Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q


[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2024


[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-29253

BEASLEY BROADCAST GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	65-0960915
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3033 Riviera Drive, Suite 200

Naples, Florida 34103

(Address of Principal Executive Offices and Zip Code)

(239) 263-5000

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Class A Common Stock, par value $0.001 per share	BBGI	Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer 		Accelerated filer 
Non-accelerated filer 		Smaller reporting company 
Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  No 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class A Common Stock, $0.001 par value, 13,796,612 Shares Outstanding as of August 7, 2024

Class B Common Stock, $0.001 par value, 16,662,743 Shares Outstanding as of August 7, 2024

INDEX


		Page No.

PART I FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements.

	Notes to Condensed Consolidated Financial Statements.	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18

Item 4.	Controls and Procedures.	18

PART II OTHER INFORMATION

Item 1.	Legal Proceedings.	19

Item 1A.	Risk Factors.	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	20

Item 3.	Defaults Upon Senior Securities.	20

Item 4.	Mine Safety Disclosures.	20

Item 5.	Other Information.	20

Item 6.	Exhibits.	22

SIGNATURES		23

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	December 31,			June 30,
	2023			2024
ASSETS
Current assets:
Cash and cash equivalents	$	26,733,921		$	33,294,187
Accounts receivable, less allowance for credit losses of $1,752,058 in 2023 and $1,473,743 in 2024		53,424,196			47,175,316
Prepaid expenses		4,338,503			5,818,556
Other current assets		2,150,163			2,134,690
Total current assets		86,646,783			88,422,749
Property and equipment, net		51,474,754			49,919,069
Operating lease right-of-use assets		34,767,126			33,431,749
FCC licenses		393,006,900			393,006,900
Goodwill		922,000			922,000
Other intangibles, net		2,722,408			2,576,904
Other assets		4,727,967			4,888,812
Total assets	$	574,267,938		$	573,168,183

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	14,299,048		$	13,737,563
Operating lease liabilities		8,082,981			8,283,652
Other current liabilities		25,913,827			27,900,560
Total current liabilities		48,295,856			49,921,775
Due to related parties		55,019			39,663
Long-term debt, net of unamortized debt issuance costs		264,203,010			264,874,288
Operating lease liabilities		33,440,246			31,621,104
Deferred tax liabilities		71,894,915			70,222,945
Other long-term liabilities		7,400,257			7,400,257
Total liabilities		425,289,303			424,080,032
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued		-			-
Class A common stock, $0.001 par value; 150,000,000 shares authorized; 17,391,382 issued and 13,653,941 outstanding in 2023; 17,586,632 issued and 13,796,612 outstanding in 2024		17,389			17,584
Class B common stock, $0.001 par value; 75,000,000 shares authorized; 16,662,743 issued and outstanding in 2023 and 2024		16,662			16,662
Additional paid-in capital		152,794,353			153,209,210
Treasury stock, Class A common stock; 3,737,441 shares in 2023; 3,790,020 shares in 2024		(29,239,179	)		(29,276,664	)
Retained earnings		25,042,926			24,774,875
Accumulated other comprehensive income		346,484			346,484
Total stockholders' equity		148,978,635			149,088,151
Total liabilities and stockholders' equity	$	574,267,938		$	573,168,183

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)


	Three Months Ended June 30,
	2023			2024
Net revenue	$	63,461,723		$	60,435,657
Operating expenses:
Operating expenses (including stock-based compensation of $39,416 in 2023 and $13,679 in 2024 and excluding depreciation and amortization shown separately below)		51,327,562			49,347,793
Corporate expenses (including stock-based compensation of $141,923 in 2023 and $248,012 in 2024)		4,405,031			3,879,771
Depreciation and amortization		2,195,985			1,832,894
Impairment loss		10,041,000			-
Total operating expenses		67,969,578			55,060,458
Operating income (loss)		(4,507,855	)		5,375,199
Non-operating income (expense):
Interest expense		(6,724,469	)		(6,092,829	)
Other income, net		36,735			357,260
Loss before income taxes		(11,195,589	)		(360,370	)
Income tax benefit		(821,836	)		(75,986	)
Loss before equity in earnings of unconsolidated affiliates		(10,373,753	)		(284,384	)
Equity in earnings of unconsolidated affiliates, net of tax		(56,876	)		8,363
Net loss		(10,430,629	)		(276,021	)
Net loss per Class A and Class B common share:
Basic and diluted	$	(0.35	)	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted		29,853,144			30,354,222

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET LOSS (UNAUDITED)


	Six Months Ended June 30,
	2023			2024
Net revenue	$	121,240,843		$	114,816,003
Operating expenses:
Operating expenses (including stock-based compensation of $72,220 in 2023 and $35,917 in 2024 and excluding depreciation and amortization shown separately below)		101,981,217			98,588,791
Corporate expenses (including stock-based compensation of $283,387 in 2023 and $379,135 in 2024)		8,888,126			8,287,603
Depreciation and amortization		4,425,310			3,667,496
Impairment loss		10,041,000			-
Total operating expenses		125,335,653			110,543,890
Operating income (loss)		(4,094,810	)		4,272,113
Non-operating income (expense):
Interest expense		(13,318,321	)		(11,680,137	)
Gain on sale of investment		-			6,026,776
Other income, net		577,250			627,265
Loss before income taxes		(16,835,881	)		(753,983	)
Income tax benefit		(2,985,819	)		(486,216	)
Loss before equity in earnings of unconsolidated affiliates		(13,850,062	)		(267,767	)
Equity in earnings of unconsolidated affiliates, net of tax		(117,133	)		(284	)
Net loss		(13,967,195	)		(268,051	)
Net loss per Class A and Class B common share:
Basic and diluted	$	(0.47	)	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted		29,819,638			30,340,012

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Six Months Ended June 30,
	2023			2024
Cash flows from operating activities:
Net loss	$	(13,967,195	)	$	(268,051	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation		355,607			415,052
Provision for credit losses		525,814			291,000
Depreciation and amortization		4,425,310			3,667,496
Impairment loss		10,041,000			-
Amortization of loan fees		734,253			671,278
Gain on sale of investment		-			(6,026,776	)
Gain on repurchases of long-term debt		(973,208	)		-
Deferred income taxes		(3,144,387	)		(1,671,970	)
Equity in earnings of unconsolidated affiliates		117,133			284
Change in operating assets and liabilities:
Accounts receivable		858,277			5,957,880
Prepaid expenses		(3,591,131	)		(1,480,053	)
Other assets		947,918			(351,853	)
Accounts payable		726,744			(561,485	)
Other liabilities		2,840,148			1,656,819
Other operating activities		127,428			256,205
Net cash provided by operating activities		23,711			2,555,826
Cash flows from investing activities:
Capital expenditures		(2,016,185	)		(1,984,851	)
Proceeds from sale of investment		-			6,026,776
Net cash provided by (used in) investing activities		(2,016,185	)		4,041,925
Cash flows from financing activities:
Payments on debt		(1,983,750	)		-
Purchase of treasury stock		(67,767	)		(37,485	)
Net cash used in financing activities		(2,051,517	)		(37,485	)
Net increase (decrease) in cash and cash equivalents		(4,043,991	)		6,560,266
Cash and cash equivalents at beginning of period		39,534,653			26,733,921
Cash and cash equivalents at end of period	$	35,490,662		$	33,294,187
Cash paid for interest	$	12,569,776		$	11,514,380
Cash paid for income taxes	$	1,246,263		$	351,975

See accompanying notes to condensed consolidated financial statements

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Beasley Broadcast Group, Inc. and its subsidiaries (the “Company”) included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented, and all such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations; therefore the results shown on an interim basis are not necessarily indicative of results for the full year.

(2)

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which requires additional disclosures primarily related to the Company's income tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively. The Company is currently in the process of reviewing the new guidance.

In November 2023, the FASB issued guidance which requires additional disclosures for the Company's reportable segments, primarily related to significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within the fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently in the process of reviewing the new guidance.

(3)

Proceeds from BMI Sale

On March 8, 2024, the Company received $6.0 million related to the sale of an investment in Broadcast Music, Inc. ("BMI") and recorded a gain of $6.0 million. The gain on sale of investment is reported in the accompanying condensed consolidated statement of net loss for the six months ended June 30, 2024. After the sale, the Company no longer holds an investment in BMI.

(4)

FCC Licenses

During the second quarter of 2023, due to the potential sale of substantially all of the assets used in the operations of WJBR-FM in Wilmington, DE, the Company recorded an impairment loss of $10.0 million related to the Federal Communications Commission ("FCC") license. The Company completed the sale of WJBR-FM on October 5, 2023.

(5)

Long-Term Debt

Long-term debt is comprised of the following:


	December 31,			June 30,
	2023			2024
Secured notes	$	267,000,000		$	267,000,000
Less unamortized debt issuance costs		(2,796,990	)		(2,125,712	)
	$	264,203,010		$	264,874,288

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 “Notes”) under an indenture dated February 2, 2021 (the “Indenture”). Interest on the Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority-owned subsidiaries and are guaranteed jointly and severally by the Company and its majority-owned subsidiaries. The 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 our capital stock

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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. Prior to February 1, 2025, the Company will be subject to certain premiums, as defined in the Indenture, for optional or mandatory (upon certain contingent events) redemption of some or all of the Notes.

In the second quarter of 2023, the Company repurchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the repurchase.

(6)

Stockholders’ Equity

The changes in stockholders’ equity are as follows:


	Three months ended June 30,						Six months ended June 30,
	2023			2024			2023			2024
Beginning balance	$	220,100,965		$	149,127,330		$	223,488,808		$	148,978,635
Stock-based compensation		181,339			261,691			355,607			415,052
Purchase of treasury stock		(42,222	)		(24,849	)		(67,767	)		(37,485	)
Net loss		(10,430,629	)		(276,021	)		(13,967,195	)		(268,051	)
Ending balance	$	209,809,453		$	149,088,151		$	209,809,453		$	149,088,151

(7)

Net Revenue

Net revenue is comprised of the following:


	Three months ended June 30,				Six months ended June 30,
	2023		2024		2023		2024
Audio	$	50,448,093	$	47,430,080	$	97,866,059	$	90,858,207
Digital		12,301,269		13,005,577		22,278,054		23,957,796
Other		712,361		-		1,096,730		-
	$	63,461,723	$	60,435,657	$	121,240,843	$	114,816,003

The Company recognizes revenue when it satisfies a performance obligation under a contract with an advertiser. The transaction price is allocated to performance obligations based on executed contracts, which represent relative standalone selling prices. Payment is generally due within 30 days, although certain advertisers are required to pay in advance. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. The Company has elected to use the practical expedient to expense sales commissions as incurred. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the balance sheets. Substantially all deferred revenue is recognized within 12 months of the payment date.


	December 31,		June 30,
	2023		2024
Deferred revenue	$	4,835,984	$	4,832,273

Audio revenue includes revenue from the sale or trade of aired commercial spots to advertisers directly or through national, regional or local advertising agencies. Each commercial spot is considered a performance obligation. Revenue is recognized when the commercial spots have aired. Trade sales are recorded at the estimated fair value of the goods or services received. If commercial spots are aired before the goods or services are received, then a trade sales receivable is recorded. If goods or services are received before the commercial spots are aired, then a trade sales payable is recorded. Other revenue includes revenue from concerts, promotional events, talent fees and other miscellaneous items. Such revenue is generally recognized when the concert, promotional event, or talent services are completed.


	December 31,		June 30,
	2023		2024
Trade sales receivable	$	1,417,692	$	1,211,495
Trade sales payable		481,471		512,935

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


	Three months ended June 30,				Six months ended June 30,
	2023		2024		2023		2024
Trade sales revenue	$	1,466,652	$	1,211,615	$	2,847,494	$	2,476,078

Digital revenue includes revenue from the sale of streamed commercial spots, station-owned assets and third-party products. Each streamed commercial spot, station-owned asset and third-party product is considered a performance obligation. Revenue is recognized when the commercial spots have streamed. Station-owned assets are generally scheduled over a period of time and revenue is recognized over time as the digital items are used for advertising content, except for streamed commercial spots. Third-party products are generally scheduled over a period of time with an impression target each month. Revenue from the sale of third-party products is recognized over time as the digital items are used for advertising content and impression targets are met each month. The Company assesses each digital sales order to determine if the Company is operating as the principal or an agent. The Company currently operates as the principal for digital revenue.

(8)

Stock-Based Compensation

The Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”) permits the Company to issue up to 7.5 million shares of Class A common stock. The 2007 Plan allows for eligible employees, directors and certain consultants of the Company to receive restricted stock units, shares of restricted stock, stock options or other stock-based awards. The restricted stock units that have been granted under the 2007 Plan generally vest over one to five years of service.

A summary of restricted stock unit activity is presented below:


	Units			Weighted-Average Grant-Date Fair Value
Unvested as of April 1, 2024		726,084		$	1.50
Granted		390,661			0.66
Vested		(153,000	)		1.82
Forfeited		(15,000	)		0.95
Unvested as of June 30, 2024		948,745		$	1.07

As of June 30, 2024, there was $0.6 million of total unrecognized compensation cost for restricted stock units granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of 1.8 years.

(9)

Income Taxes

The Company’s effective tax rate was (7)% and (21)% for the three months ended June 30, 2023 and 2024, respectively, and (18)% and (64)% for the six months ended June 30, 2023 and 2024, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(10)

Earnings Per Share

Earnings per share calculation information is as follows:


	Three months ended June 30,						Six months ended June 30,
	2023			2024			2023			2024
Net loss attributable to BBGI stockholders	$	(10,430,629	)	$	(276,021	)	$	(13,967,195	)	$	(268,051	)
Weighted-average shares outstanding:
Basic		29,853,144			30,354,222			29,819,638			30,340,012
Effect of dilutive restricted stock units		-			-			-			-
Diluted		29,853,144			30,354,222			29,819,638			30,340,012
Net loss attributable to BBGI stockholders per Class A and Class B common share – basic and diluted	$	(0.35	)	$	(0.01	)	$	(0.47	)	$	(0.01	)

The Company excluded the effect of restrictive stock units and restricted stock under the treasury stock method when reporting a net loss as the addition of shares was anti-dilutive. As a result, the Company excluded 58,490 shares and 240,282 shares for the three months ended June 30, 2023 and 2024, respectively, and 57,775 shares and 282,042 shares for the six months ended June 30, 2023 and 2024, respectively.

(11)

Financial Instruments

The carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximates fair value due to the short-term nature of these financial instruments.

The estimated fair value of the Notes, based on available market information, was $173.2 million and $163.9 million as of December 31, 2023 and June 30, 2024, respectively. The Company used Level 2 measurements under the fair value measurement hierarchy to determine the estimated fair value of the Notes.

(12)

Segment Information

The Company currently operates two operating and reportable segments (Audio and Digital). The Company also operated an
esports segment until December 13, 2023. The identification of segments is consistent with how the segments report to and are
managed by the Company’s Chief Executive Officer (the Company’s Chief Operating Decision Maker). The Audio segment generates
revenue primarily from the sale of commercial advertising to customers of the Company’s stations in the following markets: Atlanta,
GA, 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 Digital segment generates revenue primarily
from the sale of digital advertising to customers of the Company’s stations and other advertisers throughout the United States.
Corporate expenses includes general and administrative expenses and certain other income and expense items not allocated to the
operating segments. Non-operating corporate items, including interest expense and income taxes, are reported in the accompanying
condensed consolidated statements of net loss.

Reportable segment information for the three months ended June 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	47,430,080	$	13,005,577	$	-		$	60,435,657
Operating expenses		39,468,898		9,878,895		-			49,347,793
Corporate expenses		-		-		3,879,771			3,879,771
Depreciation and amortization		1,594,673		52,440		185,781			1,832,894
Operating income (loss)	$	6,366,509	$	3,074,242	$	(4,065,552	)	$	5,375,199


	Audio		Digital		Corporate		Total
Capital expenditures	$	841,355	$	8,925	$	186,847	$	1,037,127

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Reportable segment information for the three months ended June 30, 2023 is as follows:


	Audio			Digital		Other			Corporate			Total
Net revenue	$	50,448,093		$	12,301,269	$	712,361		$	-		$	63,461,723
Operating expenses		39,369,033			10,786,584		1,171,945			-			51,327,562
Corporate expenses		-			-		-			4,405,031			4,405,031
Depreciation and amortization		1,737,441			47,201		199,290			212,053			2,195,985
Impairment losses		10,041,000			-		-			-			10,041,000
Operating income (loss)	$	(699,381	)	$	1,467,484	$	(658,874	)	$	(4,617,084	)	$	(4,507,855	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	811,663	$	8,777	$	5,412	$	21,053	$	846,905

Reportable segment information for the six months ended June 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	90,858,207	$	23,957,796	$	-		$	114,816,003
Operating expenses		77,901,810		20,686,981		-			98,588,791
Corporate expenses		-		-		8,287,603			8,287,603
Depreciation and amortization		3,190,926		104,879		371,691			3,667,496
Operating income (loss)	$	9,765,471	$	3,165,936	$	(8,659,294	)	$	4,272,113


	Audio		Digital		Corporate		Total
Capital expenditures	$	1,663,090	$	8,925	$	312,836	$	1,984,851

Reportable segment information for the six months ended June 30, 2023 is as follows:


	Audio		Digital		Other			Corporate			Total
Net revenue	$	97,866,059	$	22,278,054	$	1,096,730		$	-		$	121,240,843
Operating expenses		79,268,627		20,694,181		2,018,409			-			101,981,217
Corporate expenses		-		-		-			8,888,126			8,888,126
Depreciation and amortization		3,512,205		93,967		395,767			423,371			4,425,310
Impairment loss		10,041,000		-		-			-			10,041,000
Operating income (loss)	$	5,044,227	$	1,489,906	$	(1,317,446	)	$	(9,311,497	)	$	(4,094,810	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	1,949,777	$	11,590	$	25,534	$	29,284	$	2,016,185

Reportable segment information as of June 30, 2024 is as follows:


	Audio		Digital		Corporate		Total
Property and equipment, net	$	46,844,784	$	152,088	$	2,922,197	$	49,919,069
FCC licenses		393,006,900		-		-		393,006,900
Goodwill		-		922,000		-		922,000
Other intangibles, net		1,641,363		755,878		179,663		2,576,904

Reportable segment information as of December 31, 2023 is as follows:


	Audio		Digital		Other		Corporate		Total
Property and equipment, net	$	48,324,618	$	95,003	$	74,081	$	2,981,052	$	51,474,754
FCC licenses		393,006,900		-		-		-		393,006,900
Goodwill		-		922,000		-		-		922,000
Other intangibles, net		1,707,909		834,836		-		179,663		2,722,408

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

We are a multi-platform media company whose primary business is operating radio stations throughout the United States. We offer local and national advertisers integrated marketing solutions across audio, digital and event platforms. We own and operate stations in the following markets: Atlanta, GA, 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. 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.

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,” “plans,” “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:

•

the Company's ability to comply with the continued listing standards of the Nasdaq Capital Market;

•

risks from social and natural catastrophic events;

•

external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations;

•

the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues;

•

the ability of the Company to develop compelling and differentiated digital content, products and services;

•

audience acceptance of the Company’s content, particularly its audio programs;

•

the ability of the Company to respond to changes in technology, standards and services that affect the audio industry;

•

the Company’s dependence on federally issued licenses subject to extensive federal regulation;

•

actions by the FCC or new legislation affecting the audio industry;

•

increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;

•

the Company’s dependence on selected market clusters of stations for a material portion of its net revenue;

•

credit risk on the Company’s accounts receivable;

•

the risk that the Company’s FCC licenses and/or goodwill could become impaired;

•

the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends;

•

the potential effects of hurricanes on the Company’s corporate offices and stations;

•

the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming;

•

disruptions or security breaches of the Company’s information technology infrastructure and information systems;

•

the loss of key personnel;

•

the Company’s ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and their impact on the Company’s financial condition and results of operations;

•

the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and

•

other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including those set forth in the Company’s filings with the Securities and Exchange Commission.

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:

•

a station’s audience share in the demographic groups targeted by advertisers as measured principally by periodic reports issued by Nielsen Audio;

•

the number of stations, as well as other forms of media, in the market competing for the attention of the same demographic groups;

•

the supply of, and demand for, radio advertising time; and

•

the size of the market.

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 GAAP requires us to make estimates and assumptions that affect
reported amounts and related disclosures. We consider an accounting estimate to be critical if:

•

it involves a significant level of estimation uncertainty; and

•

changes in the estimate or different estimates that could have been selected have had or are reasonably likely to have a material impact on our results of operations or financial condition.

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, 2023. There have been no additional material changes to our critical accounting estimates during the six months ended June 30, 2024.

Recent Accounting Pronouncements

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

Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023

The following summary table presents a comparison of our results of operations for the three months ended June 30, 2023 and 2024, with respect to certain of our key financial measures. The changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.

Results of Operations - Consolidated


	Three Months Ended June 30,				Change
	2023		2024		$			%
Net revenue	$	63,461,723	$	60,435,657	$	(3,026,066	)		(4.8	)%
Operating expenses		51,327,562		49,347,793		(1,979,769	)		(3.9	)%
Corporate expenses		4,405,031		3,879,771		(525,260	)		(11.9	)%
Impairment loss		10,041,000		-		(10,041,000	)		(100.0	)%
Interest expense		6,724,469		6,092,829		(631,640	)		(9.4	)%
Income tax benefit		821,836		75,986		(745,850	)		(90.8	)%
Net loss		10,430,629		276,021		(10,154,608	)		(97.4	)%

Results of Operations - Segments


	Three Months Ended June 30,				Change
	2023		2024		$			%
Net revenue
Audio	$	50,448,093	$	47,430,080	$	(3,018,013	)		(6.0	)%
Digital		12,301,269		13,005,577		704,308			5.7	%
Other		712,361		-		(712,361	)		(100.0	)%
	$	63,461,723	$	60,435,657	$	(3,026,066	)		(4.8	)%
Operating expenses
Audio	$	39,369,033	$	39,468,898	$	99,865			0.3	%
Digital		10,786,584		9,878,895		(907,689	)		(8.4	)%
Other		1,171,945		-		(1,171,945	)		(100.0	)%
	$	51,327,562	$	49,347,793	$	(1,979,769	)		(3.9	)%

Net Revenue. Net revenue decreased $3.0 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. Audio revenue decreased $3.0 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to a decrease in local agency and direct revenue and the disposition of WJBR-FM in Wilmington, DE in October 2023. Digital revenue increased $0.7 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to continued growth in the digital segment. Other revenue decreased $0.7 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, due to the termination of our esports operations in December 2023.

Operating Expenses. Operating expenses decreased $2.0 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. Audio operating expenses increased $0.1 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in compensation expense related to workforce reductions, partially offset by the disposition of WJBR-FM in Wilmington, DE in October 2023. Digital operating expenses decreased $0.9 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to expense management in the digital segment. Other operating expenses decreased $1.2 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, due to the termination of our esports operations in December 2023.

Corporate Expenses. Corporate expenses decreased $0.5 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023, primarily due to an increase in digital expenses allocated to operating expenses.

Impairment Loss. During the second quarter of 2023, due to the potential sale of substantially all of the assets used in the operations of WJBR-FM in Wilmington, DE, we recorded an impairment loss of $10.0 million related to the FCC license.

Interest Expense. Interest expense decreased $0.6 million during the three months ended June 30, 2024 as compared to the three months ended June 30, 2023 due to repurchases of the Notes throughout 2023.

Income Tax Benefit. Our effective tax rate was approximately (7)% and (21)% for the three months ended June 30, 2023 and 2024, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the three months ended June 30, 2024 was $0.3 million compared to a net loss of $10.4 million for the three months ended June 30, 2023, as a result of the factors described above.

Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023

The following summary table presents a comparison of our results of operations for the six months ended June 30, 2023 and 2024, 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 Item 1 of this report.

Results of Operations - Consolidated


	Six Months Ended June 30,				Change
	2023		2024		$			%
Net revenue	$	121,240,843	$	114,816,003	$	(6,424,840	)		(5.3	)%
Operating expenses		101,981,217		98,588,791		(3,392,426	)		(3.3	)%
Corporate expenses		8,888,126		8,287,603		(600,523	)		(6.8	)%
Impairment loss		10,041,000		-		(10,041,000	)		(100.0	)%
Interest expense		13,318,321		11,680,137		(1,638,184	)		(12.3	)%
Gain on sale of investment		—		6,026,776		6,026,776			—
Income tax benefit		2,985,819		486,216		(2,499,603	)		(83.7	)%
Net loss		13,967,195		268,051		(13,699,144	)		(98.1	)%

Results of Operations - Segments


	Six Months Ended June 30,				Change
	2023		2024		$			%
Net revenue
Audio	$	97,866,059	$	90,858,207	$	(7,007,852	)		(7.2	)%
Digital		22,278,054		23,957,796		1,679,742			7.5	%
Other		1,096,730		-		(1,096,730	)		(100.0	)%
	$	121,240,843	$	114,816,003	$	(6,424,840	)		(5.3	)%
Operating expenses
Audio	$	79,268,627	$	77,901,810	$	(1,366,817	)		(1.7	)%
Digital		20,694,181		20,686,981		(7,200	)		(0.0	)%
Other		2,018,409		-		(2,018,409	)		(100.0	)%
	$	101,981,217	$	98,588,791	$	(3,392,426	)		(3.3	)%

Net Revenue. Net revenue decreased $6.4 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. Audio revenue decreased $7.0 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to a decrease in local agency and direct revenue and the disposition of WJBR-FM in Wilmington, DE in October 2023. Digital revenue increased $1.7 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to continued growth in the digital segment. Other revenue decreased $1.1 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, due to the termination of our esports operations in December 2023.

Operating Expenses. Operating expenses decreased $3.4 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. Audio operating expenses decreased $1.4 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to the disposition of WJBR-FM in Wilmington, DE in October 2023, partially offset by an increase in compensation expense related to workforce reductions. Digital operating expenses during the six months ended June 30, 2024 were comparable to the six months ended June 30, 2023. Other operating expenses decreased $2.0 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, due to the termination of our esports operations in December 2023.

Corporate Expenses. Corporate expenses decreased $0.6 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, primarily due to an increase in digital expenses allocated to operating expenses.

Interest Expense. Interest expense decreased $1.6 million during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023 due to repurchases of the Notes throughout 2023.

Gain on Sale of Investment. On March 8, 2024, we received $6.0 million related to the sale of an investment in Broadcast Music,
Inc. and recorded a gain of $6.0 million.

Income Tax Benefit. Our effective tax rate was approximately (18)% and (64)% for the six months ended June 30, 2023 and 2024, respectively. These rates differ from the federal statutory rate of 21% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

Net Loss. Net loss for the six months ended June 30, 2024 was $0.3 million compared to a net loss of $14.0 million for the six months ended June 30, 2023, 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 12 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. Historically, our capital expenditures have not been significant. 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.

Our board of directors 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 Indenture
governing our Notes limits our ability to pay dividends.

Secured Notes. On February 2, 2021, we issued $300.0 million aggregate principal amount of 8.625% senior secured notes due on February 1, 2026 (the “Notes”) under an indenture dated February 2, 2021 (the “Indenture”). Interest on the Notes accrues at the rate of 8.625% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority-owned subsidiaries and are guaranteed jointly and severally by the Company and its majority-owned subsidiaries. The 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 our 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 our assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of our subsidiaries.

In the second quarter of 2023, we repurchased $3.0 million principal amount of the Notes for a price equal to 66% of the principal amount and recorded a gain of $1.0 million as a result of the repurchase.

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 $37,000 to repurchase 52,579 shares during the six months ended June 30, 2024. From time to time, we may seek to repurchase, redeem or otherwise retire our Notes 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.

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

•

internally generated cash flow;

•

additional borrowings or notes offerings, to the extent permitted under the Indenture governing our Notes; and

•

additional equity offerings.

We believe we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next 12 months and thereafter. However, poor financial results or unanticipated expenses could give rise to default under the Notes, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect, and we may not secure financing when needed or on acceptable terms.

Off-Balance Sheet Arrangements. We did not have any off-balance sheet arrangements as of June 30, 2024.

Cash Flows. The following summary table presents a comparison of our cash flows for the six months ended June 30, 2023 and 2024 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Part I, Item 1 of this report.


	Six Months Ended June 30,
	2023			2024
Net cash provided by operating activities	$	23,711		$	2,555,826
Net cash provided by (used in) investing activities		(2,016,185	)		4,041,925
Net cash used in financing activities		(2,051,517	)		(37,485	)
Net increase (decrease) in cash and cash equivalents	$	(4,043,991	)	$	6,560,266

Net Cash Provided By Operating Activities. Net cash provided by operating activities was $2.6 million during the six months ended June 30, 2024, as compared to net cash provided by operating activities of approximately $24,000 during the six months ended June 30, 2023. The $2.5 million increase in net cash provided by operating activities was primarily due to a $1.1 million decrease in interest payments, a $1.0 million increase in other income, net, a $0.9 million decrease in income tax payments, and a $0.7 million decrease in cash paid for corporate expenses, partially offset by a $1.0 decrease in cash receipts from revenue.

Net Cash Provided By (Used In) Investing Activities. Net cash provided by investing activities during the six months ended June 30, 2024 included proceeds of $6.0 million from the sale of an investment, partially offset by payments of $2.0 million for capital expenditures. Net cash used in investing activities for the same period in 2023 included payments of $2.0 million for capital expenditures.

Net Cash Used In Financing Activities. Net cash used in financing activities during the six months ended June 30, 2023 included Notes repurchases of $2.0 million.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of the end of the period covered by this report.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We currently and from time to time are involved in ordinary routine litigation and are the subject of threats of litigation that are incidental to the conduct of our business. These include indecency claims and related proceedings at the FCC, as well as claims and threatened claims by private third parties. However, we are not a party to any lawsuit or other proceedings, or the subject of any threatened lawsuit or other proceedings, which, in the opinion of management, is likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS.

Except for the risk factor discussed below, there have been no material changes to the risks affecting our Company as previously
disclosed in Part I, Item 1A, “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2023.

There can be no assurance that we will be able to comply with the continued listing standards of the Nasdaq Capital Market.

Our Class A common stock, par value $0.001 per share (the “Common Stock”) is currently listed for trading on the Nasdaq Capital Market, and we must satisfy certain continued listing requirements to maintain the listing. On April 27, 2023, we received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that, for the last 30 consecutive business days, the bid price for the Common Stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). On May 19, 2023, we received a notice from Nasdaq notifying us that we had regained compliance with the Minimum Bid Price Requirement and that the matter was closed.

On October 13, 2023, we received a written notice from the Listing Qualifications Department of Nasdaq notifying us that, for the last 30 consecutive business days, the bid price for the Common Stock had closed below the Minimum Bid Price Requirement. In accordance with Nasdaq rules, we were provided with a period of 180 calendar days, or until April 10, 2024, to regain compliance.

On April 16, 2024, we received approval from Nasdaq to transfer the listing of the Common Stock from the Nasdaq Global Market to the Nasdaq Capital Market (the “Approval”). The Common Stock was transferred to the Nasdaq Capital Market at the opening of business on April 18, 2024, and continues to trade under the symbol “BBGI.” As a result of the Approval, we were granted an additional 180-day compliance period, or until October 7, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance with the Minimum Bid Price Requirement and qualify for continued listing on the Nasdaq Capital Market, the minimum bid price per share of the Company’s Common Stock must be at least $1.00 for at least ten consecutive business days during the additional 180-day compliance period.

We intend to actively monitor the closing bid price of the Common Stock and will consider all reasonable available options to regain compliance with the Minimum Bid Price Requirement, which may include seeking stockholder approval to effect a reverse stock split. There can be no assurance that we will regain compliance with the Minimum Bid Price Requirement by October 7, 2024, maintain compliance with the other Nasdaq listing requirements or be successful in appealing any delisting determination.

If we are delisted from Nasdaq but obtain a substitute listing for the Common Stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq. Stockholders may not be able to sell their shares of the Common Stock on any such substitute market in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if the Common Stock is delisted from Nasdaq, the value and liquidity of the Common Stock would likely be significantly adversely affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Repurchases of Equity Securities

The following table presents information with respect to purchases we made of our Common Stock during the three months ended June 30, 2024.


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program
April 1 – 30, 2024		-	$	-		-		-
May 1 – 31, 2024		7,416	$	0.67		-		-
June 1 – 30, 2024		30,505	$	0.65		-		-
Total		37,921

On March 27, 2007, our board of directors approved the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”). The original 10-year term of the 2007 Plan ended on March 27, 2017. Our stockholders approved an amendment to the 2007 Plan at the Annual Meeting of Stockholders on June 8, 2017 to, among other things, extend the term of the 2007 Plan until March 27, 2027. The 2007 Plan permits us to purchase sufficient shares to fund withholding taxes in connection with the vesting of restricted stock units. All shares purchased during the three months ended June 30, 2024 were purchased to fund withholding taxes in connection with the vesting of restricted stock units.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

During the three months ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1
trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Employment Agreement of Bruce G. Beasley

On August 14, 2024, Bruce G. Beasley was appointed as Vice Chair of the Board of Directors (the “Board”) of the Company. Mr. Bruce Beasley will continue in his role as President of the Company.

In connection with his appointment as Vice Chair, the Company entered into an amended and restated employment agreement with Mr. Bruce Beasley, effective as of August 14, 2024 (the “Employment Agreement”), which amends and restates his prior employment agreement with the Company, dated as of September 20, 2021, with the following changes:

•

Revises the term of the Employment Agreement to an initial term that expires on July 1, 2027, subject to renewal for successive one-year periods upon mutual agreement of the Company and Mr. Bruce Beasley in writing;

•

Provides for an annual base salary of $400,000, effective as of August 1, 2024, and eligibility to earn a discretionary annual bonus in an amount, if any, determined by the Compensation Committee of the Board;

•

Removes his entitlement to a monthly car allowance; and

•

Revises a portion of the cash severance payable upon a termination due to his death or disability, by the Company without cause or due to his resignation for good reason (a “Qualifying Termination”) that occurs in connection with or within two years following a change in control to match two times his base rate of pay in effect prior to the amendment and restatement, subject to the terms of the Employment Agreement.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Employment Agreements of Caroline Beasley and Brian E. Beasley

On August 14, 2024, each of Caroline Beasley, the Company’s Chief Executive Officer, and Brian E. Beasley, the Company’s Chief Operating Officer, entered into a letter agreement with the Company (each, a “Letter Agreement”) pursuant to which each agreed to extend the term of her or his respective employment agreement with the Company for an additional three-year term expiring on July 1, 2027. In connection with such extension, a portion of the cash severance payable under the applicable employment agreement was revised such that, upon a Qualifying Termination, each of Ms. Caroline Beasley and Mr. Brian Beasley will be entitled to receive, in addition to any other amounts provided under their respective employment agreements, her or his annual base salary (as such term is defined in the applicable employment agreement) until July 1, 2027 or for one year, whichever is greater.

The foregoing summary of the Letter Agreements does not purport to be complete and is qualified by reference to the full text of the Letter Agreements, which are filed as Exhibit 10.2 and Exhibit 10.3 hereto and incorporated herein by reference.

Restricted Stock Unit Grants

In connection with entering into the Employment Agreement and the Letter Agreements, on August 14, 2024, Mr. Bruce Beasley, Ms. Caroline Beasley and Mr. Brian Beasley were each granted restricted stock units under the Company’s 2007 Equity Incentive Award Plan in the following amounts: Mr. Bruce Beasley (162,500), Ms. Caroline Beasley (450,000) and Mr. Brian Beasley (380,000). A portion of each award of restricted stock units was vested on the grant date, and the remainder will vest in equal installments on each of June 30, 2025, 2026 and 2027, subject to the executive’s continued service with the Company through each such vesting date and accelerated vesting of a pro-rata portion of the restricted stock units in the event of the executive’s termination due to death or disability.

ITEM 6. EXHIBITS.


Exhibit Number		Description
10.1*		Amended and Restated Executive Employment Agreement by and between Beasley Broadcast Group, Inc. and Bruce G. Beasley, dated as of August 14, 2024.
10.2*		Letter Agreement by and between Beasley Broadcast Group, Inc. and Caroline Beasley, dated as of August 14, 2024.
10.3*		Letter Agreement by and between Beasley Broadcast Group, Inc. and Brian E, Beasley, dated as of August 14, 2024.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (17 CFR 240.15d-14(a)).
32.1**		Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.
32.2**		Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.
101.INS		XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		XBRL Taxonomy Extension Schema With Embedded Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Indicates a management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

** This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is
not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		BEASLEY BROADCAST GROUP, INC.

Dated: August 14, 2024		/s/ Caroline Beasley
		Name: Caroline Beasley
		Title: Chief Executive Officer (principal executive officer)

Dated: August 14, 2024		/s/ Marie Tedesco
		Name: Marie Tedesco
		Title: Chief Financial Officer (principal financial and accounting officer)

Exhibit 10.1

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) effective as of August 14, 2024 (the “Effective Date”), is made by and between Beasley Broadcast Group, Inc., a Delaware limited liability company (together with any successor thereto, the “Company”) and Bruce G. Beasley (the “Executive”).

WHEREAS, the Company and the Executive have entered into an Executive Employment Agreement, dated September 20, 2021 (the “Prior Employment Agreement”) and the Executive has been and is now employed by the Company;

WHEREAS, the Company desires to continue to assure itself of the services of the Executive and to continue to employ the Executive, and the Executive desires to continue to commit himself to serve the Company and to continue to be employed by the Company, on the terms herein provided; and

WHEREAS, the Company and the Executive desire to amend and restate the Prior Employment Agreement in its entirety with this Agreement effective as of the Effective Date;

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

Certain Definitions.

“Annual Base Salary” shall have the meaning set forth in Section 4.

“Board” shall mean the Board of Directors of the Company.

“Cause” for the Company to terminate the Executive’s employment hereunder shall exist upon the Executive’s:

fraud, theft, embezzlement, proven gross negligence in connection with Executive performing his duties and responsibilities hereunder.

ii.

conviction of a felony or a crime involving moral turpitude; or

iii.

breach of any material provision of this Agreement, including without limitation, Section 7 and Section 8, after notice given to Executive within ninety (90) days of Company first having direct knowledge of the occurrence of such material breach by Executive, and, to the extent curable, thirty (30) days opportunity for cure.

“Change in Control” shall mean any transaction or series of related transactions the consummation of which results in Executive (or Executive’s Immediate Family) holding or having a beneficial interest in shares of the Company’s capital stock having less than fifty percent (50%) of the voting power of the Company’s outstanding capital stock; provided that any such transaction is a bona fide transaction between the Company and a third party (or parties) unrelated to the Executive, as determined by the Board in good faith. For purposes of this Agreement, “Immediate Family” shall mean any person, trust, or estate who qualifies as a “Class B Permitted Transferee” as set forth in the Company’s Articles of Incorporation.

“Company” shall have the meaning set forth in the preamble hereto.

“Compensation Committee” means the compensation committee of the Board.

“Date of Termination” shall mean if the Executive’s employment is terminated (i) due to his death, the date of death as set forth in Section 5(a)(i); (ii) due to his Disability as set forth in Section 5(a)(ii), 30 days after receipt of the written notice as set forth in Section 5(b), (iii) pursuant to Section 5(a)(iii), or Section 5(a)(iv), the date of termination set forth in the written notice as set forth in Section 5(b), subject to the notice and cure provision set forth in Section 1(c)(iii), if applicable, (iv) pursuant to Section 5(a)(v), the date of termination set forth in the written notice as set forth in Section 5(b), subject to the applicable notice and cure period set forth in Section 1(k) and (v) pursuant to Section 5(a)(vi), 90 days after receipt of the written notice set forth in Section 5(b).

“Disability” shall mean the absence of the Executive from the Executive’s duties to the Company on a full-time basis for a period of 180 consecutive days as a result of incapacity due to mental or physical illness.

“Effective Date” of this Agreement shall have the meaning set forth in the preamble hereto.

“Executive” shall have the meaning set forth in the preamble hereto.

“Good Reason” shall mean the occurrence of any of the following events without the prior written consent of the Executive, provided that the Executive provides written notice to the Company of the occurrence of such event within ninety (90) days after Executive first has direct knowledge of the event, which written notice shall include a

description of the existence of the condition underlying such event, and the Company does not remedy such event within thirty (30) days of receipt of such written notice from the Executive:

Company fails to make payment or provide benefit(s) to the Executive hereunder;

ii.

a material diminution in the Executive’s Annual Base Salary;

iii.

a material diminution in the Executive’s authority, duties or responsibilities;

iv.

a material diminution in the budget over which the Executive retains authority;

a material change in the geographic location at which the Executive must perform services under this Agreement;

vi.

any other action or inaction that constitutes a material breach by the Company of this Agreement; or

vii.

a Change in Control.

Notwithstanding the foregoing, the Executive expressly acknowledges and agrees that none of the changes to Executive’s terms and conditions of employment as provided for under this Agreement shall constitute “Good Reason”.

“Notice of Termination” shall have the meaning set forth in Section 5(b).

“Term” shall have the meaning set forth in Section 2(b).

Employment.

Initial Term. The Company shall continue to employ the Executive and the Executive shall continue in the employ of the Company, for the period set forth in this Section 2, in the position set forth in Section 3 and upon the other terms and conditions herein provided. The initial term of employment under this Agreement (the “Initial Term”) shall be for the period beginning on the Effective Date of this Agreement and shall expire on July 1, 2027, unless earlier terminated as provided in Section 5.

Extension. The employment term hereunder shall be extended for successive one-year periods (collectively with the Initial Term, the “Term”) upon the mutual agreement of the parties in writing.

Position and Duties.

Generally. The Executive shall serve as the President of the Company. Subject to reasonable modification from time to time by the Board or by the Chief Executive Officer, Executive shall report to the Chief Executive Officer and Executive shall be responsible for such duties normally associated with such position. Executive shall supervise, control and have responsibility for the daily operating activities of certain radio stations owned by the Company, as designated by the Chief Executive Officer, including without limitation supervision of station management, personnel matters, short- and long-term strategic decision making, station budgets, management of third party relationships, and disbursements. Executive will, on a full-time basis, apply all of his skill and experience to the performance of his duties in such employment and will not, without the prior consent of the Board, devote substantial amounts of time to outside business activities. Notwithstanding the foregoing, Executive may devote a reasonable amount of his time to civic, community, charitable or passive investment activities.

Subsidiaries. If elected or appointed thereto, and only for the duration of such elected term or appointment, the Executive shall serve as a director of the Company and any of its subsidiaries and/or in one or more executive offices of any of such subsidiaries, provided that the Executive is indemnified for serving in any and all such capacities as provided for in the Company By-laws or otherwise.

Compensation and Related Matters.

Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate of $400,000 per annum; and (ii) an amount equal to the amount payable by the Executive for coverage under the benefit plans referred to in Section 4(c)(ii) and, to the extent not covered by Section 4(c)(ii), the Executive’s premiums for Medicare supplemental insurance (such amount the “Gross Up Amount”), provided that the Gross Up Amount is paid to the Executive no later than March 15th of the year following the calendar year in which it is earned; and (iii) an additional amount equal to taxes payable by the Executive as a result of the receipt by the Executive of the Gross Up Amount, provided that such additional amount is paid to the Executive no later than the end of the calendar year following the calendar year in which such taxes are paid by the Executive (the “Tax Reimbursement”) (such salary, collectively, the “Annual Base Salary”). The Annual Base Salary shall be paid in arrears in substantially equal installments at monthly or more frequent intervals, in accordance with the normal payroll practices of the Company. The Annual Base Salary shall be effective retroactively to August 1, 2024 and the amounts, if any, that the Executive received under this Agreement that are in excess of amounts that would have been received by the

Executive if this Agreement were effective as of August 1, 2024 shall be deducted from the first salary payment made to the Executive after the Effective Date.

Bonus. Executive may be eligible to receive an annual performance bonus (the “Annual Bonus”). The amount of the Annual Bonus, if any, will be determined by the Compensation Committee of the Board and based on criteria established by the Compensation Committee in its sole discretion. The Annual Bonus, if any, shall be paid in no event later than March 15th of the calendar year following the calendar year in which such bonus is earned.

Benefits. (i) The Executive shall be eligible to participate in the Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan and such other equity based or incentive compensation plans or programs as may be adopted by the Company from time to time (collectively, the “Equity Plan”) for its senior executives, at such level and in such amounts as may be determined by the Compensation Committee in its sole discretion, subject to the terms and conditions of the Equity Plan and any applicable award agreements. (ii) The Executive shall be entitled to participate in the other employee benefit plans, programs and arrangements of the Company in effect during the Term (including, without limitation, at the time of execution of this Agreement, health insurance, dental insurance, vision insurance, long-term disability coverage, short term disability, cellular phone reimbursement, and vacation for Executive and his eligible dependents) now (or, to the extent determined by the Compensation Committee, hereafter) in effect which are applicable to the senior officers of the Company (the “Eligible Benefit Plans”), subject to and on a basis consistent with the terms, conditions and overall administration thereof. The Executive agrees that nothing contained in this Agreement shall prevent the Company from terminating or modifying any such Eligible Benefit Plans in whole or in part at any time.

Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company, in accordance with the Company’s documentation and other policies with respect thereto.

Termination.

The Executive’s employment hereunder and the Term may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

Circumstances.

Death. The Executive’s employment hereunder shall terminate upon his death. In the event of the death of the Executive during the Term of this Agreement, Company shall pay to Executive or Executive’s widow, if surviving, otherwise to his estate or legal representative, the Executive’s prorated Annual Base Salary and all vested benefits referenced herein through the Date of Termination.

ii.

Disability. If the Company determines in good faith that the Executive has incurred a Disability, the Company shall give the Executive a minimum of thirty (30) days’ written notice of its intention to terminate the Executive’s employment after the 180 day period referenced in Section 1(h) (the “Disability Notice”). In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of the Disability Notice, provided that within the 30 days after such receipt, the Executive either has not returned to full-time performance of his duties or requested a return to performance of his duties with a reasonable accommodation for his Disability. The Executive shall receive the prorated Annual Base Salary and all vested benefits referenced herein through the Date of Termination.

iii.

Termination for Cause. The Company may terminate the Executive’s employment hereunder for Cause. The Executive shall receive his prorated Annual Base Salary and all vested benefits referenced herein through the Date of Termination.

iv.

Termination without Cause. The Company may terminate the Executive’s employment without Cause. The Executive shall receive his prorated Annual Base Salary and all vested benefits referenced herein through the Date of Termination.

Resignation for Good Reason. The Executive may terminate his employment for Good Reason. The Executive shall receive his prorated Annual Base Salary and all vested benefits referenced herein through the Date of Termination.

vi.

Resignation without Good Reason. The Executive may resign his employment without Good Reason upon 90 days written notice to the Company. The Executive shall receive his prorated Annual Base Salary and all vested benefits referenced herein through the Date of Termination.

Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 5 (other than termination pursuant to Section 5(a)(i)) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s

employment under the provision so indicated, and specifying a Date of Termination (a “Notice of Termination”) which, except in the case of termination for Cause or resignation for Good Reason, shall be at least fourteen days following the date of such notice or thirty days if termination is pursuant to Section 5(a)(ii) and not more than forty-five days, except that in the case of a resignation without Good Reason shall be at least ninety (90) days following the date of such notice.

Severance Payments.

Entitlement to Severance Payments. Subject to Section 6(b), if the Executive’s employment terminates due to Executive’s death (pursuant to Section 5(a)(i)), pursuant to a termination without Cause (pursuant to Section 5(a)(iv)), due to Disability (pursuant to Section 5(a)(ii)) or resignation for Good Reason (pursuant to Section 5(a)(v)), then provided that the Executive’s termination of employment constitutes a “separation from service” as defined under Treas. Reg. Section 1.409A-1(h):

The Company shall pay/distribute the following severance payment (“Severance Payment”) to the Executive, or in the event of Executive’s death to Executive’s widow, if surviving, otherwise to his estate or legal representative: (a) an amount equal to his then Annual Base Salary for the remainder of the Initial Term or one year, whichever is greater (the “Severance Period”), payable over the Severance Period at the same time and in the same manner as such Annual Base Salary would have been paid if the Executive had remained in active employment until the end of the Severance Period in accordance with the Company’s normal payroll practices as in effect on the date of termination of the Executive’s employment and (b) an amount equal to the highest Annual Bonus paid to Executive during the preceding three (3) year period, or $600,000.00, whichever is greater, payable in a single installment within sixty (60) days of the Date of Termination. Notwithstanding the foregoing, if the Executive’s employment termination occurs (x) during any period when the Company is party to a binding agreement obligating the Company to enter into a transaction or series of transactions that, when consummated, will constitute a Change in Control or (y) on or within two years following the date of a Change in Control, then the Severance Payment shall be the greater of the amount of the Severance Payment determined in accordance with the immediately preceding sentence or an amount equal to the sum of (A) $1,200,000 and (B) two (2) times the highest Annual Bonus paid to Executive during the preceding three (3) year period, which amount shall be paid in a single installment on the sixtieth (60th) day following the Date of Termination to the extent such payment does not result in the imposition of an excise tax under Section 409A of the Code and shall otherwise be paid as provided in this first sentence of this Section 6(a)(i).

ii.

Executive shall be entitled to continue coverage under the Company’s group health plan as required by Section 4980B of the Code (“COBRA”) and the Company’s group life plan for the eighteen month period commencing on the Date of Termination. The Company shall pay Executive’s (and his eligible dependents) premiums under COBRA (except to the extent it results in a duplication of payments made to Executive under Section 6(a)(i) of this Agreement) until the earlier of (A) eighteen months following the Date of Termination or (B) the date the Executive becomes eligible for coverage under another group health plan (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section 6(a)(ii), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company.

iii.

Notwithstanding the terms or conditions of the Equity Plan or any stock option or other award agreement between the Company and the Executive, all granted and outstanding stock options and other stock-based awards, shall become fully vested and, to the extent applicable, exercisable as of the Date of Termination, and, to the extent exercisable, shall remain exercisable until the earlier to occur of (A) the expiration of such stock option or other award pursuant to its terms or (B) the expiration of 90 days following the Date of Termination.

Release. Notwithstanding anything to the contrary in this Section 6, the Executive shall not be entitled to any severance payments or benefits under Section 6(a), unless the Executive, or in the case of Executive’s death, the Executive’s widow, if surviving, otherwise his estate executor or legal representative (or, alternatively, whomever is entitled to the severance payment set forth in Section 6(a)(i)), executes and does not revoke the release of claims in substantially the form attached hereto as Exhibit A (and such release becomes effective and irrevocable) within thirty (30) days following the Date of Termination. Notwithstanding anything to the contrary in this Section 6, the payments due under Section 6(a)(i) shall be payable commencing on the Company’s first payroll date occurring on

or after the 30th day following the Date of Termination (the “First Payroll Date”), and any amounts that would otherwise have been paid pursuant to such Section 6(a)(i) prior to the First Payroll Date shall be paid in a lump-sum on the First Payroll Date. To the extent that, in the event of Executive’s death, Florida law does not allow the Executive’s widow, if surviving, or his estate executor or legal representative (or, alternatively, whomever is entitled to the severance payment set forth in Section 6(a)(i)) to execute the release of claims, then the individual authorized under Florida law to release claims on behalf of a deceased individual, if any, shall execute the release of claims set forth above. If no person is authorized under Florida law, then this provision shall be waived.

Survival. The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.

Mitigation of Damages. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amount payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced (except as provided in Section 6(a)(ii)) whether or not the Executive obtains other employment. Neither the Executive nor the Company shall be liable to the other party for any damages in addition to the amounts payable under Section 6 arising out of the termination of the Executive’s employment prior to the end of the Term (except as provided in Section 9).

Restrictive Covenants.

Non-Competition. The “Term of Non-Competition” shall be defined as the term beginning on the date hereof and continuing until the first anniversary of the Date of Termination; provided, however, that if the Executive’s employment is terminated by the Company, other than for Cause, or terminated by Executive for Good Reason as set forth in Section 5(a)(v), the Term of Non-Competition shall expire upon the earlier of the first anniversary of the Date of Termination or the date that the Executive waives his entitlement to any further payments under Section 6, or the Date of Termination if no payments are to be made under Section 6. During the Term of Non‑Competition, the Executive shall not, without the prior written consent of the Board, directly or indirectly engage in, or have any equity interest in, or manage, be employed or engaged by or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in, any business which competes with any business of the Company or any entity owned by it that is within 75 miles of any transmission site on which the Company or any entity owned by it operates a radio station at the Date of Termination, provided, however, that the Executive shall be permitted to acquire a stock interest in such a corporation provided such stock is publicly traded and the stock so acquired is not more than five percent (5%) of the outstanding shares of such corporation.

Construction of this Section. In the event the terms of this Section 7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

Nondisclosure of Proprietary Information.

Confidentiality. Except as required in the faithful performance of the Executive’s duties hereunder or pursuant to subsection (c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company, including, without limitation, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

Return of Materials. Upon termination of the Executive’s employment with Company for any reason and upon the Company’s request, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes and/or which contain proprietary information or trade secrets. Executive shall keep his cellular phone and phone number.

Response to Legal Process. The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, and shall, as much in advance of the return date as

possible, make available to the Company and its counsel the documents and other information sought and shall assist such counsel in resisting or otherwise responding to such process.

Certain Exclusions. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit the Executive from reporting possible violations of Federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of State or Federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, the Company hereby notifies the Executive that, notwithstanding anything to the contrary herein: (a) the Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any Federal or State trade secret law (i) for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) if the Executive files a lawsuit for retaliation by Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney, and may use the trade secret information in the court proceeding, if the Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

Injunctive Relief.

It is recognized and acknowledged by the Executive that a breach of the covenants contained in Sections 7 and 8 will cause irreparable damage to Company and its goodwill, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Executive agrees that in the event of a breach of any of the covenants contained in Sections 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company will be entitled to seek specific performance and injunctive relief.

10.

Binding on Successors.

This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. The Company may assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company. The Executive may not assign the Executive’s rights or obligations under this Agreement other than the Executive’s rights to payments hereunder, which may only be assigned by will or the operation of the laws of descent and distribution.

11.

Governing Law.

This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Florida, without reference to the principles of conflicts of law of the State of Florida or any other jurisdiction, and where applicable, the laws of the United States. Executive agrees that any claim arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts of competent jurisdiction for Collier County, Florida. Executive consents to the personal jurisdiction of such courts and thereby waives: (a) any objection to jurisdiction or venue; or (b) any defense claiming lack of jurisdiction or improper venue, in any action brought in such courts. Executive further acknowledges that Employee is executing this Agreement in the State of Florida.

12.

Validity.

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13.

Notices.

Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by overnight courier service or certified or registered mail, postage prepaid, as follows:

Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, Florida 34103
Attn: Chief Executive Officer

With a copy to: Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200

Naples, Florida 34103
Attn: General Counsel

If to the Executive, to his at the address set forth below under his signature; or at any other address as any party shall have specified by notice in writing to the other parties.

14.

Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

15.

Entire Agreement.

The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement. The parties agree that this Agreement replaces and supersedes the Prior Employment Agreement in its entirety.

16.

Amendments; Waivers.

This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer of the Company. By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

17.

No Inconsistent Actions.

The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

18.

Arbitration.

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators in Collier County, Florida in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that the Company shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 7 or 8 of this Agreement and the Executive hereby consents that such restraining order or injunction may be granted without the necessity of the Company’s posting any bond. The fees and expense of the arbitrator shall be borne by the Company. The prevailing party in any action or arbitration proceeding hereunder shall be entitled to recover its reasonable attorney’s fees and costs from the other party.

19.

Claw-back.

All compensation received by Executive shall be subject to the provisions of the Company’s Policy for Recovery of Erroneously Awarded Compensation and any other claw-back or recoupment policy implemented by the Company, including any policy intended to comply with applicable law, regulation or stock exchange rule.

20.

Withholding

The Company shall be entitled to withhold from any amounts payable under this Agreement, any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold.

21.

Section 409A.

Notwithstanding anything to the contrary in this Agreement, if at the time of the Executive’s separation from service with the Company, the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as determined by the Company in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent any

accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to the Executive) until the date that is at least six (6) months following the Executive’s separation from service with the Company (or the earliest date permitted under Section 409A of the Code), whereupon the Company will pay the Executive a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to the Executive under this Agreement during the period in which such payments or benefits were deferred. Thereafter, payments will resume in accordance with this Agreement. For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments under this Agreement, including each payment made after a “separation from service,” will be considered as a right to receive a series of separate payments.

This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (a) the gross income inclusion set forth within Code Section 409A(a)(1)(A) or (b) the interest and additional tax set forth within Code Section 409A(a)(1)(B) (together, referred to herein as the “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In no event shall the Company be required to provide a tax gross-up payment to Executive with respect to Section 409A Penalties.

Notwithstanding anything to the contrary in this Agreement, in-kind benefits and reimbursements provided under this Agreement during any calendar year shall not affect in-kind benefits or reimbursements to be provided in any other calendar year, other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code, and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be promptly made to the Executive following such submission, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred. In no event shall the Executive be entitled to any reimbursement payments after December 31st of the calendar year following the calendar year in which the expense was incurred. This paragraph shall only apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive.

Additionally, in the event that following the date hereof the Company or the Executive reasonably determines that any compensation or benefits payable under this Agreement may be subject to Section 409A of the Code, the Company and the Executive shall work together to adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other commercially reasonable actions necessary or appropriate to (x) exempt the compensation and benefits payable under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement or (y) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance.

22.

Indemnification.

Company hereby indemnifies, holds harmless and agrees to defend Executive from and against any and all losses, claims, demands, damages, costs, expenses and liabilities including without limitation, reasonable attorneys’ fees and disbursements incurred in connection therewith as set forth in the By-laws of the Company.

23.

Survival.

The obligations, covenants, rights and remedies of the Parties under Sections 6 through 11, 13 and 18 through 23 shall expressly extend beyond and survive termination of this Agreement and the Term.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.

Beasley Broadcast Group, Inc.

By: /s/ Caroline Beasley
Name: Caroline Beasley
Title: Chief Executive Officer

THE EXECUTIVE

/s/ Bruce G. Beasley
Name: Bruce G. Beasley

Exhibit A

General Release and Waiver

For and in consideration of the payments and other benefits due to Bruce G. Beasley (the “Executive”) pursuant to Section 6 of the Executive Employment Agreement, effective as of August 8, 2024 (the “Employment Agreement”), by and between Beasley Broadcast Group, Inc. (the “Company”) and the Executive, and for other good and valuable consideration, the Executive hereby, for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, forever releases and discharges the Company, and any of its divisions, affiliates, subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from, and covenants not to sue for, any and all claims of any kind arising out of, or related to, Executive’s employment with the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”) or the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, Florida Civil Rights Act, Fla. Stat. Sec. 760.01 et. seq., the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et.seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201et. seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et.seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

The Executive has read this Release carefully, acknowledges that the Executive has been given at least twenty-one (21) days to consider all of its terms (and the parties agree that such time period to review this Release shall not be extended upon any material or immaterial changes to this Release) and has been advised to consult with an attorney and any other advisors of the Executive’s choice prior to executing this Release, and the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any rights and claims under the Age Discrimination in Employment Act. The Executive understands and acknowledges that the consideration given for this Release is in addition to anything of value to which the Executive was already entitled. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke Executive’s agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Employment Agreement until the eighth (8th) day after the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily. The Executive is advised that nothing in this Release prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the Age Discrimination in Employment Act, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by Federal law.

Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under Section 6 of the Employment Agreement or under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; or (ii) rights to indemnification, contribution or liability insurance coverage the Executive may have under the by-laws of the Company or applicable law. Furthermore, this Release does not release claims that cannot be released as a matter of law, and nothing in this Release prohibits the Executive from reporting possible violations of Federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of State or Federal law or regulation (including the right to receive an award for information provided to any such government agencies).

Sections 11, 13 and 18 of the Employment Agreement shall also apply to this Release. This Release is final and binding and may not be changed or modified except in a writing signed by both parties. In the event that any provision or any portion of any provision hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Release shall continue in full force and effect without said provision or portion of provision.

    Date 
August 14, 2024

    BRUCE G. BEASLEY
/s/ Bruce G. Beasley

    Date 
August 14, 2024

    BEASLEY BROADCAST GROUP, INC.
/s/ Caroline Beasley

Exhibit 10.2

Caroline Beasley

August 14, 2024

RE: Employment Agreement Renewal

Dear Caroline:

Reference is made to that certain Executive Employment Agreement (the “Employment Agreement”), dated as of September 20, 2021, by and between you and Beasley Broadcast Group, Inc. (the “Company”).

The initial term of the Employment Agreement expired on July 1, 2024. Notwithstanding Section 2(b) of the Employment Agreement, this letter serves as mutual agreement between you and the Company that the term of the Employment Agreement be extended for an additional three-year period expiring on July 1, 2027 (such additional three-year term, the “Initial Term” for purposes of the Employment Agreement); provided that, for purposes of Section 4(a) of the Employment Agreement, the Initial Term will be deemed to have expired and you will continue to receive the Annual Base Salary and Base Rate of Pay (as such terms are defined in the Employment Agreement) set forth in the second sentence of such Section 4(a).

Please acknowledge your agreement with the terms of this letter by signing below and returning a signed copy of this letter to the Company within five (5) days of the date of this letter.

Sincerely,

Beasley Broadcast Group, Inc.

By: /s/ Marie Tedesco

Name: Marie Tedesco

Title: Chief Financial Officer and Executive Vice President

AGREED AND ACCEPTED:

/s/ Caroline Beasley

Caroline Beasley

Exhibit 10.3

Brian E. Beasley

August 14, 2024

RE: Employment Agreement Renewal

Dear Brian:

Please acknowledge your agreement with the terms of this letter by signing below and returning a signed copy of this letter to the Company within five (5) days of the date of this letter.

Sincerely,

Beasley Broadcast Group, Inc.

By: /s/ Caroline Beasley

Name: Caroline Beasley

Title: Chief Executive Officer

AGREED AND ACCEPTED:

/s/ Brian E. Beasley

Brian E. Beasley

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Caroline Beasley, certify that:

I have reviewed this quarterly report on Form 10-Q of Beasley Broadcast Group, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: August 14, 2024		/s/ Caroline Beasley
		Title: Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Marie Tedesco, certify that:

I have reviewed this quarterly report on Form 10-Q of Beasley Broadcast Group, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: August 14, 2024		/s/ Marie Tedesco
		Title: Chief Financial Officer

Exhibit 32.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Beasley Broadcast Group, Inc. (the “Company”) hereby certifies to such officer’s knowledge that:

(i)

the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: August 14, 2024		/s/ Caroline Beasley
		Caroline Beasley
		Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit 32.2

Certification of Chief Financial Officer

(i)

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: August 14, 2024		/s/ Marie Tedesco
		Marie Tedesco
		Chief Financial Officer

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2024	Aug. 06, 2024
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Trading Symbol	BBGI
Entity Registrant Name	BEASLEY BROADCAST GROUP, INC.
Entity Central Index Key	0001099160
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Interactive Data Current	Yes
Entity Address, State or Province	FL
Entity Tax Identification Number	65-0960915
Entity Address, Address Line One	3033 Riviera Drive
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Naples
Entity Address, Postal Zip Code	34103
City Area Code	239
Local Phone Number	263-5000
Security Exchange Name	NASDAQ
Title of 12(b) Security	Class A Common Stock, par value $0.001 per share
Entity File Number	000-29253
Entity Incorporation, State or Country Code	DE
Document Transition Report	false
Document Quarterly Report	true
Class A Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		13,796,612
Class B Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		16,662,743

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 33,294,187	$ 26,733,921
Accounts receivable, less allowance for credit losses of $1,752,058 in 2023 and $1,473,743 in 2024	47,175,316	53,424,196
Prepaid expenses	5,818,556	4,338,503
Other current assets	2,134,690	2,150,163
Total current assets	88,422,749	86,646,783
Property and equipment, net	49,919,069	51,474,754
Operating lease right-of-use assets	33,431,749	34,767,126
FCC licenses	393,006,900	393,006,900
Goodwill	922,000	922,000
Other intangibles, net	2,576,904	2,722,408
Other assets	4,888,812	4,727,967
Total assets	573,168,183	574,267,938
Current liabilities:
Accounts payable	13,737,563	14,299,048
Operating lease liabilities	8,283,652	8,082,981
Other current liabilities	27,900,560	25,913,827
Total current liabilities	49,921,775	48,295,856
Long-term debt, net of unamortized debt issuance costs	264,874,288	264,203,010
Operating lease liabilities	31,621,104	33,440,246
Deferred tax liabilities	70,222,945	71,894,915
Total liabilities	424,080,032	425,289,303
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued
Additional paid-in capital	153,209,210	152,794,353
Treasury stock, Class A common stock; 3,737,441 shares in 2023; 3,790,020 shares in 2024	(29,276,664)	(29,239,179)
Retained earnings	24,774,875	25,042,926
Accumulated other comprehensive income	346,484	346,484
Total stockholders' equity	149,088,151	148,978,635
Total liabilities and stockholders' equity	573,168,183	574,267,938
Class A Common Stock [Member]
Stockholders' equity:
Common stock	17,584	17,389
Class B Common Stock [Member]
Stockholders' equity:
Common stock	16,662	16,662
Due to Related Parties [Member]
Current liabilities:
Other long-term liabilities	39,663	55,019
Nonrelated Party [Member]
Current liabilities:
Other long-term liabilities	$ 7,400,257	$ 7,400,257

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Allowance for doubtful accounts	$ 1,473,743	$ 1,752,058
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Class A Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	17,586,632	17,391,382
Common stock, shares outstanding	13,796,612	13,653,941
Treasury stock, Class A common stock shares	3,790,020	3,737,441
Class B Common Stock [Member]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	16,662,743	16,662,743
Common stock, shares outstanding	16,662,743	16,662,743

Condensed Consolidated Statements of Net Loss - USD ($)	3 Months Ended		6 Months Ended
Condensed Consolidated Statements of Net Loss - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net revenue	$ 60,435,657	$ 63,461,723	$ 114,816,003	$ 121,240,843
Operating expenses:
Operating expenses	49,347,793	51,327,562	98,588,791	101,981,217
Corporate expenses	3,879,771	4,405,031	8,287,603	8,888,126
Depreciation and amortization	1,832,894	2,195,985	3,667,496	4,425,310
Impairment loss		10,041,000		10,041,000
Total operating expenses	55,060,458	67,969,578	110,543,890	125,335,653
Operating income (loss)	5,375,199	(4,507,855)	4,272,113	(4,094,810)
Non-operating income (expense):
Interest expense	(6,092,829)	(6,724,469)	(11,680,137)	(13,318,321)
Gain on sale of investment			6,026,776
Other income, net	357,260	36,735	627,265	577,250
Loss before income taxes	(360,370)	(11,195,589)	(753,983)	(16,835,881)
Income tax benefit	(75,986)	(821,836)	(486,216)	(2,985,819)
Loss before equity in earnings of unconsolidated affiliates	(284,384)	(10,373,753)	(267,767)	(13,850,062)
Equity in earnings of unconsolidated affiliates, net of tax	8,363	(56,876)	(284)	(117,133)
Net loss	$ (276,021)	$ (10,430,629)	$ (268,051)	$ (13,967,195)
Net loss per Class A and Class B common share:
Basic	$ (0.01)	$ (0.35)	$ (0.01)	$ (0.47)
Diluted	$ (0.01)	$ (0.35)	$ (0.01)	$ (0.47)
Weighted average shares outstanding:
Basic	30,354,222	29,853,144	30,340,012	29,819,638
Diluted	30,354,222	29,853,144	30,340,012	29,819,638

Condensed Consolidated Statements of Net Loss (Parenthetical) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Stock-based compensation			$ 415,052	$ 355,607
Station Operating Expenses [Member]
Stock-based compensation	$ 13,679	$ 39,416	35,917	72,220
Corporate General and Administrative Expenses [Member]
Stock-based compensation	$ 248,012	$ 141,923	$ 379,135	$ 283,387

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net Income (Loss)	$ (268,051)	$ (13,967,195)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation	415,052	355,607
Provision for credit losses	291,000	525,814
Depreciation and amortization	3,667,496	4,425,310
Impairment loss		10,041,000
Amortization of loan fees	671,278	734,253
Gain on sale of investment	(6,026,776)
Gain on repurchases of long-term debt		(973,208)
Deferred income taxes	(1,671,970)	(3,144,387)
Equity in earnings of unconsolidated affiliates	284	117,133
Change in operating assets and liabilities:
Accounts receivable	5,957,880	858,277
Prepaid expenses	(1,480,053)	(3,591,131)
Other assets	(351,853)	947,918
Accounts payable	(561,485)	726,744
Other liabilities	1,656,819	2,840,148
Other operating activities	256,205	127,428
Net cash provided by operating activities	2,555,826	23,711
Cash flows from investing activities:
Capital expenditures	(1,984,851)	(2,016,185)
Proceeds from sale of investment	6,026,776
Net cash provided by (used in) investing activities	4,041,925	(2,016,185)
Cash flows from financing activities:
Payments on debt		(1,983,750)
Purchase of treasury stock	(37,485)	(67,767)
Net cash used in financing activities	(37,485)	(2,051,517)
Net increase (decrease) in cash and cash equivalents	6,560,266	(4,043,991)
Cash and cash equivalents at beginning of period	26,733,921	39,534,653
Cash and cash equivalents at end of period	33,294,187	35,490,662
Cash paid for interest	11,514,380	12,569,776
Cash paid for income taxes	$ 351,975	$ 1,246,263

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (276,021)	$ (10,430,629)	$ (268,051)	$ (13,967,195)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Interim Financial Statements

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Interim Financial Statements

(1)

Interim Financial Statements

Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Recent Accounting Pronouncements

(2)

Recent Accounting Pronouncements

Proceeds from BMI Sale	6 Months Ended
Proceeds from BMI Sale	Jun. 30, 2024
Investments, All Other Investments [Abstract]
Proceeds from BMI Sale	(3) Proceeds from BMI Sale On March 8, 2024, the Company received $6.0 million related to the sale of an investment in Broadcast Music, Inc. ("BMI") and recorded a gain of $6.0 million. The gain on sale of investment is reported in the accompanying condensed consolidated statement of net loss for the six months ended June 30, 2024. After the sale, the Company no longer holds an investment in BMI.

FCC Licenses	6 Months Ended
FCC Licenses	Jun. 30, 2024
FCC Licenses [Abstract]
FCC Licenses	(4) FCC Licenses During the second quarter of 2023, due to the potential sale of substantially all of the assets used in the operations of WJBR-FM in Wilmington, DE, the Company recorded an impairment loss of $10.0 million related to the Federal Communications Commission ("FCC") license. The Company completed the sale of WJBR-FM on October 5, 2023.

Long-Term Debt

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Long-Term Debt

(5)

Long-Term Debt

Long-term debt is comprised of the following:


	December 31,			June 30,
	2023			2024
Secured notes	$	267,000,000		$	267,000,000
Less unamortized debt issuance costs		(2,796,990	)		(2,125,712	)
	$	264,203,010		$	264,874,288

Stockholders' Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Stockholders' Equity

(6)

Stockholders’ Equity

The changes in stockholders’ equity are as follows:


	Three months ended June 30,						Six months ended June 30,
	2023			2024			2023			2024
Beginning balance	$	220,100,965		$	149,127,330		$	223,488,808		$	148,978,635
Stock-based compensation		181,339			261,691			355,607			415,052
Purchase of treasury stock		(42,222	)		(24,849	)		(67,767	)		(37,485	)
Net loss		(10,430,629	)		(276,021	)		(13,967,195	)		(268,051	)
Ending balance	$	209,809,453		$	149,088,151		$	209,809,453		$	149,088,151

Net Revenue

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Net Revenue

(7)

Net Revenue

Net revenue is comprised of the following:


	Three months ended June 30,				Six months ended June 30,
	2023		2024		2023		2024
Audio	$	50,448,093	$	47,430,080	$	97,866,059	$	90,858,207
Digital		12,301,269		13,005,577		22,278,054		23,957,796
Other		712,361		-		1,096,730		-
	$	63,461,723	$	60,435,657	$	121,240,843	$	114,816,003


	December 31,		June 30,
	2023		2024
Deferred revenue	$	4,835,984	$	4,832,273


	December 31,		June 30,
	2023		2024
Trade sales receivable	$	1,417,692	$	1,211,495
Trade sales payable		481,471		512,935


	Three months ended June 30,				Six months ended June 30,
	2023		2024		2023		2024
Trade sales revenue	$	1,466,652	$	1,211,615	$	2,847,494	$	2,476,078

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

(8)

Stock-Based Compensation

A summary of restricted stock unit activity is presented below:


	Units			Weighted-Average Grant-Date Fair Value
Unvested as of April 1, 2024		726,084		$	1.50
Granted		390,661			0.66
Vested		(153,000	)		1.82
Forfeited		(15,000	)		0.95
Unvested as of June 30, 2024		948,745		$	1.07

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

(9)

Income Taxes

Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

(10)

Earnings Per Share

Earnings per share calculation information is as follows:


	Three months ended June 30,						Six months ended June 30,
	2023			2024			2023			2024
Net loss attributable to BBGI stockholders	$	(10,430,629	)	$	(276,021	)	$	(13,967,195	)	$	(268,051	)
Weighted-average shares outstanding:
Basic		29,853,144			30,354,222			29,819,638			30,340,012
Effect of dilutive restricted stock units		-			-			-			-
Diluted		29,853,144			30,354,222			29,819,638			30,340,012
Net loss attributable to BBGI stockholders per Class A and Class B common share – basic and diluted	$	(0.35	)	$	(0.01	)	$	(0.47	)	$	(0.01	)

Financial Instruments

6 Months Ended

Jun. 30, 2024

Investments, All Other Investments [Abstract]

Financial Instruments

(11)

Financial Instruments

Segment Information

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Segment Information

(12)

Segment Information

Reportable segment information for the three months ended June 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	47,430,080	$	13,005,577	$	-		$	60,435,657
Operating expenses		39,468,898		9,878,895		-			49,347,793
Corporate expenses		-		-		3,879,771			3,879,771
Depreciation and amortization		1,594,673		52,440		185,781			1,832,894
Operating income (loss)	$	6,366,509	$	3,074,242	$	(4,065,552	)	$	5,375,199


	Audio		Digital		Corporate		Total
Capital expenditures	$	841,355	$	8,925	$	186,847	$	1,037,127

Reportable segment information for the three months ended June 30, 2023 is as follows:


	Audio			Digital		Other			Corporate			Total
Net revenue	$	50,448,093		$	12,301,269	$	712,361		$	-		$	63,461,723
Operating expenses		39,369,033			10,786,584		1,171,945			-			51,327,562
Corporate expenses		-			-		-			4,405,031			4,405,031
Depreciation and amortization		1,737,441			47,201		199,290			212,053			2,195,985
Impairment losses		10,041,000			-		-			-			10,041,000
Operating income (loss)	$	(699,381	)	$	1,467,484	$	(658,874	)	$	(4,617,084	)	$	(4,507,855	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	811,663	$	8,777	$	5,412	$	21,053	$	846,905

Reportable segment information for the six months ended June 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	90,858,207	$	23,957,796	$	-		$	114,816,003
Operating expenses		77,901,810		20,686,981		-			98,588,791
Corporate expenses		-		-		8,287,603			8,287,603
Depreciation and amortization		3,190,926		104,879		371,691			3,667,496
Operating income (loss)	$	9,765,471	$	3,165,936	$	(8,659,294	)	$	4,272,113


	Audio		Digital		Corporate		Total
Capital expenditures	$	1,663,090	$	8,925	$	312,836	$	1,984,851

Reportable segment information for the six months ended June 30, 2023 is as follows:


	Audio		Digital		Other			Corporate			Total
Net revenue	$	97,866,059	$	22,278,054	$	1,096,730		$	-		$	121,240,843
Operating expenses		79,268,627		20,694,181		2,018,409			-			101,981,217
Corporate expenses		-		-		-			8,888,126			8,888,126
Depreciation and amortization		3,512,205		93,967		395,767			423,371			4,425,310
Impairment loss		10,041,000		-		-			-			10,041,000
Operating income (loss)	$	5,044,227	$	1,489,906	$	(1,317,446	)	$	(9,311,497	)	$	(4,094,810	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	1,949,777	$	11,590	$	25,534	$	29,284	$	2,016,185

Reportable segment information as of June 30, 2024 is as follows:


	Audio		Digital		Corporate		Total
Property and equipment, net	$	46,844,784	$	152,088	$	2,922,197	$	49,919,069
FCC licenses		393,006,900		-		-		393,006,900
Goodwill		-		922,000		-		922,000
Other intangibles, net		1,641,363		755,878		179,663		2,576,904

Reportable segment information as of December 31, 2023 is as follows:


	Audio		Digital		Other		Corporate		Total
Property and equipment, net	$	48,324,618	$	95,003	$	74,081	$	2,981,052	$	51,474,754
FCC licenses		393,006,900		-		-		-		393,006,900
Goodwill		-		922,000		-		-		922,000
Other intangibles, net		1,707,909		834,836		-		179,663		2,722,408

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt is comprised of the following:


	December 31,			June 30,
	2023			2024
Secured notes	$	267,000,000		$	267,000,000
Less unamortized debt issuance costs		(2,796,990	)		(2,125,712	)
	$	264,203,010		$	264,874,288

Stockholders Equity (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Changes in Stockholders Equity

The changes in stockholders’ equity are as follows:


	Three months ended June 30,						Six months ended June 30,
	2023			2024			2023			2024
Beginning balance	$	220,100,965		$	149,127,330		$	223,488,808		$	148,978,635
Stock-based compensation		181,339			261,691			355,607			415,052
Purchase of treasury stock		(42,222	)		(24,849	)		(67,767	)		(37,485	)
Net loss		(10,430,629	)		(276,021	)		(13,967,195	)		(268,051	)
Ending balance	$	209,809,453		$	149,088,151		$	209,809,453		$	149,088,151

Net Revenue (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Composition of Revenue

Net revenue is comprised of the following:


	Three months ended June 30,				Six months ended June 30,
	2023		2024		2023		2024
Audio	$	50,448,093	$	47,430,080	$	97,866,059	$	90,858,207
Digital		12,301,269		13,005,577		22,278,054		23,957,796
Other		712,361		-		1,096,730		-
	$	63,461,723	$	60,435,657	$	121,240,843	$	114,816,003

Deferred Revenue


	December 31,		June 30,
	2023		2024
Deferred revenue	$	4,835,984	$	4,832,273

Trade Sale Revenue


	December 31,		June 30,
	2023		2024
Trade sales receivable	$	1,417,692	$	1,211,495
Trade sales payable		481,471		512,935


	Three months ended June 30,				Six months ended June 30,
	2023		2024		2023		2024
Trade sales revenue	$	1,466,652	$	1,211,615	$	2,847,494	$	2,476,078

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Restricted Stock Units

A summary of restricted stock unit activity is presented below:


	Units			Weighted-Average Grant-Date Fair Value
Unvested as of April 1, 2024		726,084		$	1.50
Granted		390,661			0.66
Vested		(153,000	)		1.82
Forfeited		(15,000	)		0.95
Unvested as of June 30, 2024		948,745		$	1.07

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

Earnings per share calculation information is as follows:


	Three months ended June 30,						Six months ended June 30,
	2023			2024			2023			2024
Net loss attributable to BBGI stockholders	$	(10,430,629	)	$	(276,021	)	$	(13,967,195	)	$	(268,051	)
Weighted-average shares outstanding:
Basic		29,853,144			30,354,222			29,819,638			30,340,012
Effect of dilutive restricted stock units		-			-			-			-
Diluted		29,853,144			30,354,222			29,819,638			30,340,012
Net loss attributable to BBGI stockholders per Class A and Class B common share – basic and diluted	$	(0.35	)	$	(0.01	)	$	(0.47	)	$	(0.01	)

Segment Information (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Summary of reportable segment information

Reportable segment information for the three months ended June 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	47,430,080	$	13,005,577	$	-		$	60,435,657
Operating expenses		39,468,898		9,878,895		-			49,347,793
Corporate expenses		-		-		3,879,771			3,879,771
Depreciation and amortization		1,594,673		52,440		185,781			1,832,894
Operating income (loss)	$	6,366,509	$	3,074,242	$	(4,065,552	)	$	5,375,199


	Audio		Digital		Corporate		Total
Capital expenditures	$	841,355	$	8,925	$	186,847	$	1,037,127

Reportable segment information for the three months ended June 30, 2023 is as follows:


	Audio			Digital		Other			Corporate			Total
Net revenue	$	50,448,093		$	12,301,269	$	712,361		$	-		$	63,461,723
Operating expenses		39,369,033			10,786,584		1,171,945			-			51,327,562
Corporate expenses		-			-		-			4,405,031			4,405,031
Depreciation and amortization		1,737,441			47,201		199,290			212,053			2,195,985
Impairment losses		10,041,000			-		-			-			10,041,000
Operating income (loss)	$	(699,381	)	$	1,467,484	$	(658,874	)	$	(4,617,084	)	$	(4,507,855	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	811,663	$	8,777	$	5,412	$	21,053	$	846,905

Reportable segment information for the six months ended June 30, 2024 is as follows:


	Audio		Digital		Corporate			Total
Net revenue	$	90,858,207	$	23,957,796	$	-		$	114,816,003
Operating expenses		77,901,810		20,686,981		-			98,588,791
Corporate expenses		-		-		8,287,603			8,287,603
Depreciation and amortization		3,190,926		104,879		371,691			3,667,496
Operating income (loss)	$	9,765,471	$	3,165,936	$	(8,659,294	)	$	4,272,113


	Audio		Digital		Corporate		Total
Capital expenditures	$	1,663,090	$	8,925	$	312,836	$	1,984,851

Reportable segment information for the six months ended June 30, 2023 is as follows:


	Audio		Digital		Other			Corporate			Total
Net revenue	$	97,866,059	$	22,278,054	$	1,096,730		$	-		$	121,240,843
Operating expenses		79,268,627		20,694,181		2,018,409			-			101,981,217
Corporate expenses		-		-		-			8,888,126			8,888,126
Depreciation and amortization		3,512,205		93,967		395,767			423,371			4,425,310
Impairment loss		10,041,000		-		-			-			10,041,000
Operating income (loss)	$	5,044,227	$	1,489,906	$	(1,317,446	)	$	(9,311,497	)	$	(4,094,810	)


	Audio		Digital		Other		Corporate		Total
Capital expenditures	$	1,949,777	$	11,590	$	25,534	$	29,284	$	2,016,185

Reportable segment information as of June 30, 2024 is as follows:


	Audio		Digital		Corporate		Total
Property and equipment, net	$	46,844,784	$	152,088	$	2,922,197	$	49,919,069
FCC licenses		393,006,900		-		-		393,006,900
Goodwill		-		922,000		-		922,000
Other intangibles, net		1,641,363		755,878		179,663		2,576,904

Reportable segment information as of December 31, 2023 is as follows:


	Audio		Digital		Other		Corporate		Total
Property and equipment, net	$	48,324,618	$	95,003	$	74,081	$	2,981,052	$	51,474,754
FCC licenses		393,006,900		-		-		-		393,006,900
Goodwill		-		922,000		-		-		922,000
Other intangibles, net		1,707,909		834,836		-		179,663		2,722,408

Proceeds from BMI Sale - Additional Information (Details) - USD ($)		6 Months Ended
	Mar. 08, 2024	Jun. 30, 2024
Net Investment Income [Line Items]
Gain on sale of investment		$ 6,026,776
Broadcast Music, Inc. [Member]
Net Investment Income [Line Items]
Proceeds from sale of investments	$ 6,000,000
Gain on sale of investment	$ 6,000,000

Summary of Significant Accounting Policies - Summary of Credit Losses on Accounts Receivable (Detail) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Allowance for Credit Loss [Abstract]
Provision for credit losses	$ 291,000	$ 525,814

Acquisition and Dispositions - Schedule of Purchase Price Allocation (Detail) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Goodwill	$ 922,000	$ 922,000

FCC Licenses - Additional Information (Detail) $ in Millions	3 Months Ended
	Jun. 30, 2023 USD ($)
WJBR-FM in Wilmington DE [Member] \| Licensing Agreements [Member]
FCC Licenses [Line Items]
Impairment of intangible assets indefinite lived excluding goodwill	$ 10.0

Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Less unamortized debt issuance costs	$ (2,125,712)	$ (2,796,990)
Long-term debt	264,874,288	264,203,010
Secured Notes [Member]
Line of Credit Facility [Line Items]
Secured notes	$ 267,000,000	$ 267,000,000

Long-Term Debt - Additional Information (Detail) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Feb. 02, 2021
Long-Term Debt [Line Items]
Gain on repurchase of debt		$ 973,208
Promissory Note [Member]
Long-Term Debt [Line Items]
Debt instrument, repurchased amount	$ 3,000,000
Debt instrument, redeemed percentage	66.00%
Gain on repurchase of debt	$ 1,000,000
8.625% senior secured notes due on February 1, 2026
Long-Term Debt [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			8.625%
Debt instrument face value			$ 300,000,000

Stockholders' Equity - Schedule of Changes in Stockholders Equity (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Beginning balance	$ 149,127,330	$ 220,100,965	$ 148,978,635	$ 223,488,808
Stock-based compensation	261,691	181,339	415,052	355,607
Purchase of treasury stock	(24,849)	(42,222)	(37,485)	(67,767)
Net Income (Loss)	(276,021)	(10,430,629)	(268,051)	(13,967,195)
Ending balance	$ 149,088,151	$ 209,809,453	$ 149,088,151	$ 209,809,453

Net Revenue - Composition of Revenue (Detail) - USD ($)	3 Months Ended		6 Months Ended
Net Revenue - Composition of Revenue (Detail) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net revenue	$ 60,435,657	$ 63,461,723	$ 114,816,003	$ 121,240,843
Audio [Member]
Disaggregation of Revenue [Line Items]
Net revenue	47,430,080	50,448,093	90,858,207	97,866,059
Digital [Member]
Disaggregation of Revenue [Line Items]
Net revenue	$ 13,005,577	12,301,269	$ 23,957,796	22,278,054
Other [Member]
Disaggregation of Revenue [Line Items]
Net revenue		$ 712,361		$ 1,096,730

Net Revenue - Deferred Revenue (Detail) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 4,832,273	$ 4,835,984

Net Revenue - Trade Sale Revenue (Detail) - USD ($)	3 Months Ended		6 Months Ended
Net Revenue - Trade Sale Revenue (Detail) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Trade sales receivable	$ 1,211,495		$ 1,211,495		$ 1,417,692
Trade sales payable	512,935		512,935		$ 481,471
Trade sales revenue	$ 1,211,615	$ 1,466,652	$ 2,476,078	$ 2,847,494

Stock-Based Compensation - Additional Information (Detail) - 2007 Plan [Member] $ in Millions	6 Months Ended
	Jun. 30, 2024 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized compensation cost for restricted stock granted \| $	$ 0.6
Cost expected to be recognized over a weighted-average period	1 year 9 months 18 days
Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units and restricted stock awards, vest, period	1 year
Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units and restricted stock awards, vest, period	5 years
Class A Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized \| shares	7,500,000

Stock-Based Compensation - Restricted Stock Units (Detail) - 2007 Plan [Member] - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Jun. 30, 2024 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested Shares, Beginning Balance \| shares	726,084
Granted, Shares \| shares	390,661
Vested, Shares \| shares	(153,000)
Forfeited, Shares \| shares	(15,000)
Unvested Shares, Ending Balance \| shares	948,745
Unvested, Weighted-Average Grant-Date Fair Value, Beginning Balance \| $ / shares	$ 1.5
Granted, Weighted-Average Grant-Date Fair Value \| $ / shares	0.66
Vested, Weighted-Average Grant-Date Fair Value \| $ / shares	1.82
Forfeited, Weighted-Average Grant-Date Fair Value \| $ / shares	0.95
Unvested, Weighted-Average Grant-Date Fair Value, Ending Balance \| $ / shares	$ 1.07

Income Taxes - Additional Information (Detail)	3 Months Ended		6 Months Ended
Income Taxes - Additional Information (Detail)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Federal statutory rate			21.00%
Effective tax rate	(21.00%)	(7.00%)	(64.00%)	(18.00%)

Earnings Per Share - Schedule of Earnings Per Share (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net loss attributable to BBGI stockholders	$ (276,021)	$ (10,430,629)	$ (268,051)	$ (13,967,195)
Weighted-average shares outstanding:
Basic	30,354,222	29,853,144	30,340,012	29,819,638
Effect of dilutive restricted stock units	0	0	0	0
Diluted	30,354,222	29,853,144	30,340,012	29,819,638
Net loss attributable to BBGI stockholders per Class A and Class B common share - basic	$ (0.01)	$ (0.35)	$ (0.01)	$ (0.47)
Net loss attributable to BBGI stockholders per Class A and Class B common share - diluted	$ (0.01)	$ (0.35)	$ (0.01)	$ (0.47)

Earnings Per Share - Additional information (Detail) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Payment Arrangement [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from the computation of earnings per share	240,282	58,490	282,042	57,775

Financial Instruments - Additional Information (Detail) - USD ($) $ in Millions	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Inputs, Level 2 [Member]
Fair Value Of Financial Instruments [Line Items]
Long-term debt	$ 163.9	$ 173.2

Segment Information - Summary of Reportable Segment Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Net revenue	$ 60,435,657	$ 63,461,723	$ 114,816,003	$ 121,240,843
Operating expenses	49,347,793	51,327,562	98,588,791	101,981,217
Corporate expenses	3,879,771	4,405,031	8,287,603	8,888,126
Depreciation and amortization	1,832,894	2,195,985	3,667,496	4,425,310
Impairment losses		10,041,000		10,041,000
Operating income (loss)	5,375,199	(4,507,855)	4,272,113	(4,094,810)
Capital expenditures	1,037,127	846,905	1,984,851	2,016,185
Property and equipment, net	49,919,069		49,919,069		$ 51,474,754
FCC licenses	393,006,900		393,006,900		393,006,900
Goodwill	922,000		922,000		922,000
Other intangibles, net	2,576,904		2,576,904		2,722,408
Audio [Member]
Segment Reporting Information [Line Items]
Net revenue	47,430,080	50,448,093	90,858,207	97,866,059
Operating expenses	39,468,898	39,369,033	77,901,810	79,268,627
Depreciation and amortization	1,594,673	1,737,441	3,190,926	3,512,205
Impairment losses		10,041,000		10,041,000
Operating income (loss)	6,366,509	(699,381)	9,765,471	5,044,227
Capital expenditures	841,355	811,663	1,663,090	1,949,777
Property and equipment, net	46,844,784		46,844,784		48,324,618
FCC licenses	393,006,900		393,006,900		393,006,900
Goodwill					0
Other intangibles, net	1,641,363		1,641,363		1,707,909
Digital [Member]
Segment Reporting Information [Line Items]
Net revenue	13,005,577	12,301,269	23,957,796	22,278,054
Operating expenses	9,878,895	10,786,584	20,686,981	20,694,181
Depreciation and amortization	52,440	47,201	104,879	93,967
Operating income (loss)	3,074,242	1,467,484	3,165,936	1,489,906
Capital expenditures	8,925	8,777	8,925	11,590
Property and equipment, net	152,088		152,088		95,003
Goodwill	922,000		922,000		922,000
Other intangibles, net	755,878		755,878		834,836
Other [Member]
Segment Reporting Information [Line Items]
Net revenue		712,361		1,096,730
Operating expenses		1,171,945		2,018,409
Depreciation and amortization		199,290		395,767
Operating income (loss)		(658,874)		(1,317,446)
Capital expenditures		5,412		25,534
Property and equipment, net					74,081
Goodwill					0
Other intangibles, net					0
Corporate [Member]
Segment Reporting Information [Line Items]
Corporate expenses	3,879,771	4,405,031	8,287,603	8,888,126
Depreciation and amortization	185,781	212,053	371,691	423,371
Operating income (loss)	(4,065,552)	(4,617,084)	(8,659,294)	(9,311,497)
Capital expenditures	186,847	$ 21,053	312,836	$ 29,284
Property and equipment, net	2,922,197		2,922,197		2,981,052
Other intangibles, net	$ 179,663		$ 179,663		$ 179,663

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