Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. We refer to each group of stations in each market as a market cluster. Unless the context otherwise requires, all references in this report to the "Company," "we," "us" or "our" are to Beasley Broadcast Group, Inc. and its subsidiaries.

Recent Developments

On July 31, 2026, the Company entered into an agreement to sell substantially all of the assets used in the operations of WNKS-FM in Charlotte, NC and KXTE-FM in Las Vegas, NV to a third party for $8.0 million in cash. The sale, which is subject to FCC approval and other customary closing conditions, is expected to close during the fourth quarter of 2026. No impairment loss will be recorded based on the fair value of the assets to be sold held for sale and the Company expects to record a gain when the disposition is completed.

Going Concern Considerations

In accordance with Accounting Standards Codification Topic 205-40, the Company's management evaluates whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for at least one year from the date of issuance of the financial statements included in this report.

Conditions and Events

The Company has a history of net losses and negative operating cash flows and may continue to incur additional losses due to downward trends in the traditional radio industry. Notwithstanding the improvement in the Company's financial position and the reduction in long-term debt as a result of debt restructuring, the Company's ABL Credit Facility contains covenants including a minimum liquidity requirement.

Management has determined that substantial doubt is raised about the Company's ability to continue as a going concern through at least August 31, 2027. This evaluation includes considerations related to the Company's forecasted liquidity and cash consumption requirements, its current business plan, and revenue prospects.

Management's Plans

In response to the conditions and events described above, management is executing cash management and strategic operational plans that include (i) on-going cost reduction initiatives including but not limited to workforce reductions and vendor renegotiations; (ii) strategies to grow higher-margin digital and local direct revenues; and (iii) initiatives to enhance liquidity and reduce leverage, including monetization of non-core assets, disciplined working capital management, and capital raising activities.

Based on the Company's cash balance, the current maturities of its existing debt facilities, its current business plan, and revenue prospects, and taking into account the plans described above, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations and meet its covenant requirements for at least the next 12 months. Accordingly, management has concluded that its plans, when implemented, are sufficient to alleviate substantial doubt about the Company's ability to continue as a going concern for at least one year from the date the financial statements are issued.

Cautionary Note Regarding Forward-Looking Statements

This report contains "forward-looking statements" about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future, not past, events. All statements other than statements of historical fact included in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company's management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company's expected business and financial performance and financial condition, among other matters, contain words such as: "expects," "anticipates," "intends," "plans," "believes," "estimates," "may," "will," "projects," "could," "should," "would," "seek," "forecast," or other similar expressions.

Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:

Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. We do not intend, and undertake no obligation, to update any forward-looking statement.

Financial Statement Presentation

The following discussion provides a brief description of certain key items that appear in our financial statements and general factors that impact these items.

Net Revenue. Our net revenue is primarily derived from the sale of commercial spots to advertisers directly or through national, regional or local advertising agencies. Revenues are reported at the amount we expect to be entitled to receive under the contract. Local revenue generally consists of commercial advertising sales, digital advertising sales and other sales to advertisers in a station's local market, either directly to the advertiser or through the advertiser's agency. National revenue generally consists of commercial advertising sales through advertiser agencies. National advertiser agencies generally purchase advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

Our net revenue is generally determined by the advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels. Advertising rates are primarily based on the following factors:

Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our radio market clusters. Seasonal revenue fluctuations are also common in the radio broadcasting industry and are primarily due to variations in advertising expenditures by local and national advertisers. Our revenues typically are lowest in the first calendar quarter of the year. In addition, our revenues tend to fluctuate between years, consistent with, among other things, increased advertising expenditures in even-numbered years by political candidates, political parties and special interest groups. This political spending typically is heaviest during the fourth quarter of such years.

We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime.

We also continue to invest in digital support services to develop and promote our station websites, applications, and other distribution platforms. We derive revenue from our websites through the sale of advertiser promotions and advertising on our websites and the sale of advertising airtime during audio streaming of our stations over the internet. We also generate revenue from selling third-party digital products and services.

Operating Expenses. Our operating expenses consist primarily of programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our stations. We strive to control our operating expenses by centralizing certain functions at our corporate offices and consolidating certain functions in each of our market clusters.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

Our critical accounting estimates are described in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no additional material changes to our critical accounting estimates during the six months ended June 30, 2026.

Recent Accounting Pronouncements

Recent accounting pronouncements are described in Note 2 to the accompanying condensed consolidated financial statements.

Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025

The following summary table presents a comparison of our results of operations for the three months ended June 30, 2025 and 2026, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Results of Operations - Consolidated

Results of Operations - Segments

Net Revenue. Net revenue decreased $8.9 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Audio revenue decreased $7.3 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital revenue decreased $1.5 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to a decrease in third-party digital direct revenue.

Operating Expenses. Operating expenses decreased $5.9 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Audio operating expenses decreased $6.1 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to continued expense management in the audio segment and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital operating expenses during the three months ended June 30, 2026 were comparable to the three months ended June 30, 2025.

Corporate Expenses. Corporate expenses decreased $1.4 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to an increase in corporate expenses allocated to operating expenses.

Interest Expense. Interest expense decreased $1.8 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024 and a reduction in interest expense as a result of the debt restructure in May 2026.

Gain on Debt Restructure. In May 2026, we completed a debt restructure, and as a result of the restructure, we recorded a gain of $91.8 million, which included $6.7 million in debt restructure expenses, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructure.

Gain on Repurchase of Long-Term Debt. In the second quarter of 2025, we repurchased $1.5 million principal amount of the Prior Notes (as defined below) for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase.

Income Tax Expense. Our effective tax rate was 144% and 8% for the three months ended June 30, 2025 and 2026, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain expenses that are not deductible for tax purposes, the exclusion of cancellation of debt income under section 108 of the internal revenue code, and the valuation allowance.

Net Income (Loss). Net income for the three months ended June 30, 2026 was $84.3 million compared to a net loss of $0.2 million for the three months ended June 30, 2025, as a result of the factors described above.

Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

The following summary table presents a comparison of our results of operations for the six months ended June 30, 2025 and 2026, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Results of Operations - Consolidated

Results of Operations - Segments

Net Revenue. Net revenue decreased $15.2 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Audio revenue decreased $13.6 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to decreases in local direct revenue, local agency revenue and national agency revenue and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital revenue decreased $1.6 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 primarily due to a decrease in third-party digital direct revenue.

Operating Expenses. Operating expenses decreased $9.0 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Audio operating expenses decreased $9.4 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to continued expense management in the audio segment and the disposition of all of our radio stations in Fort Myers, FL in February 2026. Digital operating expenses during the six months ended June 30, 2026 were comparable to the six months ended June 30, 2025.

Corporate Expenses. Corporate expenses decreased $1.9 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to an increase in corporate expenses allocated to operating expenses and a decrease in compensation expenses, partially offset by an increase in contract services.

Interest Expense. Interest expense decreased $1.9 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to due to amortization of a deferred interest premium recorded as a result of the debt restructure in October 2024 and a reduction in interest expense as a result of the debt restructure in May 2026.

Gain on Debt Restructure. In May 2026, we completed a debt restructure and as a result of the restructure, we recorded a gain of $91.8 million, which included $6.7 million in debt restructure expenses, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructure.

Gain on Repurchase of Long-Term Debt. In the second quarter of 2025, we repurchased $1.5 million principal amount of the Prior Notes (as defined below) for a price equal to 65% of the principal amount and recorded a gain of $0.5 million as a result of the repurchase.

Income Tax Expense (Benefit). Our effective tax rate was (31)% and 9% for the six months ended June 30, 2025 and 2026, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes, certain expenses that are not deductible for tax purposes, the exclusion of cancellation of debt income under section 108 of the internal revenue code, and the valuation allowance.

Net Income (Loss). Net income for the six months ended June 30, 2026 was $87.5 million compared to a net loss of $2.8 million for the six months ended June 30, 2025, as a result of the factors described above.

Liquidity and Capital Resources

Overview. Our primary sources of liquidity are internally generated cash flow and cash on hand. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and station acquisitions. In addition to property and equipment associated with station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our office and studio space, the maintenance of our towers and equipment, and digital products and information technology. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

On May 1, 2026, the Company, its indirect wholly owned subsidiary, Beasley Media Group, LLC (the "Borrower"), and certain of the Company's direct and indirect wholly owned subsidiaries entered into a Loan and Security Agreement ("ABL Credit Agreement") with Siena Lending Group LLC as lender, which provides for a $35.0 million secured asset-based revolving credit facility (the "ABL Credit Facility"). For more information on the ABL Credit Facility, see Note 4 in "Notes to Condensed Consolidated Financial Statements".

Our Board has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Company's stockholders. In addition, as discussed in "Secured Notes" below, the indentures governing each series of our notes limit our ability to pay dividends. The ABL Credit Agreement also restricts our ability to pay dividends and make other distributions on the Company's capital stock without the prior written consent of the lender under the ABL Credit Facility, subject to limited exceptions.

Secured Notes. On May 1, 2026 (the "Settlement Date"), the Issuer completed: (i) the exchange (the "Exchange Offer") of $184.1 million aggregate principal amount of Existing Second Lien Notes (representing approximately 99.5% of the aggregate principal amount then outstanding of the Existing Second Lien Notes) for $98.5 million aggregate principal amount of the Issuer's newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (the "2027 PIK Notes") at an exchange ratio of 50.0% of the aggregate principal amount of the Existing Second Lien Notes tendered for exchange, plus 50% of accrued and unpaid interest thereof, (ii) the purchase of $15.9 million aggregate principal amount of the Existing First Lien Notes at a purchase price of 100.0% of the par value thereof, plus accrued and unpaid interest (such offer, the "Tender Offer" and, together with the Exchange Offer, the "Offers"); and (iii) related consent solicitations (the "Consent Solicitations") to proposed amendments to the existing indentures governing the Existing Notes (the "Existing Indentures") to, among other things, (x) adopt certain proposed amendments to the Existing Indentures (the "Proposed Amendments") and (y) release all of the collateral securing the Existing Second Lien Notes. On February 2, 2021, the Company issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the "Prior Notes") under an indenture dated February 2, 2021 (the "Prior Notes Indenture"). Interest on the Prior Notes accrued at the rate of 8.625% per annum and was payable semiannually in arrears on February 1 and August 1 of each year. The Prior Notes were secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and were guaranteed jointly and severally by the Company and its majority owned subsidiaries. As of June 30, 2026, no Prior Notes remain outstanding.

On the Settlement Date, the Issuer entered into (i) a new indenture (the "2027 PIK Notes Indenture") governing its 2027 PIK Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantor parties thereto on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent and (ii) supplemental indentures (x) amending the provisions of the Existing Indentures and (y) releasing all of the collateral securing the Existing Second Lien Notes. The 2027 PIK Notes Indenture contains restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of the Company's capital stock or

make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries' ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.

Interest on the 2027 PIK Notes is payable exclusively in kind and accrues at the rate of 10.000% per annum and is payable semiannually in arrears on April 30 and October 30 of each year, with interest accruing from October 30, 2026, and the first Interest Payment Date being April 30, 2027. The 2027 PIK Notes will mature on December 31, 2027. Pursuant to the springing maturity condition, if (i) on or before September 30, 2027, the Company and its subsidiaries have not entered into one or more binding agreements (subject solely to customary conditions precedent for transactions of the applicable type) for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding as of September 30, 2027, the 2027 PIK Notes will mature on such date, or (ii) an Event of Default (as defined in the 2027 PIK Notes Indenture) has occurred, the 2027 PIK Notes will mature on the date such Event of Default occurred. The springing maturity condition may be waived, amended or deleted by holders of a majority of the 2027 PIK Notes. The 2027 PIK Notes and related guarantees are secured on a second-lien priority basis by substantially all assets of the Issuer and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. At any time on or after December 31, 2027 (or, if the springing maturity condition has occurred, the date on which the springing maturity condition occurred), or upon the occurrence of an Event of Default, holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of Class A common stock and Class B common stock. Upon such equity conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into shares representing, in the aggregate, 95% of the issued and outstanding Class A common stock and Class B common stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest). The equity conversion is subject to obtaining prior approval of the Federal Communications Commission ("FCC") and compliance with applicable FCC foreign ownership rules.

From time to time, we repurchase sufficient shares of our Class A common stock to fund withholding taxes in connection with the vesting of restricted stock units. We paid approximately $90,000 to repurchase 4,213 shares during the six months ended June 30, 2026. From time to time, we may seek to repurchase, redeem or otherwise retire our existing indebtedness through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions, tender offers or otherwise. Such repurchases, redemptions or other transactions, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved may be material.

At the Market Equity Offering Program. On June 12, 2026, we entered into an Equity Distribution Agreement (the "Equity Distribution Agreement") with Noble Capital Markets, Inc., as sales agent, pursuant to which we may offer and sell, from time to time, shares of our Class A common stock having an aggregate offering price of up to $5,235,810 through an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Sales of shares of our Class A common stock, if any, will be made at market prices prevailing at the time of sale. We will pay the sales agent a commission equal to 3.0% of the gross sales price per share sold. We intend to use the net proceeds from any sales under the Equity Distribution Agreement, if any, to reduce indebtedness, as well as for working capital and general corporate purposes. As of June 30, 2026, the Company had issued and sold 35,600 shares of its Class A common stock under the Equity Distribution Agreement, for total net proceeds of $0.7 million and with total compensation paid to the Sales Agent of approximately $20,000. As of June 30, 2026, additional shares of Class A common stock having an aggregate offering price of up to $4.6 million remain available to be issued and sold under the Equity Distribution Agreement.

We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity:

Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of June 30, 2026.

Cash Flows. The following summary table presents a comparison of our cash flows for the six months ended June 30, 2025 and 2026 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Net Cash Used In Operating Activities. Net cash used in operating activities was $15.2 million during the six months ended June 30, 2026, as compared to net cash used in operating activities of $0.4 million during the six months ended June 30, 2025. Significant factors included a $7.9 million increase in cash paid for operating expenses, payments of $7.9 million for debt issuance expenses, and a $7.1 million decrease in cash receipts from revenue, partially offset by a $4.4 million decrease in interest payments, a $2.5 million decrease in cash paid for corporate and other expenses, and a $1.2 million decrease in income tax payments.

Net Cash Provided By Investing Activities. Net cash provided by investing activities during the six months ended June 30, 2026 included proceeds of $19.3 million from property and equipment dispositions, partially offset by payments of $1.5 million for capital expenditures. Net cash provided by investing activities for the six months ended June 30, 2025 included proceeds of $2.7 million from property and equipment dispositions, partially offset by payments of $1.4 million for capital expenditures.

Net Cash Used In Financing Activities. Net cash used in financing activities during the six months ended June 30, 2026 included debt payments of $18.8 million and payment of debt issuance expenses of $2.7 million partially offset by debt issuance of $15.1 million and common stock issuance of $0.6 million. Net cash used in financing activities during the six months ended June 30, 2025 included Prior Notes repurchases of $1.0 million.