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[10-Q] Beasley Broadcasting Group Inc Quarterly Earnings Report

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

Beasley Broadcast Group, Inc. reported weaker top-line results for the quarter and first half of 2025 as audio advertising softened. Consolidated net revenue was $52.99 million for the three months ended June 30, 2025, down 12.3% from the prior-year quarter, with Audio revenue falling to $39.82 million and Digital remaining near prior-year levels at $13.18 million. For the six months, revenue declined 11.2% to $101.91 million. Operating expenses were reduced, and interest expense declined materially versus prior periods, driven by amortization related to the October 2024 debt restructuring.

The company reported a six-month net loss of $2.84 million versus a six-month loss of $0.27 million a year earlier, and a quarter net loss of $0.15 million. Long-term debt carrying value was $239.06 million at June 30, 2025, and the company completed partial repurchases of prior notes, recording a $0.5 million gain. Management expects to receive aggregate proceeds of approximately $26.0 million from planned station asset sales in the second half of 2025 subject to FCC approval, and adopted a new equity incentive plan authorizing up to 300,000 Class A shares.

Beasley Broadcast Group, Inc. ha registrato risultati top-line più deboli nel trimestre e nel primo semestre 2025 a causa del rallentamento della pubblicità audio. Il ricavo netto consolidato è stato di $52.99 million per i tre mesi terminati il 30 giugno 2025, in calo del 12.3% rispetto allo stesso trimestre dell'anno precedente, con i ricavi Audio scesi a $39.82 million e i ricavi Digital sostanzialmente stabili a $13.18 million. Per i sei mesi i ricavi sono diminuiti dell'11.2%, attestandosi a $101.91 million. Le spese operative sono state ridotte e l'onere per interessi è diminuito in maniera significativa rispetto ai periodi precedenti, principalmente a causa dell'ammortamento collegato alla ristrutturazione del debito di ottobre 2024.

La società ha riportato una perdita netta di $2.84 million nei sei mesi, rispetto a una perdita di $0.27 million dell'anno precedente, e una perdita netta trimestrale di $0.15 million. Il valore di carico del debito a lungo termine era di $239.06 million al 30 giugno 2025, e la società ha completato riacquisti parziali di precedenti obbligazioni, registrando un utile di $0.5 million. Il management prevede di incassare complessivamente circa $26.0 million dalle previste vendite di stazioni nella seconda metà del 2025, soggette all'approvazione della FCC, e ha adottato un nuovo piano di incentivazione azionaria che autorizza fino a 300,000 azioni di Classe A.

Beasley Broadcast Group, Inc. informó resultados de ingresos más débiles en el trimestre y el primer semestre de 2025 debido a la desaceleración de la publicidad de audio. Los ingresos netos consolidados fueron de $52.99 million para los tres meses cerrados el 30 de junio de 2025, una caída del 12.3% respecto al mismo trimestre del año anterior, con los ingresos de Audio reduciéndose a $39.82 million y los digitales manteniéndose cerca de los niveles del año previo en $13.18 million. En los seis meses, los ingresos disminuyeron un 11.2% hasta $101.91 million. Se redujeron los gastos operativos y el gasto por intereses disminuyó de forma significativa en comparación con periodos anteriores, impulsado por la amortización relacionada con la reestructuración de la deuda de octubre de 2024.

La compañía reportó una pérdida neta semestral de $2.84 million frente a una pérdida de $0.27 million un año antes, y una pérdida neta trimestral de $0.15 million. El valor en libros de la deuda a largo plazo era de $239.06 million al 30 de junio de 2025, y la empresa completó recompras parciales de emisiones previas, registrando una ganancia de $0.5 million. La dirección espera recibir ingresos agregados de aproximadamente $26.0 million por ventas planificadas de estaciones en la segunda mitad de 2025, sujetas a la aprobación de la FCC, y adoptó un nuevo plan de incentivos de capital que autoriza hasta 300,000 acciones de Clase A.

Beasley Broadcast Group, Inc.� 오디� 광고� 둔화� 2025� 분기 � 상반� 매출� 약화되었다고 보고했습니다. 연결 순매출은 2025� 6� 30일로 종료� 3개월 동안 $52.99 million으로 전년 동기 대� 12.3% 감소했으�, 오디� 매출은 $39.82 million으로 줄고 디지� 매출은 전년 수준� 비슷� $13.18 million� 기록했습니다. 상반� 매출은 11.2% 감소� $101.91 million이었습니�. 영업비용은 축소되었�, 2024� 10� 채무 구조조정� 관련된 상각으로 이전 기간� 비해 이자비용� 크게 줄었습니�.

회사� 상반� 순손� $2.84 million� 보고했으�, 이는 전년 동기 상반� 손실 $0.27 million보다 확대� 수치입니�. 분기 순손실은 $0.15 million였습니�. 2025� 6� 30� 기준 장기부� 장부가액은 $239.06 million였�, 회사� 기존 채권 일부� 부분적으로 환매하여 $0.5 million� 이익� 기록했습니다. 경영진은 FCC 승인 조건으로 2025� 하반기에 계획� 방송� 자산 매각으로 � $26.0 million� 총수익을 얻을 것으� 예상하며, 최대 300,000� 클래� A 주식� 허용하는 새로� 주식 인센티브 계획� 채택했습니다.

Beasley Broadcast Group, Inc. a indiqué des performances de chiffre d'affaires plus faibles pour le trimestre et le premier semestre 2025 en raison d'un ralentissement de la publicité audio. Le chiffre d'affaires net consolidé s'est élevé à $52.99 million pour les trois mois clos le 30 juin 2025, en baisse de 12.3% par rapport au trimestre correspondant de l'année précédente, les revenus Audio étant tombés à $39.82 million tandis que les revenus numériques restaient proches des niveaux de l'année précédente à $13.18 million. Sur six mois, le chiffre d'affaires a diminué de 11.2% pour s'établir à $101.91 million. Les charges opérationnelles ont été réduites et les frais d'intérêts ont diminué de manière significative par rapport aux périodes antérieures, en raison de l'amortissement lié à la restructuration de la dette d'octobre 2024.

La société a enregistré une perte nette semestrielle de $2.84 million contre une perte de $0.27 million un an plus tôt, et une perte nette trimestrielle de $0.15 million. La valeur comptable de la dette à long terme s'élevait à $239.06 million au 30 juin 2025, et la société a réalisé des rachats partiels d'anciennes obligations, enregistrant un gain de $0.5 million. La direction s'attend à recevoir des produits globaux d'environ $26.0 million provenant des ventes prévues d'actifs de stations au second semestre 2025, sous réserve de l'approbation de la FCC, et a adopté un nouveau plan d'incitation en actions autorisant jusqu'à 300,000 actions de classe A.

Beasley Broadcast Group, Inc. meldete schwächere Umsatzzahlen für das Quartal und das erste Halbjahr 2025, da die Audio-Werbeausgaben nachließen. Der konsolidierte Nettoumsatz belief sich für die drei Monate zum 30. Juni 2025 auf $52.99 million, ein Rückgang von 12.3% gegenüber dem Vorjahresquartal. Die Audio-Erlöse sanken auf $39.82 million, während die Digital-Erlöse mit $13.18 million nahezu auf Vorjahresniveau blieben. Für die sechs Monate gingen die Erlöse um 11.2% auf $101.91 million zurück. Die Betriebskosten wurden gesenkt und der Zinsaufwand ging infolge der im Oktober 2024 durchgeführten Schuldenrestrukturierung deutlich zurück.

Das Unternehmen verzeichnete einen Nettoverlust von $2.84 million für das Halbjahr gegenüber einem Verlust von $0.27 million im Vorjahr sowie einen Quartalsverlust von $0.15 million. Der Buchwert der langfristigen Verbindlichkeiten betrug zum 30. Juni 2025 $239.06 million. Teilweise Rückkäufe früherer Schuldverschreibungen wurden abgeschlossen, dabei wurde ein Gewinn von $0.5 million verbucht. Das Management erwartet, nach FCC-Zulassung in der zweiten Jahreshälfte 2025 aus geplanten Veräußerungen von Sender-Assets insgesamt rund $26.0 million Erlöse zu erzielen und hat einen neuen Aktienanreizplan verabschiedet, der bis zu 300,000 Class-A-Aktien autorisiert.

Positive
  • Interest expense materially declined versus prior year quarters (interest expense down ~45.9% quarter-over-quarter and ~42.8% YTD) following the October 2024 debt restructuring.
  • Planned asset sales expected to generate approximately $26.0 million in the second half of 2025 (WPBB-FM $8.0M; two Fort Myers disposals $9.0M each), providing potential near-term liquidity.
  • Recorded a $0.5 million gain on repurchase of long-term debt in Q2 2025 and completed debt exchange steps in 2024 that reduced ongoing interest burden.
  • Adopted a new equity incentive plan (2025 Plan) authorizing up to 300,000 Class A shares to support retention and compensation.
Negative
  • Revenue decline: Consolidated net revenue down 12.3% for the quarter and 11.2% for the six months ended June 30, 2025, driven by Audio weakness (Audio down 16.0% Q/Q; 14.2% YTD).
  • Widening net loss: Six-month net loss increased to $2.84 million in 2025 from $0.27 million in 2024, representing a material deterioration in year-to-date profitability.
  • High absolute debt levels: Long-term debt carrying amount was $239.06 million at June 30, 2025, with fair value estimates substantially lower, and restrictive covenants limit flexibility.
  • Planned station dispositions will reduce operating scale (company will exit Fort Myers-Naples upon closing) which may further affect local revenue going forward.

Insights

TL;DR: Revenue contraction and a larger YTD loss increase near-term pressure; liquidity aided by planned $26M of asset sales but debt remains substantial.

Beasley experienced meaningful declines in Audio revenue (-16.0% Q/Q and -14.2% YTD for Audio) driving consolidated revenue down 12.3% for the quarter and 11.2% YTD. Expense reductions and lower interest expense partially offset the revenue decline, but net loss widened to $2.84 million for the six months. Long-term debt remains material at $239.06 million with estimated fair value reductions noted. The announced asset dispositions expected to generate approximately $26.0 million could improve near-term liquidity if closed, but they will reduce market presence in Fort Myers-Naples. Overall, results are materially weaker versus prior year and warrant monitoring of cash performance and covenant headroom.

TL;DR: Debt restructuring reduced interest burdens; planned asset sales and targeted repurchases hint at active balance-sheet management.

The October 2024 debt exchange and subsequent repurchases lowered reported interest expense substantially (interest down ~45.9% quarter-over-quarter). The company recorded a $0.5 million gain on a small debt repurchase in Q2 2025 and capitalized certain fees related to restructuring. Management expects roughly $26.0 million from asset sales in H2 2025 (including an $8.0M Tampa sale and two Fort Myers transactions of $9.0M each), subject to FCC approval. These transactions, if completed, would provide non-operating liquidity that could be used for working capital or debt reduction, but they will also shrink local market operations. Impact is material but mixed; execution and regulatory approvals are key.

Beasley Broadcast Group, Inc. ha registrato risultati top-line più deboli nel trimestre e nel primo semestre 2025 a causa del rallentamento della pubblicità audio. Il ricavo netto consolidato è stato di $52.99 million per i tre mesi terminati il 30 giugno 2025, in calo del 12.3% rispetto allo stesso trimestre dell'anno precedente, con i ricavi Audio scesi a $39.82 million e i ricavi Digital sostanzialmente stabili a $13.18 million. Per i sei mesi i ricavi sono diminuiti dell'11.2%, attestandosi a $101.91 million. Le spese operative sono state ridotte e l'onere per interessi è diminuito in maniera significativa rispetto ai periodi precedenti, principalmente a causa dell'ammortamento collegato alla ristrutturazione del debito di ottobre 2024.

La società ha riportato una perdita netta di $2.84 million nei sei mesi, rispetto a una perdita di $0.27 million dell'anno precedente, e una perdita netta trimestrale di $0.15 million. Il valore di carico del debito a lungo termine era di $239.06 million al 30 giugno 2025, e la società ha completato riacquisti parziali di precedenti obbligazioni, registrando un utile di $0.5 million. Il management prevede di incassare complessivamente circa $26.0 million dalle previste vendite di stazioni nella seconda metà del 2025, soggette all'approvazione della FCC, e ha adottato un nuovo piano di incentivazione azionaria che autorizza fino a 300,000 azioni di Classe A.

Beasley Broadcast Group, Inc. informó resultados de ingresos más débiles en el trimestre y el primer semestre de 2025 debido a la desaceleración de la publicidad de audio. Los ingresos netos consolidados fueron de $52.99 million para los tres meses cerrados el 30 de junio de 2025, una caída del 12.3% respecto al mismo trimestre del año anterior, con los ingresos de Audio reduciéndose a $39.82 million y los digitales manteniéndose cerca de los niveles del año previo en $13.18 million. En los seis meses, los ingresos disminuyeron un 11.2% hasta $101.91 million. Se redujeron los gastos operativos y el gasto por intereses disminuyó de forma significativa en comparación con periodos anteriores, impulsado por la amortización relacionada con la reestructuración de la deuda de octubre de 2024.

La compañía reportó una pérdida neta semestral de $2.84 million frente a una pérdida de $0.27 million un año antes, y una pérdida neta trimestral de $0.15 million. El valor en libros de la deuda a largo plazo era de $239.06 million al 30 de junio de 2025, y la empresa completó recompras parciales de emisiones previas, registrando una ganancia de $0.5 million. La dirección espera recibir ingresos agregados de aproximadamente $26.0 million por ventas planificadas de estaciones en la segunda mitad de 2025, sujetas a la aprobación de la FCC, y adoptó un nuevo plan de incentivos de capital que autoriza hasta 300,000 acciones de Clase A.

Beasley Broadcast Group, Inc.� 오디� 광고� 둔화� 2025� 분기 � 상반� 매출� 약화되었다고 보고했습니다. 연결 순매출은 2025� 6� 30일로 종료� 3개월 동안 $52.99 million으로 전년 동기 대� 12.3% 감소했으�, 오디� 매출은 $39.82 million으로 줄고 디지� 매출은 전년 수준� 비슷� $13.18 million� 기록했습니다. 상반� 매출은 11.2% 감소� $101.91 million이었습니�. 영업비용은 축소되었�, 2024� 10� 채무 구조조정� 관련된 상각으로 이전 기간� 비해 이자비용� 크게 줄었습니�.

회사� 상반� 순손� $2.84 million� 보고했으�, 이는 전년 동기 상반� 손실 $0.27 million보다 확대� 수치입니�. 분기 순손실은 $0.15 million였습니�. 2025� 6� 30� 기준 장기부� 장부가액은 $239.06 million였�, 회사� 기존 채권 일부� 부분적으로 환매하여 $0.5 million� 이익� 기록했습니다. 경영진은 FCC 승인 조건으로 2025� 하반기에 계획� 방송� 자산 매각으로 � $26.0 million� 총수익을 얻을 것으� 예상하며, 최대 300,000� 클래� A 주식� 허용하는 새로� 주식 인센티브 계획� 채택했습니다.

Beasley Broadcast Group, Inc. a indiqué des performances de chiffre d'affaires plus faibles pour le trimestre et le premier semestre 2025 en raison d'un ralentissement de la publicité audio. Le chiffre d'affaires net consolidé s'est élevé à $52.99 million pour les trois mois clos le 30 juin 2025, en baisse de 12.3% par rapport au trimestre correspondant de l'année précédente, les revenus Audio étant tombés à $39.82 million tandis que les revenus numériques restaient proches des niveaux de l'année précédente à $13.18 million. Sur six mois, le chiffre d'affaires a diminué de 11.2% pour s'établir à $101.91 million. Les charges opérationnelles ont été réduites et les frais d'intérêts ont diminué de manière significative par rapport aux périodes antérieures, en raison de l'amortissement lié à la restructuration de la dette d'octobre 2024.

La société a enregistré une perte nette semestrielle de $2.84 million contre une perte de $0.27 million un an plus tôt, et une perte nette trimestrielle de $0.15 million. La valeur comptable de la dette à long terme s'élevait à $239.06 million au 30 juin 2025, et la société a réalisé des rachats partiels d'anciennes obligations, enregistrant un gain de $0.5 million. La direction s'attend à recevoir des produits globaux d'environ $26.0 million provenant des ventes prévues d'actifs de stations au second semestre 2025, sous réserve de l'approbation de la FCC, et a adopté un nouveau plan d'incitation en actions autorisant jusqu'à 300,000 actions de classe A.

Beasley Broadcast Group, Inc. meldete schwächere Umsatzzahlen für das Quartal und das erste Halbjahr 2025, da die Audio-Werbeausgaben nachließen. Der konsolidierte Nettoumsatz belief sich für die drei Monate zum 30. Juni 2025 auf $52.99 million, ein Rückgang von 12.3% gegenüber dem Vorjahresquartal. Die Audio-Erlöse sanken auf $39.82 million, während die Digital-Erlöse mit $13.18 million nahezu auf Vorjahresniveau blieben. Für die sechs Monate gingen die Erlöse um 11.2% auf $101.91 million zurück. Die Betriebskosten wurden gesenkt und der Zinsaufwand ging infolge der im Oktober 2024 durchgeführten Schuldenrestrukturierung deutlich zurück.

Das Unternehmen verzeichnete einen Nettoverlust von $2.84 million für das Halbjahr gegenüber einem Verlust von $0.27 million im Vorjahr sowie einen Quartalsverlust von $0.15 million. Der Buchwert der langfristigen Verbindlichkeiten betrug zum 30. Juni 2025 $239.06 million. Teilweise Rückkäufe früherer Schuldverschreibungen wurden abgeschlossen, dabei wurde ein Gewinn von $0.5 million verbucht. Das Management erwartet, nach FCC-Zulassung in der zweiten Jahreshälfte 2025 aus geplanten Veräußerungen von Sender-Assets insgesamt rund $26.0 million Erlöse zu erzielen und hat einen neuen Aktienanreizplan verabschiedet, der bis zu 300,000 Class-A-Aktien autorisiert.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

 

FORM 10-Q

 

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended June 30, 2025

 

OR

 

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission File Number: 000-29253

 

BEASLEY BROADCAST GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

65-0960915

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

3033 Riviera Drive, Suite 200

Naples, Florida 34103

(Address of Principal Executive Offices and Zip Code)

 

(239) 263-5000

(Registrant's Telephone Number, Including Area Code)

 

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

 

Title of Each Class

Trading Symbol

Name of Each Exchange on which Registered

Class A Common Stock, par value $0.001 per share

BBGI

Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Class A Common Stock, $0.001 par value, 970,857 Shares Outstanding as of August 6, 2025

 

Class B Common Stock, $0.001 par value, 833,137 Shares Outstanding as of August 6, 2025

 

 

 

 


 

INDEX

 

 

 

 

Page

No.

 

 

 

 

PART I

 

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements.

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements.

 

7

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

14

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

21

 

 

 

 

Item 4.

Controls and Procedures.

 

21

 

 

 

 

PART II

 

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings.

 

22

 

 

 

 

Item 1A.

Risk Factors.

 

22

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

22

 

 

 

 

Item 3.

Defaults Upon Senior Securities.

 

22

 

 

 

 

Item 4.

Mine Safety Disclosures.

 

22

 

 

 

 

Item 5.

Other Information.

 

22

 

 

 

 

Item 6.

Exhibits.

 

23

 

 

 

 

SIGNATURES

 

24

 

 


 

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

 

December 31,

 

 

June 30,

 

 

 

2024

 

 

2025

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

13,772,720

 

 

$

13,723,924

 

Accounts receivable, less allowance for credit losses of $1,698,285 in 2024 and
   $
1,723,043 in 2025

 

 

51,551,945

 

 

 

51,280,045

 

Prepaid expenses

 

 

3,139,678

 

 

 

5,255,801

 

Other current assets

 

 

825,794

 

 

 

2,479,647

 

Total current assets

 

 

69,290,137

 

 

 

72,739,417

 

Property and equipment, net

 

 

47,000,978

 

 

 

44,067,245

 

Operating lease right-of-use assets

 

 

33,233,714

 

 

 

31,395,558

 

FCC licenses

 

 

392,259,831

 

 

 

385,074,211

 

Other intangibles, net

 

 

2,082,098

 

 

 

1,968,468

 

Assets held for sale

 

 

 

 

7,316,486

 

Other assets

 

 

5,340,067

 

 

 

5,476,590

 

Total assets

 

$

549,206,825

 

 

$

548,037,975

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

21,037,797

 

 

$

26,029,302

 

Operating lease liabilities

 

 

8,688,874

 

 

 

8,438,422

 

Other current liabilities

 

 

23,260,496

 

 

 

28,098,948

 

Current portion of long-term debt

 

 

 

 

2,795,000

 

Total current liabilities

 

 

52,987,167

 

 

 

65,361,672

 

Due to related parties

 

 

24,307

 

 

 

8,951

 

Long-term debt

 

 

247,117,717

 

 

 

239,055,035

 

Operating lease liabilities

 

 

31,402,424

 

 

 

29,929,186

 

Deferred tax liabilities

 

 

63,747,937

 

 

 

62,451,668

 

Other long-term liabilities

 

 

6,707,566

 

 

 

6,707,566

 

Total liabilities

 

 

401,987,118

 

 

 

403,514,078

 

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; 1,152,366
   issued and
957,876 outstanding in 2024; 1,170,419 issued and 970,857
   outstanding in 2025

 

 

18,173

 

 

 

18,191

 

Class B common stock, $0.001 par value; 75,000,000 shares authorized; 833,137
   issued and outstanding in 2024 and 2025

 

 

16,662

 

 

 

16,662

 

Additional paid-in capital

 

 

156,595,835

 

 

 

156,771,045

 

Treasury stock, Class A common stock; 194,490 shares in 2024; 199,562 shares
   in 2025

 

 

(29,337,880

)

 

 

(29,364,922

)

Retained earnings

 

 

19,155,668

 

 

 

16,311,672

 

Accumulated other comprehensive income

 

 

771,249

 

 

 

771,249

 

Total stockholders' equity

 

 

147,219,707

 

 

 

144,523,897

 

Total liabilities and stockholders' equity

 

$

549,206,825

 

 

$

548,037,975

 

 

See accompanying notes to condensed consolidated financial statements

3


 

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

2025

 

Net revenue

 

$

60,435,657

 

 

$

52,999,711

 

Operating expenses:

 

 

 

 

 

 

Operating expenses (including stock-based compensation of $13,679 in 2024
   and $
19,897 in 2025 and excluding depreciation and amortization shown
   separately below)

 

 

49,347,793

 

 

 

44,750,198

 

Corporate expenses (including stock-based compensation of $248,012 in 2024
   and $
56,712 in 2025)

 

 

3,879,771

 

 

 

3,769,243

 

Depreciation and amortization

 

 

1,832,894

 

 

 

1,589,014

 

Total operating expenses

 

 

55,060,458

 

 

 

50,108,455

 

Operating income

 

 

5,375,199

 

 

 

2,891,256

 

Non-operating income (expense):

 

 

 

 

 

 

Interest expense

 

 

(6,092,829

)

 

 

(3,294,772

)

Gain on repurchase of long-term debt

 

 

 

 

525,000

 

Other income, net

 

 

357,260

 

 

 

75,887

 

Income (loss) before income taxes

 

 

(360,370

)

 

 

197,371

 

Income tax expense (benefit)

 

 

(75,986

)

 

 

283,990

 

Loss before equity in earnings of unconsolidated affiliates

 

 

(284,384

)

 

 

(86,619

)

Equity in earnings of unconsolidated affiliates, net of tax

 

 

8,363

 

 

 

(67,556

)

Net loss

 

 

(276,021

)

 

 

(154,175

)

Net loss per Class A and Class B common share:

 

 

 

 

 

 

Basic and diluted

 

$

(0.18

)

 

$

(0.09

)

Weighted-average shares outstanding:

 

 

 

 

 

 

Basic and diluted

 

 

1,517,710

 

 

 

1,794,754

 

 

See accompanying notes to condensed consolidated financial statements

4


 

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2025

 

Net revenue

 

$

114,816,003

 

 

$

101,912,176

 

Operating expenses:

 

 

 

 

 

 

Operating expenses (including stock-based compensation of $35,917 in 2024
   and $
48,065 in 2025 and excluding depreciation and amortization shown
   separately below)

 

 

98,588,791

 

 

 

89,991,459

 

Corporate expenses (including stock-based compensation of $379,135 in 2024
   and $
127,163 in 2025)

 

 

8,287,603

 

 

 

7,788,705

 

Depreciation and amortization

 

 

3,667,496

 

 

 

3,241,345

 

Total operating expenses

 

 

110,543,890

 

 

 

101,021,509

 

Operating income

 

 

4,272,113

 

 

 

890,667

 

Non-operating income (expense):

 

 

 

 

 

 

Interest expense

 

 

(11,680,137

)

 

 

(6,675,414

)

Gain on repurchase of long-term debt

 

 

 

 

525,000

 

Gain on sale of investment

 

 

6,026,776

 

 

 

Other income, net

 

 

627,265

 

 

 

1,173,372

 

Loss before income taxes

 

 

(753,983

)

 

 

(4,086,375

)

Income tax benefit

 

 

(486,216

)

 

 

(1,283,737

)

Loss before equity in earnings of unconsolidated affiliates

 

 

(267,767

)

 

 

(2,802,638

)

Equity in earnings of unconsolidated affiliates, net of tax

 

 

(284

)

 

 

(41,358

)

Net loss

 

 

(268,051

)

 

 

(2,843,996

)

Net loss per Class A and Class B common share:

 

 

 

 

 

 

Basic and diluted

 

$

(0.18

)

 

$

(1.59

)

Weighted-average shares outstanding:

 

 

 

 

 

 

Basic and diluted

 

 

1,517,001

 

 

 

1,793,399

 

 

See accompanying notes to condensed consolidated financial statements

 

5


 

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

Six Months Ended June 30,

 

 

 

2024

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(268,051

)

 

$

(2,843,996

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

Stock-based compensation

 

 

415,052

 

 

 

175,228

 

Provision for credit losses

 

 

291,000

 

 

 

24,758

 

Depreciation and amortization

 

 

3,667,496

 

 

 

3,241,345

 

Amortization of premium and debt issuance costs

 

 

671,278

 

 

 

(3,767,682

)

Gain on repurchase of long-term debt

 

 

 

 

 

(525,000

)

Gain on disposition

 

 

 

 

(1,698,228

)

Gain on sale of investment

 

 

(6,026,776

)

 

 

 

Deferred income taxes

 

 

(1,671,970

)

 

 

(1,296,269

)

Equity in earnings of unconsolidated affiliates

 

 

284

 

 

 

41,358

 

Change in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

5,957,880

 

 

 

247,142

 

Prepaid expenses

 

 

(1,480,053

)

 

 

(2,116,123

)

Other assets

 

 

(351,853

)

 

 

(1,565,380

)

Accounts payable

 

 

(561,485

)

 

 

4,991,505

 

Other liabilities

 

 

1,656,819

 

 

 

4,825,927

 

Other operating activities

 

 

256,205

 

 

 

(154,508

)

Net cash provided by (used in) operating activities

 

 

2,555,826

 

 

 

(419,923

)

Cash flows from investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(1,984,851

)

 

 

(1,373,338

)

Proceeds from disposition

 

 

 

 

2,746,507

 

Proceeds from sale of investment

 

 

6,026,776

 

 

 

 

Net cash provided by investing activities

 

 

4,041,925

 

 

 

1,373,169

 

Cash flows from financing activities:

 

 

 

 

 

 

Repurchase of long-term debt

 

 

 

 

(975,000

)

Purchase of treasury stock

 

 

(37,485

)

 

 

(27,042

)

Net cash used in financing activities

 

 

(37,485

)

 

 

(1,002,042

)

Net increase (decrease) in cash and cash equivalents

 

 

6,560,266

 

 

 

(48,796

)

Cash and cash equivalents at beginning of period

 

 

26,733,921

 

 

 

13,772,720

 

Cash and cash equivalents at end of period

 

$

33,294,187

 

 

$

13,723,924

 

Cash paid for interest

 

$

11,514,380

 

 

$

6,628,990

 

Cash paid for income taxes

 

$

351,975

 

 

$

1,170,800

 

 

See accompanying notes to condensed consolidated financial statements

6


 

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)
Interim Financial Statements

 

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Beasley Broadcast Group, Inc. and its subsidiaries (the “Company”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented, and all such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations; therefore, the results shown on an interim basis are not necessarily indicative of results for the full year.

(2)
Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued guidance that requires entities to disclose, in the notes to financial statements, specified information about certain costs and expenses including the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, entities will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of reviewing the new guidance.

In December 2023, the FASB issued guidance which requires additional disclosures primarily related to the Company's income tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively. The Company is currently in the process of reviewing the new guidance.

(3)
Disposition

On June 27, 2025, the Company entered into an agreement to sell substantially all of the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $8.0 million in cash. The sale, which is subject to FCC approval and other customary closing conditions, is expected to close during the third or fourth quarter of 2025. A summary of assets held for sale as of June 30, 2025 is as follows:

 

Property and equipment, net

 

$

130,866

 

FCC license

 

 

7,185,620

 

 

 

$

7,316,486

 

 

(4)
FCC Licenses

Changes in the carrying amount of Federal Communications Commission ("FCC") licenses for the six months ended June 30, 2025 are as follows:

 

Balance as of December 31, 2024

 

$

392,259,831

 

Assets held for sale reclassification (see Note 3)

 

 

(7,185,620

)

Balance as of June 30, 2025

 

$

385,074,211

 

 

7


 

(5)
Proceeds from BMI Sale

 

On March 8, 2024, the Company received $6.0 million related to the sale of an investment in Broadcast Music, Inc. (“BMI”) and recorded a gain of $6.0 million. The gain on sale of investment is reported in the accompanying condensed consolidated statement of net loss for the six months ended June 30, 2024. After the sale, the Company no longer holds an investment in BMI.

 

(6)
Long-Term Debt

Long-term debt is comprised of the following:

 

 

December 31,

 

 

June 30,

 

 

2024

 

 

2025

 

Current portion of long-term debt:

 

 

 

 

 

 

8.625% secured notes due February 1, 2026

 

$

 

 

$

2,795,000

 

Long-term debt:

 

 

 

 

 

 

8.625% secured notes due February 1, 2026

 

$

4,295,000

 

 

$

 

11.000% senior secured first lien notes due August 1, 2028

 

 

30,899,000

 

 

 

30,899,000

 

9.200% senior secured second lien notes due August 1, 2028

 

 

184,922,000

 

 

 

184,922,000

 

Unamortized premium

 

 

27,001,717

 

 

 

23,234,035

 

 

$

247,117,717

 

 

$

239,055,035

 

 

On February 2, 2021, the Company issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Prior Notes”) under an indenture dated February 2, 2021 (the “Prior Notes Indenture”). Interest on the Prior Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.

 

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, and certain other of the Company’s subsidiaries, completed: (i) the exchange (the “Exchange Offer”) of $194.7 million aggregate principal amount of the Prior Notes (representing 72.9% of the aggregate principal amount outstanding of the Prior Notes) for (a) $184.9 million aggregate principal amount of the Issuer’s newly issued 9.200% Senior Secured Second Lien Notes due August 1, 2028 (the “Exchange Notes”) at an exchange ratio of 95.0% of the aggregate principal amount of the Prior Notes tendered for exchange, (b) 179,383 shares of Class A Common Stock of the Company, based upon pro rata ownership of the Exchange Notes issued by the Issuer, and (c) certain cash payments aggregating approximately $1.7 million; (ii) the purchase of $68.0 million aggregate principal amount of the Prior Notes at a purchase price of 62.5% plus accrued and unpaid interest (such offer, the “Tender Offer”); and (iii) the issuance by the Issuer of $30.9 million aggregate principal amount of 11.000% Senior Secured First Lien notes due August 1, 2028 (the “New Notes,” and such offering, the “New Notes Offer”) to holders of Prior Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the New Notes not otherwise subscribed for. The Company used the proceeds from the New Notes Offer of $30.0 million to fund, in part, the purchase of Prior Notes tendered in the Tender Offer.

 

On the Settlement Date, the Issuer entered into (i) a new indenture (the “New Notes Indenture”) governing its New Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens and (ii) a new indenture (the “Exchange Notes Indenture”) governing its Exchange Notes, which are fully and unconditionally secured by liens on the Collateral on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Exchange Notes Indenture and New Notes Indenture. On the Settlement Date, the Issuer also entered into a Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Prior Notes Indenture. The New Notes Indenture and the Exchange Notes Indenture contain restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or

8


 

otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.

 

As the aggregate undiscounted future principal and interest payments under the Exchange Notes and New Notes were greater than the net carrying amount of the Prior Notes at the time of the debt restructuring, the carrying amount of the debt was not adjusted, and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. The carrying amount of the debt was reduced by the fair value of the shares of our Class A Common Stock issued to holders of the Prior Notes who participated in the Exchange Offer of $2.2 million. The Company capitalized $2.6 million in fees paid to the lenders in connection with the debt restructuring, consisting of certain cash payments made to holders of Prior Notes who participated in the Exchange Offer and a 3.0% participation premium paid to the holders of Prior Notes who participated in the New Notes Offer. The Company incurred $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which were expensed.

 

In the second quarter of 2025, the Company repurchased $1.5 million principal amount of the Prior Notes for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase.

 

(7)
Stockholders’ Equity

The changes in stockholders’ equity are as follows:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

Beginning balance

 

$

149,127,330

 

 

$

144,619,400

 

 

$

148,978,635

 

 

$

147,219,707

 

Stock-based compensation

 

 

261,691

 

 

 

76,609

 

 

 

415,052

 

 

 

175,228

 

Purchase of treasury stock

 

 

(24,849

)

 

 

(17,937

)

 

 

(37,485

)

 

 

(27,042

)

Net loss

 

 

(276,021

)

 

 

(154,175

)

 

 

(268,051

)

 

 

(2,843,996

)

Ending balance

 

$

149,088,151

 

 

$

144,523,897

 

 

$

149,088,151

 

 

$

144,523,897

 

 

(8)
Net Revenue

 

Net revenue is comprised of the following:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

Audio

 

$

47,430,080

 

 

$

39,818,870

 

 

$

90,858,207

 

 

$

77,972,240

 

Digital

 

 

13,005,577

 

 

 

13,180,841

 

 

 

23,957,796

 

 

 

23,939,936

 

 

$

60,435,657

 

 

$

52,999,711

 

 

$

114,816,003

 

 

$

101,912,176

 

 

The Company recognizes revenue when it satisfies a performance obligation under a contract with an advertiser. The transaction price is allocated to performance obligations based on executed contracts, which represent relative standalone selling prices. Payment is generally due within 30 days, although certain advertisers are required to pay in advance. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. The Company has elected to use the practical expedient to expense sales commissions as incurred. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheets. Substantially all deferred revenue is recognized within 12 months of the payment date.

 

 

December 31,

 

 

June 30,

 

 

2024

 

 

2025

 

Deferred revenue

 

$

3,794,481

 

 

$

3,989,621

 

 

Audio revenue includes revenue from the sale or trade of aired commercial spots to advertisers directly or through national, regional or local advertising agencies. Each commercial spot is considered a performance obligation. Revenue is recognized when the commercial spots have aired. Trade sales are recorded at the estimated fair value of the goods or services received. If commercial spots are aired before the goods or services are received, then a trade sales receivable is recorded. If goods or services are received before the commercial spots are aired, then a trade sales payable is recorded. Other revenue includes revenue from concerts,

9


 

promotional events, talent fees and other miscellaneous items. Such revenue is generally recognized when the concert, promotional event, or talent services are completed.

 

 

 

December 31,

 

 

June 30,

 

 

2024

 

 

2025

 

Trade sales receivable

 

$

1,001,270

 

 

$

1,267,624

 

Trade sales payable

 

 

479,613

 

 

 

591,248

 

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

Trade sales revenue

 

$

1,211,615

 

 

$

1,853,254

 

 

$

2,476,078

 

 

$

3,077,007

 

 

Digital revenue includes revenue from the sale of streamed commercial spots, station-owned assets and third-party products. Each streamed commercial spot, station-owned asset and third-party product is considered a performance obligation. Revenue is recognized when the commercial spots have streamed. Station-owned assets are generally scheduled over a period of time and revenue is recognized over time as the digital items are used for advertising content, except for streamed commercial spots. Third-party products are generally scheduled over a period of time with an impression target each month. Revenue from the sale of third-party products is recognized over time as the digital items are used for advertising content and impression targets are met each month. The Company assesses each digital sales order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue.

(9)
Stock-Based Compensation

On June 25, 2025, the Company's stockholders approved the adoption of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “2025 Plan”). The 2025 Plan, among other things, permits the Company to issue up to 300,000 shares of Class A common stock in the form of equity-based awards, including restricted stock units, shares of restricted stock and stock options, to employees, consultants and non-employee directors. The restricted stock units that will be granted under the 2025 Plan will generally vest over one to five years of service.

The 2025 Plan replaced the Beasley Broadcast Group, Inc. 2007 Equity Incentive Plan, as amended and restated (the “2007 Plan”), and no further awards will be granted under the 2007 Plan. However, the terms and conditions of the 2007 Plan will continue to govern any outstanding awards granted thereunder.

 

A summary of restricted stock unit activity under the 2007 Plan is presented below:

 

 

Units

 

 

Weighted-Average Grant-Date Fair Value

 

Unvested as of April 1, 2025

 

 

78,126

 

 

$

13.55

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

(14,650

)

 

 

20.61

 

Forfeited

 

 

(3,050

)

 

 

10.50

 

Unvested as of June 30, 2025

 

 

60,426

 

 

$

11.99

 

 

As of June 30, 2025, there was $0.7 million of total unrecognized compensation cost for restricted stock units granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of 2.2 years.

 

(10)
Income Taxes

 

The Company’s effective tax rate was 21% and 144% for the three months ended June 30, 2024 and 2025, respectively, and 64% and 31% for the six months ended June 30, 2024 and 2025, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

 

10


 

(11)
Net Loss Per Share

 

Net loss per share calculation information is as follows:

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

Net loss

 

$

(276,021

)

 

$

(154,175

)

 

$

(268,051

)

 

$

(2,843,996

)

Weighted-average shares outstanding(1):

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

1,517,710

 

 

 

1,794,754

 

 

 

1,517,001

 

 

 

1,793,399

 

Effect of dilutive restricted stock units

 

 

 

 

 

 

 

 

Diluted

 

 

1,517,710

 

 

 

1,794,754

 

 

 

1,517,001

 

 

 

1,793,399

 

Net loss per Class A and Class B common share – basic and diluted(1)

 

$

(0.18

)

 

$

(0.09

)

 

$

(0.18

)

 

$

(1.59

)

 

(1) Weighted-average shares outstanding used in the computation of basic and diluted net loss per Class A and Class B common share as of June 30, 2024 have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split that occurred on September 23, 2024.

 

The Company excluded the effect of restrictive stock units under the treasury stock method when reporting a net loss as the addition of shares was anti-dilutive. The number of shares excluded was 12,014 and 2,314 for the three months ended June 30, 2024 and 2025, respectively, and 14,102 and 3,235 for the six months ended June 30, 2024 and 2025, respectively.

(12)
Financial Instruments

The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximates fair value due to the short-term nature of these financial instruments.

The estimated fair value of the Company's Notes, based on available market information, was $136.5 million and $104.0 million as of December 31, 2024 and June 30, 2025, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Notes.

(13)
Segment Information

The Company currently operates two operating and reportable segments (Audio and Digital). The identification of segments is consistent with how the segments report to and are managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker). The Audio segment generates revenue primarily from the sale of commercial advertising to customers of the Company’s stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. The Digital segment generates revenue primarily from the sale of digital advertising to customers of the Company’s stations and other advertisers throughout the United States. Corporate expenses include general and administrative expenses and certain other income and expense items not allocated to the operating segments. Non-operating corporate items, including interest expense and income taxes, are reported in the accompanying condensed consolidated statements of net loss.

Reportable segment information for the three months ended June 30, 2025 is as follows:

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Net revenue

 

$

39,818,870

 

 

$

13,180,841

 

 

$

 

 

$

52,999,711

 

Operating expenses

 

 

35,095,319

 

 

 

9,654,879

 

 

 

 

 

 

44,750,198

 

Corporate expenses

 

 

 

 

 

 

 

 

3,769,243

 

 

 

3,769,243

 

Depreciation and amortization

 

 

1,436,332

 

 

 

31,488

 

 

 

121,194

 

 

 

1,589,014

 

Operating income (loss)

 

$

3,287,219

 

 

$

3,494,474

 

 

$

(3,890,437

)

 

$

2,891,256

 

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

351,269

 

 

$

 

 

$

221,904

 

 

$

573,173

 

 

 

11


 

Reportable segment information for the three months ended June 30, 2024 is as follows:

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Net revenue

 

$

47,430,080

 

 

$

13,005,577

 

 

$

 

 

$

60,435,657

 

Operating expenses

 

 

39,468,898

 

 

 

9,878,895

 

 

 

 

 

 

49,347,793

 

Corporate expenses

 

 

 

 

 

 

 

 

3,879,771

 

 

 

3,879,771

 

Depreciation and amortization

 

 

1,594,673

 

 

 

52,440

 

 

 

185,781

 

 

 

1,832,894

 

Operating income (loss)

 

$

6,366,509

 

 

$

3,074,242

 

 

$

(4,065,552

)

 

$

5,375,199

 

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

841,355

 

 

$

8,925

 

 

$

186,847

 

 

$

1,037,127

 

Reportable segment information for the six months ended June 30, 2025 is as follows:

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Net revenue

 

$

77,972,240

 

 

$

23,939,936

 

 

$

 

 

$

101,912,176

 

Operating expenses

 

 

71,490,295

 

 

 

18,501,164

 

 

 

 

 

 

89,991,459

 

Corporate expenses

 

 

 

 

 

 

 

 

7,788,705

 

 

 

7,788,705

 

Depreciation and amortization

 

 

2,930,295

 

 

 

62,976

 

 

 

248,074

 

 

 

3,241,345

 

Operating income (loss)

 

$

3,551,650

 

 

$

5,375,796

 

 

$

(8,036,779

)

 

$

890,667

 

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

812,861

 

 

$

1,713

 

 

$

558,764

 

 

$

1,373,338

 

 

Reportable segment information for the six months ended June 30, 2024 is as follows:

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Net revenue

 

$

90,858,207

 

 

$

23,957,796

 

 

$

 

 

$

114,816,003

 

Operating expenses

 

 

77,901,810

 

 

 

20,686,981

 

 

 

 

 

 

98,588,791

 

Corporate expenses

 

 

 

 

 

 

 

 

8,287,603

 

 

 

8,287,603

 

Depreciation and amortization

 

 

3,190,926

 

 

 

104,879

 

 

 

371,691

 

 

 

3,667,496

 

Operating income (loss)

 

$

9,765,471

 

 

$

3,165,936

 

 

$

(8,659,294

)

 

$

4,272,113

 

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Capital expenditures

 

$

1,663,090

 

 

$

8,925

 

 

$

312,836

 

 

$

1,984,851

 

 

Reportable segment information as of June 30, 2025 is as follows:

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Property and equipment, net

 

$

40,859,507

 

 

$

49,041

 

 

$

3,158,697

 

 

$

44,067,245

 

FCC licenses

 

 

385,074,211

 

 

 

 

 

 

 

385,074,211

 

Other intangibles, net

 

 

1,508,271

 

 

 

280,534

 

 

 

179,663

 

 

 

1,968,468

 

Assets held for sale

 

 

7,316,486

 

 

 

 

 

 

 

7,316,486

 

 

Reportable segment information as of December 31, 2024 is as follows:

 

 

Audio

 

 

Digital

 

 

Corporate

 

 

Total

 

Property and equipment, net

 

$

44,089,751

 

 

$

63,220

 

 

$

2,848,007

 

 

$

47,000,978

 

FCC licenses

 

 

392,259,831

 

 

 

 

 

 

 

392,259,831

 

Other intangibles, net

 

 

1,574,817

 

 

 

327,618

 

 

 

179,663

 

 

 

2,082,098

 

 

12


 

(14)
Subsequent Events

On August 11, 2025, the Company entered into an agreement to sell substantially all of the assets used in the operations of WRXK-FM and WXKB-FM in Fort Myers, FL to a third party for $9.0 million in cash. On August 11, 2025, the Company also entered into an agreement to sell substantially all of the assets used in the operations of WBCN-AM, WJPT-FM and WWCN-FM in Fort Myers, FL to another third party for $9.0 million in cash. The sales, which are subject to FCC approval and other customary closing conditions, are expected to close during the fourth quarter of 2025. The Company will no longer have operations in the Fort Myers-Naples, FL market after completion of the dispositions.

13


 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster. Unless the context otherwise requires, all references in this report to the “Company,” “we,” “us” or “our” are to Beasley Broadcast Group, Inc. and its subsidiaries.

Recent Developments

On June 25, 2025, our stockholders approved the adoption of the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (the “2025 Plan”). Under the 2025 Plan, we may issue up to 300,000 shares of Class A common stock in the form of equity-based awards, including restricted stock units, shares of restricted stock and stock options, to employees, consultants and non-employee directors. The restricted stock units that will be granted under the 2025 Plan will generally vest over one to five years of service. The 2025 Plan replaced the Beasley Broadcast Group, Inc. 2007 Equity Incentive Plan, as amended and restated (the “2007 Plan”), and no further awards will be granted under the 2007 Plan. However, the terms and conditions of the 2007 Plan will continue to govern any outstanding awards granted thereunder.

 

On June 27, 2025, we entered into an agreement to sell substantially all the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $8.0 million in cash. The sale, which is subject to FCC approval and other customary closing conditions, is expected to close during the third or fourth quarter of 2025.

On August 11, 2025, we entered into an agreement to sell substantially all of the assets used in the operations of WRXK-FM and WXKB-FM in Fort Myers, FL to a third party for $9.0 million in cash. On August 11, 2025, we also entered into an agreement to sell substantially all of the assets used in the operations of WBCN-AM, WJPT-FM and WWCN-FM in Fort Myers, FL to another third party for $9.0 million in cash. The sales, which are subject to FCC approval and other customary closing conditions, are expected to close during the fourth quarter of 2025. We will no longer have operations in the Fort Myers-Naples, FL market after completion of the dispositions.

 

Cautionary Note Regarding Forward-Looking Statements

This report 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 ability of the Company to comply with the continued listing standards of Nasdaq, remain listing on Nasdaq and make periodic filings with the Securities and Exchange Commission (“SEC”);
risks from health epidemics, natural disasters, terrorism, and other catastrophic events;

14


 

adverse effects of inflation;
external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations;
the ability of the Company’s 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 audio programs;
the ability of the Company to adapt or respond to changes in technology, standards and services that affect the audio industry;
the Company’s dependence on federally issued licenses subject to extensive federal regulation;
actions by the Federal Communications Commission (“FCC”) or new legislation affecting the audio industry;
increases in royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;
the Company’s dependence on selected market clusters of 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 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;
the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s corporate offices and stations;
the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming;
modifications or interruptions of the Company’s information technology infrastructure and information systems;
the loss of key executives and other key employees;
the Company’s ability to identify, consummate and integrate acquired businesses and station;
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.

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. We do not intend, and undertake no obligation, to update any forward-looking statement.

Financial Statement Presentation

The following discussion provides a brief description of certain key items that appear in our financial statements and general factors that impact these items.

Net Revenue. Our net revenue is primarily derived from the sale of commercial spots to advertisers directly or through national, regional or local advertising agencies. Revenues are reported at the amount we expect to be entitled to receive under the contract.

15


 

Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a station’s local market, either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of commercial advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

Our net revenue is generally determined by the advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels. Advertising rates are primarily based on the following factors:

a station’s audience share in the demographic groups targeted by advertisers as measured principally by periodic reports issued by Nielsen Audio;
the number of stations, as well as other forms of media, in the market competing for the attention of the same demographic groups;
the supply of, and demand for, radio advertising time; and
the size of the market.

Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our radio market clusters. Seasonal revenue fluctuations are also common in the radio broadcasting industry and are primarily due to variations in advertising expenditures by local and national advertisers. Our revenues typically are lowest in the first calendar quarter of the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter of such years.

We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime.

We also continue to invest in digital support services to develop and promote our station websites, applications, and other distribution platforms. We derive revenue from our websites through the sale of advertiser promotions and advertising on our websites and the sale of advertising airtime during audio streaming of our stations over the internet. We also generate revenue from selling third-party digital products and services.

Operating Expenses. Our operating expenses consist primarily of programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our stations. We strive to control our operating expenses by centralizing certain functions at our corporate offices and consolidating certain functions in each of our market clusters.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

it involves a significant level of estimation uncertainty; and
changes in the estimate or different estimates that could have been selected have had or are reasonably likely to have a material impact on our results of operations or financial condition.

Our critical accounting estimates are described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no additional material changes to our critical accounting estimates during the six months ended June 30, 2025.

Recent Accounting Pronouncements

Recent accounting pronouncements are described in Note 2 to the accompanying condensed consolidated financial statements.

16


 

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

The following summary table presents a comparison of our results of operations for the three months ended June 30, 2024 and 2025, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Results of Operations - Consolidated

 

 

Three Months Ended June 30,

 

 

Change

 

 

2024

 

 

2025

 

 

$

 

 

%

 

Net revenue

 

$

60,435,657

 

 

$

52,999,711

 

 

$

(7,435,946

)

 

 

(12.3

)%

Operating expenses

 

 

49,347,793

 

 

 

44,750,198

 

 

 

(4,597,595

)

 

 

(9.3

)%

Corporate expenses

 

 

3,879,771

 

 

 

3,769,243

 

 

 

(110,528

)

 

 

(2.8

)%

Interest expense

 

 

6,092,829

 

 

 

3,294,772

 

 

 

(2,798,057

)

 

 

(45.9

)%

Gain on repurchase of long-term debt

 

 

 

 

 

525,000

 

 

 

525,000

 

 

 

 

Income tax expense (benefit)

 

 

(75,986

)

 

 

283,990

 

 

 

359,976

 

 

 

(473.7

)%

Net loss

 

 

276,021

 

 

 

154,175

 

 

 

(121,846

)

 

 

(44.1

)%

 

Results of Operations - Segments

 

 

Three Months Ended June 30,

 

 

Change

 

 

2024

 

 

2025

 

 

$

 

 

%

 

Net revenue

 

 

 

 

 

 

 

 

 

 

 

 

Audio

 

$

47,430,080

 

 

$

39,818,870

 

 

$

(7,611,210

)

 

 

(16.0

)%

Digital

 

 

13,005,577

 

 

 

13,180,841

 

 

 

175,264

 

 

 

1.3

%

 

$

60,435,657

 

 

$

52,999,711

 

 

$

(7,435,946

)

 

 

(12.3

)%

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Audio

 

$

39,468,898

 

 

$

35,095,319

 

 

$

(4,373,579

)

 

 

(11.1

)%

Digital

 

 

9,878,895

 

 

 

9,654,879

 

 

 

(224,016

)

 

 

(2.3

)%

 

$

49,347,793

 

 

$

44,750,198

 

 

$

(4,597,595

)

 

 

(9.3

)%

 

Net Revenue. Net revenue decreased $7.4 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Audio revenue decreased $7.6 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to a decrease in agency revenue. Digital revenue during the three months ended June 30, 2025 was comparable to the three months ended June 30, 2024.

Operating Expenses. Operating expenses decreased $4.6 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024. Audio operating expenses decreased $4.4 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to continued expense management in the audio segment. Digital operating expenses during the three months ended June 30, 2025 were comparable to the three months ended June 30, 2024.

Corporate Expenses. Corporate expenses during the three months ended June 30, 2025 were comparable to the three months ended June 30, 2024.

Interest Expense. Interest expense decreased $2.8 million during the three months ended June 30, 2025 as compared to the three months ended June 30, 2024, primarily due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024.

Gain on Repurchase of Long-Term Debt. In the second quarter of 2025, we repurchased $1.5 million principal amount of the Prior Notes (as defined below) for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase.

17


 

Income Tax Expense (Benefit). Our effective tax rate was 21% and 144% for the three months ended June 30, 2024 and 2025, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the three months ended June 30, 2025 was $0.2 million compared to a net loss of $0.3 million for the three months ended June 30, 2024, as a result of the factors described above.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

The following summary table presents a comparison of our results of operations for the six months ended June 30, 2024 and 2025, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Results of Operations - Consolidated

 

 

Six Months Ended June 30,

 

 

Change

 

 

2024

 

 

2025

 

 

$

 

 

%

 

Net revenue

 

$

114,816,003

 

 

$

101,912,176

 

 

$

(12,903,827

)

 

 

(11.2

)%

Operating expenses

 

 

98,588,791

 

 

 

89,991,459

 

 

 

(8,597,332

)

 

 

(8.7

)%

Corporate expenses

 

 

8,287,603

 

 

 

7,788,705

 

 

 

(498,898

)

 

 

(6.0

)%

Interest expense

 

 

11,680,137

 

 

 

6,675,414

 

 

 

(5,004,723

)

 

 

(42.8

)%

Gain on repurchase of long-term debt

 

 

 

 

 

525,000

 

 

 

525,000

 

 

 

 

Gain on sale of investment

 

 

6,026,776

 

 

 

 

 

 

(6,026,776

)

 

 

(100.0

)%

Income tax benefit

 

 

486,216

 

 

 

1,283,737

 

 

 

797,521

 

 

 

164.0

%

Net loss

 

 

268,051

 

 

 

2,843,996

 

 

 

2,575,945

 

 

 

961.0

%

 

Results of Operations - Segments

 

 

Six Months Ended June 30,

 

 

Change

 

 

2024

 

 

2025

 

 

$

 

 

%

 

Net revenue

 

 

 

 

 

 

 

 

 

 

 

 

Audio

 

$

90,858,207

 

 

$

77,972,240

 

 

$

(12,885,967

)

 

 

(14.2

)%

Digital

 

 

23,957,796

 

 

 

23,939,936

 

 

 

(17,860

)

 

 

(0.1

)%

 

$

114,816,003

 

 

$

101,912,176

 

 

$

(12,903,827

)

 

 

(11.2

)%

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Audio

 

$

77,901,810

 

 

$

71,490,295

 

 

$

(6,411,515

)

 

 

(8.2

)%

Digital

 

 

20,686,981

 

 

 

18,501,164

 

 

 

(2,185,817

)

 

 

(10.6

)%

 

$

98,588,791

 

 

$

89,991,459

 

 

$

(8,597,332

)

 

 

(8.7

)%

 

Net Revenue. Net revenue decreased $12.9 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Audio revenue decreased $12.9 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a decrease in agency revenue. Digital revenue during the six months ended June 30, 2025 was comparable to the six months ended June 30, 2024.

Operating Expenses. Operating expenses decreased $8.6 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024. Audio operating expenses decreased $6.4 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to continued expense management in the audio segment. Digital operating expenses decreased $2.2 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to expense management in the digital segment and the closure of our digital agency, Guarantee Digital in 2024.

Corporate Expenses. Corporate expenses decreased $0.5 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to a decrease in compensation expenses.

18


 

Interest Expense. Interest expense decreased $5.0 million during the six months ended June 30, 2025 as compared to the six months ended June 30, 2024, primarily due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024.

Gain on Repurchase of Long-Term Debt. In the second quarter of 2025, we repurchased $1.5 million principal amount of the Prior Notes for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase.

Gain on Sale of Investment. On March 8, 2024, we received $6.0 million related to the sale of an investment in Broadcast Music, Inc. and recorded a gain of $6.0 million.

Income Tax Benefit. Our effective tax rate was 64% and 31% for the six months ended June 30, 2024 and 2025, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the six months ended June 30, 2025 was $2.8 million compared to a net loss of $0.3 million for the six months ended June 30, 2024, as a result of the factors described above.

Liquidity and Capital Resources

Overview. Our primary sources of liquidity are internally generated cash flow and cash on hand. In addition, as noted in “Recent Developments” above, we expect to receive an aggregate of $26.0 million in the second half of 2025 in connection with certain asset sales. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

Our Board of Directors ("Board") has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company’s stockholders. In addition, as discussed in “Secured Notes” below, the Indenture governing our Notes limits our ability to pay dividends.

Secured Notes. On February 2, 2021, the Company issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Prior Notes”) under an indenture dated February 2, 2021 (the “Prior Notes Indenture”). Interest on the Prior Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries.

On October 8, 2024 (the “Settlement Date”), Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, and certain other of the Company’s subsidiaries, completed: (i) the exchange (the “Exchange Offer”) of $194.7 million aggregate principal amount of the Prior Notes (representing 72.9% of the aggregate principal amount outstanding of the Prior Notes) for (a) $184.9 million aggregate principal amount of the Issuer’s newly issued 9.200% Senior Secured Second Lien Notes due August 1, 2028 (the “Exchange Notes”) at an exchange ratio of 95.0% of the aggregate principal amount of the Prior Notes tendered for exchange, (b) 179,383 shares of Class A Common Stock of the Company, based upon pro rata ownership of the Exchange Notes issued by the Issuer, and (c) certain cash payments aggregating approximately $1.7 million; (ii) the purchase of $68.0 million aggregate principal amount of the Prior Notes at a purchase price of 62.5% plus accrued and unpaid interest (such offer, the “Tender Offer”); and (iii) the issuance by the Issuer of $30.9 million aggregate principal amount of 11.000% Senior Secured First Lien notes due August 1, 2028 (the “New Notes,” and such offering, the “New Notes Offer”) to holders of Prior Notes or their designees who participated in the Exchange Offer, including to certain backstop commitment parties who committed to purchase the New Notes not otherwise subscribed for. The Company used the proceeds from the New Notes Offer of $30.0 million to fund, in part, the purchase of Prior Notes tendered in the Tender Offer.

On the Settlement Date, the Issuer entered into (i) a new indenture (the “New Notes Indenture”) governing its New Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantors (the “Collateral”) on a senior secured first-priority lien basis, subject to certain exceptions, limitations and permitted liens and (ii) a new indenture (the “Exchange Notes Indenture”) governing its Exchange Notes, which are fully and unconditionally secured by liens on the Collateral on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens,

19


 

in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent, with respect to both the Exchange Notes Indenture and New Notes Indenture. On the Settlement Date, the Issuer also entered into a Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Prior Notes Indenture. The New Notes Indenture and the Exchange Notes Indenture contain restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.

As the aggregate undiscounted future principal and interest payments under the Exchange Notes and New Notes were greater than the net carrying amount of the Prior Notes at the time of the debt restructuring, the carrying amount of the debt was not adjusted and a new effective interest rate was calculated as the discount rate that equates the present value of the future cash payments specified by the new terms with the carrying amount of the debt. The carrying amount of the debt was reduced by the fair value of the shares of our Class A Common Stock issued to holders of the Prior Notes who participated in the Exchange Offer of $2.2 million. The Company capitalized approximately $2.6 million in fees paid to the lenders in connection with the debt restructuring, consisting of certain cash payments made to holders of Prior Notes who participated in the Exchange Offer and a 3.0% participation premium paid to the holders of Prior Notes who participated in the New Notes Offer. The Company incurred approximately $6.0 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which were expensed.

 

In the second quarter of 2025, we repurchased $1.5 million principal amount of the Prior Notes for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase.

From time to time, we repurchase sufficient shares of our Class A Common Stock to fund withholding taxes in connection with the vesting of restricted stock units. We paid approximately $27,000 to repurchase 5,072 shares during the six months ended June 30, 2025. From time to time, we may seek to repurchase, redeem or otherwise retire our Prior Notes, New Notes and Exchange Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity:

internally generated cash flow;
additional borrowings or notes offerings, to the extent permitted under the Prior Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and
additional equity offerings.

We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next 12 months and thereafter. However, poor financial results or unanticipated expenses could give rise to default under the Prior Notes Indenture, New Notes Indenture and Exchange Notes Indenture, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect, and we may not secure financing when needed or on acceptable terms.

Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of June 30, 2025.

Cash Flows. The following summary table presents a comparison of our cash flows for the six months ended June 30, 2024 and 2025 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

 

20


 

 

Six Months Ended June 30,

 

 

2024

 

 

2025

 

Net cash provided by (used in) operating activities

 

$

2,555,826

 

 

$

(419,923

)

Net cash provided by investing activities

 

 

4,041,925

 

 

 

1,373,169

 

Net cash used in financing activities

 

 

(37,485

)

 

 

(1,002,042

)

Net increase (decrease) in cash and cash equivalents

 

$

6,560,266

 

 

$

(48,796

)

 

Net Cash Provided By (Used In) Operating Activities. Net cash used in operating activities was $3.1 million during the six months ended June 30, 2025, as compared to net cash provided by operating activities of $2.6 million during the six months ended June 30, 2024. Significant factors affecting the $3.0 million increase in net cash used in operating activities included a $19.2 million decrease in cash receipts from revenue and a $0.8 million increase in cash paid for income taxes, partially offset by a $13.1 million decrease in cash paid for operating expenses and a $4.9 million decrease in interest payments.

Net Cash Provided By Investing Activities. Net cash provided by investing activities during the six months ended June 30, 2025 included proceeds of $2.7 million from property and equipment dispositions, partially offset by payments of $1.4 million for capital expenditures. Net cash provided by investing activities for the six months ended June 30, 2024 included proceeds of $6.0 million from the sale of an investment, partially offset by payments of $2.0 million for capital expenditures.

Net Cash Used In Financing Activities. Net cash used in financing activities during the six months ended June 30, 2025 included Prior Notes repurchases of $1.0 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

21


 

PART II OTHER INFORMATION

We currently and from time to time are involved in ordinary routine litigation and are the subject of threats of litigation that are incidental to the conduct of our business. These include indecency claims and related proceedings at the FCC, as well as claims and threatened claims by private third parties. However, we are not a party to any lawsuit or other proceedings, or the subject of any threatened lawsuit or other proceedings, which, in the opinion of management, is likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risks affecting our Company as previously disclosed in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Repurchases of Equity Securities

 

On June 25, 2025, our stockholders approved the adoption of the 2025 Plan, which replaced the 2007 Plan. The 2025 Plan and the 2007 Plan, as applicable, permit us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units. The following table presents information with respect to purchases we made of our Class A common stock under the 2007 Plan during the three months ended June 30, 2025.

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share

 

 

Total Number of Shares Purchased as Part of Publicly Announced Program

 

 

Approximate Dollar Value of Shares
That May Yet Be Purchased Under the Program

 

April 1 – 30, 2025

 

 

650

 

 

$

5.96

 

 

 

 

 

$

 

May 1 – 31, 2025

 

 

492

 

 

$

6.00

 

 

 

 

 

 

 

June 1 – 30, 2025

 

 

2,710

 

 

$

4.10

 

 

 

 

 

 

 

Total

 

 

3,852

 

 

 

 

 

 

 

 

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

During the three months ended June 30, 2025, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

22


 

ITEM 6. EXHIBITS.

 

Exhibit

Number

 

Description

10.1*

 

 

Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan (incorporated by reference to Appendix A to Beasley Broadcast Group, Inc.’s Definitive Proxy Statement on Schedule 14A filed on April 29, 2025).

10.2*

 

 

Form of Director Restricted Stock Unit Agreement for use under the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan.

31.1

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).

31.2

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).

32.1**

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.

32.2**

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.

101.INS

 

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

 

XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

 

* Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

 

** This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is
not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.

23


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

BEASLEY BROADCAST GROUP, INC.

 

 

 

Dated: August 13, 2025

 

/s/ Caroline Beasley

 

 

Name: Caroline Beasley

 

 

Title: Chief Executive Officer (principal executive officer)

 

 

 

Dated: August 13, 2025

 

/s/ Lauren Burrows Coleman

 

 

Name: Lauren Burrows Coleman

 

 

Title: Chief Financial Officer (principal financial and accounting officer)

 

24


FAQ

What were Beasley's (BBGI) consolidated net revenues for Q2 and the six months ended June 30, 2025?

Consolidated net revenue was $52.99 million for the three months ended June 30, 2025 and $101.91 million for the six months ended June 30, 2025.

How did Beasley's net loss change in the first half of 2025 (BBGI)?

Net loss for the six months ended June 30, 2025 was $2.84 million, compared with a six-month net loss of $0.27 million in 2024.

What asset sales did Beasley announce and how much are they expected to generate?

The company entered agreements expected to generate approximately $26.0 million in aggregate proceeds from station asset sales: WPBB-FM for $8.0 million and two sets of Fort Myers assets for $9.0 million each, subject to FCC approval.

What is Beasley's reported long-term debt position at June 30, 2025?

Long-term debt carrying amount totaled approximately $239.06 million as of June 30, 2025, including New Notes and Exchange Notes from prior restructuring.

Did Beasley take actions to manage compensation and equity in 2025?

Yes. On June 25, 2025, stockholders approved the 2025 Equity Incentive Award Plan, authorizing up to 300,000 Class A shares for equity-based awards.

How did interest expense trend and why did it change?

Interest expense decreased materially (roughly ~45.9% quarter-over-quarter and ~42.8% YTD) primarily due to amortization related to the October 2024 debt restructuring.
Beasley Broad

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