt        (2,798,789)                        –            (2,798,789)                        –  
   Other income (expense), net             71,691               38,193              98,116          (194,390)
      Income (loss) before income taxes       (24,184,776)             6,168,801         (35,487,192)             8,154,911
Income tax expense (benefit)      (6,041,946)   1,899,800       (8,459,726)   2,532,647
      Income (loss) before equity in earnings of unconsolidated affiliates        (18,142,830)              4,269,001          (27,027,466)              5,622,264
Equity in earnings of unconsolidated affiliates, net of tax              (24,967)   –                  (86,494)                        –  
      Net income (loss) (18,167,797)   4,269,001     (27,113,960)   5,622,264
Earnings attributable to noncontrolling interest              432,836                        –                  542,438                        –  
      Earnings attributable to BBGI stockholders $ (17,734,961)   $     4,269,001   $ (26,571,522)   $     5,622,264
               
Basic and diluted net income (loss) per share $           (0.63)   $              0.15   $           (0.95)   $              0.20
Basic common shares outstanding 27,977,113      27,776,682     27,962,345   27,668,814
Diluted common shares outstanding      27,977,113    27,838,939      27,962,345     27,740,491

 

Selected Balance Sheet Data – Unaudited

(in thousands)

 

  June 30,   December 31,
  2020   2019
Cash and cash equivalents $             22,841   $           18,648
Working capital           17,776             26,466
Total assets         734,665           760,060
Long-term debt, net of current portion and unamortized debt

     issuance costs

        256,898           248,712
Stockholders’ equity $            257,121   $         284,539

 

Selected Statement of Cash Flows Data – Unaudited

 

  Six months Ended

June 30,

  2020   2019
Net cash provided by operating activities  $         7,089,416   $     11,533,939
Net cash used in investing activities           (6,955,130)          (3,369,405)
Net cash provided by (used in) financing activities             4,059,004          (9,325,978)
Net increase (decrease) in cash and cash equivalents  $         4,193,290   $     (1,161,444)

 

Calculation of SOI – Unaudited

 

  Three Months Ended

June 30,

  Six Months Ended

June 30,

  2020   2019   2020   2019
Net revenue $    30,383,132   $     65,658,748   $     88,033,558    $     123,346,302
Station operating expenses   (41,378,315)     (47,759,693)     (92,278,792)     (95,210,875)
SOI $  (10,995,183)   $     17,899,055    $     (4,245,234)    $       28,135,427

 

Reconciliation of Net Income (Loss) to SOI – Unaudited

 

  Three Months Ended

June 30,

  Six Months Ended

June 30,

  2020   2019   2020   2019
Net income (loss) $ (17,734,961)   $     4,269,001   $ (26,571,522)    $    5,622,264
Corporate expenses 3,724,764   5,423,561         8,237,856   10,385,975
Transaction expenses                     –                55,163                        –              296,511
Depreciation and amortization     2,886,071      1,742,687     5,462,546          3,511,474
Gain on dispositions                     –                        –                          –       (3,545,755)
Impairment losses                     –                        –           6,804,412                        –  
Interest expense     3,851,660   4,547,036        8,036,471          9,137,921
Loss on modification of long-term debt        2,798,789                      –                2,798,789                        –  
Other income (expense), net          (71,691)          (38,193)         (98,116)             194,390
Income tax expense (benefit)       (6,041,946)         1,899,800            (8,459,726)        2,532,647
Equity in earnings of unconsolidated affiliates             24,967                      –                     86,494                        –  
Earnings attributable to noncontrolling interest          (432,836)                      –                 (542,438)                        –  
   SOI $ (10,995,183)   $    17,899,055   $   (4,245,234)    $   28,135,427

 

Reconciliation of Net Revenue to Free Cash Flow – Unaudited

 

  Three Months Ended

June 30,

  Six Months Ended

June 30,

  2020   2019   2020   2019
Net revenue $    30,383,132    $   65,658,748   $    88,033,558    $ 123,346,302
Operating expenses    (41,378,315)     (47,759,693)     (92,278,792)      (95,210,875)
Corporate expenses      (3,724,764)       (5,423,561)        (8,237,856)      (10,385,975)
Stock-based compensation expense           199,264            547,616                 465,703   1,132,190
Interest expense      (3,851,660)       (4,547,036)        (8,036,471)        (9,137,921)
Amortization of debt issuance costs           483,983            483,983                 967,966           967,966
Interest income               9,357              32,289               25,304               74,180
Current income tax expense                     –         (1,326,448)                        –          (1,493,124)
Capital expenditures (2,511,700)       (2,828,273)   (5,955,130)        (4,669,405)
   FCF $ (20,390,703)   $    4,837,625   $ (25,015,718)   $     4,623,338