[PART I FINANCIAL INFORMATION](index=2&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements.) Presents unaudited condensed consolidated financial statements, including balance sheets, net loss, cash flows, and detailed notes on accounting, dispositions, debt, and segments [Condensed Consolidated Balance Sheets (Unaudited)](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS%20(UNAUDITED)) | Metric | December 31, 2024 | June 30, 2025 | Change ($) | Change (%) | | :-------------------------------- | :------------------ | :-------------- | :--------- | :--------- | | Total assets | $549,206,825 | $548,037,975 | $(1,168,850) | -0.21% | | Total liabilities | $401,987,118 | $403,514,078 | $1,526,960 | 0.38% | | Total stockholders' equity | $147,219,707 | $144,523,897 | $(2,695,810) | -1.83% | | Cash and cash equivalents | $13,772,720 | $13,723,924 | $(48,796) | -0.35% | | Assets held for sale | — | $7,316,486 | $7,316,486 | N/A | - The company **reclassified $7,185,620 in FCC licenses to assets held for sale** as of June 30, 2025, related to the agreement to sell WPBB-FM in Tampa, FL[19](index=19&type=chunk)[20](index=20&type=chunk) [Condensed Consolidated Statements of Net Loss (Unaudited) - Three Months Ended June 30](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20NET%20LOSS%20(UNAUDITED)%20-%20Three%20Months) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2025 | Change ($) | Change (%) | | :----------------------------------- | :------------------------------- | :------------------------------- | :--------- | :--------- | | Net revenue | $60,435,657 | $52,999,711 | $(7,435,946) | -12.3% | | Operating expenses | $49,347,793 | $44,750,198 | $(4,597,595) | -9.3% | | Operating income | $5,375,199 | $2,891,256 | $(2,483,943) | -46.2% | | Interest expense | $(6,092,829) | $(3,294,772) | $2,798,057 | -45.9% | | Net loss | $(276,021) | $(154,175) | $121,846 | -44.1% | | Basic and diluted net loss per share | $(0.18) | $(0.09) | $0.09 | -50.0% | - **Net loss decreased by 44.1%** for the three months ended June 30, 2025, primarily due to a significant **reduction in interest expense** and a **gain on repurchase of long-term debt**, despite a decrease in net revenue and operating income[13](index=13&type=chunk)[66](index=66&type=chunk)[71](index=71&type=chunk) [Condensed Consolidated Statements of Net Loss (Unaudited) - Six Months Ended June 30](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20NET%20LOSS%20(UNAUDITED)%20-%20Six%20Months) | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Change ($) | Change (%) | | :----------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | Net revenue | $114,816,003 | $101,912,176 | $(12,903,827) | -11.2% | | Operating expenses | $98,588,791 | $89,991,459 | $(8,597,332) | -8.7% | | Operating income | $4,272,113 | $890,667 | $(3,381,446) | -79.1% | | Interest expense | $(11,680,137) | $(6,675,414) | $5,004,723 | -42.8% | | Gain on sale of investment | $6,026,776 | — | $(6,026,776) | -100.0% | | Net loss | $(268,051) | $(2,843,996) | $(2,575,945) | 961.0% | | Basic and diluted net loss per share | $(0.18) | $(1.59) | $(1.41) | 783.3% | - **Net loss significantly increased by 961.0%** for the six months ended June 30, 2025, primarily due to the **absence of a $6.0 million gain on sale of investment** recognized in the prior year, despite reductions in net revenue and operating expenses[14](index=14&type=chunk)[73](index=73&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS%20(UNAUDITED)) | Metric | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Change ($) | | :------------------------------------ | :----------------------------- | :----------------------------- | :--------- | | Net cash provided by (used in) operating activities | $2,555,826 | $(419,923) | $(2,975,749) | | Net cash provided by investing activities | $4,041,925 | $1,373,169 | $(2,668,756) | | Net cash used in financing activities | $(37,485) | $(1,002,042) | $(964,557) | | Net increase (decrease) in cash and cash equivalents | $6,560,266 | $(48,796) | $(6,609,062) | - The company **shifted from net cash provided by operating activities ($2.6 million) in 2024 to net cash used in operating activities ($0.4 million) in 2025**, primarily due to decreased cash receipts from revenue, partially offset by lower operating expenses and interest payments[15](index=15&type=chunk)[93](index=93&type=chunk) - **Net cash provided by investing activities decreased significantly**, mainly due to the **absence of $6.0 million from the sale of an investment** in 2024, partially offset by **proceeds from property and equipment dispositions** in 2025[15](index=15&type=chunk)[94](index=94&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements.) [(1) Interim Financial Statements](index=7&type=section&id=%281%29%20Interim%20Financial%20Statements) - The unaudited condensed consolidated financial statements are **prepared in accordance with U.S. GAAP for interim financial information and Form 10-Q instructions**, reflecting all necessary normal and recurring adjustments. Results are **subject to seasonal fluctuations and may not indicate full-year performance**[16](index=16&type=chunk) [(2) Recent Accounting Pronouncements](index=7&type=section&id=%282%29%20Recent%20Accounting%20Pronouncements) - **New FASB guidance in November 2024 requires disclosure of specific cost and expense information** (inventory purchases, employee compensation, depreciation, amortization) effective for annual periods after December 15, 2026, and interim periods after December 15, 2027[17](index=17&type=chunk) - **FASB guidance from December 2023 mandates additional disclosures for income tax rate reconciliation and income taxes paid**, effective for fiscal years beginning after December 15, 2024[18](index=18&type=chunk) [(3) Disposition](index=7&type=section&id=%283%29%20Disposition) - On June 27, 2025, the Company **agreed to sell WPBB-FM assets in Tampa, FL for $8.0 million cash, pending FCC approval, expected to close in Q3 or Q4 2025**[19](index=19&type=chunk)[48](index=48&type=chunk) | Assets Held for Sale (June 30, 2025) | Amount | | :--------------------------- | :------- | | Property and equipment, net | $130,866 | | FCC license | $7,185,620 | | **Total** | **$7,316,486** | [(4) FCC Licenses](index=7&type=section&id=%284%29%20FCC%20Licenses) | FCC Licenses | Amount | | :-------------------------------- | :------------- | | Balance as of December 31, 2024 | $392,259,831 | | Assets held for sale reclassification | $(7,185,620) | | Balance as of June 30, 2025 | $385,074,211 | [(5) Proceeds from BMI Sale](index=8&type=section&id=%285%29%20Proceeds%20from%20BMI%20Sale) - On March 8, 2024, the Company **received $6.0 million from the sale of its investment in Broadcast Music, Inc. (BMI), recording a $6.0 million gain** and no longer holding an investment in BMI[21](index=21&type=chunk)[78](index=78&type=chunk) [(6) Long-Term Debt](index=8&type=section&id=%286%29%20Long-Term%20Debt) | Long-Term Debt Component | December 31, 2024 | June 30, 2025 | | :----------------------------------- | :------------------ | :-------------- | | Current portion of 8.625% secured notes | — | $2,795,000 | | 8.625% secured notes due Feb 1, 2026 | $4,295,000 | — | | 11.000% senior secured first lien notes due Aug 1, 2028 | $30,899,000 | $30,899,000 | | 9.200% senior secured second lien notes due Aug 1, 2028 | $184,922,000 | $184,922,000 | | Unamortized premium | $27,001,717 | $23,234,035 | | **Total Long-Term Debt** | **$247,117,717** | **$239,055,035** | - In October 2024, the Company **completed a debt restructuring, exchanging $194.7 million of Prior Notes for new 9.200% Senior Secured Second Lien Notes and 11.000% Senior Secured First Lien Notes, and purchasing $68.0 million of Prior Notes**[23](index=23&type=chunk)[83](index=83&type=chunk) - In Q2 2025, the Company **repurchased $1.5 million principal amount of Prior Notes for 65% of face value, resulting in a $0.5 million gain**[27](index=27&type=chunk)[70](index=70&type=chunk)[78](index=78&type=chunk)[87](index=87&type=chunk) [(7) Stockholders' Equity](index=10&type=section&id=%287%29%20Stockholders%27%20Equity) | Stockholders' Equity Changes | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | | :--------------------------- | :----------------------------- | :----------------------------- | | Beginning balance | $148,978,635 | $147,219,707 | | Stock-based compensation | $415,052 | $175,228 | | Purchase of treasury stock | $(37,485) | $(27,042) | | Net loss | $(268,051) | $(2,843,996) | | Ending balance | $149,088,151 | $144,523,897 | [(8) Net Revenue](index=10&type=section&id=%288%29%20Net%20Revenue) | Revenue Segment | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | | :-------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Audio | $47,430,080 | $39,818,870 | $90,858,207 | $77,972,240 | | Digital | $13,005,577 | $13,180,841 | $23,957,796 | $23,939,936 | | **Total Net Revenue** | **$60,435,657** | **$52,999,711** | **$114,816,003** | **$101,912,176** | - **Audio revenue decreased by 16.0% for the three months and 14.2% for the six months ended June 30, 2025, primarily due to a decrease in agency revenue**. **Digital revenue remained comparable across both periods**[29](index=29&type=chunk)[67](index=67&type=chunk)[74](index=74&type=chunk) - **Revenue is recognized when performance obligations are satisfied**, typically when commercial spots air or digital items are used for advertising content. **Deferred revenue as of June 30, 2025, was $3,989,621**[29](index=29&type=chunk)[32](index=32&type=chunk) [(9) Stock-Based Compensation](index=12&type=section&id=%289%29%20Stock-Based%20Compensation) - **Stockholders approved the 2025 Equity Incentive Award Plan on June 25, 2025, allowing for the issuance of up to 300,000 Class A common shares in equity-based awards, replacing the 2007 Plan**[33](index=33&type=chunk)[47](index=47&type=chunk) | Restricted Stock Unit Activity (2007 Plan) | Units | Weighted Average Grant-Date Fair Value | | :----------------------------------- | :---- | :----------------------------------- | | Unvested as of April 1, 2025 | 78,126 | $13.55 | | Vested | (14,650) | $20.61 | | Forfeited | (3,050) | $10.50 | | Unvested as of June 30, 2025 | 60,426 | $11.99 | - **As of June 30, 2025, there was $0.7 million in unrecognized compensation cost for restricted stock units under the 2007 Plan, expected to be recognized over a weighted-average period of 2.2 years**[35](index=35&type=chunk) [(10) Income Taxes](index=12&type=section&id=%2810%29%20Income%20Taxes) | Period | Effective Tax Rate 2024 | Effective Tax Rate 2025 | | :-------------------------- | :---------------------- | :---------------------- | | Three months ended June 30 | 21% | 144% | | Six months ended June 30 | 64% | 31% | - The **effective tax rates differ from the federal statutory rate of 21% due to state income taxes and certain non-deductible expenses**[36](index=36&type=chunk)[71](index=71&type=chunk)[79](index=79&type=chunk) [(11) Net Loss Per Share](index=13&type=section&id=%2811%29%20Net%20Loss%20Per%20Share) | Metric | Three Months Ended June 30, 2024 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(276,021) | $(154,175) | $(268,051) | $(2,843,996) | | Weighted-average shares outstanding (Basic & Diluted) | 1,517,710 | 1,794,754 | 1,517,001 | 1,793,399 | | Net loss per Class A and Class B common share – basic and diluted | $(0.18) | $(0.09) | $(0.18) | $(1.59) | - Weighted-average shares outstanding for June 30, 2024, were **retroactively adjusted for a 1-for-20 Reverse Stock Split** on September 23, 2024[37](index=37&type=chunk) - Restrictive stock units were **excluded from diluted EPS calculations as their inclusion would be anti-dilutive** due to the net loss[38](index=38&type=chunk) [(12) Financial Instruments](index=13&type=section&id=%2812%29%20Financial%20Instruments) - The **carrying amount of financial instruments like cash, accounts receivable, and accounts payable approximates fair value** due to their short-term nature[39](index=39&type=chunk) | Financial Instrument | December 31, 2024 (Fair Value) | June 30, 2025 (Fair Value) | | :------------------- | :----------------------------- | :--------------------------- | | Company's Notes | $136.5 million | $104.0 million | - The **estimated fair value of the Company's Notes decreased from $136.5 million at December 31, 2024, to $104.0 million at June 30, 2025, using Level 2 measurements**[40](index=40&type=chunk) [(13) Segment Information](index=13&type=section&id=%2813%29%20Segment%20Information) - The **Company operates two reportable segments: Audio (radio stations in various US markets) and Digital (digital advertising sales)**. **Corporate expenses are not allocated to segments**[41](index=41&type=chunk) | Segment Net Revenue (Three Months Ended June 30) | 2024 | 2025 | Change ($) | Change (%) | | :--------------------------------------- | :--- | :--- | :--------- | :--------- | | Audio | $47,430,080 | $39,818,870 | $(7,611,210) | -16.0% | | Digital | $13,005,577 | $13,180,841 | $175,264 | 1.3% | | **Total** | **$60,435,657** | **$52,999,711** | **$(7,435,946)** | **-12.3%** | | Segment Operating Income (Loss) (Three Months Ended June 30) | 2024 | 2025 | Change ($) | Change (%) | | :----------------------------------------------- | :--- | :--- | :--------- | :--------- | | Audio | $6,366,509 | $3,287,219 | $(3,079,290) | -48.4% | | Digital | $3,074,242 | $3,494,474 | $420,232 | 13.7% | | Corporate | $(4,065,552) | $(3,890,437) | $175,115 | -4.3% | | **Total Operating Income** | **$5,375,199** | **$2,891,256** | **$(2,483,943)** | **-46.2%** | [(14) Subsequent Events](index=17&type=section&id=%2814%29%20Subsequent%20Events) - On August 11, 2025, the Company **agreed to sell WRXK-FM and WXKB-FM in Fort Myers, FL for $9.0 million cash, and WBCN-AM, WJPT-FM, and WWCN-FM in Fort Myers, FL for another $9.0 million cash**[44](index=44&type=chunk)[49](index=49&type=chunk) - These sales, **subject to FCC approval, are expected to close in Q4 2025, after which the Company will cease operations in the Fort Myers-Naples, FL market**[44](index=44&type=chunk)[49](index=49&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses financial condition, operations, recent developments, forward-looking statements, Q2 and H1 2025 performance, liquidity, and debt [General](index=18&type=section&id=General) - **Beasley Broadcast Group, Inc. is a multi-platform media company primarily operating radio stations across various US markets, offering integrated marketing solutions via audio, digital, and event platforms**[46](index=46&type=chunk) [Recent Developments](index=18&type=section&id=Recent%20Developments) - **Stockholders approved the 2025 Equity Incentive Award Plan on June 25, 2025, authorizing up to 300,000 Class A common shares for equity awards, replacing the 2007 Plan**[47](index=47&type=chunk) - The Company **entered agreements to sell WPBB-FM in Tampa, FL for $8.0 million (June 27, 2025) and multiple stations in Fort Myers, FL (WRXK-FM, WXKB-FM, WBCN-AM, WJPT-FM, WWCN-FM) for $18.0 million ($9.0 million each) on August 11, 2025**. These sales are **subject to FCC approval and expected to close in Q3/Q4 2025**[48](index=48&type=chunk)[49](index=49&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=18&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) - The report contains **forward-looking statements subject to known and unknown risks and uncertainties, and actual results may differ materially from expectations**[50](index=50&type=chunk)[51](index=51&type=chunk) - **Key risk factors include compliance with Nasdaq listing standards, external economic conditions, competition, technological changes, FCC regulations, debt levels, and dependence on key market clusters**[52](index=52&type=chunk)[55](index=55&type=chunk) [Financial Statement Presentation](index=20&type=section&id=Financial%20Statement%20Presentation) - **Net revenue is primarily from commercial advertising sales (local and national) and digital advertising, influenced by advertising rates, audience share, market competition, and seasonal fluctuations**[54](index=54&type=chunk)[56](index=56&type=chunk)[57](index=57&type=chunk)[59](index=59&type=chunk) - **Operating expenses consist of programming, engineering, sales, advertising, promotion, and general/administrative costs, managed through centralization and consolidation**[60](index=60&type=chunk) - **Critical accounting estimates, as described in the 2024 Form 10-K, involve significant estimation uncertainty and potential material impact on financial results, with no additional material changes in the current period**[61](index=61&type=chunk)[64](index=64&type=chunk) [Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024](index=23&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20Compared%20to%20the%20Three%20Months%20Ended%20June%2030,%202024) | Metric | 2024 | 2025 | Change ($) | Change (%) | | :-------------------------- | :----------- | :----------- | :--------- | :--------- | | Net revenue | $60,435,657 | $52,999,711 | $(7,435,946) | -12.3% | | Operating expenses | $49,347,793 | $44,750,198 | $(4,597,595) | -9.3% | | Corporate expenses | $3,879,771 | $3,769,243 | $(110,528) | -2.8% | | Interest expense | $6,092,829 | $3,294,772 | $(2,798,057) | -45.9% | | Gain on repurchase of long-term debt | — | $525,000 | $525,000 | N/A | | Income tax expense (benefit) | $(75,986) | $283,990 | $359,976 | -473.7% | | Net loss | $276,021 | $154,175 | $(121,846) | -44.1% | - **Net revenue decreased by $7.4 million (12.3%), primarily due to a $7.6 million decrease in Audio revenue, while Digital revenue remained comparable**[67](index=67&type=chunk) - **Operating expenses decreased by $4.6 million (9.3%), driven by $4.4 million in Audio operating expense reductions due to continued expense management**[68](index=68&type=chunk) - **Interest expense decreased by $2.8 million (45.9%) due to amortization of a deferred interest premium from the October 2024 debt restructure**[69](index=69&type=chunk) [Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024](index=25&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20Compared%20to%20the%20Six%20Months%20Ended%20June%2030,%202024) | Metric | 2024 | 2025 | Change ($) | Change (%) | | :-------------------------- | :------------ | :------------ | :---------- | :--------- | | Net revenue | $114,816,003 | $101,912,176 | $(12,903,827) | -11.2% | | Operating expenses | $98,588,791 | $89,991,459 | $(8,597,332) | -8.7% | | Corporate expenses | $8,287,603 | $7,788,705 | $(498,898) | -6.0% | | Interest expense | $11,680,137 | $6,675,414 | $(5,004,723) | -42.8% | | Gain on repurchase of long-term debt | — | $525,000 | $525,000 | N/A | | Gain on sale of investment | $6,026,776 | — | $(6,026,776) | -100.0% | | Income tax benefit | $486,216 | $1,283,737 | $797,521 | 164.0% | | Net loss | $268,051 | $2,843,996 | $2,575,945 | 961.0% | - **Net revenue decreased by $12.9 million (11.2%), primarily due to a $12.9 million decrease in Audio revenue, with Digital revenue remaining comparable**[74](index=74&type=chunk) - **Operating expenses decreased by $8.6 million (8.7%), driven by expense management in both Audio ($6.4 million decrease) and Digital ($2.2 million decrease, partly due to the closure of Guarantee Digital in 2024)**[75](index=75&type=chunk) - **Net loss increased significantly by $2.6 million (961.0%), largely due to the absence of the $6.0 million gain on sale of investment recognized in 2024**[73](index=73&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) [Overview](index=26&type=section&id=Overview) - **Primary liquidity sources are internally generated cash flow and cash on hand**. The Company **expects to receive $26.0 million from asset sales in H2 2025**[80](index=80&type=chunk) - **Liquidity needs include working capital, debt service, general corporate purposes, and capital expenditures**. The **Board has suspended future quarterly dividend payments**[80](index=80&type=chunk)[81](index=81&type=chunk) [Secured Notes](index=26&type=section&id=Secured%20Notes) - The **Company's debt includes 8.625% senior secured notes due February 1, 2026, 11.000% Senior Secured First Lien notes due August 1, 2028, and 9.200% Senior Secured Second Lien notes due August 1, 2028**[22](index=22&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) - A **debt restructuring in October 2024 involved exchanging $194.7 million of Prior Notes for new notes and Class A Common Stock, and purchasing $68.0 million of Prior Notes**[23](index=23&type=chunk)[83](index=83&type=chunk) - **New indentures for the First and Second Lien Notes contain restrictive covenants limiting the Company's ability to incur additional debt, pay dividends, make investments, sell assets, and other financial activities**[24](index=24&type=chunk)[25](index=25&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) [Off-Balance Sheet Arrangements](index=28&type=section&id=Off-Balance%20Sheet%20Arrangements) - The **Company did not have any off-balance sheet arrangements as of June 30, 2025**[90](index=90&type=chunk) [Cash Flows](index=28&type=section&id=Cash%20Flows) | Cash Flow Activity (Six Months Ended June 30) | 2024 | 2025 | Change ($) | | :------------------------------------ | :----------- | :----------- | :--------- | | Net cash provided by (used in) operating activities | $2,555,826 | $(419,923) | $(2,975,749) | | Net cash provided by investing activities | $4,041,925 | $1,373,169 | $(2,668,756) | | Net cash used in financing activities | $(37,485) | $(1,002,042) | $(964,557) | | Net increase (decrease) in cash and cash equivalents | $6,560,266 | $(48,796) | $(6,609,062) | - **Operating cash flow shifted from a $2.6 million inflow in 2024 to a $0.4 million outflow in 2025, primarily due to decreased revenue receipts partially offset by lower operating expenses and interest payments**[93](index=93&type=chunk) - **Investing cash flow decreased due to the absence of $6.0 million from an investment sale in 2024, partially offset by $2.7 million from property dispositions in 2025**[94](index=94&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) This item is not required for smaller reporting companies - The **Company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk**[96](index=96&type=chunk) [Item 4. Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting during the quarter - The **Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025**[97](index=97&type=chunk) - **There were no material changes in the Company's internal control over financial reporting during the quarter ended June 30, 2025**[98](index=98&type=chunk) [PART II OTHER INFORMATION](index=30&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings.) The Company faces routine litigation, including indecency claims, but management believes no current proceedings will materially affect financial condition or operations - The **Company is involved in ordinary routine litigation and threats of litigation, including indecency claims at the FCC**[100](index=100&type=chunk) - **Management does not believe any current legal proceedings are likely to have a material adverse effect on the Company's financial condition or results of operations**[100](index=100&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors.) There have been no material changes to the risk factors previously disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2024 - **No material changes to the Company's risk factors have occurred since the annual report on Form 10-K for the year ended December 31, 2024**[101](index=101&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The Company repurchases Class A common stock to fund withholding taxes for restricted stock unit vesting, with 3,852 shares repurchased in Q2 2025 - The **2025 Plan and 2007 Plan permit the Company to purchase shares to fund withholding taxes for restricted stock unit vesting**[102](index=102&type=chunk) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :----------------- | :----------------------------- | :--------------------------- | | April 1 – 30, 2025 | 650 | $5.96 | | May 1 – 31, 2025 | 492 | $6.00 | | June 1 – 30, 2025 | 2,710 | $4.10 | | **Total** | **3,852** | | [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The Company reported no defaults upon senior securities during the period - **There were no defaults upon senior securities**[104](index=104&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the Company - **Mine Safety Disclosures are not applicable to the Company**[105](index=105&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information.) No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025 - **No director or officer adopted, modified, or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended June 30, 2025**[106](index=106&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits.) This section lists all exhibits filed with the Form 10-Q, including the 2025 Equity Incentive Award Plan, certifications from the CEO and CFO, and XBRL-related documents - **Exhibits include the Beasley Broadcast Group, Inc. 2025 Equity Incentive Award Plan, forms of Director Restricted Stock Unit Agreement, and certifications from the CEO and CFO**[107](index=107&type=chunk) - **XBRL Instance Document, Taxonomy Extension Schema, and Cover Page Interactive Data File are also included as exhibits**[107](index=107&type=chunk) [SIGNATURES](index=32&type=section&id=SIGNATURES) The report is duly signed on behalf of Beasley Broadcast Group, Inc. by Caroline Beasley, Chief Executive Officer, and Lauren Burrows Coleman, Chief Financial Officer, on August 13, 2025 - The **report was signed by Caroline Beasley, Chief Executive Officer, and Lauren Burrows Coleman, Chief Financial Officer, on August 13, 2025**[111](index=111&type=chunk)

Exhibit 99.1 Conference Call and Webcast Today, August 12, 2025 at 11:00 a.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 Heidi.raphael@bbgi.com 212/835-8500 or ilana@bbgi.com BEASLEY BROADCAST GROUP REPORTS SECOND QUARTER REVENUE OF $53.0 MILLION NAPLES, Florida, August 12 ...

Financial Data and Key Metrics Changes - Total net revenue for Q2 declined by 11.1% year over year on a same station basis, primarily due to weakness in agency business [10][19] - Operating expenses decreased by $4,600,000 or 9.3% year over year, reflecting cost containment measures [21] - Station operating income for the quarter was $8,200,000, with an SOI margin of 15.6% [22] Business Line Data and Key Metrics Changes - Digital revenue grew by 1.3% or 8.1% on a same station basis, accounting for 25% of total revenue [5][20] - The digital segment operating margin improved by 900 basis points quarter over quarter, from 17.8% to 26.8% [6] - Agency-related revenue declined significantly, with national agency revenue down 12.1% and local agency revenue down 24.7% year over year [16] Market Data and Key Metrics Changes - Local direct revenue increased by 1.7% year over year, now representing the majority of local sales mix [20] - Digital growth accelerated at 8.1% year over year on a same station basis and 22.5% quarter over quarter [20] - Ratings for the company's stations rose by 14% year over year in the critical adult 25-54 demographic [28] Company Strategy and Development Direction - The company is focused on advancing its digital roadmap, reducing structural costs, and improving capital position [5][4] - A strategic pivot towards a digitally native, local-first approach is underway, aiming to convert traditional agency clients into digital-first buyers [11][12] - Upcoming product launches, including Display Plus and a self-serve advertising platform, are designed to enhance client outcomes and reduce dependence on traditional sales channels [25][30] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the ongoing challenges in the agency business, emphasizing that the decline is structural rather than cyclical [15][16] - The company expects continued softness in national and local agency channels, with total revenue pacing down high single digits [26] - Confidence remains in the strategic direction, with early signs of traction in digital and direct revenue streams [20][24] Other Important Information - The company has implemented approximately $30,000,000 in annualized expense reductions over the past year [13][32] - Cash on hand at the end of Q2 was $13,700,000, with capital expenditures of $600,000 in the second quarter [23] Q&A Session Summary Question: Can you update us on where the cost savings plan stands? - The company has taken cost actions that will result in approximately $30,000,000 in annualized savings, with expectations for 2025 expenses to be in the low $20,000,000 range [32] Question: How are CPMs trending? - Digital CPMs are holding steady, while traditional over-the-air CPMs are trending down due to declines in agency business [34] Question: Did you see the opportunity for more asset sales? - The company remains open to asset sales or swaps if they make sense strategically [35]

Company Overview - Beasley Media Group's future growth will be driven by operational efficiency in its core business and expansion of its digital capabilities[12] - The company operates in 12 US markets[13] - The company's multimedia platform enables local businesses to maximize audience reach[28] Financial Performance - Q2 2025 - Total net revenue was $53 million[47] - Digital revenue accounted for 25% of total net revenue[23] - Same-station digital revenue grew by 81% year-over-year[23] - Station Operating Income (SOI) was $82 million[47] - Adjusted EBITDA was $47 million[47] Revenue Mix - Audio revenue for Q2 2025 was $398 million[23] - Digital revenue for Q2 2025 was $132 million[22] - Local advertisers accounted for 76% of Q2 2025 revenue[25]

Core Viewpoint - Beasley Broadcast Group reported a decline in net revenue and operating income for the second quarter of 2025, primarily due to softness in the traditional audio advertising market, although there was growth in high-margin digital revenue [3][4][7]. Financial Performance - Net revenue for the three months ended June 30, 2025, was $53.0 million, a decrease of 12.3% from $60.4 million in the same period of 2024 [2][3]. - Operating income was $2.9 million, down from $5.4 million year-over-year, attributed to a $7.4 million decline in net revenue [4][5]. - The company reported a net loss of approximately $0.2 million, or $0.09 per diluted share, compared to a net loss of $0.3 million, or $0.18 per diluted share, in the prior year [5][23]. - Adjusted EBITDA was $4.7 million, down from $8.8 million in the second quarter of 2024 [6][23]. Revenue Breakdown - Digital revenue increased by 1.3% year-over-year to $13.2 million, accounting for 25% of total revenue [8][9]. - Local revenue, including digital packages sold locally, represented 76% of net revenue [8]. - Revenue from new business accounted for 14% of net revenue, down from 17% in Q2 2024 [8]. Strategic Focus - The company is shifting focus from agency-driven business to more scalable and profitable direct revenue streams, emphasizing high-margin digital offerings [3][7]. - Management highlighted the importance of disciplined capital and cost management while investing in differentiated content and digital infrastructure [7][9]. Operational Changes - Beasley announced the pending sales of WPBB in Tampa and five stations in Ft. Myers as part of efforts to streamline its portfolio [9]. - The digital segment operating margin was reported at 27% [8]. Market Context - The decline in revenue reflects ongoing challenges in the traditional audio advertising market, which has been impacted by broader economic conditions [3][4].

Core Viewpoint - Beasley Broadcast Group, Inc. will report its second quarter financial results for 2025 on August 12, 2025, and will host a conference call to discuss these results [1]. Group 1: Financial Reporting - The company will announce its financial results before the market opens on August 12, 2025 [1]. - A conference call and webcast will take place at 11:00 a.m. ET on the same day to review the results [1]. Group 2: Accessing the Conference Call - Interested parties can join the conference call by dialing (800) 715-9871 or +1 (646) 307-1963, using conference ID 1613596 [2]. - A live webcast will also be available on the company's website, with a replay accessible for five days post-event [2]. Group 3: Analyst Engagement - Questions from analysts, institutional investors, and debt holders can be submitted via email until 9:00 a.m. ET on August 12, 2025 [3]. - Management will address as many questions as possible during the conference call, provided they are not covered in prepared remarks [3]. Group 4: Company Overview - Beasley Broadcast Group, Inc. was founded in 1961 and owns 54 AM and FM stations across 10 large- and mid-size markets in the United States [4]. - The company's radio stations reach nearly 17 million unique consumers weekly through various platforms, including over-the-air, online, and mobile devices [4].

Financial Performance - Net revenue for the three months ended March 31, 2025, decreased by $5.5 million, or 10.1%, compared to the same period in 2024, totaling $48.9 million[53]. - Audio revenue decreased by $5.3 million, or 12.1%, primarily due to a decrease in agency revenue, while digital revenue remained relatively stable[55]. - The net loss for the three months ended March 31, 2025, was $2.7 million, compared to a net income of approximately $8,000 for the same period in 2024, marking a substantial decline[59]. Operating Expenses - Operating expenses decreased by $4.0 million, or 8.1%, during the same period, with audio operating expenses down by $2.0 million and digital operating expenses down by $2.0 million[56]. - Interest expense decreased significantly by $2.2 million, or 39.5%, due to the amortization of a deferred interest premium from a debt restructure[57]. Tax and Dividend - The effective tax rate for the three months ended March 31, 2025, was 37%, compared to 104% for the same period in 2024, influenced by state income taxes and non-deductible expenses[58]. - The company has suspended future quarterly dividend payments until it is determined that resumption is in the best interest of stockholders[61]. Debt and Restructuring - The company completed an exchange of $194.7 million of prior notes for new senior secured second lien notes and common stock, representing 72.9% of the aggregate principal amount outstanding[63]. - The company incurred approximately $6.0 million in debt restructuring costs, primarily consisting of legal fees and financial advisory services[65]. - The carrying amount of the debt was reduced by the fair value of shares issued to holders of Prior Notes, amounting to $2.2 million[65]. - The company capitalized approximately $2.6 million in fees related to the debt restructuring[65]. Liquidity and Cash Flow - The company’s primary sources of liquidity include internally generated cash flow and cash on hand, with needs for working capital, debt service, and capital expenditures[60]. - The company expects to have sufficient liquidity and capital resources to meet financial obligations for the next 12 months[68]. - Future liquidity needs are expected to be met through internally generated cash flow and other sources[67]. - Net cash used in operating activities decreased from $4.0 million in Q1 2024 to $3.5 million in Q1 2025, with a $3.1 million decrease in cash paid for operating expenses[71]. - Net cash provided by investing activities in Q1 2025 was $1.9 million, down from $5.1 million in Q1 2024, with proceeds of $2.7 million from property and equipment dispositions[72]. - The net increase in cash and cash equivalents was a decrease of $1.5 million in Q1 2025 compared to an increase of $1.0 million in Q1 2024[71]. Stock Activity - The company repurchased 1,220 shares of Class A Common Stock for approximately $9,000 during the three months ended March 31, 2025[66]. - The company has no off-balance sheet arrangements as of March 31, 2025[69].

Financial Performance - Beasley Broadcast Group reported first quarter revenue of $48.9 million, a decrease of 10.1% from $54.4 million in the same period last year[4]. - The company experienced an operating loss of $2.0 million in Q1 2025, compared to an operating loss of $1.1 million in Q1 2024, primarily due to a $5.5 million reduction in net revenue[7]. - Net loss for the first quarter was approximately $2.7 million, or $1.50 per diluted share, compared to a net income of $8 thousand, or $0.01 per diluted share, in Q1 2024[9]. - Total net revenue for Q1 2025 was $48,912,465, down 10.8% from $54,380,346 in Q1 2024[34]. - Same station net revenue decreased to $48,912,465 from $53,481,347, reflecting a decline of 8.7% year-over-year[34]. - Audio net revenue decreased to $38,153,370 from $43,428,127, a decline of 12.1% year-over-year[35]. - Digital net revenue for Q1 2025 was $10,759,095, slightly down from $10,952,219 in Q1 2024[36]. Adjusted EBITDA and Operating Expenses - Adjusted EBITDA increased to $1.1 million in Q1 2025 from $0.9 million in Q1 2024, reflecting benefits from strategic streamlining initiatives despite revenue shortfalls[10]. - Adjusted EBITDA for Q1 2025 was $1,134,792, an increase of 28.2% compared to $884,877 in Q1 2024[32]. - Operating expenses for Q1 2025 were $45,241,261, down 8.1% from $49,240,998 in Q1 2024[34]. - Same station audio operating expenses were $36,394,976, down from $38,319,415, indicating a reduction of 5.0%[35]. - Same station digital operating expenses decreased to $8,846,285 from $9,495,226, a reduction of 6.9%[36]. Revenue Composition - Digital revenue accounted for 22% of net revenue, with a year-over-year increase of 6% to $10.8 million on a same-station basis[6]. - Revenue from new business represented 18% of net revenue, indicating growth in advertiser engagement[7]. - Local revenue, including digital packages sold locally, constituted 71% of total net revenue[7]. Cash and Assets - The company reported a decline in cash and cash equivalents to $12.2 million as of March 31, 2025, down from $13.8 million at the end of 2024[28]. - Total assets decreased to $539.3 million from $549.2 million at the end of 2024[28]. Strategic Initiatives - Beasley aims to unlock margin expansion and accelerate digital evolution while navigating short-term market challenges[11]. - The company incurred severance expenses of $889,470 and non-recurring expenses of $494,961 in Q1 2025[32].

Financial Data and Key Metrics Changes - Total net revenue for Q1 was $48.9 million, down 10.1% year over year, but down 8.5% on a same station basis, reflecting early progress in stabilizing revenue trends amid market volatility [9][10] - Total operating expenses were $45.2 million, down nearly $4 million or 8.1% compared to the prior year, indicating effective cost management [17][19] - Adjusted EBITDA for Q1 was $1.1 million, up 28% from $900,000 in the prior year, showcasing improved profitability despite revenue decline [19][20] Business Line Data and Key Metrics Changes - Digital revenue accounted for 22% of total revenue, with digital segment operating income growing from $100,000 in Q1 2024 to $1.9 million in Q1 2025, highlighting the success of digital product margin optimization [5][24] - Consumer services remained the largest revenue category, accounting for 30% of total revenue, but declined 15% year over year, with legal services growing nearly 5% and HVAC growing 12% [10][11] - National revenue, excluding political, declined 12.7%, while local direct revenue increased by 0.3% year over year, indicating resilience in direct advertiser relationships [14][15] Market Data and Key Metrics Changes - The advertising environment remains cautious, with overall demand under pressure and year-over-year declines consistent with broader industry trends [10] - Foreign automotive revenue was up 7.5%, but domestic automotive declined 5%, reflecting market concerns and shifting inventory dynamics [12][13] - Local agency revenue declined 19.9% year over year, while local direct revenue's growth reflects the strength of local relationships [14][15] Company Strategy and Development Direction - The company aims to accelerate digital growth, improve revenue quality, and execute with discipline, focusing on high-margin digital products and advertiser relationships [4][6] - A landmark multiyear partnership with the University of Michigan Athletics was established, enhancing the company's omnichannel sports strategy [6][7] - The digital transformation is seen as a long-term engine for value creation, with ongoing investments in content, technology, and audience development [22][29] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing macroeconomic challenges but emphasized a commitment to cost management and strategic product realignment to protect margins [34] - Revenue is currently pacing down 10% in Q2, primarily due to continued macroeconomic pressure, but proactive measures are being taken to offset these headwinds [34] - The company remains focused on building sustainable advertiser relationships and optimizing its digital portfolio for future growth [17][34] Other Important Information - The company ended Q1 with $12.2 million in cash on hand, down from $13.8 million at the end of fiscal year 2024, reflecting ongoing financial management efforts [20] - Capital expenditures were $800,000 in the quarter, slightly down from $900,000 in the prior year [21] Q&A Session Summary Question: Update on cost savings initiatives - The company has realized the full amount of cost reductions implemented in 2024 in Q1, with an additional $1.3 million in cuts made in Q1, expected to impact Q2 results [35] Question: National revenue performance - National revenue is weaker in 2024 compared to the previous year, with Boston experiencing declines while Philadelphia and New Jersey showed positive growth [36] Question: M&A discussions and opportunities - There were multiple discussions earlier in the year regarding M&A, but uncertainty in the economy has softened these discussions; the company remains open to beneficial swaps [37]

Financial Data and Key Metrics Changes - Total net revenue for Q1 was $48.9 million, down 10.1% year over year, but down 8.5% on a same station basis, reflecting early progress in stabilizing revenue trends amid market volatility [9][10] - Total operating expenses were $45.2 million, down nearly $4 million or 8.1% compared to the prior year, indicating effective cost management [17][19] - Adjusted EBITDA for Q1 was $1.1 million, up 28% from $900,000 in the prior year, showcasing improved profitability despite revenue decline [19][20] Business Line Data and Key Metrics Changes - Digital revenue accounted for 22% of total revenue, with digital segment operating income growing from $100,000 in Q1 2024 to $1.9 million in Q1 2025, highlighting the success of digital product margin optimization [5][24] - Consumer services remained the largest revenue category, accounting for 30% of total revenue, but declined 15% year over year, with legal services growing nearly 5% and HVAC growing 12% [10][11] - National revenue, excluding political, declined 12.7%, while local direct revenue increased by 0.3% year over year, indicating resilience in local advertiser relationships [14][15] Market Data and Key Metrics Changes - The automotive category saw mixed results, with foreign auto up 7.5% but domestic auto down 5%, reflecting broader market concerns [12][13] - Local agency revenue declined 19.9% year over year, while local direct revenue's growth reflects the strength of direct advertiser relationships [14][15] - Overall audio cume increased by 5.6%, with significant ratings gains in key markets like Charlotte and Detroit, both up 33% [30][31] Company Strategy and Development Direction - The company aims to accelerate digital growth, improve revenue quality, and execute with discipline, focusing on high-margin digital products and advertiser relationships [4][6] - A landmark multiyear partnership with the University of Michigan Athletics was established, enhancing the company's omnichannel sports strategy [6][7] - The digital transformation is seen as a long-term engine for value creation, with ongoing investments in content, technology, and audience development [22][29] Management's Comments on Operating Environment and Future Outlook - Management acknowledged ongoing challenges in a cautious advertising environment, with revenue currently pacing down 10% in Q2 due to macroeconomic pressures [33][34] - The company remains committed to cost management while funding initiatives in digital, content, and technology to drive long-term shareholder value [34] - Management expressed confidence in the ability to unlock sustainable growth and margin expansion across digital platforms [29][34] Other Important Information - The company ended Q1 with $12.2 million in cash on hand, down from $13.8 million at the end of fiscal year 2024, reflecting ongoing financial management efforts [20] - Capital expenditures were $800,000 in the quarter, slightly down from $900,000 in the prior year [21] Q&A Session Summary Question: Update on cost savings initiatives - The company has realized the full amount of cost reductions implemented in 2024 in Q1, with an additional $1.3 million in cuts made in Q1, expected to impact Q2 results [35] Question: National performance in 2024 - National revenue is weaker in 2024 compared to the previous year, with Boston experiencing declines while Philadelphia and New Jersey showed positive growth [36] Question: M&A discussions and opportunities - There were multiple discussions earlier in the year regarding M&A, but uncertainty in the economy has softened these discussions; the company remains open to beneficial swaps [37]