UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

SEC File Number: 000-29253

CUSIP Number: 074014101

 

(Check one):		☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q ☐  Form 10-D     ☐  Form N-CEN     ☐  Form N-CSR
		For Period Ended: March 31, 2020
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		For the Transition Period Ended:

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

      

 

PART I — REGISTRANT INFORMATION

BEASLEY BROADCAST GROUP, INC.

Full Name of Registrant

 

Former Name if Applicable

3033 Riviera Drive, Suite 200

Address of Principal Executive Office (Street and Number)

Naples, Florida 34103

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As Beasley Broadcast Group, Inc. (the “Company”) previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2020, the Company relied on the SEC’s Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions From the Reporting and Proxy Delivery Requirements for Public Companies, dated March 25, 2020 (Release No. 34-88465) (the “Order”) to delay the filing of its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 (the “Quarterly Report”) due to circumstances related to the coronavirus disease 2019 (COVID-19) pandemic. In reliance on the Order, the Company delayed the filing of the Quarterly Report and intended to file the Quarterly Report no later than June 29, 2020. However, due to the timing of the completion of the Amendment (as defined below), the Company determined that it is unable to file within the prescribed time period without unreasonable effort or expense. The Company now expects to file the Quarterly Report with the SEC on or before July 2, 2020.

As of March 31, 2020, the Company was in compliance with all applicable financial covenants under its credit agreement. However, due to the impact of the COVID-19 pandemic on the Company’s financial performance, the Company projected that it would not be in compliance with the First Lien Leverage Ratio (as defined in its credit agreement) financial covenant as of June 30, 2020. In response, on June 30, 2020, the Company entered into Amendment No. 2 to the credit agreement with certain of its lenders (the “Amendment”) to, among other things, modify such covenant. The Company now projects that it will be in compliance with all applicable financial covenants, as amended, for the next twelve months. Disclosure regarding the impact of the Amendment will be included in the Quarterly Report. The timing of the completion of the Amendment and the need to complete post-closing procedures before filing the Quarterly Report delayed the completion of the Company’s preparation and quarterly review of the Quarterly Report. Accordingly, the Company was unable to file the Quarterly Report by June 29, 2020 without unreasonable effort or expense.

Cautionary Note Regarding Forward-Looking Statements

This Form 12b-25 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:

 

•

the effects of the COVID-19 pandemic, including its potential effects on the economic environment and the Company’s results of operations, liquidity and financial condition, and the increased risk of impairments of the Company’s FCC licenses and/or goodwill, 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 the Company’s radio 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 radio programs;

 

•

the ability of the Company to respond to changes in technology, standards and services that affect the radio industry;

 

•

the Company’s dependence on federally issued licenses subject to extensive federal regulation;

 

•

actions by the FCC or new legislation affecting the radio industry;

 

•

the Company’s dependence on selected market clusters of radio 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, including restrictions on the ability to pay dividends in the near term as a result of the Amendment to the Company’s credit agreement;

 

•

the potential effects of hurricanes on the Company’s corporate offices and radio 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;

 

•

the loss of key personnel;

 

•

the Company’s ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and their impact on the Company’s financial condition and results of operations;

 

•

the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and

 

•

other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the SEC, including the “Additional risk factor disclosure” set forth in the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2020, which is incorporated herein by reference.

Although the Company believes that the expectations reflected in any of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of the forward-looking statements. The Company does not intend, and undertakes no obligation, to update any forward-looking statement.

 

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification

Marie Tedesco

(239)

263-5000

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).     ☒  Yes    ☐  No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☒  Yes    ☐  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The information provided in Part III of this Form 12b-25 is hereby incorporated by reference.

 

 

BEASLEY BROADCAST GROUP, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date		June 30, 2020				By				/s/ Marie Tedesco
										Name:  Marie Tedesco Title:    Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

ATTENTION   Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).