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BEASLEY BROADCAST GROUP INC

For the period ended Jun 30, 2025. Filed Aug 13, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 13, 2025

BBGI$5.90+5.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0000950170-25-066442

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-13.

0000950170-25-107986

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 76 previous paragraphs and 95 current paragraphs.

60 unchanged; 16 reworded; 14 added; 0 removed; 0 previous and 5 current paragraphs rearranged.

Tables are not compared: 3 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (14)

Current report

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.

Current report

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.

Current report

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.

Current report

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

Current report

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.

Current report

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

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.
Reworded paragraphs (16)

Previous wording

ability to comply with the continued listing standards of Nasdaq, continued listing on Nasdaq or make periodic filings with the SEC;

Current wording

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”);

Previous wording

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

Current wording

actions by the Federal Communications Commission (“FCC”) or new legislation affecting the audio industry;

Previous wording

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. 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.

Current wording

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.

Previous 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.

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 six months ended June 30, 2025.

Previous 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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous wording

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.

Current wording

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.

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 $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.

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 $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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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.