BBGI 10-Q
Beasley Broadcast Group Inc (BBGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended
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:
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
(Address of Principal Executive Offices and Zip Code)
(
(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 |
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.
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).
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 |
|
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
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,
Class B Common Stock, $0.001 par value,
INDEX
|
|
|
Page No. |
|
|
|
|
PART I
FINANCIAL INFORMATION |
|||
|
|
|
|
Item 1. |
Condensed Consolidated Financial Statements. |
|
|
|
|
|
|
|
|
7 |
|
|
|
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
|
15 |
|
|
|
|
Item 3. |
|
22 |
|
|
|
|
|
Item 4. |
|
22 |
|
|
|
|
|
PART II
OTHER INFORMATION |
|||
|
|
|
|
Item 1. |
|
23 |
|
|
|
|
|
Item 1A. |
|
23 |
|
|
|
|
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
|
23 |
|
|
|
|
Item 3. |
|
23 |
|
|
|
|
|
Item 4. |
|
23 |
|
|
|
|
|
Item 5. |
|
23 |
|
|
|
|
|
Item 6. |
|
24 |
|
|
|
|
|
|
25 |
||
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
|
|
December 31, |
|
|
September 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
ASSETS |
|
|
|
|
|
|||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, less allowance for credit losses of $ |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
FCC licenses |
|
|
|
|
|
|
||
Other intangibles, net |
|
|
|
|
|
|
||
Assets held for sale |
|
— |
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Current portion of long-term debt |
|
— |
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Due to related parties |
|
|
|
|
|
|
||
Long-term debt |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Other long-term liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Stockholders' equity: |
|
|
|
|
|
|
||
Preferred stock, $ |
|
|
|
|
||||
Class A common stock, $ |
|
|
|
|
|
|
||
Class B common stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Treasury stock, Class A common stock; |
|
|
( |
) |
|
|
( |
) |
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive income |
|
|
|
|
|
|
||
Total stockholders' equity |
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed consolidated financial statements
3
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)
|
|
Three Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
Net revenue |
|
$ |
|
|
$ |
|
||
Operating expenses: |
|
|
|
|
|
|
||
Operating expenses (including stock-based compensation of $ |
|
|
|
|
|
|
||
Corporate expenses (including stock-based compensation of $ |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Goodwill impairment loss |
|
|
|
|
— |
|
||
Other operating expenses |
|
— |
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
Operating income (loss) |
|
|
|
|
|
( |
) |
|
Non-operating income (expense): |
|
|
|
|
|
|
||
Interest expense |
|
|
( |
) |
|
|
( |
) |
Other expense, net |
|
|
( |
) |
|
|
( |
) |
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
Income tax benefit |
|
|
( |
) |
|
|
( |
) |
Loss before equity in earnings of unconsolidated affiliates |
|
|
( |
) |
|
|
( |
) |
Equity in earnings of unconsolidated affiliates, net of tax |
|
|
|
|
|
|
||
Net loss |
|
|
( |
) |
|
|
( |
) |
Net loss per Class A and Class B common share: |
|
|
|
|
|
|
||
Basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted-average shares outstanding: |
|
|
|
|
|
|
||
Basic and diluted |
|
|
|
|
|
|
||
See accompanying notes to condensed consolidated financial statements
4
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
Net revenue |
|
$ |
|
|
$ |
|
||
Operating expenses: |
|
|
|
|
|
|
||
Operating expenses (including stock-based compensation of $ |
|
|
|
|
|
|
||
Corporate expenses (including stock-based compensation of $ |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Goodwill impairment loss |
|
|
|
|
— |
|
||
Other operating expenses |
|
— |
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
Operating income |
|
|
|
|
|
|
||
Non-operating income (expense): |
|
|
|
|
|
|
||
Interest expense |
|
|
( |
) |
|
|
( |
) |
Gain on repurchase of long-term debt |
|
— |
|
|
|
|
||
Gain on sale of investment |
|
|
|
|
— |
|
||
Other income, net |
|
|
|
|
|
|
||
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
Income tax benefit |
|
|
( |
) |
|
|
( |
) |
Loss before equity in earnings of unconsolidated affiliates |
|
|
( |
) |
|
|
( |
) |
Equity in earnings of unconsolidated affiliates, net of tax |
|
|
|
|
|
|
||
Net loss |
|
|
( |
) |
|
|
( |
) |
Net loss per Class A and Class B common share: |
|
|
|
|
|
|
||
Basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted-average shares outstanding: |
|
|
|
|
|
|
||
Basic and diluted |
|
|
|
|
|
|
||
See accompanying notes to condensed consolidated financial statements
5
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Provision for credit losses |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
FCC license termination loss |
|
— |
|
|
|
|
||
Gain on dispositions |
|
— |
|
|
|
( |
) |
|
Goodwill impairment loss |
|
|
|
|
— |
|
||
Amortization of premium and debt issuance costs |
|
|
|
|
|
( |
) |
|
Gain on repurchase of long-term debt |
|
— |
|
|
|
( |
) |
|
Gain on sale of investment |
|
|
( |
) |
|
— |
|
|
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Equity in earnings of unconsolidated affiliates |
|
|
( |
) |
|
|
( |
) |
Change in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Other operating activities |
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Proceeds from dispositions |
|
— |
|
|
|
|
||
Proceeds from sale of investment |
|
|
|
|
— |
|
||
Net cash provided by investing activities |
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Repurchase of long-term debt |
|
— |
|
|
|
( |
) |
|
Purchase of treasury stock |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net increase in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed consolidated financial statements
6
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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.
In July 2025, the Financial Accounting Standards Board (“FASB”) issued guidance that provides the option to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. This amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company does not expect the new guidance to have a significant impact on the financial statements.
In November 2024, the 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 will adopt the new guidance for the annual reporting period ending December 31, 2025 and does not expect a significant impact on the financial statements.
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 $
Property and equipment, net |
|
$ |
|
|
FCC licenses |
|
|
|
|
|
|
$ |
|
In addition, the Company has lease agreements in Fort Myers, FL with operating lease right-of-use assets of $
7
On September 29, 2025, the Company completed the sale of substantially all of the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $
Changes in the carrying amount of Federal Communications Commission ("FCC") licenses for the nine months ended September 30, 2025 are as follows:
Balance as of December 31, 2024 |
|
$ |
|
|
Dispositions (see Note 3) |
|
|
( |
) |
Assets held for sale reclassification (see Note 3) |
|
|
( |
) |
License termination |
|
|
( |
) |
Balance as of September 30, 2025 |
|
$ |
|
On
The termination resulted in a loss of $
On March 8, 2024, the Company received $
Long-term debt is comprised of the following:
|
|
December 31, |
|
|
September 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
Current portion of long-term debt: |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
Long-term debt: |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|||
|
|
|
|
|
|
|||
Unamortized premium |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
On February 2, 2021, the Company issued $
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 $
8
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 $
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.
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 $
In the second quarter of 2025, the Company repurchased $
The changes in stockholders’ equity are as follows:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchase of treasury stock |
|
|
( |
) |
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Net loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
9
Net revenue is comprised of the following:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
||||
Audio |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Digital |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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, |
|
|
September 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
Deferred revenue |
|
$ |
|
|
$ |
|
||
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, 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, |
|
|
September 30, |
|
||
|
|
2024 |
|
|
2025 |
|
||
Trade sales receivable |
|
$ |
|
|
$ |
|
||
Trade sales payable |
|
|
|
|
|
|
||
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
||||
Trade sales revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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.
10
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
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 July 1, 2025 |
|
|
|
|
$ |
|
||
Vested |
|
|
- |
|
|
|
- |
|
Forfeited |
|
|
( |
) |
|
|
|
|
Unvested as of September 30, 2025 |
|
|
|
|
$ |
|
||
As of September 30, 2025, there was $
On August 19, 2025, the Radio Music Licensing Committee (RMLC) announced that they had entered into settlement agreements with American Society of Composers, Authors, and Publishers (ASCAP) and Broadcast Music, Inc (BMI) concerning licensing arrangements. The settlements established final license fee rates which apply retrospectively for the period January 1, 2022 through December 31, 2029. The rate increase results in additional royalties to be paid by the Company to ASCAP and BMI for periods dating back to January 1, 2022. At September 30, 2025, the Company determined that the loss related to the ASCAP settlement is probable and recorded an accrual of $
With respect to BMI, the Company expects to pay additional royalties for the periods from 2022 through 2024. The Company has
The Company’s effective tax rate was
11
Net loss per share calculation information is as follows:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted-average shares outstanding(1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive restricted stock units |
|
|
|
|
|
|
|
|
||||||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per Class A and Class B common share – basic and diluted(1) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
(1)
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 $
The Company currently operates
Reportable segment information for the three months ended September 30, 2025 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Operating income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Capital expenditures |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
12
Reportable segment information for the three months ended September 30, 2024 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill impairment loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Operating income (loss) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Capital expenditures |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||
Reportable segment information for the nine months ended September 30, 2025 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Capital expenditures |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Reportable segment information for the nine months ended September 30, 2024 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goodwill impairment loss |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Capital expenditures |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Reportable segment information as of September 30, 2025 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Property and equipment, net |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
FCC licenses |
|
|
|
|
— |
|
|
— |
|
|
|
|
||||
Other intangibles, net |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Assets held for sale |
|
|
|
|
— |
|
|
— |
|
|
|
|
||||
Reportable segment information as of December 31, 2024 is as follows:
13
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Property and equipment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
FCC licenses |
|
|
|
|
— |
|
|
— |
|
|
|
|
||||
Other intangibles, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
14
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 September 29, 2025, we completed the sale of 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. We recorded a gain on disposition of $0.4 million during the third 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 first quarter of 2026. We will no longer have operations in the Fort Myers-Naples, FL market after completion of the dispositions.
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.
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:
15
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.
16
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:
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:
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 nine months ended September 30, 2025.
Recent Accounting Pronouncements
Recent accounting pronouncements are described in Note 2 to the accompanying condensed consolidated financial statements.
17
Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024
The following summary table presents a comparison of our results of operations for the three months ended September 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 September 30, |
|
|
Change |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
$ |
58,190,116 |
|
|
$ |
50,977,046 |
|
|
$ |
(7,213,070 |
) |
|
|
(12.4 |
)% |
Operating expenses |
|
|
49,946,133 |
|
|
|
46,084,806 |
|
|
|
(3,861,327 |
) |
|
|
(7.7 |
)% |
Corporate expenses |
|
|
4,296,615 |
|
|
|
2,161,204 |
|
|
|
(2,135,411 |
) |
|
|
(49.7 |
)% |
Other operating expenses |
|
|
— |
|
|
|
1,737,622 |
|
|
|
1,737,622 |
|
|
|
— |
|
Interest expense |
|
|
6,092,820 |
|
|
|
3,279,031 |
|
|
|
(2,813,789 |
) |
|
|
(46.2 |
)% |
Income tax benefit |
|
|
1,309,803 |
|
|
|
315,153 |
|
|
|
(994,650 |
) |
|
|
(75.9 |
)% |
Net loss |
|
|
3,560,575 |
|
|
|
3,556,703 |
|
|
|
(3,872 |
) |
|
|
(0.1 |
)% |
Results of Operations - Segments
|
|
Three Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Audio |
|
$ |
46,889,920 |
|
|
$ |
38,030,320 |
|
|
$ |
(8,859,600 |
) |
|
|
(18.9 |
)% |
Digital |
|
|
11,300,196 |
|
|
|
12,946,726 |
|
|
|
1,646,530 |
|
|
|
14.6 |
% |
|
|
$ |
58,190,116 |
|
|
$ |
50,977,046 |
|
|
$ |
(7,213,070 |
) |
|
|
(12.4 |
)% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Audio |
|
$ |
39,516,786 |
|
|
$ |
35,863,262 |
|
|
$ |
(3,653,524 |
) |
|
|
(9.2 |
)% |
Digital |
|
|
10,429,347 |
|
|
|
10,221,544 |
|
|
|
(207,803 |
) |
|
|
(2.0 |
)% |
|
|
$ |
49,946,133 |
|
|
$ |
46,084,806 |
|
|
$ |
(3,861,327 |
) |
|
|
(7.7 |
)% |
Net Revenue. Net revenue decreased $7.2 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Audio revenue decreased $8.9 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue partially due to a decrease in political advertising. Digital revenue increased $1.6 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to continued growth in the digital segment.
Operating Expenses. Operating expenses decreased $3.9 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Audio operating expenses decreased $3.7 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to continued expense management in the audio segment. Digital operating expenses during the three months ended September 30, 2025 were comparable to the three months ended September 30, 2024.
Corporate Expenses. Corporate expenses decreased $2.1 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024 primarily due to a decrease in compensation and contract services.
Other Operating Expenses. Other operating expenses consist primarily of increased royalties of $1.5 million to be paid under a settlement agreement between the American Society of Composers, Authors, and Publishers (ASCAP) and the Radio Music License Committee (RMLC) for the period from 2022 to 2024.
18
Interest Expense. Interest expense decreased $2.8 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024.
Income Tax Benefit. Our effective tax rate was 27% and 8% for the three months ended September 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 September 30, 2025 was $3.6 million compared to a net loss of $3.6 million for the three months ended September 30, 2024, as a result of the factors described above.
Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
The following summary table presents a comparison of our results of operations for the nine months ended September 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
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
$ |
173,006,119 |
|
|
$ |
152,889,222 |
|
|
$ |
(20,116,897 |
) |
|
|
(11.6 |
)% |
Operating expenses |
|
|
148,534,924 |
|
|
|
136,076,265 |
|
|
|
(12,458,659 |
) |
|
|
(8.4 |
)% |
Corporate expenses |
|
|
12,584,218 |
|
|
|
9,949,909 |
|
|
|
(2,634,309 |
) |
|
|
(20.9 |
)% |
Other operating expenses |
|
|
— |
|
|
|
1,737,622 |
|
|
|
1,737,622 |
|
|
|
— |
|
Interest expense |
|
|
17,772,957 |
|
|
|
9,954,445 |
|
|
|
(7,818,512 |
) |
|
|
(44.0 |
)% |
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 |
|
|
1,796,019 |
|
|
|
1,598,890 |
|
|
|
(197,129 |
) |
|
|
(11.0 |
)% |
Net loss |
|
|
3,828,626 |
|
|
|
6,400,699 |
|
|
|
2,572,073 |
|
|
|
67.2 |
% |
Results of Operations - Segments
|
|
Nine Months Ended September 30, |
|
|
Change |
|
||||||||||
|
|
2024 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Audio |
|
$ |
137,748,127 |
|
|
$ |
116,002,560 |
|
|
$ |
(21,745,567 |
) |
|
|
(15.8 |
)% |
Digital |
|
|
35,257,992 |
|
|
|
36,886,662 |
|
|
|
1,628,670 |
|
|
|
4.6 |
% |
|
|
$ |
173,006,119 |
|
|
$ |
152,889,222 |
|
|
$ |
(20,116,897 |
) |
|
|
(11.6 |
)% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Audio |
|
$ |
117,418,596 |
|
|
$ |
107,353,557 |
|
|
$ |
(10,065,039 |
) |
|
|
(8.6 |
)% |
Digital |
|
|
31,116,328 |
|
|
|
28,722,708 |
|
|
|
(2,393,620 |
) |
|
|
(7.7 |
)% |
|
|
$ |
148,534,924 |
|
|
$ |
136,076,265 |
|
|
$ |
(12,458,659 |
) |
|
|
(8.4 |
)% |
Net Revenue. Net revenue decreased $20.1 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Audio revenue decreased $21.7 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue partially due to a decrease in political advertising. Digital revenue increased $1.6 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to continued growth in the digital segment.
19
Operating Expenses. Operating expenses decreased $12.5 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Audio operating expenses decreased $10.1 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to continued expense management in the audio segment. Digital operating expenses decreased $2.4 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to expense management in the digital segment.
Corporate Expenses. Corporate expenses decreased $2.6 million during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to a decrease in compensation and contract expenses, partially offset by an increase in corporate expenses allocated to operating expenses.
Other Operating Expenses. Other operating expenses consist primarily of increased royalties of $1.5 million to be paid under a settlement agreement between the American Society of Composers, Authors, and Publishers (ASCAP) and the Radio Music License Committee (RMLC) for the period from 2022 to 2024.
Interest Expense. Interest expense decreased $7.8 million during the nine months ended September 30, 2025 as compared to the nine months ended September 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 32% and 20% for the nine months ended September 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 nine months ended September 30, 2025 was $6.4 million compared to a net loss of $3.8 million for the nine months ended September 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 $18.0 million in the first quarter of 2026 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
20
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 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 nine months ended September 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:
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
21
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 September 30, 2025.
Cash Flows. The following summary table presents a comparison of our cash flows for the nine months ended September 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.
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
Net cash used in operating activities |
|
$ |
(2,241,342 |
) |
|
$ |
(5,312,411 |
) |
Net cash provided by investing activities |
|
|
3,399,736 |
|
|
|
6,878,372 |
|
Net cash used in financing activities |
|
|
(90,136 |
) |
|
|
(1,002,042 |
) |
Net increase in cash and cash equivalents |
|
$ |
1,068,258 |
|
|
$ |
563,919 |
|
Net Cash Used In Operating Activities. Net cash used in operating activities was $5.3 million during the nine months ended September 30, 2025, as compared to net cash used in operating activities of $2.2 million during the nine months ended September 30, 2024. Significant factors affecting the $3.1 million increase in net cash used in operating activities included a $21.6 million decrease in cash receipts from revenue and an $0.8 million increase in cash paid for income taxes, partially offset by a $12.4 million decrease in cash paid for operating expenses, a $6.1 million decrease in interest payments, and a $2.1 million decrease in cash paid for corporate expenses.
Net Cash Provided By Investing Activities. Net cash provided by investing activities during the nine months ended September 30, 2025 included proceeds of $10.5 million from property and equipment dispositions, partially offset by payments of $3.6 million for capital expenditures. Net cash provided by investing activities for 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 Financing Activities. Net cash used in financing activities during the nine months ended September 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 September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
22
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
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. There were no purchases of our Class A common stock under the 2007 Plan or 2025 Plan during the three months ended September 30, 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the three months ended September 30, 2025,
23
ITEM 6. EXHIBITS.
Exhibit Number |
|
Description |
31.1 |
|
|
32.1* |
|
|
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). |
* 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.
24
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: November 10, 2025 |
|
/s/ Caroline Beasley |
|
|
Name: Caroline Beasley |
|
|
Title: Chief Executive Officer (principal executive officer and principal financial officer) |
|
|
|
Dated: November 10, 2025 |
|
/s/ Shaun Greening |
|
|
Name: Shaun Greening |
|
|
Title: Chief Accounting Officer (principal accounting officer) |
25