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BEASLEY BROADCAST GROUP INC

BBGI
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Business Summary

Beasley Broadcast Group, Inc. 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 stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. The radio broadcasting industry is highly competitive, and the Company's stations compete for listeners and advertising revenue with other stations within their respective markets, as well as with other media including digital audio streaming, satellite radio, broadcast television, digital, satellite and cable television, video streaming services, newspapers and magazines, outdoor advertising, direct mail, wireless media alternatives, cellular phones and other forms of audio entertainment and advertisement. Competition for advertising revenues also comes directly from competitors such as Amazon, Apple, Meta and Alphabet.

The Company seeks to secure and maintain a leadership position in the markets it serves by developing high quality local content, through its audio and digital platforms, including events and experiences in the communities it serves. The Company operates its stations in clusters to capture a variety of demographic listener groups, which it believes enhances its stations' appeal to a wide range of advertisers. Current rules and regulations of the FCC do not permit the Company to add more AM or FM stations to its Philadelphia, PA market cluster, or more FM stations to its Augusta, GA, Boston, MA, Charlotte, NC, Fayetteville, NC, and Las Vegas, NV market clusters. The stations located in Boston, MA, Detroit, MI and Philadelphia, PA contributed 58% of the Company's net revenue in 2025 .

The primary source of revenue for the Company's stations is the sale of advertising time to local, regional and national advertisers and national network advertisers who purchase commercials in varying lengths. A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and participation, and integrated digital advertising solutions. A station's local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local advertising agencies and businesses. The Company retains a national representation firm to sell to advertisers outside of its local markets. The Company currently operates two operating and reportable segments: Audio and Digital.

The Audio segment generated net revenue of $156,467,315 for the year ended December 31, 2025, compared to $193,561,279 for the year ended December 31, 2024. Audio operating expenses were $148,954,220 for the year ended December 31, 2025, compared to $160,575,045 for the year ended December 31, 2024. The Digital segment generated net revenue of $49,472,312 for the year ended December 31, 2025, compared to $46,730,332 for the year ended December 31, 2024. Digital operating expenses were $37,661,036 for the year ended December 31, 2025, compared to $41,193,712 for the year ended December 31, 2024.

On September 29, 2025, the Company completed the sale of substantially all of the assets used in the operations of WPBB-FM in Tampa, FL to a third party for $8.0 million in cash, recording a gain on disposition of $0.4 million during the third quarter of 2025. On August 11, 2025, the Company entered into agreements to sell substantially all of the assets used in the operations of WRXK-FM and WXKB-FM in Fort Myers, FL to a third party for $9.0 million in cash and substantially all of the assets used in the operations of WBCN-AM, WJPT-FM and WWCN-FM in Fort Myers, FL to another third party for $9.0 million in cash. On June 25, 2025, stockholders approved the adoption of the 2025 Equity Incentive Award Plan, under which the Company may issue up to 300,000 shares of Class A common stock. In the second quarter of 2025, the Company repurchased $1.5 million principal amount of the Prior Notes for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase. On January 27, 2025, the Company completed a sale of land in Belmar, NJ to a third party for $2.8 million in cash, recording a gain on disposition of $1.7 million during the first quarter of 2025.

Net revenue for the year ended December 31, 2025 was $205,939,627 , a decrease of $34,351,984 or -14.3% compared to $240,291,611 for the year ended December 31, 2024. Net loss for the year ended December 31, 2025 was $196,549,741 compared to a net loss of $5,887,258 for the year ended December 31, 2024. The net loss in 2025 was significantly impacted by FCC licenses impairment losses of $224,815,149 recorded during the year. Operating expenses decreased $15,153,501 or -7.5% to $186,615,256 for the year ended December 31, 2025. Corporate expenses decreased $2,908,409 or -16.8% to $14,364,287 for the year ended December 31, 2025. Interest expense decreased $7,999,227 or -37.7% to $13,233,800 for the year ended December 31, 2025.

Business Outlook

The Company's primary growth vector is its Digital segment, which increased revenue by $2,741,980 or 5.9% during the year ended December 31, 2025 compared to the prior year, primarily due to continued growth in the digital segment. The Company continues to invest in digital support services to develop and promote its station websites, applications, and other distribution platforms, deriving revenue from the sale of advertiser promotions and advertising on its websites, the sale of advertising airtime during audio streaming, and the sale of third-party digital products and services. The Company also holds an investment in Quu, Inc., a company that provides access to an application for digital revenue, with payments to Quu of $0.5 million for the year ended December 31, 2025.

The Company's margin and cost outlook is focused on expense management. Audio operating expenses decreased $11,620,825 or -7.2% during the year ended December 31, 2025 compared to the prior year, primarily due to continued expense management in the audio segment. Digital operating expenses decreased $3,532,676 or -8.6% during the year ended December 31, 2025 compared to the prior year, primarily due to continued expense management in the digital segment. Corporate expenses decreased $2,908,409 or -16.8% during the year ended December 31, 2025 compared to the prior year, primarily due to a decrease in compensation and contract expenses. The Company recorded other operating expenses of $3,487,147 in 2025, consisting primarily of increased royalties of $1.5 million to be paid under a settlement agreement between ASCAP and the RMLC for the period from 2022 to 2024 and increased royalties of $1.4 million to be paid under a settlement agreement between BMI and the RMLC for the period from 2022 to 2024.

Capital expenditures were $4,835,724 for the year ended December 31, 2025, compared to $3,013,668 for the year ended December 31, 2024. The Company's capital expenditures have generally been, and are expected to continue to be, related to the maintenance of its office and studio space, the maintenance of its towers and equipment, and digital products and information technology. The Company's 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. The Company paid approximately $30,000 to repurchase 5,561 shares of Class A Common Stock to fund withholding taxes during the year ended December 31, 2025.

The Company faces significant structural headwinds, including a history of net losses and negative operating cash flows, and expects to continue to incur additional losses in the near future. The Company has defaulted on its Existing Second Lien Notes. The Company's liquidity may be insufficient to meet its obligations for at least one year from the date of issuance of the financial statements, and management has concluded there is substantial doubt about the Company's ability to continue as a going concern. The Company's ability to generate cash for, make payments on or refinance its indebtedness as it becomes due depends on many factors, some of which are beyond its control. As of December 31, 2025, the Company had long-term debt, net of an unamortized premium, of $218.6 million and stockholders' deficit of $176.4 million . In February 2026, the Company failed to make a scheduled interest payment on its long-term debt.

The Company is subject to extensive regulation by the FCC under the Communications Act, and its business depends upon maintaining its broadcast licenses, which are issued for a term of eight years and are renewable. The next renewal cycle begins in June 2027. The Company must comply with extensive FCC regulations and policies regarding the ownership and operation of its stations, which limit the number of radio stations that a licensee can own in a market and could restrict the Company's ability to consummate future transactions. The radio broadcasting industry is subject to rapid technological change, evolving industry standards, and the emergence of alternate media platforms, including home and personal digital audio devices, satellite delivered digital audio radio services, internet-based audio music services, and vehicles equipped with dashboards that provide internet connectivity, which could change the means by which advertisers can reach target audiences.

Risk Factors

The Company faces substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of the financial statements, driven by a history of net losses and negative operating cash flows, and a default on its Existing Second Lien Notes. As of December 31, 2025, the Company had long-term debt, net of an unamortized premium, of $218.6 million and a stockholders' deficit of $176.4 million . In February 2026, the Company failed to make a scheduled interest payment on its long-term debt. The Company's FCC licenses, which represented 52% of total assets as of December 31, 2025, are subject to annual impairment testing, and the Company recorded impairment losses of $224.8 million in 2025 due to decreased projected revenues, lower operating cash flow margins, and an increased discount rate. The Company is highly dependent on its stations in Boston, MA, Detroit, MI, and Philadelphia, PA, which collectively contributed 58% of net revenue in 2025, exposing it to adverse events in those markets. The Company is subject to extensive FCC regulation, and the non-renewal or renewal with substantial conditions of its broadcast licenses, which are issued for renewable terms of eight years, could have a material adverse effect on its business.

Management Priorities

Management's message in the filing is heavily focused on the Company's substantial doubt as a going concern and the strategic plan to address its liquidity challenges through the Refinancing Transactions. Management emphasizes that the successful completion of the Refinancing Transactions contemplated by the Transaction Support Agreement, including the Exchange Offer and Tender Offer, would significantly improve the Company's liquidity position and capital structure. Management notes that as of the date of the filing, approximately 97% of the aggregate principal amount of the Existing Second Lien Notes have validly tendered in the Exchange Offer and provided consents to the proposed amendments to the Existing Second Lien Notes Indenture. The strategic priorities emphasized are: (1) completing the Refinancing Transactions to reduce outstanding indebtedness and improve liquidity, (2) continuing expense management across both the Audio and Digital segments, and (3) pursuing a strategy to realize improved operations, including anticipated improvements from the Refinancing Transactions and related cost reductions.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 7, MD&A — Results of Operations; Item 1, Business
  2. [2] Item 7, MD&A — Results of Operations - Segments
  3. [3] Item 7, MD&A — Results of Operations - Segments
  4. [4] Item 7, MD&A — Results of Operations - Segments
  5. [5] Item 7, MD&A — Results of Operations - Segments
  6. [6] Item 7, MD&A — Results of Operations - Segments
  7. [7] Item 7, MD&A — Results of Operations - Segments
  8. [8] Item 7, MD&A — Results of Operations - Segments
  9. [9] Item 7, MD&A — Results of Operations - Segments
  10. [10] Item 7, MD&A — Recent Developments; Item 8, Note 3 — Dispositions
  11. [11] Item 7, MD&A — Recent Developments; Item 8, Note 3 — Dispositions
  12. [12] Item 7, MD&A — Recent Developments; Item 8, Note 3 — Dispositions
  13. [13] Item 7, MD&A — Recent Developments; Item 8, Note 3 — Dispositions
  14. [14] Item 7, MD&A — Recent Developments; Item 8, Note 2 — Summary of Significant Accounting Policies
  15. [15] Item 7, MD&A — Results of Operations; Item 8, Note 9 — Long-Term Debt
  16. [16] Item 7, MD&A — Results of Operations; Item 8, Note 9 — Long-Term Debt
  17. [17] Item 7, MD&A — Results of Operations; Item 8, Note 9 — Long-Term Debt
  18. [18] Item 8, Note 4 — Property and Equipment
  19. [19] Item 8, Note 4 — Property and Equipment
  20. [20] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Consolidated Statements of Comprehensive Loss
  21. [21] Item 7, MD&A — Results of Operations - Consolidated
  22. [22] Item 7, MD&A — Results of Operations - Consolidated
  23. [23] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Consolidated Statements of Comprehensive Loss
  24. [24] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Consolidated Statements of Comprehensive Loss
  25. [25] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Consolidated Statements of Comprehensive Loss
  26. [26] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Note 5 — FCC Licenses
  27. [27] Item 7, MD&A — Results of Operations - Consolidated
  28. [28] Item 7, MD&A — Results of Operations - Consolidated
  29. [29] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Consolidated Statements of Comprehensive Loss
  30. [30] Item 7, MD&A — Results of Operations - Consolidated
  31. [31] Item 7, MD&A — Results of Operations - Consolidated
  32. [32] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Consolidated Statements of Comprehensive Loss
  33. [33] Item 7, MD&A — Results of Operations - Consolidated
  34. [34] Item 7, MD&A — Results of Operations - Consolidated
  35. [35] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Consolidated Statements of Comprehensive Loss
  36. [36] Item 7, MD&A — Results of Operations - Segments
  37. [37] Item 7, MD&A — Results of Operations - Segments
  38. [38] Item 7, MD&A — Related Party Transactions
  39. [39] Item 7, MD&A — Results of Operations - Segments
  40. [40] Item 7, MD&A — Results of Operations - Segments
  41. [41] Item 7, MD&A — Results of Operations - Segments
  42. [42] Item 7, MD&A — Results of Operations - Segments
  43. [43] Item 7, MD&A — Results of Operations - Consolidated
  44. [44] Item 7, MD&A — Results of Operations - Consolidated
  45. [45] Item 7, MD&A — Results of Operations - Consolidated; Item 8, Consolidated Statements of Comprehensive Loss
  46. [46] Item 7, MD&A — Results of Operations - Consolidated
  47. [47] Item 7, MD&A — Results of Operations - Consolidated
  48. [48] Item 7, MD&A — Liquidity and Capital Resources; Item 8, Consolidated Statements of Cash Flows
  49. [49] Item 7, MD&A — Liquidity and Capital Resources; Item 8, Consolidated Statements of Cash Flows
  50. [50] Item 7, MD&A — Liquidity and Capital Resources
  51. [51] Item 7, MD&A — Liquidity and Capital Resources
  52. [52] Item 1A, Risk Factors
  53. [53] Item 1A, Risk Factors
  54. [54] Item 1A, Risk Factors
  55. [55] Item 1A, Risk Factors
  56. [56] Item 7, MD&A — Critical Accounting Estimates; Item 8, Note 5 — FCC Licenses
  57. [57] Item 7, MD&A — Critical Accounting Estimates; Item 8, Note 5 — FCC Licenses
  58. [58] Item 1A, Risk Factors; Item 8, Note 2 — Summary of Significant Accounting Policies
  59. [59] Item 7, MD&A — Going Concern Considerations; Item 8, Note 2 — Summary of Significant Accounting Policies
  60. [60] Item 8, Consolidated Statements of Comprehensive Loss
  61. [61] Item 8, Consolidated Statements of Comprehensive Loss
  62. [62] Item 8, Consolidated Statements of Comprehensive Loss
  63. [63] Item 8, Consolidated Statements of Comprehensive Loss
  64. [64] Item 8, Consolidated Statements of Comprehensive Loss
  65. [65] Item 8, Consolidated Statements of Comprehensive Loss
  66. [66] Item 8, Consolidated Statements of Comprehensive Loss
  67. [67] Item 8, Consolidated Statements of Comprehensive Loss
  68. [68] Item 8, Consolidated Statements of Comprehensive Loss; Item 8, Note 5 — FCC Licenses
  69. [69] Item 8, Consolidated Statements of Comprehensive Loss
  70. [70] Item 8, Consolidated Statements of Comprehensive Loss
  71. [71] Item 8, Consolidated Statements of Comprehensive Loss
  72. [72] Item 8, Consolidated Statements of Comprehensive Loss
  73. [73] Item 8, Consolidated Statements of Comprehensive Loss
  74. [74] Item 8, Consolidated Balance Sheets
  75. [75] Item 8, Consolidated Balance Sheets
  76. [76] Item 8, Consolidated Balance Sheets; Item 8, Note 9 — Long-Term Debt
  77. [77] Item 8, Consolidated Balance Sheets; Item 8, Note 9 — Long-Term Debt
  78. [78] Item 7, MD&A — Results of Operations - Segments
  79. [79] Item 7, MD&A — Results of Operations - Segments

Analysis on 6/21/2026