BBGI BEASLEY BROADCAST GROUP INC
Price Chart
Executive Summary
Beasley Broadcast Group filed a universal shelf registration statement on Form S-3 to offer and sell up to $100,000,000 in securities (common stock, preferred stock, warrants, units) from time to time. The filing comes immediately after reporting Q1 2026 revenue of $42.6M (down 12.9% YoY), a negative adjusted EBITDA of -$0.4M, and a stockholders' deficit of -$46.1M. The company is a smaller reporting company with a public float of ~$11.9M, capping any 12-month sales under this shelf to ~$4.0M under General Instruction I.B.6. This is a distressed capital raise by a company with declining core operations, heavy debt ($217.5M long-term debt vs. $6.4M cash), and negative equity.
Key Financial Metrics
Actionable Insight
The shelf registration signals that Beasley is preparing to access equity markets as a distressed capital raise — core revenue declining 12.9% YoY, negative adjusted EBITDA, and a $46M stockholders' deficit with $217.5M in long-term debt. However, the I.B.6 limitation ($4.0M/year) means any dilution is capped and gradual. Watch for a prospectus supplement that would indicate an actual takedown. The cross-filing context of the 10-Q and earnings (both filed within 2 days) confirms the financial distress driving this shelf filing.
Key Facts
- Shelf registration of up to $100,000,000 in securities (Class A common, preferred, warrants, units)
- Q1 2026 net revenue of $42.6M, down 12.9% YoY from $48.9M
- Adjusted EBITDA turned negative to -$0.4M from +$1.1M in Q1 2025
- Stockholders' deficit of -$46.1M as of March 31, 2026
- Long-term debt of $217.5M vs. cash of $6.4M
- Public float of ~$11.9M caps 12-month sales under I.B.6 to ~$4.0M
- Filed same day as Q1 2026 10-Q; earnings 8-K filed 2 days prior on May 13, 2026
Financial Impact
Up to $100M shelf registered, but I.B.6 limits actual sales to ~$4.0M in any 12-month period given $11.9M public float. Potential dilution of up to ~33% of public float per year.
Risk Factors
- Potential equity dilution of up to ~33% of public float per year under I.B.6 cap
- Revenue decline of 12.9% YoY with negative adjusted EBITDA indicates operational deterioration
- Stockholders' deficit of -$46.1M and $217.5M long-term debt vs. $6.4M cash suggest high leverage and potential liquidity concerns
- Any actual offering would further dilute existing common shareholders
Market Snapshot
Documents Analyzed
This report is based on 7 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-3 Filing (Primary) | 0001193125-26-227221 |
| Document: d793870dexfilingfees.htm | 0001193125-26-227221 |
| Document: d793870dex51.htm | 0001193125-26-227221 |
| Document: d793870dex232.htm | 0001193125-26-227221 |
| Document: 0001193125-26-227221-index-headers.html | 0001193125-26-227221 |
| Document: 0001193125-26-227221-index.html | 0001193125-26-227221 |
| Document: 0001193125-26-227221.txt | 0001193125-26-227221 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 12, 2026
2d ago
|
8-K
| $22.45 awaiting T+5 | awaiting T+5 | — | $17.77 (+20.85%) |
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Jun 12, 2026
2d ago
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424B5
| $22.45 awaiting T+5 | awaiting T+5 | — | $17.77 (+20.85%) |
|
Jun 5, 2026
9d ago
|
8-K
| $20.79 awaiting T+5 | awaiting T+5 | — | $17.77 (+14.51%) |
|
Jun 5, 2026
10d ago
|
EFFECT
| $20.07 awaiting T+5 | awaiting T+5 | — | $17.77 (+11.46%) |
|
May 29, 2026
16d ago
|
DEFA14A
| $14.90 $20.18 | ▲ +35.44% | ▲ +35.73% | $17.77 (+19.26%) |
|
May 15, 2026
4w ago
|
S-3
| $14.07 $15.17 | ▼ −7.82% | ▼ −6.20% | $17.77 (−26.30%) |
|
May 13, 2026
4w ago
|
8-K
| $16.80 $13.80 | ▲ +17.86% | ▲ +16.70% | $17.77 (−5.77%) |
|
May 1, 2026
6w ago
|
8-K
| $18.71 $17.99 | ▲ +3.85% | ▲ +6.78% | $17.77 (+5.02%) |
|
Apr 29, 2026
6w ago
|
8-K
| $19.26 $18.35 | ▲ +4.72% | ▲ +7.83% | $17.77 (+7.74%) |
|
Apr 28, 2026
6w ago
|
10-K/A
| $19.26 $18.35 | ▼ −4.72% | ▼ −7.83% | $17.77 (−7.74%) |
US Market Status
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