false000109916000010991602024-11-052024-11-05

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 05, 2024

 

 

BEASLEY BROADCAST GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

000-29253

65-0960915

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

3033 Riviera Drive, Suite 200

 

Naples, Florida

 

34103

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 239 263-5000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share

 

BBGI

 

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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

 


Item 2.02 Results of Operations and Financial Condition.

On November 5, 2024, Beasley Broadcast Group, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Press Release dated November 5, 2024 issued by Beasley Broadcast Group, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

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

 

 

 

BEASLEY BROADCAST GROUP, INC.

 

 

 

 

Date:

 November 5, 2024

By:

/s/ Lauren Burrows Coleman

 

 

 

Lauren Burrows Coleman
Chief Financial Officer

 


Exhibit 99.1

img101118723_0.jpg

Conference Call and Webcast

Today, November 5, 2024 at 11:30 a.m. ET

877-407-4018 or 201-689-8471, conference ID 13749767 or

www.bbgi.com

 

Replay information provided below

 

CONTACT:

 

B. Caroline Beasley

Joseph Jaffoni, Jennifer Neuman

Chief Executive Officer

JCIR

Beasley Broadcast Group, Inc.

212/835-8500 or bbgi@jcir.com

239/263-5000 or ir@bbgi.com

 

 

BEASLEY BROADCAST GROUP REPORTS THIRD QUARTER REVENUE OF $58.2 MILLION

NAPLES, Florida, November 5, 2024 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (“Beasley” or the “Company”), a multi-platform media company, today announced operating results for the three- and nine-month periods ended September 30, 2024. For further information, the Company has posted a presentation to its website regarding the second quarter highlights and accomplishments that management will review on today’s conference call.

 

Summary of Three Month and Nine Month Results

 

In millions, except per share data

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net revenue

 

$

58.2

 

 

$

60.1

 

 

$

173.0

 

 

$

181.4

 

Operating income (loss) 1

 

 

1.2

 

 

 

(85.5

)

 

 

5.5

 

 

 

(89.6

)

Net loss 1

 

 

(3.7

)

 

 

(67.5

)

 

 

(3.8

)

 

 

(81.5

)

Net loss per diluted share 1

 

 

(2.33

)

 

 

(45.08

)

 

 

(2.52

)

 

 

(54.58

)

Adjusted EBITDA (non-GAAP)

 

$

5.6

 

 

$

6.0

 

 

$

15.2

 

 

$

16.7

 

 

1.
Net loss and net loss per diluted share in the nine months ended September 30, 2024 include a $6.0 million gain on sale of an investment in Broadcast Music, Inc. Operating loss, net loss and net loss per diluted share in the three and nine months ended September 30, 2023 reflect $88.8 million and $98.8 million, respectively, of non-cash impairment losses.
2.
In the second quarter of 2024, we revised the definition of adjusted EBITDA. See “Definitions” below for additional detail. Prior period amounts have been revised to reflect the new definition.

 

Third Quarter 2024 Highlights

Revenue from new business grew 1.9% year-over-year
Generated $2.7 million in political revenue
Local revenue, including digital packages sold locally, accounted for 56.8% of net revenue
Digital revenue grew 1.1% year-over-year to $11.3 million, or 11.7% year-over-year on a same station basis to $11.1 million
Digital revenue accounted for 19.4% of net revenue and 19.1% of net revenue on a same station basis
35% of our total audience listens via the company’s digital platforms

Net revenue during the three months ended September 30, 2024 decreased 3.2% to $58.2 million, primarily reflecting a year-over-year decline in audio advertising and other revenue due to Beasley’s Wilmington station divestiture and esports and Guarantee Digital closures, as well as ongoing softness in the commercial advertising business, partially offset by growth in digital and political advertising revenue.

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Beasley Broadcast Group, 11/5/24

 

page 2

 

Beasley reported operating income of $1.2 million in the third quarter of 2024, compared to an operating loss of $85.5 million in the third quarter of 2023 reflecting non-cash impairment charges and the year-over-year decrease in operating and corporate expenses. For the comparable three months ended September 30, 2023, the Company recorded $88.8 million of non-cash impairment losses, primarily due to an increase in the discount rate due to certain risks associated with the U.S. economy and a decrease in the projected revenues used in the discounted cash flow analyses to estimate the fair value of FCC licenses and goodwill.

Beasley reported a net loss of approximately $3.6 million, or $2.33 per diluted share, in the three months ended September 30, 2024, compared to a net loss of $67.5 million, or $45.08 per diluted share, in the three months ended September 30, 2023. The year-over-year improvement was due to the factors described above and lower interest expense.

Adjusted EBITDA (a non-GAAP financial measure) was $5.6 million in the third quarter of 2024, compared to $6.0 million in the third quarter of 2023. The year-over-year decrease is primarily attributable to lower net revenue compared to the prior year period.

Please refer to the “Calculation of Adjusted EBITDA” and “Reconciliation of Net Loss to Adjusted EBITDA” tables at the end of this release.

Commenting on the financial results, Caroline Beasley, Chief Executive Officer, said, “Beasley delivered third quarter net revenue of $58.2 million and same-station revenue growth of 0.5%, driven by strong political advertising revenue and a 11.7% increase in same-station digital revenue. The ongoing success of our digital transformation strategy continues to serve as an important offset to continued challenges in the audio advertising spot market. We remain intensely focused on leveraging our core market leadership across broadcasting, podcasting and digital audio to increase monetization.

“At the same time, we continued to take the necessary actions that we believe will transform our business and position the Company to deliver long-term success. During the third quarter and subsequent to quarter end, Beasley executed on several strategic actions to further streamline the organization, strengthen our capital structure, and improve our stock’s marketability. As a result, we expect to exit 2024 with a healthier balance sheet, a leaner cost structure and a refined portfolio of leading audio and digital brands that will support our goals for delivering sustainable, profitable growth and the enhancement of long-term stockholder value. At the corporate level, we were excited to welcome Lauren Burrows Coleman, our new CFO, at the start of the month. She brings deep experience in finance and business strategy, as well as a strong track record of leadership.”

Conference Call and Webcast Information

The Company will host a conference call and webcast today, November 5, 2024, at 11:30 a.m. ET to discuss its financial results and operations. To access the conference call, interested parties may dial 877-407-4018 or 201-689-8471, conference ID 13749767 (domestic and international callers). Participants can also listen to a live webcast of the call at the Company’s website at www.bbgi.com. Please allow 15 minutes to register and download and install any necessary software. Following its completion, a replay of the webcast can be accessed for five days on the Company’s website, www.bbgi.com.

Questions from analysts, institutional investors and debt holders may be e-mailed to ir@bbgi.com at any time up until 9:00 a.m. ET on Tuesday, November 5, 2024. Management will answer as many questions as possible during the conference call and webcast (provided the questions are not addressed in their prepared remarks).

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Beasley Broadcast Group, 11/5/24

 

page 3

 

About Beasley Broadcast Group

The Company is a multi-platform media company whose primary business is operating radio stations throughout the United States. The Company offers local and national advertisers integrated marketing solutions across audio, digital and event platforms. The Company owns and operates 57 AM and FM stations in the following large- and mid-size markets in the United States: 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. Approximately 20 million consumers listen to the Company’s radio stations weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company’s brands and personalities through digital platforms such as Facebook, X, text, apps and email. For more information, please visit www.bbgi.com.

For further information, or to receive future Beasley Broadcast Group news announcements via e-mail, please contact Beasley Broadcast Group, at 239-263-5000 or email@bbgi.com, or Joseph Jaffoni, JCIR, at 212-835-8500 or bbgi@jcir.com.

Definitions

EBITDA is defined as net income (loss) before interest income or expense, income tax expense or benefit, depreciation, and amortization.

Adjusted EBITDA is defined as EBITDA further adjusted to exclude certain, non-operating or other items that we believe are not indicative of the performance of our ongoing operations, such as impairment losses, other income or expense, one-time severance expense, stock-based compensation or equity in earnings of unconsolidated affiliates. See “Reconciliation of Net Loss to Adjusted EBITDA” for additional information.

Adjusted EBITDA can also be calculated as net revenue less operating and corporate expenses plus stock-based compensation and other one-time expenses such as severance. We define operating expenses as cost of services and selling, general and administrative expenses. Corporate expenses include general and administrative expenses and certain other income and expense items not allocated to the operating segments.

Adjusted EBITDA is a measure widely used in the media industry. The Company recognizes that because Adjusted EBITDA is not calculated in accordance with GAAP, it is not necessarily comparable to similarly titled measures employed by other companies. However, management believes that Adjusted EBITDA provides meaningful information to investors because it is an important measure of how effectively we operate our business and assists investors in comparing our operating performance with that of other media companies.

Same station revenue excludes revenue from all divestitures and other operations that were exited in the prior 12 months.

New business revenue is defined as revenue from an advertiser that has not advertised in the prior 13 months before the start of the current quarter.

Note Regarding Forward-Looking Statements

Statements in this release that are “forward-looking statements” are based upon current expectations and assumptions and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “looking ahead,” “intends,” “believes,” “expects,” “seek,” “will,” “should” or variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Key risks are described in the Company’s reports filed with the Securities and Exchange Commission (“SEC”) including its annual report on Form 10-K and quarterly reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including:

risk from social and natural catastrophic events;
external economic forces and conditions that could have a material adverse impact on our advertising revenues and results of operations;

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Beasley Broadcast Group, 11/5/24

 

page 4

 

the ability of our stations to compete effectively in their respective markets for advertising revenues;
our ability to develop compelling and differentiated digital content, products and services;
audience acceptance of our content, particularly our audio programs;
our ability to respond to changes in technology, standards and services that affect the audio industry;
our dependence on federally issued licenses subject to extensive federal regulation;
actions by the FCC or new legislation affecting the audio industry;
increases to royalties we pay to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;
our dependence on selected market clusters of stations for a material portion of our net revenue;
credit risk on our accounts receivable;
the risk that our FCC licenses and/or goodwill could become impaired;
our substantial debt levels and the potential effect of restrictive debt covenants on our operational flexibility and ability to pay dividends;
the potential effects of hurricanes on our corporate offices and stations;
the failure or destruction of the internet, satellite systems and transmitter facilities that we depend upon to distribute our programming;
disruptions or security breaches of our information technology infrastructure and information systems;
the loss of key personnel;
our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and their impact on our financial condition and results of operations;
the fact that our Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of our Company; and
other economic, business, competitive, and regulatory factors affecting our businesses, including those set forth in our filings with the SEC.

Our actual performance and results could differ materially because of these factors and other factors discussed in our SEC filings, including but not limited to our annual reports on Form 10-K or quarterly reports on Form 10-Q, copies of which can be obtained from the SEC, www.sec.gov, or our website, www.bbgi.com. All information in this release is as of November 5, 2024, and we undertake no obligation to update the information contained herein to actual results or changes to our expectations, except as required by law.

 

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Beasley Broadcast Group, 11/5/24

 

page 5

 

BEASLEY BROADCAST GROUP, INC.

Condensed Consolidated Statements of Net Loss - Unaudited

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net revenue

 

$

58,190,116

 

 

$

60,119,757

 

 

$

173,006,119

 

 

$

181,360,600

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (including stock-based compensation and excluding depreciation and amortization shown separately below)

 

 

49,946,133

 

 

 

50,117,044

 

 

 

148,534,924

 

 

 

152,098,261

 

Corporate expenses (including stock-based compensation)

 

 

4,296,615

 

 

 

4,493,277

 

 

 

12,584,218

 

 

 

13,381,403

 

Depreciation and amortization

 

 

1,788,126

 

 

 

2,201,664

 

 

 

5,455,622

 

 

 

6,626,974

 

FCC licenses impairment losses

 

 

 

 

 

78,204,065

 

 

 

 

 

 

88,245,065

 

Goodwill impairment losses

 

 

922,000

 

 

 

10,582,360

 

 

 

922,000

 

 

 

10,582,360

 

Total operating expenses

 

 

56,952,874

 

 

 

145,598,410

 

 

 

167,496,764

 

 

 

270,934,063

 

Operating income (loss)

 

 

1,237,242

 

 

 

(85,478,653

)

 

 

5,509,355

 

 

 

(89,573,463

)

Non-operating income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(6,092,820

)

 

 

(6,445,746

)

 

 

(17,773,957

)

 

 

(19,764,067

)

Gain on sale of investment

 

 

 

 

 

 

 

 

6,026,776

 

 

 

 

Other income (expense), net

 

 

(75,120

)

 

 

1,106,918

 

 

 

552,145

 

 

 

1,684,168

 

Loss before income taxes

 

 

(4,930,698

)

 

 

(90,817,481

)

 

 

(5,685,681

)

 

 

(107,653,362

)

Income tax benefit

 

 

(1,309,803

)

 

 

(23,299,388

)

 

 

(1,796,019

)

 

 

(26,285,207

)

Loss before equity in earnings of unconsolidated affiliates

 

 

(3,620,895

)

 

 

(67,518,093

)

 

 

(3,889,662

)

 

 

(81,368,155

)

Equity in earnings of unconsolidated affiliates, net of tax

 

 

60,320

 

 

 

(18,744

)

 

 

60,036

 

 

 

(135,877

)

Net loss

 

$

(3,560,575

)

 

$

(67,536,837

)

 

$

(3,829,626

)

 

$

(81,504,032

)

Basic and diluted net loss per share

 

$

(2.33

)

 

$

(45.08

)

 

$

(2.52

)

 

$

(54.58

)

Basic and diluted common shares outstanding

 

 

1,529,521

 

 

 

1,498,131

 

 

 

1,521,204

 

 

 

1,493,391

 

 

Selected Balance Sheet Data - Unaudited

(in thousands)

 

 

September 30,

 

 

December 31,

 

 

2024

 

 

2023

 

Cash and cash equivalents

 

$

27,802

 

 

$

26,734

 

Working capital

 

 

32,883

 

 

 

38,351

 

Total assets

 

 

571,479

 

 

 

574,268

 

Long-term debt, net of unamortized debt issuance costs

 

 

265,210

 

 

 

264,203

 

Stockholders' equity

 

$

145,833

 

 

$

148,979

 

 

Selected Statement of Cash Flows Data – Unaudited

 

 

Nine months ended

 

 

September 30,

 

 

2024

 

 

2023

 

Net cash used in operating activities

 

$

(2,241,342

)

 

$

(5,004,885

)

Net cash provided by (used in) investing activities

 

 

3,399,736

 

 

 

(2,810,716

)

Net cash used in financing activities

 

 

(90,136

)

 

 

(2,053,588

)

Net increase (decrease) in cash and cash equivalents

 

$

1,068,258

 

 

$

(9,869,189

)

 

 

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Beasley Broadcast Group, 11/5/24

 

page 6

 

 

Calculation of Adjusted EBITDA – Unaudited

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net revenue

 

$

58,190,116

 

 

$

60,119,757

 

 

$

173,006,119

 

 

$

181,360,600

 

Operating expenses

 

 

(49,946,133

)

 

 

(50,117,044

)

 

 

(148,534,924

)

 

 

(152,098,261

)

Corporate expenses

 

 

(4,296,615

)

 

 

(4,493,277

)

 

 

(12,584,924

)

 

 

(13,381,403

)

Severance expenses

 

 

1,247,305

 

 

 

279,700

 

 

 

2,501,502

 

 

 

279,700

 

Stock-based compensation expenses

 

 

358,206

 

 

 

177,814

 

 

 

773,258

 

 

 

533,421

 

Adjusted EBITDA

 

$

5,552,879

 

 

$

5,966,950

 

 

$

15,161,031

 

 

$

16,694,057

 

 

Reconciliation of Net Loss to Adjusted EBITDA – Unaudited

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(3,560,575

)

 

$

(67,536,837

)

 

$

(3,829,626

)

 

$

(81,504,032

)

Interest expense

 

 

6,092,820

 

 

 

6,445,746

 

 

 

17,773,957

 

 

 

19,764,067

 

Income tax benefit

 

 

(1,309,803

)

 

 

(23,299,388

)

 

 

(1,796,019

)

 

 

(26,285,207

)

Depreciation and amortization

 

 

1,788,126

 

 

 

2,201,664

 

 

 

5,455,622

 

 

 

6,626,974

 

EBITDA

 

 

3,010,568

 

 

 

(82,188,815

)

 

 

17,603,934

 

 

 

(81,398,198

)

Severance expenses

 

 

1,247,305

 

 

 

279,700

 

 

 

2,501,502

 

 

 

279,700

 

Stock-based compensation expenses

 

 

358,206

 

 

 

177,814

 

 

 

773,258

 

 

 

533,421

 

FCC licenses impairment losses

 

 

 

 

 

78,204,065

 

 

 

 

 

 

88,245,065

 

Goodwill impairment losses

 

 

922,000

 

 

 

10,582,360

 

 

 

922,000

 

 

 

10,582,360

 

Gain on sale of investment

 

 

 

 

 

 

 

 

(6,026,776

)

 

 

 

Other (income) expense, net

 

 

75,120

 

 

 

(1,106,918

)

 

 

(552,145

)

 

 

(1,684,168

)

Equity in earnings of unconsolidated affiliates, net of tax

 

 

(60,320

)

 

 

18,744

 

 

 

(60,036

)

 

 

135,877

 

Adjusted EBITDA

 

$

5,552,879

 

 

$

5,966,950

 

 

$

15,161,737

 

 

$

16,694,057

 

 

 

 

Calculation of Same-Station Net Digital Revenue, excluding dispositions – Unaudited

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net digital revenue

 

$

11,300,196

 

 

$

11,177,881

 

 

$

35,257,992

 

 

$

33,455,935

 

Dispositions

 

 

(207,412

)

 

 

(1,242,707

)

 

 

(1,653,725

)

 

 

(3,878,564

)

Same-station net digital revenue

 

$

11,092,784

 

 

$

9,935,174

 

 

$

33,604,267

 

 

$

29,577,371

 

 

Reconciliation of Same-Station Net Digital Revenue, excluding dispositions to Net Revenue – Unaudited

 

 

Three months ended

 

 

Nine months ended

 

 

September 30,

 

 

September 30,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net revenue

 

$

58,190,116

 

 

$

60,119,757

 

 

$

173,006,119

 

 

$

181,360,600

 

Net audio revenue

 

 

(46,889,920

)

 

 

(48,332,715

)

 

 

(137,748,127

)

 

 

(146,198,774

)

Net other revenue

 

 

 

 

 

(609,161

)

 

 

 

 

 

(1,705,891

)

Net digital revenue

 

 

11,300,196

 

 

 

11,177,881

 

 

 

35,257,992

 

 

 

33,455,935

 

Dispositions

 

 

(207,412

)

 

 

(1,242,707

)

 

 

(1,653,725

)

 

 

(3,878,564

)

Same-station net digital revenue

 

$

11,092,784

 

 

$

9,935,174

 

 

$

33,604,267

 

 

$

29,577,371

 

 

# # #


v3.24.3
Document And Entity Information
Nov. 05, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 05, 2024
Entity Registrant Name BEASLEY BROADCAST GROUP, INC.
Entity Central Index Key 0001099160
Entity Emerging Growth Company false
Entity File Number 000-29253
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 65-0960915
Entity Address, Address Line One 3033 Riviera Drive, Suite 200
Entity Address, City or Town Naples
Entity Address, State or Province FL
Entity Address, Postal Zip Code 34103
City Area Code 239
Local Phone Number 263-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.001 per share
Trading Symbol BBGI
Security Exchange Name NASDAQ

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