8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 1, 2014

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))

EXPLANATORY NOTE

On December 2, 2014, Beasley Broadcast Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting that certain affiliates of the Company and CBS Radio Stations, Inc. (“CBS Radio”) had completed an exchange of all of the assets used or useful in the operation of the radio stations WRDW-FM and WXTU-FM in Philadelphia, Pennsylvania and WKIS-FM, WPOW-FM and WQAM-AM in Miami, Florida previously owned and operated by the Company for all of the assets used or useful in the operation of the radio stations WIP-AM in Philadelphia, WHFS-AM, WHFS-FM, WLLD-FM, WQYK-FM, WRBQ-FM and WYUU-FM in Tampa, Florida and WBAV-FM, WBCN-AM, WFNZ-AM, WKQC-FM, WNKS-FM, WPEG-FM and WSOC-FM in Charlotte, North Carolina (the “Assets Acquired”) previously owned and operated by CBS Radio pursuant to the Asset Exchange Agreement, dated October 1, 2014, by and among certain affiliates of the Company and CBS Radio. This Current Report on Form 8-K/A (“Amendment No. 1”) is being filed to amend and supplement the Initial Form 8-K to provide the financial information required under Item 9.01, which is permitted to be filed by amendment no later than 71 days after the due date of the Initial Form 8-K. No other modifications to the Initial Form 8-K are being made by Amendment No. 1. This Amendment No. 1 should be read in connection with the Initial Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of businesses acquired.

The audited Statements of Direct Revenues and Expenses of the Assets Acquired for the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012 and the Statements of Assets Acquired as of September 30, 2014 and December 31, 2013 are filed as Exhibit 99.1 to this Amendment No. 1 and are incorporated herein by reference.

(b) Pro forma financial information.

The unaudited Pro Forma Financial Statements of the Company as of September 30, 2014 and for the year ended December 31, 2013 and for the nine months ended September 30, 2014 are filed as Exhibit 99.2 to this Amendment No. 1 and are incorporated herein by reference.

(d) Exhibits

Exhibit Number	Description
10.1	Amendment no. 4 to credit agreement, dated as of August 9, 2012, by and among Beasley Mezzanine Holdings, LLC, General Electric Capital Corporation, as administrative agent, and the lenders party thereto.*
23.1	Consent of Crowe Horwath LLP.
99.1	Audited Statements of Direct Revenues and Expenses of the Assets Acquired for the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012 and the Statements of Assets Acquired as of September 30, 2014 and December 31, 2013.
99.2	Unaudited Pro Forma Financial Information of the Company as of September 30, 2014 and for the year ended December 31, 2013 and for the nine months ended September 30, 2014.

* Filed with Initial Form 8-K

SIGNATURE

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: February 17, 2015	By:	/s/ Caroline Beasley
		Caroline Beasley
		Executive Vice President & Chief Financial Officer

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Beasley Broadcast Group, Inc.

Naples, Florida

We hereby consent to the incorporation by reference in this Amendment No. 1 to the Form 8-K filed by Beasley Broadcast Group, Inc. of our report dated February 17, 2015 relating to our audits of the financial statements which comprise of the assets acquired of WIP-AM in Philadelphia, WHFS-AM, WHFS-FM, WLLD-FM, WQYK-FM, WRBQ-FM and WYUU-FM in Tampa, Florida and WBAV-FM, WBCN-AM, WFNZ-AM, WKQC-FM, WNKS-FM, WPEG-FM and WSOC-FM in Charlotte, North Carolina (certain identified assets of CBS Radio Stations Inc. a subsidiary of CBS Corporation) as of September 30, 2014 and December 31, 2013 and the statements of Direct Revenues and Expenses for the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012, appearing in this Form 8-K/A in exhibit 99.1.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida

February 17, 2015

EX-99.1

Exhibit 99.1

ASSETS ACQUIRED BY

BEASLEY BROADCAST GROUP, INC.

FINANCIAL STATEMENTS

AT SEPTEMBER 30, 2014 AND DECEMBER 31, 2013 AND

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 AND

THE YEARS ENDED DECEMBER 31, 2013 AND 2012

ASSETS ACQUIRED BY BEASLEY BROADCAST GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

Independent Auditor’s Report	1
Financial Statements
Statements of Direct Revenues and Expenses for the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012	3
Statements of Assets Acquired at September 30, 2014 and December 31, 2013	4
Notes to Financial Statements	5

Independent Auditor’s Report

The Board of Directors

CBS Radio Stations Inc.

New York, New York

and

The Board of Directors

Beasley Broadcast Group, Inc.

Naples, Florida

Report on the Financial Statements

We have audited the accompanying financial statements which comprise of the assets acquired of WIP-AM in Philadelphia, WHFS-AM, WHFS-FM, WLLD-FM, WQYK-FM, WRBQ-FM and WYUU-FM in Tampa, Florida and WBAV-FM, WBCN-AM, WFNZ-AM, WKQC-FM, WNKS-FM, WPEG-FM and WSOC-FM in Charlotte, North Carolina (certain identified assets of CBS Radio Stations Inc. a subsidiary of CBS Corporation) as of September 30, 2014 and December 31, 2013 and the statements of Direct Revenues and Expenses for the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above presents fairly, in all material respects Direct Revenues and Expenses for the nine months ended September 30, 2014 and the years ended December 31, 2013 and 2012 and the Assets Acquired as of September 30, 2014 and December 31, 2013 in accordance with U.S. generally accepted accounting principles.

Emphasis of Matters

The accompanying statements of Direct Revenues and Expenses and statements of Assets Acquired were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K of Beasley Broadcast Group, Inc. as described in note 2 and are not intended to be a complete presentation of the results of operations. Our opinion is not modified with respect to this matter.

As disclosed in Note 1 of the Notes to Financial Statements, on December 1, 2014, all of the assets used or useful in the operation of CBS Radio’s radio stations WIP-AM in Philadelphia, WHFS-AM, WHFS-FM, WLLD-FM, WQYK-FM, WRBQ-FM and WYUU-FM in Tampa, Florida and WBAV-FM, WBCN-AM, WFNZ-AM, WKQC-FM, WNKS-FM, WPEG-FM and WSOC-FM in Charlotte, North Carolina were exchanged with Beasley Broadcast Group, Inc. Our opinion is not modified with respect to this matter.

/s/ Crowe Horwath LLP

Fort Lauderdale, Florida

February 17, 2015

STATEMENTS OF DIRECT REVENUES AND EXPENSES

(Dollars in thousands)

	Nine Months Ended		Year Ended December 31,
	September 30, 2014		2013		2012
Revenues	$	43,171	$	58,295	$	57,674
Expenses:
Operating		11,966		16,286		17,445
Selling, general and administrative		19,403		27,202		25,943
Total expenses		31,369		43,488		43,388
Operating income before depreciation and amortization		11,802		14,807		14,286
Depreciation and amortization		1,299		1,964		2,247
Operating income	$	10,503	$	12,843	$	12,039

The accompanying notes are an integral part

of these financial statements.

-3-

STATEMENTS OF ASSETS ACQUIRED

(Dollars in thousands)

	At September 30, 2014		At December 31, 2013
Assets Acquired:
FCC broadcasting licenses	$	122,991	$	122,991
Property and equipment		11,495		12,059
Total assets acquired	$	134,486	$	135,050

The accompanying notes are an integral part

of these financial statements.

-4-

ASSETS ACQUIRED BY BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

(Dollars in thousands)

1) BACKGROUND

On December 1, 2014, certain affiliates of Beasley Broadcast Group, Inc. (“Beasley”) and CBS Radio Stations Inc. (“CBS Radio”), a subsidiary of CBS Corporation, completed an exchange of all of the assets used or useful in the operation of Beasley’s radio stations WRDW-FM and WXTU-FM in Philadelphia, Pennsylvania and WKIS-FM, WPOW-FM and WQAM-AM in Miami, Florida, for all of the assets used or useful in the operation of CBS Radio’s radio stations WIP-AM in Philadelphia, WHFS-AM, WHFS-FM, WLLD-FM, WQYK-FM, WRBQ-FM and WYUU-FM in Tampa, Florida and WBAV-FM, WBCN-AM, WFNZ-AM, WKQC-FM, WNKS-FM, WPEG-FM and WSOC-FM in Charlotte, North Carolina (the “Assets Acquired”).

2) BASIS OF PRESENTATION

The Assets Acquired constitute a single business and exceed the 40% significance threshold specified by the Securities and Exchange Commission’s (“SEC”) Regulation S-X. The accompanying Statements of Direct Revenues and Expenses and Statements of Assets Acquired have been prepared in accordance with accounting principles generally accepted in the United States. Assumptions and estimates were made regarding the Assets Acquired, revenues and expenses for the purpose of these financial statements.

The management of Beasley believes this presentation is more meaningful for the compliance of its SEC filing requirement than complete historical audited carve-out financial statements derived from CBS Corporation’s historical consolidated financial statements. In addition, Beasley management believes that the accompanying Statements of Direct Revenues and Expenses and Statements of Assets Acquired provide readers of its financial statements with all of the information material to their understanding of Beasley’s acquisition of the Assets Acquired.

The Statements of Direct Revenues and Expenses include revenues generated by the Assets Acquired, less expenses directly attributable to the Assets Acquired, and allocations of operating costs incurred within CBS Radio specifically relating to the Assets Acquired. Direct expenses include programming, engineering, sales and marketing, and general and administrative expenses directly attributable to the Assets Acquired, but do not include any allocation of general costs for administrative support provided by CBS Radio, such as human resources, tax, accounting, treasury, and legal, nor an allocation of income taxes. The Statements of Assets Acquired consist only of assets specifically acquired by Beasley.

As the Assets Acquired only include Federal Communications Commission (“FCC”) broadcasting licenses and property and equipment, the preparation of complete historical cash flow information, including operating, investing and financing activities is not practicable. For the radio business, typical

-5-

recurring investing activities consist of capital expenditures, which were $730 for the nine months ended September 30, 2014 and $1,450 and $2,214 for the years ended December 31, 2013 and 2012, respectively.

ASSETS ACQUIRED BY BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The primary source of revenue for the Assets Acquired is the sale of advertising time to local and national advertisers. Advertising revenue is recognized in the period during which advertising spots are broadcast and collection of revenue is reasonably assured. Revenues are reported net of agency commissions, which are calculated based on a stated percentage applied to gross billing revenue.

Revenues derived from a single sales contract that contains multiple products and services are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.

Property and Equipment

Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives as follows:

Buildings	10 to 40 years
Broadcasting equipment	3 to 12 years
Furniture, equipment and other	3 to 10 years
Leasehold improvements	Over the shorter of the lease term or estimated useful life of asset, up to a maximum of 10 years

Maintenance and repair costs that maintain property and equipment in their original operating condition are charged to expense as incurred. Improvements or additions that extend the useful life of the assets are capitalized.

-7-

ASSETS ACQUIRED BY BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

The table below presents the major classes of assets and accumulated depreciation and amortization.

	At		At
	September 30, 2014		December 31, 2013
Land	$	3,396	$	3,396
Buildings		7,261		7,261
Broadcasting equipment		18,506		18,098
Furniture, equipment and other		2,988		3,467
Leasehold improvements		5,189		5,101
		37,340		37,323
Less accumulated depreciation and amortization		25,845		25,264
Property and equipment, net	$	11,495	$	12,059

-8-

ASSETS ACQUIRED BY BEASLEY BROADCAST GROUP, INC.

NOTES TO FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

FCC Broadcasting Licenses

FCC broadcasting licenses are generally granted for renewable terms of eight years. Renewal costs are generally minor and expensed as incurred. FCC licenses are tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the licenses might be impaired. FCC licenses are tested for impairment at the geographic market level by comparing the estimated fair value of the FCC licenses by geographic market with their respective carrying values. If the carrying amounts of the licenses exceed their fair value, an impairment loss is recognized in an amount equal to that excess. For the purpose of these financial statements, there was no impairment for all periods presented.

-9-

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On December 1, 2014, certain affiliates of Beasley Broadcast Group, Inc. (the “Company”) and CBS Radio Stations, Inc. (“CBS Radio”) completed an exchange of all of the assets used or useful in the operation of the radio stations WRDW-FM and WXTU-FM in Philadelphia, Pennsylvania and WKIS-FM, WPOW-FM and WQAM-AM in Miami, Florida previously owned and operated by the Company for all of the assets used or useful in the operation of the radio stations WIP-AM in Philadelphia, WHFS-AM, WHFS-FM, WLLD-FM, WQYK-FM, WRBQ-FM and WYUU-FM in Tampa, Florida and WBAV-FM, WBCN-AM, WFNZ-AM, WKQC-FM, WNKS-FM, WPEG-FM and WSOC-FM in Charlotte, North Carolina (the “Assets Acquired”) previously owned and operated by CBS Radio pursuant to the Asset Exchange Agreement (the “Agreement”).

Unaudited Pro Forma Condensed Consolidated Financial Statements

The unaudited pro forma condensed consolidated financial statements being presented under Item 9.01(a) are Special Purpose Statements of Direct Revenues and Expenses and Special Purpose Statements of Assets Acquired, which are in abbreviated format and are presented in lieu of the financial information otherwise required by Rule 8-04 of Regulation S-X, as a result of a letter from the Securities and Exchange Commission, dated November 21, 2014, stating no objections to provision of the above described abbreviated financial statements, as more specifically outlined in this letter. Note 2 to the financial statements attached hereto as Exhibit 99.1 provides further information regarding the reasons for which abbreviated financial statements are presented and how the financial statements are not necessarily indicative of the results of the Assets Acquired in the future.

The unaudited pro forma condensed consolidated financial statements reflect the disposition of the assets used or useful in the operation of the radio stations WRDW-FM and WXTU-FM in Philadelphia, Pennsylvania and WKIS-FM, WPOW-FM and WQAM-AM in Miami, Florida previously owned and operated by the Company and the acquisition of the assets used or useful in the operation of the radio stations WIP-AM in Philadelphia, WHFS-AM, WHFS-FM, WLLD-FM, WQYK-FM, WRBQ-FM and WYUU-FM in Tampa, Florida and WBAV-FM, WBCN-AM, WFNZ-AM, WKQC-FM, WNKS-FM, WPEG-FM and WSOC-FM in Charlotte, North Carolina previously owned and operated by CBS Radio.

The unaudited pro forma condensed consolidated financial statements have been prepared based on estimates and assumptions, which management believes are reasonable. The unaudited pro forma condensed consolidated balance sheet assumes that the dispositions and acquisitions occurred on September 30, 2014. The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2014 assumes that the dispositions and acquisitions occurred on January 1, 2014. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2013 assumes that the dispositions and acquisitions occurred on January 1, 2013.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company included in the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2014 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what would have occurred had the dispositions and acquisitions been completed on the above dates or of results that may occur in the future.

Pro Forma Adjustments

Balance Sheet as of September 30, 2014

(a) Represents the elimination of certain prepaid expenses in Miami and Philadelphia as a result of the asset exchange.

(b) Represents the preliminary purchase price allocation for the assets acquired from CBS Radio in Philadelphia, Tampa, and Charlotte.

(c) Represents the elimination of the assets held for sale in Miami and Philadelphia which consisted of property and equipment of $3.3 million, FCC broadcasting licenses of $77.2 million, and goodwill of $6.6 million.

(d) Represents the elimination of certain current liabilities in Miami and Philadelphia as a result of the asset exchange.

(e) Represents the increase in deferred tax liabilities as a result of the asset exchange.

(f) Represents the estimated gain on exchange of radio stations, net of income taxes.

Statements of Operations for the Nine Months ended September 30, 2014

(a) The Company reported the results of operations from the dispositions in Miami and Philadelphia as discontinued operations in the Quarterly Report on Form 10-Q for the nine months ended September 30, 2014. Therefore, no adjustments were required for the dispositions in Miami and Philadelphia.

(b) Represents the results of operations from the acquisitions from CBS Radio in Philadelphia, Tampa, and Charlotte for the nine months ended September 30, 2014.

(c) Represents an estimate of depreciation expense on the assets acquired from CBS Radio in Philadelphia, Tampa, and Charlotte for the nine months ended September 30, 2014.

(d) The Company did not incur any new indebtedness or extinguish any existing indebtedness as a result of the transaction. Therefore, no interest adjustment was required as a result of the dispositions in Miami and Philadelphia or the acquisitions from CBS Radio in Philadelphia, Tampa, and Charlotte.

(e) Tax expense was estimated using a blended effective rate of 39.16% for the nine months ended September 30, 2014.

Statements of Operations for the Year ended December 31, 2013

(a) Represents the results of operations from the dispositions in Miami and Philadelphia for the year ended December 31, 2013.

(b) Represents the results of operations from the acquisitions from CBS Radio in Philadelphia, Tampa, and Charlotte for the year ended December 31, 2013.

(c) Represents an estimate of depreciation expense on the assets acquired from CBS Radio in Philadelphia, Tampa, and Charlotte for the year ended December 31, 2013.

(d) The Company did not incur any new indebtedness or extinguish any existing indebtedness as a result of the transaction. Therefore, no interest adjustment was required as a result of the dispositions in Miami and Philadelphia or the acquisitions from CBS Radio in Philadelphia, Tampa, and Charlotte.

(e) Tax expense was estimated using a blended effective rate of 38.36% for the year ended December 31, 2013.

BEASLEY BROADCAST GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2014

	Reported			Exchange			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	13,221,201		$	—		$	13,221,201
Accounts receivable, less allowance for doubtful accounts of $420,915		16,363,114			—			16,363,114
Prepaid expenses		2,600,658			(282,536	) (a)		2,318,122
Deferred tax assets		252,294			—			252,294
Other current assets		2,339,692			—			2,339,692
Total current assets		34,776,959			(282,536	)		34,494,423
Notes receivable from related parties		1,840,064			—			1,840,064
Property and equipment, net		17,896,147			10,517,045	(b)		28,413,192
FCC broadcasting licenses		109,116,730			125,211,600	(b)		234,328,330
Goodwill		7,062,310			1,795,206	(b)		8,857,516
Other intangibles, net		—			1,507,512	(b)		1,507,512
Assets held for sale		86,989,604			(86,989,604	) (c)		—
Other assets		6,034,429			—			6,034,429
Total assets	$	263,716,243		$	51,759,223		$	315,475,466
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	3,112,500		$	—		$	3,112,500
Accounts payable		1,118,205			—			1,118,205
Other current liabilities		8,454,678			(1,579,114	) (d)		6,875,564
Total current liabilities		12,685,383			(1,579,114	)		11,106,269
Long-term debt, net of current portion		95,859,375			—			95,859,375
Deferred tax liabilities		56,840,129			19,699,486	(e)		76,539,615
Other long-term liabilities		779,770			—			779,770
Total liabilities		166,164,657			18,120,372			184,285,029
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued		—			—			—
Class A common stock, $0.001 par value; 150,000,000 shares authorized; 9,280,121 issued and 6,449,217 outstanding		9,280			—			9,280
Class B common stock, $0.001 par value; 75,000,000 shares authorized; 16,662,743 issued and outstanding		16,662			—			16,662
Additional paid-in capital		118,345,243			—			118,345,243
Treasury stock, Class A common stock; 2,830,904 shares		(15,107,464	)		—			(15,107,464	)
Retained earnings (accumulated deficit)		(5,742,287	)		33,638,851	(f)		27,896,564
Accumulated other comprehensive income		30,152			—			30,152
Total stockholders’ equity		97,551,586			33,638,851			131,190,437
Total liabilities and stockholders’ equity	$	263,716,243		$	51,759,223		$	315,475,466

BEASLEY BROADCAST GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2014

	Reported (a)			Acquisitions			Pro Forma
Net revenue	$	40,143,834		$	43,171,000	(b)	$	83,314,834
Operating expenses:
Station operating expenses (including stock-based compensation of $175,558 and excluding depreciation and amortization shown separately below)		28,089,890			31,369,000	(b)		59,458,890
Corporate general and administrative expenses (including stock-based compensation of $919,047)		6,812,207			—			6,812,207
Depreciation and amortization		1,436,537			516,000	(c)		1,952,537
Total operating expenses		36,338,634			31,885,000			68,223,634
Operating income		3,805,200			11,286,000			15,091,200
Non-operating income (expense):
Interest expense		(3,404,616	)		—	(d)		(3,404,616	)
Loss on extinguishment of long-term debt		(30,569	)		—			(30,569	)
Other income (expense), net		302,081			—			302,081
Income from continuing operations before income taxes		672,096			11,286,000			11,958,096
Income tax expense		834,353			4,420,000	(e)		5,254,353
Income (loss) from continuing operations		(162,257	)		6,866,000			6,703,743
Net income (loss) per share:
Basic	$	(0.01	)				$	0.29
Diluted	$	(0.01	)				$	0.29
Weighted average shares outstanding:
Basic		22,807,413						22,807,413
Diluted		22,908,208						22,908,208

BEASLEY BROADCAST GROUP, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2013

	Reported			Dispositions			Acquisitions			Pro Forma
Net revenue	$	104,905,720		$	(48,807,760	) (a)	$	58,295,000	(b)	$	114,392,960
Operating expenses:
Station operating expenses (including stock-based compensation of $21,371 and excluding depreciation and amortization shown separately below)		67,044,139			(29,790,863	) (a)		43,488,000	(b)		80,741,276
Corporate general and administrative expenses (including stock-based compensation of $671,724)		8,624,395			—			—			8,624,395
Other operating expenses		185,916			—			—			185,916
Depreciation and amortization		2,220,641			(564,626	) (a)		688,000	(c)		2,344,015
Total operating expenses		78,075,091			(30,355,489	)		44,176,000			91,895,602
Operating income		26,830,629			(18,452,271	)		14,119,000			22,497,358
Non-operating income (expense):
Interest expense		(7,081,801	)		—			—	(d)		(7,081,801	)
Loss on extinguishment of long-term debt		(1,260,784	)		—			—			(1,260,784	)
Other income (expense), net		89,758			(9,314	) (a)		—			80,444
Income from continuing operations before income taxes		18,577,802			(18,461,585	)		14,119,000			14,235,217
Income tax expense		7,031,539			(7,081,864	) (e)		5,416,000	(e)		5,365,675
Income from continuing operations		11,546,263			(11,379,721	)		8,703,000			8,869,542
Net income per share:
Basic	$	0.51								$	0.39
Diluted	$	0.51								$	0.39
Weighted average shares outstanding:
Basic		22,735,774									22,735,774
Diluted		22,838,209									22,838,209