BEASLEY BROADCAST GROUP INC

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

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

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increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;

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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;

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the risk that the Company’s FCC licenses and/or goodwill could become impaired;

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the risk that the Company’s FCC licenses could become impaired;

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

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the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s corporate offices and stations;

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disruptions or security breaches of the Company’s information technology infrastructure and information systems;

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modifications or interruptions of the Company’s information technology infrastructure and information systems;

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

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the Company’s ability to identify, consummate and integrate acquired businesses and station;

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other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the Securities and Exchange Commission.

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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.

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The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect

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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:

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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, 2023. There have been no additional material changes to our critical accounting estimates during the nine months ended September 30, 2024.

Current wording

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 three months ended March 31, 2025.

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Net Revenue. Net revenue decreased $1.9 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Audio revenue decreased $1.4 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to a decrease in local agency revenue and the disposition of WJBR-FM in Wilmington, DE in October 2023 partially offset by an increase in political advertising for the 2024 elections. Digital revenue during the three months ended September 30, 2024 was comparable to the three months ended September 30, 2023. Other revenue decreased $0.6 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, due to the termination of our esports operations in December 2023.

Current wording

Net Revenue. Net revenue decreased $5.5 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Audio revenue decreased $5.3 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to a decrease in agency revenue. Digital revenue during the three months ended March 31, 2025 was comparable to the three months ended March 31, 2024.

Previous wording

Operating Expenses. Operating expenses decreased $0.2 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023. Audio operating expenses increased $0.6 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in compensation expense related to workforce reductions, partially offset by the disposition of WJBR-FM in Wilmington, DE in October 2023. Digital operating expenses during the three months ended September 30, 2024 were comparable to the three months ended September 30, 2023. Other operating expenses decreased $1.1 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, due to the termination of our esports operations in December 2023.

Current wording

Operating Expenses. Operating expenses decreased $4.0 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024. Audio operating expenses decreased $2.0 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to continued expense management in the audio segment. Digital operating expenses decreased $2.0 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to expense management in the digital segment and the closure of our digital agency, Guarantee Digital in 2024.

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Corporate Expenses. Corporate expenses decreased $0.2 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023, primarily due to an increase in digital expenses allocated to operating expenses, partially offset by an increase in contract services.

Current wording

Corporate Expenses. Corporate expenses decreased $0.4 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, primarily due to a decrease in compensation expenses.

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Interest Expense. Interest expense decreased $0.4 million during the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 due to repurchases of the Existing Notes throughout 2023.

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Interest Expense. Interest expense decreased $2.2 million during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024.

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

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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.

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Income Tax Benefit. Our effective tax rate was approximately (26)% and (27)% for the three months ended September 30, 2023 and 2024, 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.

Current wording

Income Tax Benefit. Our effective tax rate was 104% and 37% for the three months ended March 31, 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.

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Net Loss. Net loss for the three months ended September 30, 2024 was $3.6 million compared to a net loss of $67.5 million for the three months ended September 30, 2023, as a result of the factors described above.

Current wording

Net Income (Loss). Net loss for the three months ended March 31, 2025 was $2.7 million, compared to net income of approximately $8,000 for the three months ended March 31, 2024, as a result of the factors described above.

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Overview. Our primary sources of liquidity are internally generated cash flow and cash on hand. Our primary liquidity needs have been, and for the next 12 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.

Current wording

Overview. Our primary sources of liquidity is internally generated cash flow and cash on hand. 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.

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payments is in the best interest of the Company’s stockholders. In addition, as discussed in “Secured Notes” below, the New Notes Indenture and Exchange Notes Indenture limit our ability to pay dividends.

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Our 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.

Previous wording

Secured Notes. On February 2, 2021, we issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Existing Notes”) under an indenture dated February 2, 2021 (the “Existing Notes Indenture”). Interest on the Existing 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 Existing 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.

Current wording

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.

Previous wording

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 Existing Notes (representing 72.9% of the aggregate principal amount outstanding of the Existing 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 Existing Notes tendered for exchange, (b) 179,384 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 $1.0 million, (ii) the purchase of $68.0 million aggregate principal amount of the Existing 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 2028 (the “New Notes,” and such offering, the “New Notes Offer”) to holders of Existing 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 received requisite consents from holders of Existing Notes to (a) adopt certain amendments (the “Proposed Amendments”) to the Existing Notes Indenture and the related security documents and (b) execute a supplemental indenture (the “Supplemental Indenture”) to the Existing Notes Indenture and each relevant ancillary document effecting the Proposed Amendments. The Company used the proceeds from the New Notes Offer of &30.0 million to fund, in part, the purchase of Existing Notes tendered in the Tender Offer.

Current wording

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 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.

Previous wording

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 the Supplemental Indenture with Wilmington Trust, National Association, as trustee and collateral agent, supplementing the Existing 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 our assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of our subsidiaries.

Current wording

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 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.

Previous wording

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 $90,000 to repurchase 6,684 shares during the nine months ended September 30, 2024. From time to time, we may seek to repurchase, redeem or otherwise retire our Existing 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.

Current wording

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 $9,000 to repurchase 1,220 shares during the three months ended March 31, 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.

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additional borrowings or notes offerings, to the extent permitted under the Existing Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and

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additional borrowings or notes offerings, to the extent permitted under the Prior Notes Indenture, New Notes Indenture and Exchange Notes Indenture; and

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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 Existing Notes, 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.

Current wording

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.

Previous wording

Cash Flows. The following summary table presents a comparison of our cash flows for the nine months ended September 30, 2023 and 2024 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.

Current wording

Cash Flows. The following summary table presents a comparison of our cash flows for the three months ended March 31, 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.

Previous wording

Net Cash Used In Operating Activities. Net cash used in operating activities was $2.2 million during the nine months ended September 30, 2024, as compared to net cash used in operating activities of $5.0 million during the nine months ended September 30, 2023. The $2.8 million decrease in net cash used in operating activities was primarily due to an $11.5 million decrease in net cash paid for operating expenses, a $2.0 million decrease in interest payments, a $1.1 million decrease in cash paid for corporate expenses, and a $1.0 million decrease in income tax payments, partially offset by a $12.6 decrease in cash receipts from revenue.

Current wording

Net Cash Used In Operating Activities. Net cash used in operating activities was $3.5 million during the three months ended March 31, 2025, as compared to net cash used in operating activities of $4.0 million during the three months ended March 31, 2024. Significant factors affecting the $0.6 million decrease in net cash used in operating activities included a $3.1 million decrease in cash paid for operating expenses and a $4.9 million decrease in interest payments, partially offset by a $6.9 million decrease in cash receipts from revenue.

Previous wording

Net Cash Provided By (Used In) Investing Activities. Net cash provided by investing activities was $3.4 million during the nine months ended September 30, 2024, as compared to net cash used in investing activities of $2.8 million during the nine months ended September 30, 2023. Net cash provided by investing activities during the nine months ended September 30, 2024 included proceeds of $6.0 million from the sale of an investment, partially offset by payments of $2.6 million for capital expenditures. Net cash used in investing activities for the same period in 2023 included payments of $3.1 million for capital expenditures.

Current wording

Net Cash Provided By Investing Activities. Net cash provided by investing activities during the three months ended March 31, 2025 included proceeds of $2.7 million from property and equipment dispositions, partially offset by payments of $0.8 million for capital expenditures. Net cash provided by investing activities for the three months ended March 31, 2024 included proceeds of $6.0 million from the sale of an investment, partially offset by payments of $0.9 million for capital expenditures.