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 |
The |
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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
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Page No. |
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PART I
FINANCIAL INFORMATION |
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Item 1. |
Condensed Consolidated Financial Statements. |
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7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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17 |
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Item 3. |
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25 |
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Item 4. |
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PART II
OTHER INFORMATION |
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Item 1. |
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26 |
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Item 1A. |
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26 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds. |
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27 |
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Item 3. |
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28 |
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Item 4. |
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28 |
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Item 5. |
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28 |
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Item 6. |
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29 |
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30 |
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BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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December 31, |
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June 30, |
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2025 |
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2026 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, less allowance for credit losses of $ |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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FCC licenses |
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Other intangibles, net |
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Assets held for sale |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Operating lease liabilities |
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Other current liabilities |
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Current portion of long-term debt |
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Total current liabilities |
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Long-term debt |
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Operating lease liabilities |
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Deferred tax liabilities |
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Liabilities held for sale |
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Other long-term liabilities |
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Total liabilities |
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Stockholders' equity (deficit): |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ |
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Additional paid-in capital |
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Treasury stock, Class A common stock; |
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( |
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( |
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Accumulated deficit |
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( |
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Accumulated other comprehensive income |
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Total stockholders' equity (deficit) |
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Total liabilities and stockholders' equity (deficit) |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) (UNAUDITED)
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Three Months Ended June 30, |
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2025 |
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2026 |
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Net revenue |
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$ |
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$ |
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Operating expenses: |
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Operating expenses (including stock-based compensation of $ |
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Corporate expenses (including stock-based compensation of $ |
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Depreciation and amortization |
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Total operating expenses |
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Operating income |
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Non-operating income (expense): |
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Interest expense |
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( |
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Gain on debt restructure |
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— |
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Gain on repurchase of long-term debt |
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— |
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Other income, net |
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Income before income taxes |
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Income tax expense |
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Net income (loss) before equity in earnings of unconsolidated affiliates |
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Equity in earnings of unconsolidated affiliates, net of tax |
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Net income (loss) per Class A and Class B common share: |
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$ |
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$ |
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Net income (loss) per Class A and Class B common share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
4
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) (UNAUDITED)
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Six Months Ended June 30, |
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2025 |
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2026 |
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Net revenue |
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$ |
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$ |
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Operating expenses: |
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Operating expenses (including stock-based compensation of $ |
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Corporate expenses (including stock-based compensation of $ |
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Depreciation and amortization |
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Gain on dispositions |
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Total operating expenses |
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Operating income |
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Non-operating income (expense): |
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Interest expense |
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Gain on debt restructure |
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— |
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Gain on repurchase of long-term debt |
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— |
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Other income (expense), net |
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Income (loss) before income taxes |
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( |
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Income tax expense (benefit) |
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Net income (loss) before equity in earnings of unconsolidated affiliates |
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Equity in earnings of unconsolidated affiliates, net of tax |
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( |
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( |
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Net income (loss) per Class A and Class B common share: |
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$ |
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$ |
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Net income (loss) per Class A and Class B common share: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
5
BEASLEY BROADCAST GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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Six Months Ended June 30, |
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2025 |
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2026 |
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Cash flows from operating activities: |
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Net income (loss) |
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$ |
( |
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$ |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Stock-based compensation |
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Provision for credit losses |
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Depreciation and amortization |
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Gain on dispositions |
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Amortization of debt issuance costs |
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Amortization of premium |
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Noncash gain on debt restructure |
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Gain on repurchase of long-term debt |
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Deferred income taxes |
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Equity in earnings of unconsolidated affiliates |
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Change in operating assets and liabilities: |
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Accounts receivable |
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Prepaid expenses |
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Other assets |
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Accounts payable |
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Other current liabilities |
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Other long-term liabilities |
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Other operating activities |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Capital expenditures |
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Proceeds from dispositions |
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Net cash provided by investing activities |
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Cash flows from financing activities: |
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Issuance of debt |
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Payments of debt |
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Payment of debt issuance costs |
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Repurchase of long-term debt |
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Issuance of common stock |
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Purchase of treasury stock |
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( |
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Net cash used in financing activities |
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( |
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Net decrease in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Cash paid for interest |
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$ |
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$ |
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Cash paid for income taxes |
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$ |
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$ |
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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, 2025. 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 December 2025, the Financial Accounting Standards Board (“FASB”) issued several updates to the codification. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and early adoption is permitted. The Company is currently in the process of reviewing the new guidance.
In December 2025, the FASB issued amendments intended to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments are effective for the annual reporting periods after December 15, 2027, and interim periods within those fiscal year reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently in the process of reviewing the new guidance.
In July 2025, the 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 amendment is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted the new guidance starting with the interim reporting period ending March 31, 2026, and the new guidance has not had a significant impact on the Company’s 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.
On February 20, 2026, the Company completed a sale of land in Ocean Township, NJ to a third party for $
On February 6, 2026, the Company completed the sale of substantially all of the assets used in the operations of WRXK-FM and WXKB-FM in Fort Myers, FL to a third party for $
On January 27, 2025, the Company completed a sale of land in Belmar, NJ to a third party for $
7
Long-term debt is comprised of the following:
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December 31, |
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June 30, |
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2025 |
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2026 |
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Current portion of long-term debt: |
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$ |
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$ |
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Long-term debt: |
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Asset-based loan due |
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Unamortized premium |
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$ |
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$ |
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On October 8, 2024, Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, issued $
On October 8, 2024, the Issuer issued $
On May 1, 2026 (the “Settlement Date”), the Issuer completed: (i) the exchange (the “Exchange Offer”) of $
On the Settlement Date, the Issuer entered into (i) a new indenture (the “2027 PIK Notes Indenture”) governing its 2027 PIK Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantor parties thereto 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 and (ii) supplemental indentures (x) amending the provisions of the Existing Indentures and (y) releasing all of the collateral securing the Existing Second Lien Notes. The 2027 PIK Notes Indenture contains 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 the Company’s 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,
8
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.
Interest on the 2027 PIK Notes is payable exclusively in kind and accrues at the rate of
At any time, the Issuer may redeem all or a part of the 2027 PIK Notes at a redemption price equal to
The 2027 PIK Notes and related guarantees are the Company’s senior secured obligations and are secured on a second-lien priority basis by the Collateral (as defined in the 2027 PIK Notes Indenture), subject to certain exceptions, limitations, Permitted Liens (as defined in the 2027 PIK Notes Indenture) and the intercreditor agreements among the collateral agent for the 2027 PIK Notes, the collateral agent for the Existing First Lien Notes and the lender under the ABL Credit Facility (collectively, the “Intercreditor Agreements”) providing for the relative priorities of their respective security interests in the assets securing the 2027 PIK Notes, the Existing First Lien Notes, the ABL Credit Facility and certain other matters relating to the administration of security interests. The 2027 PIK Notes are guaranteed by the Company’s existing Material Domestic Subsidiaries (other than Excluded Subsidiaries, both as defined in the 2027 PIK Notes Indenture) and will be guaranteed by certain future Material Domestic Subsidiaries. Under the terms of the 2027 PIK Notes Indenture and the Intercreditor Agreements, the 2027 PIK Notes and related guarantees rank junior in right of payment to the Existing First Lien Notes and rank senior in right of payment to any future indebtedness of the Issuer and each Guarantor that is subordinated in right of payment to the 2027 PIK Notes and the guarantees.
On the Settlement Date, supplemental indentures to (i) the Existing First Lien Notes Indenture, by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing First Lien Notes and (ii) the Existing Second Lien Notes Indenture, by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing Second Lien Notes, became effective (x) amending the provisions of the Existing Indentures and (y) releasing all of the collateral securing the Existing Second Lien Notes.
9
On May 1, 2026 (the “Closing Date”), the Company, its indirect wholly owned subsidiary, Beasley Media Group, LLC (the “Borrower”), and certain of the Company’s direct and indirect wholly owned subsidiaries entered into a Loan and Security Agreement (“ABL Credit Agreement”) with Siena Lending Group LLC as lender, which provides for a $
Availability of borrowings under the ABL Credit Facility is subject to a borrowing base calculated based on the value of certain eligible billed and unbilled accounts receivable of the loan parties. Loans under the ABL Credit Facility will bear interest at a floating rate per annum equal to the greater of (x) a term-SOFR based rate plus an applicable margin of
In light of (i) the Company’s default on the Existing Second Lien Notes, (ii) substantial doubt about the Company’s ability to continue as a going concern, (iii) the insufficiency of the Company’s then current projected cash flows to service the debt to maturity absent a refinancing, and (iv) the concessions granted by the holders of the Existing Notes (as described above), the debt restructuring completed in May 2026 was accounted for as a troubled debt restructuring. In accordance with ASC 470-60, the carrying amount of the debt was first reduced by $
Pursuant to the terms of the Amended and Restated Transaction Support Agreement entered into by the Company on April 27, 2026 (the “A&R TSA”), after the closing of the Offers on May 11, 2026, the Company appointed an independent director selected by the Initial 2L Supporting Holder (as defined in the A&R TSA) as a member of the Company’s Board of Directors. The A&R TSA also grants the Initial 2L Supporting Holder the right, commencing 270 days after the closing of the transactions, to propose candidates for an additional independent director to be appointed to the Company’s Board of Directors. Similarly, the A&R TSA grants the Initial 1L Supporting Holder (as defined in the A&R TSA) the right, commencing 360 days after the closing of the transactions and subject to certain conditions (including that the Existing First Lien Notes have not been repaid in full), to propose candidates for an additional independent director to be appointed to the Company’s Board of Directors. In addition, the A&R TSA provides that certain actions, including any insolvency proceeding or bankruptcy filing of the Company, must be authorized by the independent director appointed pursuant to the A&R TSA.
10
The changes in stockholders’ equity (deficit) are as follows:
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Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Beginning balance |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
||
Issuance of common stock |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchase of treasury stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Ending balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
At the Market Equity Offering Program
On June 12, 2026, the Company entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Noble Capital Markets, Inc. (the “Sales Agent”), pursuant to which the Company may offer and sell, from time to time, shares of the Company’s Class A common stock, par value $
The Company will pay the Sales Agent a commission equal to
The offering of shares of Class A common stock pursuant to the Equity Distribution Agreement will terminate automatically upon the sale of shares of Class A common stock having an aggregate offering price of $
As of June 30, 2026, the Company had issued and sold
Net revenue is comprised of the following:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Audio |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Digital |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
11
The Company recognizes revenue when it satisfies a performance obligation under a contract with an advertiser. The transaction price is allocated to performance obligations based on executed contracts, which represent relative standalone selling prices. Payment is generally due within 30 days, although certain advertisers are required to pay in advance. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. The Company has elected to use the practical expedient to expense sales commissions as incurred. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheets. Substantially all deferred revenue is recognized within 12 months of the payment date.
|
|
December 31, |
|
|
June 30, |
|
||
|
|
2025 |
|
|
2026 |
|
||
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, |
|
|
June 30, |
|
||
|
|
2025 |
|
|
2026 |
|
||
Trade sales receivable |
|
$ |
|
|
$ |
|
||
Trade sales payable |
|
|
|
|
|
|
||
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
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.
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.
12
A summary of restricted stock unit activity under the 2025 Plan is presented below:
|
|
Units |
|
|
Weighted-Average Grant-Date Fair Value |
|
||
Unvested as of April 1, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
— |
|
|
|
— |
|
Unvested as of June 30, 2026 |
|
|
|
|
$ |
|
||
As of June 30, 2026, there was $
A summary of restricted stock unit activity under the 2007 Plan is presented below:
|
|
Units |
|
|
Weighted-Average Grant-Date Fair Value |
|
||
Unvested as of April 1, 2026 |
|
|
|
|
$ |
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
— |
|
|
— |
|
||
Unvested as of June 30, 2026 |
|
|
|
|
$ |
|
||
As of June 30, 2026, there was $
The Company’s effective tax rate was
In the current quarter, the Company recorded an amount of unrecognized tax benefits of $
13
Net income (loss) per share calculation information is as follows:
|
|
Three months ended June 30, |
|
|
Six months ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Weighted-average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of dilutive restricted stock units |
|
|
|
|
|
|
|
|
|
|
||||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per Class A and Class B common share – basic |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Net income (loss) per Class A and Class B common share – diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
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 June 30, 2026 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
Audio |
|
|
Corporate |
|
|
Total |
|
|||
Capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|||
14
Reportable segment information for the three months ended June 30, 2025 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
Audio |
|
|
Corporate |
|
|
Total |
|
|||
Capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Reportable segment information for the six months ended June 30, 2026 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Gain on dispositions |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
Audio |
|
|
Corporate |
|
|
Total |
|
|||
Capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Reportable segment information for the six months ended June 30, 2025 is as follows:
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Net revenue |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Operating expenses |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate expenses |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on disposition |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Operating income (loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
|
|
Audio |
|
|
Digital |
|
|
Corporate |
|
|
Total |
|
||||
Capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reportable segment information as of June 30, 2026 is as follows:
|
|
Audio |
|
|
Corporate |
|
|
Total |
|
|||
Property and equipment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
FCC licenses |
|
|
|
|
— |
|
|
|
|
|||
Other intangibles, net |
|
|
|
|
|
— |
|
|
|
|
||
15
Reportable segment information as of December 31, 2025 is as follows:
|
|
Audio |
|
|
Corporate |
|
|
Total |
|
|||
Property and equipment, net |
|
$ |
|
|
$ |
|
|
$ |
|
|||
FCC licenses |
|
|
|
|
— |
|
|
|
|
|||
Other intangibles, net |
|
|
|
|
|
— |
|
|
|
|
||
Net assets held for sale |
|
|
|
|
— |
|
|
|
|
|||
In accordance with Accounting Standards Codification Topic 205-40, the Company’s management evaluates whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this report.
Conditions and Events
The Company has a history of net losses and negative operating cash flows and may continue to incur additional losses due to downward trends in the traditional radio industry. Notwithstanding the improvement in the Company's financial position and the reduction in long-term debt as a result of debt restructuring, the Company's ABL Credit Facility contains covenants including a minimum liquidity requirement.
Management has determined that substantial doubt is raised about the Company's ability to continue as a going concern through at least August 31, 2027. This evaluation includes considerations related to the Company's forecasted liquidity and cash consumption requirements, its current business plan, and revenue prospects.
Management’s Plans
In response to the conditions and events described above, management is executing cash management and strategic operational plans that include (i) on-going cost reduction initiatives including but not limited to workforce reductions and vendor renegotiations; (ii) strategies to grow higher-margin digital and local direct revenues; and (iii) initiatives to enhance liquidity and reduce leverage, including monetization of non-core assets, disciplined working capital management, and capital raising activities.
Based on the Company’s cash balance, the current maturities of its existing debt facilities, its current business plan, and revenue prospects, and taking into account the plans described above, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations and meet its covenant requirements for at least the next 12 months. Accordingly, management has concluded that its plans, when implemented, are sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the financial statements are issued.
On July 31, 2026, the Company entered into an agreement to sell substantially all of the assets used in the operations of WNKS-FM in Charlotte, NC and KXTE-FM in Las Vegas, NV to a third party for $
16
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, 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 July 31, 2026, the Company entered into an agreement to sell substantially all of the assets used in the operations of WNKS-FM in Charlotte, NC and KXTE-FM in Las Vegas, NV 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 fourth quarter of 2026. No impairment loss will be recorded based on the fair value of the assets to be sold held for sale and the Company expects to record a gain when the disposition is completed.
Going Concern Considerations
In accordance with Accounting Standards Codification Topic 205-40, the Company’s management evaluates whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this report.
Conditions and Events
The Company has a history of net losses and negative operating cash flows and may continue to incur additional losses due to downward trends in the traditional radio industry. Notwithstanding the improvement in the Company's financial position and the reduction in long-term debt as a result of debt restructuring, the Company's ABL Credit Facility contains covenants including a minimum liquidity requirement.
Management has determined that substantial doubt is raised about the Company's ability to continue as a going concern through at least August 31, 2027. This evaluation includes considerations related to the Company's forecasted liquidity and cash consumption requirements, its current business plan, and revenue prospects.
Management’s Plans
In response to the conditions and events described above, management is executing cash management and strategic operational plans that include (i) on-going cost reduction initiatives including but not limited to workforce reductions and vendor renegotiations; (ii) strategies to grow higher-margin digital and local direct revenues; and (iii) initiatives to enhance liquidity and reduce leverage, including monetization of non-core assets, disciplined working capital management, and capital raising activities.
Based on the Company’s cash balance, the current maturities of its existing debt facilities, its current business plan, and revenue prospects, and taking into account the plans described above, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations and meet its covenant requirements for at least the next 12 months. Accordingly, management has concluded that its plans, when implemented, are sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the financial statements are issued.
17
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,” “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:
18
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. 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.
19
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, 2025. There have been no additional material changes to our critical accounting estimates during the six months ended June 30, 2026.
Recent Accounting Pronouncements
Recent accounting pronouncements are described in Note 2 to the accompanying condensed consolidated financial statements.
Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025
The following summary table presents a comparison of our results of operations for the three months ended June 30, 2025 and 2026, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.
Results of Operations - Consolidated
|
|
Three Months Ended June 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
$ |
52,999,711 |
|
|
$ |
44,125,702 |
|
|
$ |
(8,874,009 |
) |
|
|
(16.7 |
)% |
Operating expenses |
|
|
44,750,198 |
|
|
|
38,808,170 |
|
|
|
(5,942,028 |
) |
|
|
(13.3 |
)% |
Corporate expenses |
|
|
3,769,243 |
|
|
|
2,360,974 |
|
|
|
(1,408,269 |
) |
|
|
(37.4 |
)% |
Interest expense |
|
|
3,294,772 |
|
|
|
1,487,741 |
|
|
|
(1,807,031 |
) |
|
|
(54.8 |
)% |
Gain on debt restructure |
|
|
— |
|
|
|
91,785,121 |
|
|
|
91,785,121 |
|
|
|
— |
|
Gain on repurchase of long-term debt |
|
|
525,000 |
|
|
|
— |
|
|
|
(525,000 |
) |
|
|
(100.0 |
)% |
Income tax expense |
|
|
283,990 |
|
|
|
7,299,839 |
|
|
|
7,015,849 |
|
|
|
2470.5 |
% |
Net income (loss) |
|
|
(154,175 |
) |
|
|
84,293,430 |
|
|
|
84,447,605 |
|
|
|
(54773.9 |
)% |
20
Results of Operations - Segments
|
|
Three Months Ended June 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Audio |
|
$ |
39,818,870 |
|
|
$ |
32,470,043 |
|
|
$ |
(7,348,827 |
) |
|
|
(18.5 |
)% |
Digital |
|
|
13,180,841 |
|
|
|
11,655,659 |
|
|
|
(1,525,182 |
) |
|
|
(11.6 |
)% |
|
|
$ |
52,999,711 |
|
|
$ |
44,125,702 |
|
|
$ |
(8,874,009 |
) |
|
|
(16.7 |
)% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Audio |
|
$ |
35,095,319 |
|
|
$ |
28,950,275 |
|
|
$ |
(6,145,044 |
) |
|
|
(17.5 |
)% |
Digital |
|
|
9,654,879 |
|
|
|
9,857,895 |
|
|
|
203,016 |
|
|
|
2.1 |
% |
|
|
$ |
44,750,198 |
|
|
$ |
38,808,170 |
|
|
$ |
(5,942,028 |
) |
|
|
(13.3 |
)% |
Net Revenue. Net revenue decreased $8.9 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Audio revenue decreased $7.3 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital revenue decreased $1.5 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to a decrease in third-party digital direct revenue.
Operating Expenses. Operating expenses decreased $5.9 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Audio operating expenses decreased $6.1 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to continued expense management in the audio segment and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital operating expenses during the three months ended June 30, 2026 were comparable to the three months ended June 30, 2025.
Corporate Expenses. Corporate expenses decreased $1.4 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to an increase in corporate expenses allocated to operating expenses.
Interest Expense. Interest expense decreased $1.8 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024 and a reduction in interest expense as a result of the debt restructure in May 2026.
Gain on Debt Restructure. In May 2026, we completed a debt restructure, and as a result of the restructure, we recorded a gain of $91.8 million, which included $6.7 million in debt restructure expenses, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructure.
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.
Income Tax Expense. Our effective tax rate was 144% and 8% for the three months ended June 30, 2025 and 2026, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain expenses that are not deductible for tax purposes, the exclusion of cancellation of debt income under section 108 of the internal revenue code, and the valuation allowance.
Net Income (Loss). Net income for the three months ended June 30, 2026 was $84.3 million compared to a net loss of $0.2 million for the three months ended June 30, 2025, as a result of the factors described above.
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
The following summary table presents a comparison of our results of operations for the six months ended June 30, 2025 and 2026, 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.
21
Results of Operations - Consolidated
|
|
Six Months Ended June 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
$ |
101,912,176 |
|
|
$ |
86,714,437 |
|
|
$ |
(15,197,739 |
) |
|
|
(14.9 |
)% |
Operating expenses |
|
|
89,991,459 |
|
|
|
80,978,801 |
|
|
|
(9,012,658 |
) |
|
|
(10.0 |
)% |
Corporate expenses |
|
|
7,788,705 |
|
|
|
5,888,544 |
|
|
|
(1,900,161 |
) |
|
|
(24.4 |
)% |
Gain on dispositions |
|
|
1,698,228 |
|
|
|
12,461,477 |
|
|
|
10,763,249 |
|
|
|
633.8 |
% |
Interest expense |
|
|
6,675,414 |
|
|
|
4,751,138 |
|
|
|
(1,924,276 |
) |
|
|
(28.8 |
)% |
Gain on debt restructure |
|
|
— |
|
|
|
91,785,121 |
|
|
|
91,785,121 |
|
|
|
— |
|
Gain on repurchase of long-term debt |
|
|
525,000 |
|
|
|
— |
|
|
|
(525,000 |
) |
|
|
(100.0 |
)% |
Income tax expense (benefit) |
|
|
(1,283,737 |
) |
|
|
8,628,207 |
|
|
|
9,911,944 |
|
|
|
(772.1 |
)% |
Net income (loss) |
|
|
(2,843,996 |
) |
|
|
87,508,220 |
|
|
|
90,352,216 |
|
|
|
(3176.9 |
)% |
Results of Operations - Segments
|
|
Six Months Ended June 30, |
|
|
Change |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
$ |
|
|
% |
|
||||
Net revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Audio |
|
$ |
77,972,240 |
|
|
$ |
64,354,495 |
|
|
$ |
(13,617,745 |
) |
|
|
(17.5 |
)% |
Digital |
|
|
23,939,936 |
|
|
|
22,359,942 |
|
|
|
(1,579,994 |
) |
|
|
(6.6 |
)% |
|
|
$ |
101,912,176 |
|
|
$ |
86,714,437 |
|
|
$ |
(15,197,739 |
) |
|
|
(14.9 |
)% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Audio |
|
$ |
71,490,295 |
|
|
$ |
62,077,192 |
|
|
$ |
(9,413,103 |
) |
|
|
(13.2 |
)% |
Digital |
|
|
18,501,164 |
|
|
|
18,901,609 |
|
|
|
400,445 |
|
|
|
2.2 |
% |
|
|
$ |
89,991,459 |
|
|
$ |
80,978,801 |
|
|
$ |
(9,012,658 |
) |
|
|
(10.0 |
)% |
Net Revenue. Net revenue decreased $15.2 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Audio revenue decreased $13.6 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital revenue decreased $1.6 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily due to a decrease in third-party digital direct revenue.
Operating Expenses. Operating expenses decreased $9.0 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Audio operating expenses decreased $9.4 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to continued expense management in the audio segment and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital operating expenses during the six months ended June 30, 2026 were comparable to the six months ended June 30, 2025.
Corporate Expenses. Corporate expenses decreased $1.9 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to an increase in corporate expenses allocated to operating expenses and a decrease in compensation expenses, partially offset by an increase in contract services.
Interest Expense. Interest expense decreased $1.9 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024 and a reduction in interest expense as a result of the debt restructure in May 2026.
Gain on Debt Restructure. In May 2026, we completed a debt restructure and as a result of the restructure, we recorded a gain of $91.8 million, which included $6.7 million in debt restructure expenses, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructure.
22
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.
Income Tax Expense (Benefit). Our effective tax rate was (31)% and 9% for the six months ended June 30, 2025 and 2026, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain expenses that are not deductible for tax purposes, the exclusion of cancellation of debt income under section 108 of the internal revenue code, and the valuation allowance.
Net Income (Loss). Net income for the six months ended June 30, 2026 was $87.5 million compared to a net loss of $2.8 million for the six months ended June 30, 2025, 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. 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. 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.
On May 1, 2026, the Company, its indirect wholly owned subsidiary, Beasley Media Group, LLC (the “Borrower”), and certain of the Company’s direct and indirect wholly owned subsidiaries entered into a Loan and Security Agreement (“ABL Credit Agreement”) with Siena Lending Group LLC as lender, which provides for a $35.0 million secured asset-based revolving credit facility (the “ABL Credit Facility”). For more information on the ABL Credit Facility, see Note 4 in “Notes to Condensed Consolidated Financial Statements”.
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 indentures governing each series of our notes limit our ability to pay dividends. The ABL Credit Agreement also restricts our ability to pay dividends and make other distributions on the Company’s capital stock without the prior written consent of the lender under the ABL Credit Facility, subject to limited exceptions.
Secured Notes. On May 1, 2026 (the “Settlement Date”), the Issuer completed: (i) the exchange (the “Exchange Offer”) of $184.1 million aggregate principal amount of Existing Second Lien Notes (representing approximately 99.5% of the aggregate principal amount then outstanding of the Existing Second Lien Notes) for $98.5 million aggregate principal amount of the Issuer’s newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) at an exchange ratio of 50.0% of the aggregate principal amount of the Existing Second Lien Notes tendered for exchange, plus 50% of accrued and unpaid interest thereof, (ii) the purchase of $15.9 million aggregate principal amount of the Existing First Lien Notes at a purchase price of 100.0% of the par value thereof, plus accrued and unpaid interest (such offer, the “Tender Offer” and, together with the Exchange Offer, the “Offers”); and (iii) related consent solicitations (the “Consent Solicitations”) to proposed amendments to the existing indentures governing the Existing Notes (the “Existing Indentures”) to, among other things, (x) adopt certain proposed amendments to the Existing Indentures (the “Proposed Amendments”) and (y) release all of the collateral securing the Existing Second Lien 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 accrued at the rate of 8.625% per annum and was payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes were secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and were guaranteed jointly and severally by the Company and its majority owned subsidiaries. As of June 30, 2026, no Prior Notes remain outstanding.
On the Settlement Date, the Issuer entered into (i) a new indenture (the “2027 PIK Notes Indenture”) governing its 2027 PIK Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantor parties thereto 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 and (ii) supplemental indentures (x) amending the provisions of the Existing Indentures and (y) releasing all of the collateral securing the Existing Second Lien Notes. The 2027 PIK Notes Indenture contains 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 the Company’s capital stock or
23
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.
Interest on the 2027 PIK Notes is payable exclusively in kind and accrues at the rate of 10.000% per annum and is payable semiannually in arrears on April 30 and October 30 of each year, with interest accruing from October 30, 2026, and the first Interest Payment Date being April 30, 2027. The 2027 PIK Notes will mature on December 31, 2027. Pursuant to the springing maturity condition, if (i) on or before September 30, 2027, the Company and its subsidiaries have not entered into one or more binding agreements (subject solely to customary conditions precedent for transactions of the applicable type) for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding as of September 30, 2027, the 2027 PIK Notes will mature on such date, or (ii) an Event of Default (as defined in the 2027 PIK Notes Indenture) has occurred, the 2027 PIK Notes will mature on the date such Event of Default occurred. The springing maturity condition may be waived, amended or deleted by holders of a majority of the 2027 PIK Notes. The 2027 PIK Notes and related guarantees are secured on a second-lien priority basis by substantially all assets of the Issuer and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. At any time on or after December 31, 2027 (or, if the springing maturity condition has occurred, the date on which the springing maturity condition occurred), or upon the occurrence of an Event of Default, holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of Class A common stock and Class B common stock. Upon such equity conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into shares representing, in the aggregate, 95% of the issued and outstanding Class A common stock and Class B common stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest). The equity conversion is subject to obtaining prior approval of the Federal Communications Commission (“FCC”) and compliance with applicable FCC foreign ownership rules.
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 4,213 shares during the six months ended June 30, 2026. From time to time, we may seek to repurchase, redeem or otherwise retire our existing indebtedness 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.
At the Market Equity Offering Program. On June 12, 2026, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Noble Capital Markets, Inc., as sales agent, pursuant to which we may offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to $5,235,810 through an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Sales of shares of our Class A common stock, if any, will be made at market prices prevailing at the time of sale. We will pay the sales agent a commission equal to 3.0% of the gross sales price per share sold. We intend to use the net proceeds from any sales under the Equity Distribution Agreement, if any, to reduce indebtedness, as well as for working capital and general corporate purposes. As of June 30, 2026, the Company had issued and sold 35,600 shares of its Class A common stock under the Equity Distribution Agreement, for total net proceeds of $0.7 million and with total compensation paid to the Sales Agent of approximately $20,000. As of June 30, 2026, additional shares of Class A common stock having an aggregate offering price of up to $4.6 million remain available to be issued and sold under the Equity Distribution Agreement.
We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity:
24
Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of June 30, 2026.
Cash Flows. The following summary table presents a comparison of our cash flows for the six months ended June 30, 2025 and 2026 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.
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2026 |
|
||
Net cash used in operating activities |
|
$ |
(419,923 |
) |
|
$ |
(15,246,712 |
) |
Net cash provided by investing activities |
|
|
1,373,169 |
|
|
|
17,865,256 |
|
Net cash used in financing activities |
|
|
(1,002,042 |
) |
|
|
(5,857,736 |
) |
Net decrease in cash and cash equivalents |
|
$ |
(48,796 |
) |
|
$ |
(3,239,192 |
) |
Net Cash Used In Operating Activities. Net cash used in operating activities was $15.2 million during the six months ended June 30, 2026, as compared to net cash used in operating activities of $0.4 million during the six months ended June 30, 2025. Significant factors included a $7.9 million increase in cash paid for operating expenses, payments of $7.9 million for debt issuance expenses, and a $7.1 million decrease in cash receipts from revenue, partially offset by a $4.4 million decrease in interest payments, a $2.5 million decrease in cash paid for corporate and other expenses, and a $1.2 million decrease in income tax payments.
Net Cash Provided By Investing Activities. Net cash provided by investing activities during the six months ended June 30, 2026 included proceeds of $19.3 million from property and equipment dispositions, partially offset by payments of $1.5 million for capital expenditures. Net cash provided by investing activities for 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 Used In Financing Activities. Net cash used in financing activities during the six months ended June 30, 2026 included debt payments of $18.8 million and payment of debt issuance expenses of $2.7 million partially offset by debt issuance of $15.1 million and common stock issuance of $0.6 million. Net cash used in financing activities during the six months ended June 30, 2025 included Prior Notes repurchases of $1.0 million.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report. There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
25
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.
Other than the risk factors below, 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, 2025.
We have substantial debt that could have important consequences to you.
Our ability to generate cash for, make payments on or refinance our indebtedness as it becomes due depends on many factors, some of which are beyond our control. We have debt that is substantial, and in February 2026, we failed to make a scheduled interest payment on our long-term debt. While we have restructured a significant portion of the Company’s outstanding indebtedness, our long-term debt is substantial in amount and could have an impact on you. For example, it could:
Any additional borrowings or note offerings would further increase the amount of our debt and the associated risks. In addition, there can be no assurances that additional financing will be available or on terms that will be acceptable to us, or at all. If we are unable to pay back our indebtedness prior to the scheduled maturity date, we may not have sufficient cash on hand to repay our long-term debt upon maturity, and may experience a change of control and dilution of existing common stock, which would have an adverse effect on our business, financial condition, and operating results in the event the lenders declare an event of default and exercise their rights and remedies. Our ability to pay regular dividends on our common stock is subject to the discretion of our Board and may be limited by our structure, statutory restrictions and restrictions imposed by the ABL Credit Agreement and the indentures governing each series of our notes, as well as any future agreements.
Our ability to pay regular dividends on our common stock is subject to the discretion of our Board and may be limited by our structure, statutory restrictions and restrictions imposed by the ABL Credit Agreement and the indentures governing each series of our notes, as well as any future agreements.
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. Future dividend payments, if any, will be at the discretion of our Board. Future quarterly dividend payments can also be changed or discontinued at any time and will be subject to limitations under the terms of the indentures governing each series of our notes, as well as any future agreements. The ABL Credit Agreement also restricts our ability to pay dividends and make other distributions on the Company’s capital stock without the prior written consent of the lender under the ABL Credit Facility, subject to limited exceptions. The payment and timing of any future quarterly dividends will also depend upon, among other things, our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors deemed relevant by our Board.
26
There may not be an active market for our Class A common stock, making it difficult for you to sell your stock, and our common stock may be subject to immediate and substantial dilution, and other risks related to our at the market offering.
Our stock may not be actively traded in the future. An illiquid market for our stock may result in price volatility and poor execution of buy and sell orders for investors. Our stock price and trading volume have fluctuated widely for a number of reasons, including some reasons that may be unrelated to our business or results of operations. This market volatility could depress the price of our Class A common stock without regard to our operating performance. In addition, our operating results may be below expectations of public market analysts and investors. If this were to occur, the market price of our Class A common stock could decrease significantly. In addition, there could be significant dilution of our common stock, if at any time on or after December 31, 2027, or upon the occurrence of an Event of Default (as defined in the 2027 PIK Notes Indenture), holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding elect to convert all outstanding 2027 PIK Notes into shares of Class A common stock and Class B common stock representing, in the aggregate, up to 95% of the issued and outstanding Class A common stock and Class B common stock (calculated on a fully diluted basis) immediately following such conversion. Shares issuable upon the vesting of restricted stock units and shares issued under our “at the market” offering could also result in additional dilution.
Additionally, there are risks to ownership of Class A common stock related to our “at the market” offering, including:
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Repurchases of Equity Securities
On June 25, 2025, our stockholders approved the adoption of the 2025 Plan, which replaced the 2007 Plan. The 2025 Plan and the 2007 Plan, as applicable, permit us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units. The following table presents information with respect to purchases we made of our Class A common stock during the three months ended June 30, 2026.
Period |
|
Total Number of Shares Purchased |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Approximate Dollar Value of Shares |
|
||||
April 1 – 30, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
— |
|
May 1 – 31, 2026 |
|
|
1,094 |
|
|
$ |
14.75 |
|
|
|
— |
|
|
|
— |
|
June 1 – 30, 2026 |
|
|
2,770 |
|
|
$ |
26.13 |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
3,864 |
|
|
|
|
|
|
|
|
|
|
|||
27
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the three months ended June 30, 2026,
28
ITEM 6. EXHIBITS.
Exhibit Number |
|
Description |
3.1 |
|
|
4.1* |
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4.2* |
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4.3 |
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10.1* |
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10.2* |
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31.1 |
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32.1** |
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101.INS |
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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 |
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XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
104 |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.
** 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.
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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.
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BEASLEY BROADCAST GROUP, INC. |
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Dated: August 14, 2026 |
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/s/ Caroline Beasley |
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Name: Caroline Beasley |
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Title: Chief Executive Officer (principal executive officer and principal financial officer) |
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Dated: August 14, 2026 |
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/s/ Shaun Greening |
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Name: Shaun Greening |
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Title: Chief Accounting Officer (principal accounting officer) |
30