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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Beasley Broadcast Group Inc. 10-K 12/31/23 115:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.40M
2: EX-21.1 Subsidiaries List HTML 31K
3: EX-23.1 Consent of Expert or Counsel HTML 33K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 47K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 37K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 34K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 33K
10: R1 Cover Page HTML 107K
11: R2 Consolidated Balance Sheets HTML 148K
12: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K
13: R4 Consolidated Statements of Comprehensive Loss HTML 125K
14: R5 Consolidated Statements of Comprehensive Loss HTML 38K
(Parenthetical)
15: R6 Consolidated Statements of Stockholders' Equity HTML 82K
16: R7 Consolidated Statements of Cash Flows HTML 124K
17: R8 Pay vs Performance Disclosure HTML 44K
18: R9 Insider Trading Arrangements HTML 38K
19: R10 Nature of Business HTML 36K
20: R11 Summary of Significant Accounting Policies HTML 82K
21: R12 Acquisitions and Dispositions HTML 72K
22: R13 Property and Equipment HTML 69K
23: R14 FCC Licenses HTML 72K
24: R15 Goodwill HTML 62K
25: R16 Other Intangibles HTML 107K
26: R17 Other Current Liabilities HTML 51K
27: R18 Long-Term Debt HTML 52K
28: R19 Leases HTML 71K
29: R20 Employee Benefit Plans HTML 168K
30: R21 Stockholders' Equity HTML 42K
31: R22 Revenue HTML 74K
32: R23 Stock-Based Compensation HTML 61K
33: R24 Income Taxes HTML 126K
34: R25 Loss Per Share HTML 54K
35: R26 Related Party Transactions HTML 60K
36: R27 Commitments and Contingencies HTML 46K
37: R28 Financial Instruments HTML 36K
38: R29 Segment Information HTML 190K
39: R30 Valuation and Qualifying Accounts HTML 53K
40: R31 Summary of Significant Accounting Policies HTML 140K
(Policies)
41: R32 Summary of Significant Accounting Policies HTML 47K
(Tables)
42: R33 Acquisitions and Dispositions (Tables) HTML 84K
43: R34 Property and Equipment (Tables) HTML 66K
44: R35 FCC Licenses (Tables) HTML 66K
45: R36 Goodwill (Tables) HTML 64K
46: R37 Other Intangibles (Tables) HTML 109K
47: R38 Other Current Liabilities (Tables) HTML 50K
48: R39 Long-Term Debt (Tables) HTML 45K
49: R40 Leases (Tables) HTML 72K
50: R41 Employee Benefit Plans (Tables) HTML 186K
51: R42 Revenue (Tables) HTML 70K
52: R43 Stock-Based Compensation (Tables) HTML 56K
53: R44 Income Taxes (Tables) HTML 125K
54: R45 Loss Per Share (Tables) HTML 51K
55: R46 Commitments and Contingencies (Tables) HTML 43K
56: R47 Segment Information (Tables) HTML 185K
57: R48 Nature of Business - Additional Information HTML 34K
(Detail)
58: R49 Summary of Significant Accounting Policies - HTML 40K
Summary of Credit Losses on Accounts Receivable
(Details)
59: R50 Summary of Significant Accounting Policies - HTML 53K
Additional Information (Detail)
60: R51 Acquisitions and Dispositions - Additional HTML 84K
Information (Detail)
61: R52 Acquisitions and Dispositions - Schedule Of Loss HTML 39K
On Termination (Details)
62: R53 Acquisitions and Dispositions - Summary of Asset HTML 42K
Allocation Based on Fair Value (Detail)
63: R54 Acquisitions and Dispositions - Schedule of HTML 55K
Assumptions Used in Valuation of FCC Licenses
(Detail)
64: R55 Acquisitions and Dispositions - Schedule of HTML 45K
Purchase Price Allocation (Detail)
65: R56 Property and Equipment - Summary of Property and HTML 64K
Equipment (Detail)
66: R57 Property and Equipment - Additional Information HTML 34K
(Detail)
67: R58 FCC Licenses - Carrying Amount of Broadcasting HTML 48K
Licenses (Detail)
68: R59 FCC Licenses - Discounted Cash Flow Analyses HTML 47K
(Detail)
69: R60 FCC Licenses - Additional Information (Detail) HTML 49K
70: R61 Goodwill - Additional Information (Detail) HTML 39K
71: R62 Goodwill - Summary of Carrying Amount of Goodwill HTML 43K
(Detail)
72: R63 Goodwill - Summary of Key Assumptions Used in the HTML 69K
Discounted Cash Flow Analyses (Detail)
73: R64 Other Intangibles - Summary of Other Intangibles HTML 65K
Acquired (Detail)
74: R65 Other Intangibles - Additional Information HTML 41K
(Detail)
75: R66 Other Intangibles - Summary of ??the key HTML 52K
assumptions used in the discounted cash flow
analyses (Detail)
76: R67 Other Intangibles - Summary of Estimated Future HTML 47K
Amortization Expense Related to Intangible Assets
(Detail)
77: R68 Other Current Liabilities - Summary of Other HTML 44K
Current Liabilities (Detail)
78: R69 Long-Term Debt - Summary of Long-Term Debt HTML 42K
(Detail)
79: R70 Long-Term Debt - Additional Information (Detail) HTML 58K
80: R71 Leases - Summary Of Lease Cost (Detail) HTML 49K
81: R72 Leases - Summary Of Future Minimum Payments HTML 49K
(Detail)
82: R73 Employee Benefit Plans - Additional Information HTML 53K
(Detail)
83: R74 Employee Benefit Plans - Summary of Change in HTML 44K
Benefit Obligation (Detail)
84: R75 Employee Benefit Plans - Summary of Change in Plan HTML 46K
Assets (Detail)
85: R76 Employee Benefit Plans - Summary of Amounts HTML 41K
Recognized in Statement of Financial Position
(Detail)
86: R77 Employee Benefit Plans - Summary of Amounts HTML 39K
Recognized in Accumulated Other Comprehensive
Income (Detail)
87: R78 Employee Benefit Plans - Summary of Information HTML 38K
for Pension Plans With Accumulated Benefit
Obligation in Excess of Plan Assets (Detail)
88: R79 Employee Benefit Plans - Summary of HTML 39K
Weighted-Average Assumptions for Disclosure
(Detail)
89: R80 Employee Benefit Plans - Summary of Components of HTML 42K
Net Periodic Benefit Cost and Other Amounts
Recognized in Other Comprehensive Income (Detail)
90: R81 Employee Benefit Plans - Summary of Other Changes HTML 45K
in Plan Assets and Benefit Obligations Recognized
in Other Comprehensive Income (Detail)
91: R82 Employee Benefit Plans - Summary of Amounts HTML 40K
Expected to be Recognized in Net Periodic Cost in
Coming Year (Detail)
92: R83 Employee Benefit Plans - Summary of HTML 44K
Weighted-Average Assumptions Used to Determine Net
Periodic Benefit Cost (Detail)
93: R84 Employee Benefit Plans - Summary of Estimated HTML 48K
Future Benefit Payments (Detail)
94: R85 Stockholders' Equity - Additional Information HTML 44K
(Detail)
95: R86 Revenue - Composition of Revenue (Detail) HTML 45K
96: R87 Revenue - Deferred Revenue (Detail) HTML 33K
97: R88 Revenue - Trade Sale Revenue (Detail) HTML 36K
98: R89 Stock-Based Compensation - Additional Information HTML 55K
(Detail)
99: R90 Stock-Based Compensation - Restricted Stock Units HTML 63K
(Detail)
100: R91 Income Taxes - Schedule of Income Tax Expense HTML 53K
(Benefit) (Detail)
101: R92 Income Taxes - Additional Information (Detail) HTML 35K
102: R93 Income Taxes - Schedule of Income Tax Expense HTML 49K
(Benefit), Federal Statutory Rate (Detail)
103: R94 Income Taxes - Schedule of Components of Deferred HTML 67K
Tax Assets and Liabilities (Detail)
104: R95 Loss Per Share - Schedule of Net Income Per Share HTML 56K
(Detail)
105: R96 Loss Per Share - Additional information (Detail) HTML 36K
106: R97 Related Party Transactions - Additional HTML 92K
Information (Detail)
107: R98 Commitments and Contingencies - Future Minimum HTML 44K
Payments to Third Parties for the Next Five Years
and Thereafter (Detail)
108: R99 Financial Instruments - Additional Information HTML 36K
(Detail)
109: R100 Segment Information - Summary of Reportable HTML 86K
Segment Information (Detail)
110: R101 Schedule I - Valuation and Qualifying Accounts HTML 39K
(Detail)
112: XML IDEA XML File -- Filing Summary XML 216K
115: XML XBRL Instance -- bbgi-20231231_htm XML 2.72M
111: EXCEL IDEA Workbook of Financial Report Info XLSX 186K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.83M
Linkbases Document -- bbgi-20231231
113: JSON XBRL Instance as JSON Data -- MetaLinks 698± 1.04M
114: ZIP XBRL Zipped Folder -- 0000950170-24-016348-xbrl Zip 432K
| EX-97.1 |
Exhibit 97.1
BEASLEY BROADCAST GROUP, INC.
POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Beasley Broadcast Group, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
This Policy shall apply to current and former Officers of the Company.
2. Compensation Subject to Policy
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
3. Recovery of Compensation
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
4. Manner of Recovery; Limitation on Duplicative Recovery
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
5. Administration
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the
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“Board”) may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board. Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
6. Interpretation
This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
7. No Indemnification; No Liability
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
8. Application; Enforceability
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.
9. Severability
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
10. Amendment and Termination
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
11. Definitions
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
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“Committee” means the Compensation Committee of the Board, provided that, for purposes of determining whether recovery of Incentive-Based Compensation that is Erroneously Awarded Compensation would be Impracticable, “Committee” shall mean the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.
“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable” means (a) the direct expenses paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company has (i) made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after such person began service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the Company has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D‑1(d) under the Exchange Act.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period
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(that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/16/24 | 4 | ||
| For Period end: | 12/31/23 | 4 | ||
| 10/2/23 | ||||
| List all Filings | ||||