# Beasley Broadcast Group Inc: Form 10-Q for the period ended Mar 31, 2015

- Company: [Beasley Broadcast Group Inc](/companies/bbgi.md) (CIK 1099160)
- Form: 10-Q
- Filed: 2015-05-13
- Accepted by EDGAR: May 13, 2015, 13:42 ET
- Period: 2015-03-31
- Accession: 0001193125-15-185093
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1099160/000119312515185093/d895836d10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1099160/000119312515185093/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2015-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2015-01-01 to 2015-03-31 | $24.3m | us-gaap:Revenues |
| Operating income | 3 months, 2015-01-01 to 2015-03-31 | $2.6m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2015-01-01 to 2015-03-31 | $948.0k | us-gaap:InterestExpense |
| Income tax | 3 months, 2015-01-01 to 2015-03-31 | $800.5k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2015-01-01 to 2015-03-31 | $1.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2015-01-01 to 2015-03-31 | $0.06 | us-gaap:EarningsPerShareBasicAndDiluted |
| Diluted shares (weighted) | 3 months, 2015-01-01 to 2015-03-31 | 22,906,828 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2015-01-01 to 2015-03-31 | $1.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2015-01-01 to 2015-03-31 | $462.6k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2015-01-01 to 2015-03-31 | $1.0m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 3 months, 2015-01-01 to 2015-03-31 | $237.6k | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2015-03-31 | $12.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2015-03-31 | $34.3m | us-gaap:AssetsCurrent |
| Total assets | at 2015-03-31 | $314.1m | us-gaap:Assets |
| Current liabilities | at 2015-03-31 | $12.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2015-03-31 | $183.3m | us-gaap:Liabilities |
| Long-term debt | at 2015-03-31 | $93.3m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2015-03-31 | $2.9m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2015-03-31 | $130.8m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 22,706 characters.

You should read the following discussion together with the financial statements and related notes included elsewhere in this report. The results discussed below are not necessarily indicative of the results to be expected in any future periods. This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” and other similar words. Such forward-looking statements may be contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” among other places. Although we believe that 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. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as unforeseen events that would cause us to broadcast commercial-free for any period of time and changes in the radio broadcasting industry generally. We do not intend, and undertake no obligation, to update any forward-looking statement. Key risks to our company are described in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 18, 2015.

### General

We are a radio broadcasting company whose primary business is operating radio stations throughout the United States. We own and operate 53 radio stations in the following radio markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Fayetteville, NC, Fort Myers-Naples, FL, Greenville-New Bern-Jacksonville, NC, Las Vegas, NV, Philadelphia, PA, Tampa-Saint Petersburg, FL, West Palm Beach-Boca Raton, FL, and Wilmington, DE. We refer to each group of radio stations in each radio market as a market cluster.

### Recent Developments

On April 3, 2015, we contributed an additional $166,667 to Digital PowerRadio, LLC which maintained our ownership interest at approximately 20% of the outstanding units. Digital PowerRadio, LLC is managed by Fowler Radio Group, LLC which is partially-owned by Mark S. Fowler, an independent director of Beasley Broadcast Group, Inc.

On March 11, 2015, our board of directors declared a cash dividend of $0.045 per share on our Class A and Class B common stock. The dividend of $1.0 million in the aggregate was paid on April 10, 2015, to stockholders of record on March 31, 2015. While we intend to pay quarterly cash dividends for the foreseeable future, all subsequent dividends will be reviewed quarterly and declared by the board of directors at its discretion.

On February 27, 2015, we completed the acquisition of one FM translator license from Reach Communications, Inc. for $190,600. This translator license allows us to rebroadcast the programming of one of our radio stations in Boca Raton, FL on the FM band over an expanded area of coverage.

### 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 advertising airtime to local and national advertisers. Net revenue is gross revenue less agency commissions, generally 15% of gross revenue. Local revenue generally consists of airtime sales, digital sales and event marketing for advertisers in a radio station’s local market either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of advertising airtime and digital sales to agencies purchasing 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 radio station’s audience share in the demographic groups targeted by advertisers as measured principally by quarterly reports issued by the Arbitron Ratings Company;
- the number of radio 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 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 are typically lowest in the first calendar quarter of the year.

We use barter sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize barter 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 radio station websites. 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 radio stations over the internet. We also generate revenue from selling other digital products.

*Operating Expenses.* Our operating expenses consist primarily of (1) programming, engineering, sales, advertising and promotion, and general and administrative expenses incurred at our radio stations, (2) general and administrative expenses, including compensation and other expenses, incurred at our corporate offices, and (3) depreciation and amortization. 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 U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

- it requires assumptions to be made that were uncertain at the time the estimate was made; and
- changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

Our critical accounting estimates are described in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes to our critical accounting estimates during the first quarter of 2015.

### Recent Accounting Pronouncements

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

### Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31, 2014

The following summary table presents a comparison of our results of continuing operations for the three months ended March 31, 2014 and 2015 with respect to certain of our key financial measures. These changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

|  | Three Months ended March 31, 2014 | 2015 | Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| Net revenue | $12,955,429 | $24,250,839 | $11,295,410 | 87.2% |
| Station operating expenses | 9,607,617 | 17,813,948 | 8,206,331 | 85.4 |
| Corporate general and administrative expenses | 2,275,004 | 2,439,147 | 164,143 | 7.2 |
| Radio station exchange transaction costs | — | 303,762 | 303,762 | — |
| Depreciation and amortization | 466,739 | 1,118,853 | 652,114 | 139.7 |
| Interest expense | 1,223,715 | 948,006 | (275,709) | (22.5) |
| Other income (expense), net | 23,039 | 471,805 | 448,766 | 1,947.9 |
| Income tax expense | 921,110 | 800,544 | (120,566) | (13.1) |
| Income from discontinued operations (net of income taxes) | 2,198,589 | — | (2,198,589) | (100.0) |
| Net income | 682,872 | 1,298,384 | 615,512 | 90.1 |

*Net Revenue.* Net revenue from continuing operations increased $11.3 million during the three months ended March 31, 2015. Significant factors affecting net revenue included $6.1 million in additional advertising revenue from our Charlotte market cluster and $5.8 million in additional advertising from our Tampa-Saint Petersburg market cluster, both of which were acquired on December 1, 2014, partially offset by a $0.4 million decrease in advertising revenue from our Wilmington market cluster. Net revenue for the three months ended March 31, 2015 was comparable to net revenue for the same period in 2014 at our remaining market clusters.

*Station Operating Expenses.* Station operating expenses from continuing operations increased $8.2 million during the three months ended March 31, 2015. Significant factors affecting station operating expenses included $4.4 million in additional expenses from our Tampa-Saint Petersburg market cluster and $4.4 million in additional expenses from our Charlotte market cluster, partially offset by a $0.3 million decrease at our Las Vegas market cluster. Station operating expenses for the three months ended March 31, 2015 were comparable station operating expenses for the same period in 2014 at our remaining market clusters.

*Corporate General and Administrative Expenses.* The $0.2 million increase in corporate general and administrative expenses during the three months ended March 31, 2015 was primarily due to an increase in cash and stock-based compensation expense.

*Radio Station Exchange Transaction Costs.* In connection with the asset exchange with CBS Radio, we incurred additional transaction costs of $0.3 million during the first quarter of 2015.

*Depreciation and Amortization.* The $0.7 million increase in depreciation and amortization during the three months ended March 31, 2015 was primarily due to $0.4 million in additional expense from our Charlotte market cluster and $0.2 million in additional expense from our Tampa-Saint Petersburg market cluster as compared to the same period in 2014.

*Interest Expense.* Interest expense decreased $0.3 million during the three months ended March 31, 2015. Significant factors affecting interest expense included a decrease in long-term debt outstanding.

*Other Income (Expense), Net.* The $0.4 million increase in other income (expense), net during the three months ended March 31, 2015 was primarily due to the receipt of insurance proceeds of $0.4 million related to a radio tower damaged by severe weather in our Augusta market.

*Income Tax Expense.* Our effective tax rate was approximately 38% for the three months ended March 31, 2015. This rate differs from the federal statutory rate of 35% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes. Our effective tax rate for continuing and discontinued operations combined was approximately 78% for the three months ended March 31, 2014. This rate differs from the federal statutory rate of 35% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes. The increase in the effective tax rate for the three months ended March 31, 2014 as compared to the same period in 2015 also reflects a $1.3 million increase from a change to our federal tax rate partially offset by a $0.2 million decrease from a change to our effective state tax rate.

*Income from Discontinued Operations.* The results of operations for WRDW-FM and WXTU-FM in the Philadelphia radio market and WKIS-FM, WPOW-FM and WQAM-AM in the Miami-Fort Lauderdale radio market have been reported as discontinued operations for the three months ended March 31, 2014.

*Net Income.* Net income during the three months ended March 31, 2015 increased $0.6 million as a result of the factors described above.

### Liquidity and Capital Resources

*Overview.* Our primary sources of liquidity are internally generated cash flow and our revolving credit loan. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures and radio station acquisitions. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with radio station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our studio and office space and the technological improvement, including upgrades necessary to broadcast HD Radio, and maintenance of our broadcasting towers and equipment. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

Our credit agreement permits us to repurchase sufficient shares of our common stock to fund withholding taxes in connection with the vesting of restricted stock, subject to compliance with financial covenants, up to an aggregate amount of $2.0 million per year. We paid $0.2 million to repurchase 47,475 shares during the three months ended March 31, 2015.

Our credit agreement permits us to pay cash dividends and to repurchase additional shares of our common stock, subject to compliance with financial covenants, up to an aggregate amount of $5.0 million for 2015 and $6.0 million for each year thereafter. The aggregate amount increases to $10.0 million in any year that our consolidated total debt is less than three times our consolidated operating cash flow. We paid cash dividends of $1.0 million during the three months ended March 31, 2015. Also, on March 11, 2015, our board of directors declared a cash dividend of $0.045 per share on our Class A and Class B common stock. The dividend of $1.0 million in the aggregate was paid on April 10, 2015, to stockholders of record on March 31, 2015.

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

- internally generated cash flow;
- our revolving credit facility;
- additional borrowings, other than under our existing revolving credit facility, to the extent permitted under our credit agreement; and
- additional equity offerings.

We believe that 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 twelve months. However, poor financial results or unanticipated expenses could give rise to defaults under our credit facility, 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.

Our ability to reduce our consolidated total debt ratio, as defined by our credit agreement, by increasing operating cash flow and/or decreasing long-term debt will determine how much, if any, of the remaining commitments under our revolving credit facility will be available to us in the future. Poor financial results or unanticipated expenses could result in our failure to maintain or lower our consolidated total debt ratio and we may not be permitted to make any additional borrowings under our revolving credit facility.

The following summary table presents a comparison of our capital resources for the three months ended March 31, 2014 and 2015 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 financial statements and notes to financial statements included in Item 1 of this report.

|  | Three months ended March 31, 2014 | 2015 |
| --- | ---: | ---: |
| Net cash provided by operating activities | $4,214,341 | $1,564,316 |
| Net cash used in investing activities | (1,155,222) | (560,592) |
| Net cash used in financing activities | (4,639,144) | (2,916,244) |
| Net decrease in cash and cash equivalents | $(1,580,025) | $(1,912,520) |

*Net Cash Provided By Operating Activities.* Net cash provided by operating activities decreased $2.7 million during the three months ended March 31, 2015. Significant factors affecting this decrease in net cash provided by operating activities included a $2.1 million increase in income tax payments, a $1.0 million decrease in cash receipts from the sale of advertising airtime, and payments of $0.3 million for additional transaction costs related to the asset exchange with CBS Radio, partially offset by insurance proceeds of $0.4 million received in the first quarter of 2015 and a $0.3 million decrease in interest payments.

*Net Cash Used In Investing Activities.* Net cash used in investing activities during the three months ended March 31, 2015 included payments of $0.5 million for capital expenditures. Net cash used in investing activities for the same period in 2014 included payments of $1.2 million for capital expenditures.

*Net Cash Used In Financing Activities.* Net cash used in financing activities during the three months ended March 31, 2015 included repayments of $1.5 million under our credit facility, payments of $1.0 million for cash dividends, and payments of $0.2 million for repurchases of our Class A common stock. Net cash used in financing activities for the same period in 2014 included repayments of $3.4 million under our credit facility, payments of $1.0 million for cash dividends, and payments of $0.4 million for repurchases of our Class A common stock.

*Credit Facility.* As of March 31, 2015, the credit facility consisted of a term loan with a remaining balance of $96.2 million and a revolving credit facility with a maximum commitment of $20.0 million. As of March 31, 2015, we had $16.6 million in available commitments under our revolving credit facility. At our election, the credit facility may bear interest at either (i) adjusted LIBOR, as defined in the credit agreement, plus a margin ranging from 2.75% to 4.75% that is determined by our consolidated total debt ratio, as defined in the credit agreement or (ii) the base rate, as defined in the credit agreement, plus a margin ranging from 1.75% to 3.75% that is determined by our consolidated total debt ratio. Interest on adjusted LIBOR loans is payable at the end of each applicable interest period and, for those interest periods with a duration in excess of three months, the three month anniversary of the beginning of such interest period. Interest on base rate loans is payable quarterly in arrears. The credit facility carried interest, based on adjusted LIBOR, at 3.4% as of March 31, 2015 and matures on August 9, 2019.

The credit agreement requires mandatory prepayments equal to 50% of consolidated excess cash flow, as defined in the credit agreement, when our consolidated total debt is equal to or greater than three times our consolidated operating cash flow, as defined in the credit agreement. Prepayments of excess cash flow are not required when our consolidated total debt is less than three times our consolidated operating cash flow. Mandatory prepayments of consolidated excess cash flow are due 120 days after year end. The credit agreement also requires mandatory prepayments for defined amounts from net proceeds of asset sales, net insurance proceeds, and net proceeds of debt issuances.

The credit agreement requires us to comply with certain financial covenants which are defined in the credit agreement. These financial covenants include:

- *Consolidated Total Debt Ratio.* Our consolidated total debt on the last day of each fiscal quarter through June 30, 2015 must not exceed 4.25 times our consolidated operating cash flow for the four quarters then ended. The maximum ratio is 4.0 times for the period from July 1, 2015 through December 31, 2015, 3.75 times for 2016, 3.25 times for 2017, and 3.0 times thereafter.
- *Interest Coverage Ratio.* Our consolidated operating cash flow for the four quarters ending on the last day of each fiscal quarter through maturity must not be less than 2.0 times our consolidated cash interest expense for the four quarters then ended.

The credit facility is secured by a first-priority lien on substantially all of the Company’s assets and the assets of substantially all of its subsidiaries and is guaranteed jointly and severally by the Company and substantially all of its subsidiaries. The guarantees were issued to our lenders for repayment of the outstanding balance of the credit facility. If we default under the terms of the credit agreement, we and our applicable subsidiaries may be required to perform under their guarantees. As of March 31, 2015, the maximum amount of undiscounted payments and our applicable subsidiaries would have been required to make in the event of default was $96.2 million. The guarantees for the credit facility expire on August 9, 2019.

The aggregate scheduled principal repayments of the credit facility for the remainder of 2015 and the next four years are as follows:

|  |  |
| --- | ---: |
| 2015 | $1,612,500 |
| 2016 | 6,390,626 |
| 2017 | 7,668,752 |
| 2018 | 8,946,876 |
| 2019 | 71,574,996 |
| Total | $96,193,750 |

Failure to comply with financial covenants, scheduled interest payments, scheduled principal repayments, or any other terms of our credit agreement could result in the acceleration of the maturity of our outstanding debt, which could have a material adverse effect on our business or results of operations. As of March 31, 2015, we were in compliance with all applicable financial covenants under our credit agreement; our consolidated total debt ratio was 3.25 times, and our interest coverage ratio was 7.08 times.

## Controls and procedures

As filed, 749 characters.

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 March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 231 characters.

The risk affecting our Company are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014. There have been no material changes to the risks affecting our Company during the first quarter of 2015

Filed May 13, 2015.
Source: SEC EDGAR, the filing index for accession 0001193125-15-185093. Last ingested by Listed: Oct 24, 2026, 15:02 ET. No prices; not investment advice.