BBGI 8-K
Beasley Broadcast Group Inc (BBGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 12, 2026, Beasley Broadcast Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
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Description |
99.1 |
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Press Release dated August 12, 2026 issued by Beasley Broadcast Group, Inc. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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 hereunto duly authorized.
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BEASLEY BROADCAST GROUP, INC. |
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Date: |
August 12, 2026 |
By: |
/s/ Caroline Beasley |
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Caroline Beasley |
Exhibit 99.1
Conference Call and Webcast
Today, August 12, 2026 at 6:00 p.m. ET
(800) 715-9871 or +1 (646) 307-1963, conference ID 1613596 or
www.bbgi.com
Replay information provided below
CONTACT: |
|
Heidi Raphael |
Ilana Goldstein |
Chief Communications Officer |
Director, IR & Corp. Dev. |
Beasley Broadcast Group, Inc. |
Beasley Broadcast Group, Inc. |
239/263-5000 or [email protected] |
212/835-8500 or [email protected] |
BEASLEY BROADCAST GROUP REPORTS SECOND QUARTER REVENUE OF $44.1 MILLION
NAPLES, Florida, August 12, 2026 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“Beasley” or the “Company”), a multi-platform media company, today announced operating results for the three-month period ended June 30, 2026. For further information, the Company has posted a presentation to its website regarding the first quarter highlights and accomplishments that management will review on today’s conference call.
Second Quarter Financial Highlights
In millions, except per share data |
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Three Months Ended |
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Six Months Ended |
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2025 |
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2026 |
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2025 |
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2026 |
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Net revenue |
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$ |
53.0 |
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$ |
44.1 |
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$ |
101.9 |
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$ |
86.7 |
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Operating income |
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2.9 |
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1.3 |
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0.9 |
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9.0 |
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Net income (loss) |
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(0.2 |
) |
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84.3 |
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(2.8 |
) |
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87.5 |
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Net income (loss) per diluted share |
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(0.09 |
) |
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45.95 |
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(1.59 |
) |
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48.01 |
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Adjusted EBITDA (non-GAAP) |
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$ |
4.7 |
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$ |
5.3 |
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$ |
5.8 |
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$ |
4.9 |
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Second Quarter 2026 Highlights
On May 1st, we took significant steps to strengthen our balance sheet and improve financial flexibility. Through the completion of our second lien restructuring, repurchase of a portion of our first lien notes, establishment of a new asset-based lending facility, and the continued execution of our portfolio optimization strategy, we meaningfully improved our capital structure and liquidity position. These actions provide additional runway and flexibility as we continue executing our operating and deleveraging strategy. Through the exchange and repurchase of indebtedness, the Company reduced total outstanding debt by $95 million, including a 46% reduction in its second lien debt, resulting in a significant non-cash gain on extinguishment of debt that drove GAAP net income for the quarter. Beyond its accounting impact, the transaction materially lowers future cash interest expense, simplifies the Company's capital structure, and represents a meaningful step forward in Beasley's long-term strategy to improve free cash flow, reduce leverage, and create shareholder value.
Beasley Broadcast Group, 8/12/2026 |
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page 2 |
Net revenue during the three months ended June 30, 2026 decreased 9.6% on a same-station basis to $44.1 million, reflecting continued weakness in the Company's traditional national and local agency advertising businesses. These declines were partially offset by strength in digital revenues, including 7.1% same-station growth in digital revenue, and stabilization in local direct spot revenues.
Operating expenses declined 13.2% year-over-year, reflecting the continued benefit of previously announced cost reduction initiatives and disciplined expense management across the organization. During the second quarter of 2026, the Company implemented approximately $10 million of additional annualized expense reductions, bringing total savings achieved over the trailing twelve months to roughly $30 million.
Station Operating Income totaled $5.3 million, representing an SOI margin of 12.1%. Corporate expenses, including $367,275 of expenses related to our debt restructuring which closed on May 1,2026, declined 37.3% year-over-year, reflecting impacts from cost actions taken over the trailing twelve month period.
Adjusted EBITDA was $5.3 million for the second quarter of 2026, compared to $4.7 million in the prior year period.
Please refer to the "Reconciliation of Net Income (Loss) to Adjusted EBITDA" table at the end of this release.
Commenting on the financial results, Caroline Beasley, Chief Executive Officer, said:
“While second quarter results continued to reflect pressure across portions of the traditional advertising marketplace, we are encouraged by the progress we're making in transforming Beasley into a more diversified, higher-margin media company. Our digital and local direct spot businesses continue to build momentum, our cost structure is significantly more efficient than it was a year ago, and we remain focused on improving the quality of our revenue. We believe these initiatives are creating a stronger operating foundation and positioning the Company for more consistent financial performance over the long term.”
“At the same time, we continue to execute against the financial priorities we established at the beginning of the year. We are operating with discipline, allocating capital thoughtfully, and taking deliberate actions to strengthen our balance sheet through debt reduction, portfolio optimization, and improved financial flexibility. These efforts, combined with our ongoing operational initiatives, are designed to improve cash flow generation and create long-term value for our shareholders.”
“Looking ahead, our strategy remains unchanged. We are focused on delivering sustainable revenue growth, expanding EBITDA through continued operating discipline and higher-margin revenue, and further reducing leverage over time. While the broader advertising environment remains dynamic, we believe the actions we are taking today are positioning Beasley to emerge as a stronger, more profitable, and more resilient company.”
Conference Call and Webcast Information
The Company will host a conference call and webcast today, August 12, 2026 at 6:00 p.m. ET to discuss its financial results and operations. To access the conference call, interested parties may dial (800) 715-9871 or +1 (646) 307-1963 conference ID 1613596 (domestic and international callers). Participants can also listen to a live webcast of the call at the Company’s website at www.bbgi.com. Please allow 15 minutes to register and download and install any necessary software. Following its completion, a replay of the webcast can be accessed for five days on the Company’s website, www.bbgi.com.
Questions from analysts, institutional investors and debt holders may be e-mailed to [email protected] at any time up until 4:00 p.m. ET on Wednesday, August 12, 2026. Management will answer as many questions as possible during the conference call and webcast (provided the questions are not addressed in their prepared remarks).
About Beasley Broadcast Group
The Company is a multi-platform media company whose primary business is operating radio stations throughout the United States. The Company offers local and national advertisers integrated marketing solutions across audio, digital and event platforms. The Company owns and operates 49 AM and FM stations in the following large- and mid-size markets in the United States: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Las Vegas, NV, Middlesex, NJ,
Beasley Broadcast Group, 8/12/2026 |
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page 3 |
Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. Approximately 18 million consumers listen to the Company’s radio stations weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company’s brands and personalities through digital platforms such as Facebook, X, text, apps and email. For more information, please visit www.bbgi.com.
For further information, or to receive future Beasley Broadcast Group news announcements via e-mail, please contact Beasley Broadcast Group, at 239-263-5000 or [email protected].
Definitions
EBITDA is defined as net income (loss) before interest income or expense, income tax expense or benefit, depreciation, and amortization.
Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain, non-operating or other items that we believe are not indicative of the performance of our ongoing operations, such as impairment losses, other income or expense, one-time severance expense, stock-based compensation or equity in earnings of unconsolidated affiliates. See “Reconciliation of Net Loss to Adjusted EBITDA” for additional information.
Adjusted EBITDA is a measure widely used in the media industry. The Company recognizes that because Adjusted EBITDA is not calculated in accordance with GAAP, it is not necessarily comparable to similarly titled measures employed by other companies. However, management believes that Adjusted EBITDA provides meaningful information to investors because it is an important measure of how effectively we operate our business and assists investors in comparing our operating performance with that of other media companies.
Same station revenue and same station operating expenses exclude revenue or operating expenses, as applicable, from all divestitures and other operations that were exited in the prior 12 months. These measures provide investors with a clearer view of core business performance by eliminating the impact of portfolio changes and enabling more meaningful year-over-year comparisons. By isolating the performance of continuing operations, same station results offer greater transparency into underlying trends, operational execution, and the effectiveness of strategic initiative.
New business revenue is defined as revenue from an advertiser that has not advertised in the prior 13 months before the start of the current quarter.
Note Regarding Forward-Looking Statements
Statements in this release that are “forward-looking statements” are based upon current expectations and assumptions and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “looking ahead,” “intends,” “believes,” “expects,” “seek,” “will,” “should” or variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Key risks are described in the Company’s reports filed with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including:
Beasley Broadcast Group, 8/12/2026 |
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page 4 |
Our actual performance and results could differ materially because of these factors and other factors discussed in our SEC filings, including but not limited to our annual reports on Form 10-K or quarterly reports on Form 10-Q, copies of which can be obtained from the SEC at www.sec.gov, or our website at www.bbgi.com. All information in this release is as of August 12, 2026, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations, except as required by law.
Beasley Broadcast Group, 8/12/2026 |
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page 5 |
BEASLEY BROADCAST GROUP, INC.
Condensed Consolidated Statements of Net Income (Loss) - Unaudited
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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2025 |
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2026 |
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2025 |
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2026 |
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Net revenue |
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$ |
52,999,711 |
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$ |
44,125,702 |
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$ |
101,912,176 |
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$ |
86,714,437 |
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Operating expenses: |
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Operating expenses (including stock-based compensation and excluding depreciation and amortization shown separately below) |
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44,750,198 |
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38,808,170 |
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89,991,459 |
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80,978,801 |
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Corporate expenses (including stock-based compensation) |
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3,769,243 |
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2,360,974 |
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7,788,705 |
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5,888,544 |
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Depreciation and amortization |
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1,589,014 |
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1,624,983 |
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3,241,345 |
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3,282,274 |
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Gain on dispositions |
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— |
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|
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— |
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|
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(1,698,228 |
) |
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(12,461,477 |
) |
Total operating expenses |
|
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50,108,455 |
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|
|
42,794,127 |
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|
|
99,323,281 |
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77,688,142 |
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Operating income |
|
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2,891,256 |
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|
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1,331,575 |
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2,588,895 |
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9,026,295 |
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Non-operating income (expense): |
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Interest expense |
|
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(3,294,772 |
) |
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(1,487,741 |
) |
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(6,675,414 |
) |
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|
(4,751,138 |
) |
Gain on debt restructure |
|
|
— |
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|
|
91,785,121 |
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|
|
— |
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|
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91,785,121 |
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Gain on repurchase of long-term debt |
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525,000 |
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|
|
— |
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|
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525,000 |
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|
|
— |
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Other income (expense), net |
|
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75,887 |
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|
78,729 |
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|
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(524,856 |
) |
|
|
161,645 |
|
Income (loss) before income taxes |
|
|
197,371 |
|
|
|
91,707,684 |
|
|
|
(4,086,375 |
) |
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|
96,221,923 |
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Income tax expense (benefit) |
|
|
283,990 |
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|
|
7,299,839 |
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|
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(1,283,737 |
) |
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|
8,628,207 |
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Income (loss) before equity in earnings of unconsolidated affiliates |
|
|
(86,619 |
) |
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84,407,845 |
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|
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(2,802,638 |
) |
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87,593,716 |
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Equity in earnings of unconsolidated affiliates, net of tax |
|
|
(67,556 |
) |
|
|
(114,415 |
) |
|
|
(41,358 |
) |
|
|
(85,496 |
) |
Net income (loss) |
|
$ |
(154,175 |
) |
|
$ |
84,293,430 |
|
|
$ |
(2,843,996 |
) |
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$ |
87,508,220 |
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Basic net income (loss) per Class A and Class B common share |
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$ |
(0.09 |
) |
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$ |
46.47 |
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$ |
(1.59 |
) |
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$ |
48.34 |
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Diluted net income (loss) per Class A and Class B common share |
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$ |
(0.09 |
) |
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$ |
45.95 |
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$ |
(1.59 |
) |
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$ |
48.01 |
|
Basic weighted-average common shares outstanding |
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1,794,754 |
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1,814,006 |
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1,793,399 |
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1,810,145 |
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Diluted weighted-average common shares outstanding |
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1,794,754 |
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1,834,274 |
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1,793,399 |
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1,822,735 |
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Selected Balance Sheet Data - Unaudited
(in thousands)
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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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Cash and cash equivalents |
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$ |
9,937 |
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$ |
6,698 |
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Working capital |
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230 |
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9,130 |
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Total assets |
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299,288 |
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279,597 |
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Long-term debt, net of unamortized debt issuance costs |
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235,287 |
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144,818 |
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Stockholders' equity (deficit) |
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$ |
(48,365 |
) |
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$ |
38,827 |
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Selected Statement of Cash Flows Data – Unaudited
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Six months ended |
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June 30, |
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2025 |
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2026 |
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Net cash used in operating activities |
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$ |
(419,923 |
) |
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$ |
(15,246,712 |
) |
Net cash provided by investing activities |
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1,373,169 |
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17,865,256 |
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Net cash used in financing activities |
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(1,002,042 |
) |
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(5,857,736 |
) |
Net decrease in cash and cash equivalents |
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$ |
(48,796 |
) |
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$ |
(3,239,192 |
) |
Beasley Broadcast Group, 8/12/2026 |
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page 6 |
Reconciliation of Net Income (Loss) to Adjusted EBITDA – Unaudited
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Three months ended |
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Six months ended |
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June 30, |
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June 30, |
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2025 |
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2026 |
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2025 |
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2026 |
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||||
Net income (loss) |
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$ |
(154,175 |
) |
|
$ |
84,293,430 |
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|
$ |
(2,843,996 |
) |
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$ |
87,508,220 |
|
Interest expense |
|
|
3,294,772 |
|
|
|
1,487,741 |
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|
|
6,675,414 |
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|
|
4,751,138 |
|
Income tax expense (benefit) |
|
|
283,990 |
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|
|
7,299,839 |
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|
|
(1,283,737 |
) |
|
|
8,628,207 |
|
Depreciation and amortization |
|
|
1,589,014 |
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|
|
1,624,983 |
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|
|
3,241,345 |
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|
|
3,282,274 |
|
EBITDA |
|
|
5,013,601 |
|
|
|
94,705,993 |
|
|
|
5,789,026 |
|
|
|
104,169,839 |
|
Severance expenses |
|
|
149,643 |
|
|
|
1,904,893 |
|
|
|
1,039,113 |
|
|
|
2,063,563 |
|
Non-recurring expenses |
|
|
— |
|
|
|
367,275 |
|
|
|
494,961 |
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|
|
2,891,873 |
|
Stock-based compensation expenses |
|
|
76,609 |
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|
|
53,319 |
|
|
|
175,228 |
|
|
|
104,107 |
|
Gain on dispositions |
|
|
— |
|
|
|
— |
|
|
|
(1,698,228 |
) |
|
|
(12,461,477 |
) |
Gain on debt restructure |
|
|
— |
|
|
|
(91,785,121 |
) |
|
|
— |
|
|
|
(91,785,121 |
) |
Gain on repurchase of long-term debt |
|
|
(525,000 |
) |
|
|
— |
|
|
|
(525,000 |
) |
|
|
— |
|
Other (income) expense, net |
|
|
(75,887 |
) |
|
|
(78,729 |
) |
|
|
524,856 |
|
|
|
(161,645 |
) |
Equity in earnings of unconsolidated affiliates, net of tax |
|
|
67,556 |
|
|
|
114,415 |
|
|
|
41,358 |
|
|
|
85,496 |
|
Adjusted EBITDA |
|
$ |
4,706,522 |
|
|
$ |
5,282,045 |
|
|
$ |
5,841,314 |
|
|
$ |
4,906,635 |
|
Calculation of Same Station Net Revenue and Operating Expenses – Unaudited
|
|
Three months ended |
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|
Six months ended |
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June 30, |
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June 30, |
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|
2025 |
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|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Net revenue |
|
$ |
52,999,711 |
|
|
$ |
44,125,702 |
|
|
$ |
101,912,176 |
|
|
$ |
86,714,437 |
|
Fort Myers |
|
|
(1,964,133 |
) |
|
|
808 |
|
|
|
(3,853,572 |
) |
|
|
(299,007 |
) |
Tampa (WPBB-FM) |
|
|
(357,369 |
) |
|
|
— |
|
|
|
(646,215 |
) |
|
|
— |
|
Digital Direct |
|
|
(1,890,898 |
) |
|
|
— |
|
|
|
(3,597,531 |
) |
|
|
— |
|
Same station net revenue |
|
$ |
48,787,311 |
|
|
$ |
44,126,510 |
|
|
$ |
93,814,858 |
|
|
$ |
86,415,430 |
|
|
|
Three months ended |
|
|
Six months ended |
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||||||||||
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June 30, |
|
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June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Operating expenses |
|
$ |
44,750,198 |
|
|
$ |
38,808,170 |
|
|
$ |
89,991,459 |
|
|
$ |
80,978,801 |
|
Fort Myers |
|
|
(1,573,346 |
) |
|
|
(43,110 |
) |
|
|
(3,250,632 |
) |
|
|
(1,280,533 |
) |
Tampa (WPBB-FM) |
|
|
(256,629 |
) |
|
|
— |
|
|
|
(498,868 |
) |
|
|
— |
|
Digital Direct |
|
|
(2,044,752 |
) |
|
|
— |
|
|
|
(4,014,535 |
) |
|
|
— |
|
Same station operating expenses |
|
$ |
40,875,471 |
|
|
$ |
38,765,060 |
|
|
$ |
82,227,424 |
|
|
$ |
79,698,268 |
|
Calculation of Same Station Audio Net Revenue and Audio Operating Expenses – Unaudited
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Audio net revenue |
|
$ |
39,818,870 |
|
|
$ |
32,470,043 |
|
|
$ |
77,972,240 |
|
|
$ |
64,354,495 |
|
Fort Myers |
|
|
(1,561,217 |
) |
|
|
808 |
|
|
|
(3,067,205 |
) |
|
|
(225,659 |
) |
Tampa (WPBB-FM) |
|
|
(357,369 |
) |
|
|
— |
|
|
|
(646,215 |
) |
|
|
— |
|
Same station audio net revenue |
|
$ |
37,900,284 |
|
|
$ |
32,470,851 |
|
|
$ |
74,258,820 |
|
|
$ |
64,128,836 |
|
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Audio operating expenses |
|
$ |
35,095,319 |
|
|
$ |
28,950,275 |
|
|
$ |
71,490,295 |
|
|
$ |
9,857,895 |
|
Fort Myers |
|
|
(1,293,770 |
) |
|
|
(36,567 |
) |
|
|
(2,762,771 |
) |
|
|
(1,044,102 |
) |
Tampa (WPBB-FM) |
|
|
(256,629 |
) |
|
|
— |
|
|
|
(498,868 |
) |
|
|
— |
|
Same station audio operating expenses |
|
$ |
33,544,920 |
|
|
$ |
28,913,708 |
|
|
$ |
68,228,656 |
|
|
$ |
8,813,793 |
|
Calculation of Same Station Digital Net Revenue and Digital Operating Expenses – Unaudited
Beasley Broadcast Group, 8/12/2026 |
|
page 7 |
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Digital net revenue |
|
$ |
13,180,481 |
|
|
$ |
11,655,659 |
|
|
$ |
23,939,936 |
|
|
$ |
22,359,942 |
|
Fort Myers |
|
|
(402,916 |
) |
|
|
— |
|
|
|
(786,367 |
) |
|
|
(73,348 |
) |
Digital Direct |
|
|
(1,890,898 |
) |
|
|
— |
|
|
|
(3,597,531 |
) |
|
|
— |
|
Same station digital net revenue |
|
$ |
10,886,667 |
|
|
$ |
11,655,659 |
|
|
$ |
19,556,038 |
|
|
$ |
22,286,594 |
|
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
||||
Digital operating expenses |
|
$ |
9,654,879 |
|
|
$ |
9,857,895 |
|
|
$ |
18,501,164 |
|
|
$ |
18,901,609 |
|
Fort Myers |
|
|
(279,576 |
) |
|
|
(6,543 |
) |
|
|
(487,861 |
) |
|
|
(236,431 |
) |
Digital Direct |
|
|
(2,044,752 |
) |
|
|
— |
|
|
|
(4,014,535 |
) |
|
|
— |
|
Same station digital operating expenses |
|
$ |
7,330,551 |
|
|
$ |
9,851,352 |
|
|
$ |
13,998,768 |
|
|
$ |
18,665,178 |
|