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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2000
or
[_]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: 0-29253
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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 of organization) Identification No.)
3033 Riviera Drive, Suite 200
Naples, Florida 34103
(Address of principal executive offices and Zip Code)
(941) 263-5000
(Registrant's telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act:
None
Securities Registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.001 par value
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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 [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. [_]
As of February 9, 2001, the aggregate market value of the Class A common
stock held by non-affiliates of the registrant was $90,650,850 based on the
closing price on The Nasdaq Stock Market's National Market on such date.
Class A Common Stock, $.001 par value 7,252,068 Shares Outstanding as of
February 9, 2001
Class B Common Stock, $.001 par value 17,021,373 Shares Outstanding as of
February 9, 2001
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BEASLEY BROADCAST GROUP, INC.
FORM 10-K ANNUAL REPORT
FOR THE PERIOD ENDED DECEMBER 31, 2000
TABLE OF CONTENTS
Page
----
Part I--Financial Information
Item 1. Business............................................................................... 1
Item 2. Properties............................................................................. 18
Item 3. Legal Proceedings...................................................................... 18
Item 4. Submission of Matters to a Vote of Security Holders.................................... 18
Part II--Other Information
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.................. 19
Item 6. Selected Financial Data................................................................ 20
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.. 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk............................. 30
Item 8. Financial Statements and Supplementary Data............................................ 31
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure... 54
Part III
Item 10. Directors and Executive Officers of the Registrant..................................... 54
Item 11. Executive Compensation................................................................. 56
Item 12. Security Ownership of Certain Beneficial Owners and Management......................... 58
Item 13. Certain Relationships and Related Transactions......................................... 59
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K....................... 61
Signatures...................................................................................... 64
i
PART I
ITEM 1. BUSINESS
Overview
We were founded in 1961 and are the 16th largest radio broadcasting company
in the United States based on 1999 gross revenues. After giving effect to our
pending acquisitions in Augusta, we will own and operate 44 stations, 28 FM and
16 AM. Our stations are located in eleven large and midsized markets primarily
located in the eastern United States. Nineteen of these stations are located in
seven of the nation's top fifty radio markets: Atlanta, Philadelphia, Boston,
Miami-Ft. Lauderdale, Las Vegas, New Orleans and West Palm Beach. Our station
groups rank among the three largest clusters, based on gross revenues, in seven
of our eleven markets and, collectively, our radio stations reach approximately
3.6 million people on a weekly basis. For the year ended December 31, 2000,
giving effect to acquisitions and dispositions completed during the period, as
well as the pending acquisitions mentioned above and our recent acquisitions in
Las Vegas and New Orleans, as if these acquisitions had been completed at the
beginning of the period, we had net revenues of $127.2 million, broadcast cash
flow of $40.7 million and a net loss of $38.8 million.
We seek to maximize revenues and broadcast cash flow by acquiring and
operating clusters of stations in high-growth large and midsized markets
located primarily in the eastern United States. Our radio stations program a
variety of formats, including urban, contemporary hit radio and country, which
target the demographic groups in each market that we consider the most
attractive to our advertisers. The combination of our market clusters and our
advertising, sales and programming expertise has enabled us to achieve strong
same station revenue and broadcast cash flow growth demonstrated as follows:
. same station net revenues increased 10.8% for the year ended December 31,
2000 compared to the same period in 1999; and
. same station broadcast cash flow increased 17.8% for the year ended
December 31, 2000 compared to the same period in 1999.
For the periods presented above, we calculate same station results by
comparing the performance of radio stations operated by us at December 31, 2000
to the performance of those same stations, whether or not operated by us, in
the corresponding period of the prior year. These results include the effect of
barter revenues and expenses. Same station results exclude the Las Vegas and
New Orleans stations we recently acquired as well as the Augusta stations we
have agreed to acquire. They also exclude WPTP-FM in the Philadelphia market,
which changed formats during the fourth quarter of 2000.
We are led by our Chairman and Chief Executive Officer, George G. Beasley,
who has 40 years of experience in the radio broadcasting industry. Under Mr.
Beasley's guidance, excluding the stations that we currently own, we have
acquired and disposed of a total of 52 radio stations, including stations in
Los Angeles, Chicago, New Orleans, Orlando and Cleveland. We acquired these 52
stations for an aggregate acquisition price of approximately $168.0 million and
the total consideration that we received upon disposition was valued at
approximately $346.1 million. Mr. Beasley is supported by a management team
with an average of 17 years of experience in the radio broadcasting industry.
Mr. Beasley and our management team have established a track record of
acquiring and operating a substantial portfolio of well run radio stations and,
in several instances, have demonstrated the ability to reposition and turn
around under-performing stations. We believe that we are well positioned to
continue to realize cash flow growth from our existing stations and to acquire
and operate new radio stations in both existing and new markets with positive
demographic trends and growth characteristics.
Recent Events
On November 6, 2000, we changed the format at WPTP-FM in the Philadelphia
market. In connection with this format change, we incurred certain one-time
expenses, which were recorded in the statement of operations during the fourth
quarter of 2000. We expect revenues, station operating expenses, and broadcast
cash flow at WPTP-FM to decrease during the early stages of this transition.
On November 13, 2000, we entered into an agreement to purchase two FM radio
stations in the Augusta market for an aggregate purchase price of approximately
$12.0 million. We intend to finance this acquisition through our credit
facility. The consummation of the pending transaction is subject to certain
conditions, including the approval of the FCC. Although we believe these
closing conditions are customary for transactions of this type, these
conditions may not be satisfied. We expect to close on this transaction during
the second quarter of 2001.
On December 28, 2000, we sold all of the radio towers and related real
estate assets owned by Beasley Broadcast Group to Beasley Family Towers, Inc.,
which is owned by George G. Beasley, B. Caroline Beasley, Bruce G. Beasley,
Brian E. Beasley, Bradley C. Beasley and Robert E. Beasley for approximately
$5.1 million. The purchase price was paid with an unsecured note payable to us
from Beasley Family Towers bearing interest at the applicable federal rate. In
connection with this transaction, we entered into twenty-year lease agreements
to lease the radio towers from Beasley Family Towers. Annual rent under these
leases is expected to be approximately $467,000.
On January 14, 2000, we purchased 600,000 shares of common stock of
FindWhat.com in exchange for a $3.0 million promissory note. On December 31,
2000, we considered a decline in market value to be other than temporary and
recorded an unrealized loss on this investment of approximately $2.4 million.
On December 29, 1998, we filed a lawsuit in the Circuit Court of the
Eleventh Judicial Circuit, Miami-Dade County, against the Florida Marlins Inc.,
Florida Marlins Baseball Team, Ltd., and Front Row Communications for breach of
contract and other related claims. The lawsuit is based on actions taken by the
Florida Marlins major league baseball team to trade or release key players of
the Marlins after the 1997 season, thereby transforming the Marlins into a non-
competitive team. On January 14, 2000, the court dismissed the Marlins' motion
for summary judgment. On May 22, 1999, the Marlins countersued for breach of
contract. On January 10, 2001, we settled both lawsuits with the other parties
with no material impact on the financial statements.
On January 31, 2001, we purchased the equity interest in three FM radio
stations in the Las Vegas market and two FM and one AM radio stations in the
New Orleans market for an aggregate purchase price of approximately $113.5
million. The acquisition was financed through our credit facility.
Initial Public Offering and Corporate Reorganization
On February 11, 2000, we offered and sold 6,850,000 shares of Class A common
stock. In connection with our initial public offering, we effected a corporate
reorganization. Before our reorganization, we were comprised of a series of
subchapter S corporations, a general partnership and a series of limited
partnerships and limited liability companies. The subchapter S corporations and
the general partnership held the operating assets of our radio stations and the
limited partnerships held the FCC licenses for our radio stations. Subchapter S
Corporations and partnerships are flow-through entities for federal and some
state and local income tax purposes. As a result, our combined net income for
federal and some state and local income tax purposes has been reported by and
taxed directly to the equity holders of these entities, rather than to us. In
connection with our initial public offering, our subchapter S corporation
status of these entities terminated, and we became subject to federal and
applicable state and local corporate income tax as a subchapter C corporation.
After our reorganization, the various entities comprising our business
became indirect, wholly-owned subsidiaries of Beasley Broadcast Group. To
effect this corporate reorganization:
. George G. Beasley and members of his immediate family contributed their
equity interests in those entities to Beasley Broadcast Group in exchange
for a total of 17,021,373 shares of Class B common stock of Beasley
Broadcast Group; and
. two of our general managers contributed their equity interests in two of
the entities to Beasley Broadcast Group in exchange for a total of
402,068 shares of Class A common stock of Beasley Broadcast Group.
2
Immediately after these contribution transactions, Beasley Broadcast Group
contributed the capital stock and partnership interests it acquired to Beasley
Mezzanine Holdings, LLC, in exchange for all the membership interests in
Beasley Mezzanine Holdings. As a result, Beasley Mezzanine Holdings became a
wholly-owned subsidiary of Beasley Broadcast Group and our radio station assets
are owned by a series of wholly-owned subsidiaries of Beasley Mezzanine
Holdings.
Operating Strategy
The principal components of our operating strategy are to:
. Develop Market-Leading Clusters. We seek to secure and maintain a
leadership position in the markets we serve by creating clusters of
multiple stations in each of our markets. Our station groups rank among
the three largest clusters, based on gross revenues, in seven of our
eleven markets. We operate our stations in clusters to capture a variety
of demographic listener groups, which enhances our stations' appeal to a
wide range of advertisers. In addition, we have been able to achieve
operating efficiencies by strategically aligning our sales and
promotional efforts and consolidating broadcast facilities where possible
to minimize duplicative management positions and reduce overhead
expenses. Finally, we believe that strategic acquisitions of additional
stations in existing clusters positions us to capitalize on our market
expertise and existing relationships with local advertisers to increase
revenues of the acquired stations.
. Conduct Extensive Market Research. We conduct extensive market research
to enhance our ratings and in certain circumstances to identify
opportunities to reformat a station to reach an underserved demographic
group. Our research, programming and marketing strategy combines thorough
research with an assessment of our competitors' vulnerabilities and
overall market dynamics in order to identify specific audience and
formatting opportunities within each market. Using this research, we
tailor our programming, marketing and promotions on each station to
maximize its appeal to its target audience and to respond to the changing
preferences of our listeners.
. Establish Strong Local Brand Identity. Our stations pursue a variety of
programming and marketing initiatives designed to develop a distinctive
identity and to strengthen the stations' local brand or franchise. In
addition, through our research, programming and promotional initiatives,
we create a marketable identity for our stations to enhance audience
share and listener loyalty. As part of this objective, we promote
nationally recognized on-air personalities and local sports programming
at a number of our stations. For example, we broadcast nationally-
syndicated shows such as "Howard Stern" and we are the flagship station
for the Miami Dolphins, Florida Marlins, Florida Panthers and Miami
Hurricanes on our sports station in the Miami-Ft. Lauderdale market.
. Build Relationship-Oriented Sales Staff and Emphasize Focused Marketing
and Promotional Initiatives. We seek to gain advertising revenue share in
each of our markets by utilizing our relationship-oriented sales staff to
lead local and national marketing and promotional initiatives. We design
our sales efforts based on advertiser demand and market conditions. Our
stations have an experienced and stable sales force with an average of
three years experience with Beasley Broadcast Group. In addition, we
provide our sales force with extensive training, competitive compensation
and performance based incentives. Our stations also engage in special
local promotional activities such as concerts featuring nationally
recognized performers, contests, charitable events and special community
events. Our experienced sales staff and these promotional initiatives
help strengthen our relationship with our advertisers and listening
community.
. Hire, Develop and Motivate Strong Local Management Teams. Our station
general managers have been with Beasley Broadcast Group for an average of
approximately nine years, and a substantial majority operate under
employment contracts. We believe that broadcasting is primarily a
locally-based business and much of its success is based on the efforts of
local management teams. We believe that our station managers have been
able to recruit, develop, motivate and train superior management teams.
We
3
offer competitive compensation packages with performance-based incentives
for our key employees. In addition, we provided employees with
opportunities for personal growth and advancement through extensive
training, seminars and other educational initiatives.
. Enhance Broadcast Cash Flow of Underutilized AM Stations. We seek to
selectively acquire and enhance the performance of major-market AM
stations serving niche markets. To enhance broadcast cash flows at these
radio stations, we sell blocks of time to providers of health, ethnic,
religious and other specialty formats.
Acquisition Strategy
Since June 1996, we have acquired or agreed to acquire 33 radio stations.
Our future acquisition strategy, which will focus on stations located in the
100 largest radio markets, is to:
. acquire additional radio stations in our current markets to further
enhance our market position;
. acquire existing clusters in new markets or establish a presence in new
markets where we believe we can build successful clusters over time;
. pursue swap opportunities with other radio station owners to build or
enhance our market clusters; and
. selectively acquire large-market AM stations serving attractive
demographic groups with specialty programming.
Internet Strategy
We have formed a division, Beasley Interactive, to create an Internet
presence for Beasley Broadcast Group that will complement our existing radio
business. We have also hired a team of creative directors to develop web page
content for our radio stations' web sites that reflects each station's
programming and brand. Our strategy is to create additional revenue streams
from advertising, e-commerce and web page development and support for
advertisers by capitalizing on the loyalty of our radio station listeners by
persuading them to use our stations' web sites.
From time to time, we expect to make strategic investments in Internet
companies that we believe are complementary to our radio broadcasting business
and that are available on commercially attractive terms. On January 14, 2000,
we purchased 600,000 shares of common stock of FindWhat.com, representing
approximately 4.8% of the outstanding capital stock, in exchange for $3.0
million, reflected by a promissory note. The outstanding amount due under the
promissory note may be offset by the purchase price of advertisements placed
by FindWhat.com with our radio stations. We have recorded an unrealized loss
on this investment. See "Management's Discussion and Analysis" for more
information. Also, in December 1999, we entered into an agreement to purchase
750,000 shares of preferred stock of eTour, Inc., representing approximately
2.8% of the outstanding capital stock, in exchange for $3.0 million of
advertising time from our radio stations.
4
Station Portfolio
Our stations are clustered in demographically attractive and growing markets
located mostly in the eastern United States, including major markets such as
Atlanta, Philadelphia, Boston, Miami-Ft. Lauderdale, Las Vegas, New Orleans,
and West Palm Beach. The following table sets forth information about our
portfolio and the markets where we operate. The column entitled Beasley
Stations in the table includes radio stations in Augusta that we have agreed to
acquire.
2000
Beasley
1995-1999 Beasley Market
2000 Radio Market 2000 Stations Revenue
Radio Market Average Annual Radio Market --------- -----------
Market Revenue Rank Revenue Growth Revenue Growth FM AM Share Rank
- ------ ------------ -------------- -------------- ---- ---- ----- ----
Atlanta, GA............. 7 16.7% 10.1% -- 2 -- --
Philadelphia, PA........ 9 10.5 6.6 2 2 6.1% 5
Boston, MA.............. 10 14.8 12.0 -- 1 -- --
Miami-Ft. Lauderdale,
FL..................... 12 11.1 8.6 2 3 18.1 2
Las Vegas, NV........... 39 17.3 13.2 3 -- 13.8 3
New Orleans, LA......... 40 9.4 9.1 2 1 12.5 3
West Palm Beach, FL..... 44 10.5 11.0 -- 1 -- --
Ft. Myers-Naples, FL.... 74 10.3 8.3 4 1 35.7 1
Greenville-New Bern-
Jacksonville, NC....... 86 11.5 11.9 5 1 58.4 1
Fayetteville, NC........ 91 13.8 4.0 4 2 61.7 1
Augusta, GA............. 112 4.9 1.5 6 2 42.1 1
---- ----
Total................. 28 16
For this report, we derived:
. the 2000 radio market revenue rank from BIA Research, Inc.
. the 1995-1999 radio market average annual revenue growth from Duncan's
Radio Market Guide (2000 ed.).
. the 2000 radio market revenue growth from Miller, Kaplan, Arase & Co.
(December 2000 ed.). Because information was not available from Miller,
Kaplan, Arase & Co. for the Atlanta, Boston, and West Palm Beach markets,
for these markets we used Duncan's Radio Market Guide (2000 ed.).
. our audience share and audience rank in target demographic data from
surveys of persons, listening Monday through Sunday, 6 a.m. to 12
midnight, in the indicated demographic, as set forth in the Fall 2000
radio market reports published by The Arbitron Ratings Company.
. our 2000 cluster market revenue rank and 2000 cluster market revenue
share data from Miller, Kaplan, Arase & Co. (December 2000 ed.).
. the viable station data for each market from Duncan's Radio Market Guide
(2000 ed.). Duncan's defines viable stations as stations that are active
and viable competitors for advertising dollars in a market.
We present radio station and market data assuming the completion of our
pending acquisitions. Further information about our radio stations on a market-
by-market basis follows.
ATLANTA, GA
2000 Radio Market Revenue Rank: 7
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- --------- ----------- ------------------ ------------------
WAEC-
AM 2000 religious 35-64 -- --
WWWE-
AM 2000 Hispanic 35-64 -- --
5
Market Overview
Atlanta is the seventh largest radio market in the United States based on
2000 radio market revenue. Radio market revenues in the Atlanta market have
grown from approximately $170.0 million in 1995 to approximately $315.2 million
in 1999 at an average annual rate of 16.7%. Radio market revenue grew 10.1% in
2000, as compared to 1999. In 1999, there were 17 viable stations in the
Atlanta market.
PHILADELPHIA, PA
2000 Radio Market Revenue Rank: 9
2000 Cluster Market Revenue Share: 6.1%
2000 Cluster Market Revenue Rank: 5
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- --------- ----------- ------------------ ------------------
WXTU-FM 1983 country 25-54 4.1% 10t
WPTP-FM 1997 80's 25-49 1.7 17
WWDB-AM 1986 financial 35-64 men * --
WTMR-AM 1998 religious 35-64 * --
- --------
t Tied for audience rank.
* Less than 1%.
Market Overview
Philadelphia is the ninth largest radio market in the United States based on
2000 radio market revenue. Radio market revenues in the Philadelphia market
have grown from approximately $192.2 million in 1995 to approximately $286.4
million in 1999 at an average annual rate of 10.5%. Radio market revenue grew
6.6% in 2000, as compared to 1999. In 1999, there were 19 viable stations in
the Philadelphia market.
BOSTON, MA
2000 Radio Market Revenue Rank: 10
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- -------- ----------- ------------------ ------------------
WRCA-AM 2000 Hispanic 25-54 -- --
Market Overview
Boston is the tenth largest radio market in the United States based on 2000
radio market revenue. Radio market revenues in the Boston market have grown
from approximately $171.0 million in 1995 to approximately $296.7 million in
1999 at an average annual rate of 14.8%. Radio market revenue grew 12.0% in
2000, as compared to 1999. In 1999, there were 18.5 viable stations in the
Boston market.
MIAMI-FT. LAUDERDALE, FL
2000 Radio Market Revenue Rank: 12
2000 Cluster Market Share: 18.1%
2000 Cluster Market Revenue Rank: 2
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ----------- ----------- ------------------ ------------------
WPOW-FM 1986 dance CHR 18-34 10.9% 2
WQAM-AM 1996 sports/talk 25-54 men 4.4 5t
WKIS-FM 1996 country 25-54 2.9 15
WWNN-AM 2000 health 35+ -- --
WHSR-AM 2000 foreign 25-54 -- --
language
- --------
t Tied for audience rank.
6
Market Overview
Miami-Ft. Lauderdale is the twelfth largest radio market in the United
States based on 2000 radio market revenue. Radio market revenues in the Miami-
Ft. Lauderdale market have grown from approximately $154.5 million in 1995 to
approximately $235.1 million in 1999 at an average annual rate of 11.1%. Radio
market revenue grew 8.6% in 2000, as compared to 1999. In 1999, there were 24.5
viable stations in the Miami-Ft. Lauderdale market.
LAS VEGAS, NV
2000 Radio Market Revenue Rank: 39
2000 Cluster Market Share: 13.8%
2000 Cluster Market Revenue Rank: 3
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ------------ ----------- ------------------ ------------------
KJUL-FM 2001 nostalgia 35-64 6.5% 4
KKLZ-FM 2001 classic rock 25-54 men 4.4 9
KSTJ-FM 2001 80's 25-54 4.9 9t
- --------
t Tied for audience rank.
Market Overview
Las Vegas is the thirty-ninth largest radio market in the United States
based on 2000 radio market revenue. Radio market revenues in the Las Vegas
market have grown from approximately $38.0 million in 1995 to approximately
$71.9 million in 1999 at an average annual rate of 17.3%. Radio market revenue
grew 13.2% in 2000, as compared to 1999. In 1999, there were 19 viable stations
in the Las Vegas market.
NEW ORLEANS, LA
2000 Radio Market Revenue Rank: 40
2000 Cluster Market Share: 12.5%
2000 Cluster Market Revenue Rank: 3
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ------------- ----------- ------------------ ------------------
WRNO-FM 2001 classic rock 25-54 men 7.7% 3t
KMEZ-FM 2001 urban/ oldies 25-54 6.3 5t
WBYU-AM 2001 nostalgia 25-54 * 25
- --------
t Tied for audience rank.
* Less than 1%.
Market Overview
New Orleans is the fortieth largest radio market in the United States based
on 2000 radio market revenue. Radio market revenues in the New Orleans market
have grown from approximately $41.6 million in 1995 to approximately $59.5
million in 1999 at an average annual rate of 9.4%. Radio market revenue grew
9.1% in 2000, as compared to 1999. In 1999, there were 14 viable stations in
the New Orleans market.
WEST PALM BEACH, FL
2000 Radio Market Revenue Rank: 44
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- --------- ----------- ------------------ ------------------
WSBR-AM 2000 financial 35-64 men * 36t
- --------
t Tied for audience rank.
* Less than 1%.
7
Market Overview
West Palm Beach is the forty-fourth largest radio market in the United
States based on 2000 radio market revenue. Radio market revenues in the West
Palm Beach market have grown from approximately $33.7 million in 1995 to
approximately $50.1 million in 1999 at an average annual rate of 10.5%. Radio
market revenue grew 11.0% in 2000, as compared to 1999. In 1999, there were
13.5 viable stations in the West Palm Beach market.
FT. MYERS-NAPLES, FL
2000 Radio Market Revenue Rank: 74
2000 Cluster Market Revenue Share: 35.7%
2000 Cluster Market Revenue Rank: 1
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ---------------- ----------- ------------------ ------------------
WJBX-FM 1998 alternative rock 18-34 men 14.8% 1
WXKB-FM 1995 adult CHR 18-49 women 11.6 1
WRXK-FM 1986 classic rock 25-54 men 9.4 1
WJPT-FM 1998 nostalgia 55+ 8.1 2t
WWCN-AM 1987 sports/talk 25-54 men 1.4 21t
- --------
t Tied for audience rank.
Market Overview
Ft. Myers-Naples is the seventy-fourth largest radio market in the United
States based on 2000 radio market revenue. Radio market revenues in the Ft.
Myers-Naples market have grown from approximately $18.7 million in 1995 to
approximately $27.6 million in 1999 at an average annual rate of 10.3%. Radio
market revenue grew 8.3% in 2000, as compared to 1999. In 1999, there were 16.5
viable stations in the Ft. Myers-Naples market.
GREENVILLE-NEW BERN-JACKSONVILLE, NC
2000 Radio Market Revenue Rank: 86
2000 Cluster Market Revenue Share: 58.4%
2000 Cluster Market Revenue Rank: 1
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ------------------ ----------- ------------------ ------------------
WIKS-FM 1996 urban 25-54 11.8% 2
WSFL-FM 1991 classic rock 25-54 men 10.9 2t
WXNR-FM 1996 alternative rock 18-34 men 10.5 3t
WMGV-FM 1996 adult contemporary 25-54 women 10.0 3
WNCT-FM 1996 oldies 35-64 5.3 5
WNCT-AM 1996 Hispanic brokered 25-54 -- --
- --------
t Tied for audience rank.
Market Overview
Greenville-New Bern-Jacksonville is the eighty-sixth largest radio market in
the United States based on 2000 radio market revenue. Radio market revenues in
the Greenville-New Bern-Jacksonville market have grown from approximately $14.6
million in 1995 to approximately $22.5 million in 1999 at an average annual
rate of 11.5%. Radio market revenue grew 11.9% in 2000, as compared to 1999. In
1999, there were 11 viable stations in the Greenville-New Bern-Jacksonville
market.
8
FAYETTEVILLE, NC
2000 Radio Market Revenue Rank: 91
2000 Cluster Market Revenue Share: 61.7%
2000 Cluster Market Revenue Rank: 1
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ------------ ----------- ------------------ ------------------
WZFX-FM 1997 urban 18-49 16.2% 1
WKML-FM 1983 country 25-54 14.5 1
WFLB-FM 1996 oldies 35-64 8.4 4
urban/adult
WUKS-FM 1997 contemporary 25-54 7.2 5
WYRU-AM 1997 religious 35-64 1.2 18t
WAZZ-AM 1997 nostalgia 55+ * 35t
- --------
t Tied for audience rank.
* Less than 1%.
Market Overview
Fayetteville is the ninety-first largest radio market in the United States
based on 2000 radio market revenue. Radio market revenues in the Fayetteville
market have grown from approximately $11.3 million in 1995 to approximately
$18.9 million in 1999 at an average annual rate of 13.8%. Radio market revenue
grew 4.0% in 2000, as compared to 1999. In 1999, there were 10 viable stations
in the Fayetteville market.
AUGUSTA, GA
2000 Radio Market Revenue Rank: 112
2000 Cluster Market Revenue Share: 42.1%
2000 Cluster Market Revenue Rank: 1
Target Audience Share in Audience Rank in
Station Call Letters Year Acquired Format Demographic Target Demographic Target Demographic
- -------------------- ------------- ------------------ ----------- ------------------ ------------------
WGAC-AM 1993 news/talk/sports 35-64 13.0% 1
WKXC-FM pending country 25-54 11.1 1
WAJY-FM 1994 nostalgia 55+ 9.6 3
WCHZ-FM 1997 alternative rock 18-34 men 9.1 4t
WGOR-FM 1992 oldies 35-64 6.1 4
WSLT-FM pending adult contemporary 25-54 4.8 9t
WRDW-AM 2000 sports/talk 25-54 men 1.8 14t
WRFN-FM 2000 sports/talk 25-54 men -- --
- --------
t Tied for audience rank.
Market Overview
Augusta is the one hundred twelfth largest radio market in the United States
based on 2000 radio market revenue. Radio market revenues in the Augusta market
have grown from approximately $13.9 million in 1995 to approximately $16.8
million in 1999 at an average annual rate of 4.9%. Radio market revenue grew
1.5% in 2000, as compared to 1999. In 1999, there were 14.5 viable stations in
the Augusta market.
Competition; Changes in Broadcasting Industry
The radio broadcasting industry is highly competitive. The success of each
of our stations depends largely upon its audience ratings and its share of the
overall advertising revenue within its market. Our stations compete for
listeners and advertising revenue directly with other radio stations within
their respective markets. Radio stations compete for listeners primarily on the
basis of program content that appeals to a particular demographic group. By
building a strong listener base consisting of a specific demographic group in
each of our markets, we are able to attract advertisers seeking to reach those
listeners.
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The following are some of the factors that are important to a radio
station's competitive position:
. management experience;
. the station's local audience rank in its market;
. transmitter power;
. assigned frequency;
. audience characteristics;
. local program acceptance; and
. the number and characteristics of other radio stations and other
advertising media in the market area.
In addition, we attempt to improve our competitive position with promotional
campaigns aimed at the demographic groups targeted by our stations and by sales
efforts designed to attract advertisers.
Despite the competitiveness within the radio broadcasting industry, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC. The number of radio stations that can operate in a given
market is limited by strict AM interference criteria and availability of FM
radio frequencies allotted by the FCC to communities in that market. The number
of stations that a single entity may operate in a market is further limited by
the FCC's multiple ownership rules that regulate the number of stations serving
the same area that may be owned or controlled by a single entity.
Our stations also compete for audiences and advertising revenues within
their respective markets directly with other radio stations, as well as with
other media such as newspapers, magazines, network and cable television,
outdoor advertising and direct mail. In addition, the radio broadcasting
industry is subject to competition from new media technologies that are being
developed or introduced such as:
. satellite delivered digital audio radio service, which could result in
the near term introduction of new subscriber-based satellite radio
services with numerous channels and sound quality equivalent to that of
compact discs;
. audio programming by cable systems, direct broadcast satellite systems,
internet content providers, personal communications services and other
digital audio broadcast formats;
. in-band on-channel digital radio, which could provide multi-channel,
multi-format digital radio services in the same bandwidth currently
occupied by traditional AM and FM radio services; and
. low power FM radio, which could result in additional FM radio broadcast
outlets that are designed to serve localized areas.
The radio broadcasting industry historically has grown despite the
introduction of new technologies for the delivery of entertainment and
information, such as television broadcasting, cable television, audio tapes and
compact discs. A growing population and greater availability of radios,
particularly car and portable radios, have contributed to this growth. We
cannot assure you, however, that this historical growth will continue or that
the development or introduction in the future of any new media technology will
not have an adverse effect on the radio broadcasting industry.
The FCC has adopted licensing and operating rules for satellite delivered
audio and in April 1997 awarded two licenses for this service. Satellite
delivered audio may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats to local and/ or
national audiences. Digital technology also may be used in the future by
terrestrial radio broadcast stations either on existing or alternate
broadcasting frequencies, and the FCC has stated that it will consider making
changes to its rules to permit AM and FM radio stations to offer digital sound
following industry analysis of technical standards. In addition, the FCC has
authorized an additional 100 kHz of bandwidth for the AM band and has allotted
frequencies in this new band to certain existing AM station licensees that
applied for migration to the expanded AM band, subject to the requirement that
at the end of a transition period, those licensees return to the FCC either the
license for their existing AM band station or the license for the expanded AM
band station.
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We cannot predict what other matters might be considered in the future by
the FCC, nor can we assess in advance what impact, if any, the implementation
of any of these proposals or changes might have on our business.
We employ a number of on-air personalities and generally enter into
employment agreements with these personalities to protect our interests in
those relationships that we believe to be valuable. The loss of some of these
personalities could result in a short-term loss of audience share, but we do
not believe that the loss would have a material adverse effect on our business.
Federal Regulation Of Radio Broadcasting
The radio broadcasting industry is subject to extensive and changing
regulation of, among other things, program content, advertising content,
technical operations and business and employment practices. The ownership,
operation and sale of radio stations are subject to the jurisdiction of the
FCC. Among other things, the FCC:
. assigns frequency bands for broadcasting;
. determines the particular frequencies, locations, operating powers and
other technical parameters of stations;
. issues, renews, revokes, conditions and modifies station licenses;
. determines whether to approve changes in ownership or control of station
licenses;
. regulates equipment used by stations; and
. adopts and implements regulations and policies that directly affect the
ownership, operation and employment practices of stations.
The FCC has the power to impose penalties for violations of its rules or the
Communications Act, including the imposition of monetary forfeitures, the
issuance of short-term licenses, the imposition of a condition on the renewal
of a license, non-renewal of licenses and the revocation of operating
authority.
The following is a brief summary of some provisions of the Communications
Act and of specific FCC regulations and policies. The summary is not a
comprehensive listing of all of the regulations and policies affecting radio
stations. For further information concerning the nature and extent of federal
regulation of radio stations, you should refer to the Communications Act, FCC
rules and FCC public notices and rulings.
FCC Licenses. Radio stations operate pursuant to renewable broadcasting
licenses that are ordinarily granted by the FCC for maximum terms of eight
years. A station may continue to operate beyond the expiration date of its
license if a timely filed license renewal application is pending. During the
periods when renewal applications are pending, petitions to deny license
renewals can be filed by interested parties, including members of the public.
The FCC is required to hold hearings on a station's renewal application if a
substantial or material question of fact exists as to whether the station has
served the public interest, convenience and necessity. If, as a result of an
evidentiary hearing, the FCC determines that the licensee has failed to meet
certain requirements and that no mitigating factors justify the imposition of a
lesser sanction, then the FCC may deny a license renewal application.
Historically, FCC licenses have generally been renewed. We have no reason to
believe that our licenses will not be renewed in the ordinary course, although
there can be no assurance to that effect. The non-renewal of one or more of our
licenses could have a material adverse effect on our business.
The FCC classifies each AM and FM station. An AM station operates on either
a clear channel, regional channel or local channel. A clear channel is one on
which AM stations are assigned to serve wide areas. Clear channel AM stations
are classified as either: Class A stations, which operate on an unlimited time
basis and are designated to render primary and secondary service over an
extended area; Class B stations, which operate on an unlimited time basis and
are designed to render service only over a primary service area; or Class D AM
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stations, which operate either during daytime hours only, during limited times
only or on an unlimited time basis with low nighttime power. A regional channel
is one on which Class B and Class D AM stations may operate and serve primarily
a principal center of population and the rural areas contiguous to it. A local
channel is one on which AM stations operate on an unlimited time basis and
serve primarily a community and the immediately contiguous suburban and rural
areas. Class C AM stations operate on a local channel and are designed to
render service only over a primary service area that may be reduced as a
consequence of interference.
The minimum and maximum facilities requirements for an FM station are
determined by its class. FM class designations depend upon the geographic zone
in which the transmitter of the FM station is located. In general, commercial
FM stations are classified as follows, in order of increasing power and antenna
height: Class A, B1, C3, B, C2, C1, C0 and C. The FCC recently adopted a new
rule that subjects Class C FM stations that do not satisfy a certain antenna
height requirement to an involuntary downgrade in class to Class C0 under
certain circumstances.
The following table sets forth the metropolitan market served, call letters,
FCC license classification, frequency, power and FCC license expiration date of
each of the stations that we will own or operate upon the purchase of radio
stations in Augusta. In many cases, our licenses are held by wholly-owned
subsidiaries. Pursuant to FCC rules and regulations, many AM radio stations are
licensed to operate at a reduced power during the nighttime broadcasting hours,
which results in reducing the radio station's coverage during the nighttime
hours of operation. Both power ratings are shown, where applicable. For FM
stations, the maximum effective radiated power in the main lobe is given.
Expiration
Date of
FCC Power in FCC
Market Station Class Frequency Kilowatts License
- ------ ------- ----- --------- --------- ----------
Atlanta, GA............. WAEC-AM B 860 kHz 5 kW day/.5 kW night 04/01/2004
WWWE-AM D 1100 kHz 5 kW day 04/01/2004
Philadelphia, PA........ WXTU-FM B 92.5 MHz 15.5 kW 08/01/2006
WPTP-FM B 96.5 MHz 17.0 kW 08/01/2006
WTMR-AM B 800 kHz 5 kW day/.5 kW night 06/01/2006
WWDB-AM D 860 kHz 10 kW day 08/01/2006
Boston, MA.............. WRCA-AM B 1330 kHz 5 kW 04/01/2006
Miami-Ft. Lauderdale,
FL..................... WQAM-AM B 560 kHz 5 kW day/1 kW night 02/01/2004
WPOW-FM C 96.5 MHz 100 kW 02/01/2004
WKIS-FM C 99.9 MHz 100 kW 02/01/2004
WWNN-AM B 1470 kHz 50 kW day/2.5 kW 02/01/2004
WHSR-AM B 980 kHz 5 kW day/1 kW night 02/01/2004
Las Vegas, NV........... KKLZ-FM C 96.3 MHz 100 kW 10/01/2005
KJUL-FM C 104.3 MHz 24.5 kW 10/01/2005
KSTJ-FM C2 105.5 MHz 3.7 kW 10/01/2005
New Orleans, LA......... WRNO-FM C 99.5 MHz 100 kW 06/01/2004
KMEZ-FM C3 102.9 MHz 4.7 kW 06/01/2004
WBYU-AM C 1450 kHz 1 kW 06/01/2004
West Palm Beach, FL..... WSBR-AM B 740 kHz 2.5 kW day/.94 kW night 02/01/2004
Ft. Myers-Naples, FL.... WXKB-FM C1 103.9 MHz 100 kW 02/01/2004
WRXK-FM C 96.1 MHz 100 kW 02/01/2004
WJBX-FM C2 99.3 MHz 50 kW 02/01/2004
WJST-FM A 106.3 MHz 6 kW 02/01/2004
WWCN-AM B 770 kHz 10 kW day/1 kW night 02/01/2004
Greenville-New Bern-
Jacksonsville, NC...... WSFL-FM C1 106.5 MHz 100 kW 12/01/2003
WIKS-FM C1 101.9 MHz 100 kW 12/01/2003
WNCT-AM B 1070 kHz 10 kW day/night 12/01/2003
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Expiration
Date of
FCC Power in FCC
Market Station Class Frequency Kilowatts License
- ------ ------- ----- --------- --------- ----------
WNCT-FM C 107.9 MHz 100 kW 12/01/2003
WXNR-FM C2 99.5 MHz 16.5 kW 12/01/2003
WMGV-FM C1 103.3 MHz 100 kW 12/01/2003
Fayetteville, NC...... WZFX-FM C1 99.1 MHz 100 kW 12/01/2003
WKML-FM C 95.7 MHz 100 kW 12/01/2003
WFLB-FM C 96.5 MHz 100 kW 12/01/2003
WUKS-FM C3 107.7 MHz 5.2 kW 12/01/2003
WAZZ-AM C 1490 kHz 1 kW day/night 12/01/2003
WYRU-AM B 1160 kHz 5 kW day/.25 kW night 12/01/2003
Augusta, GA........... WGAC-AM B 580 kHz 5 kW day/1 kW night 04/01/2004
WGOR-FM C3 93.9 MHz 13 kW 04/01/2004
WCHZ-FM C3 95.1 MHz 5.7 kW 04/01/2004
WAJY-FM A 102.7 MHz 3 kW 12/01/2003
WRFN-FM A 93.1 MHz 4.1 kW 04/01/2004
WRDW-AM B 1480 kHz 5 kW day/night 04/01/2004
WKXC-FM C2 99.5 MHz 24 kW 12/01/2003
WSLT-FM A 98.3 MHz 2.8 kW 12/01/2003
Transfers or Assignment of License. The Communications Act prohibits the
assignment of broadcast licenses or the transfer of control of a broadcast
licensee without the prior approval of the FCC. In determining whether to grant
such approval, the FCC considers a number of factors pertaining to the licensee
and proposed licensee, including:
. compliance with the various rules limiting common ownership of media
properties in a given market;
. the character of the licensee and those persons holding attributable
interests in the licensee; and
. compliance with the Communications Act's limitations on alien ownership
as well as compliance with other FCC regulations and policies.
To obtain FCC consent to assign or transfer control of a broadcast license,
appropriate applications must be filed with the FCC. If the application
involves a substantial change in ownership or control, the application must be
placed on public notice for not less than 30 days during which time petitions
to deny or other objections against the application may be filed by interested
parties, including members of the public. These types of petitions are filed
from time to time with respect to proposed acquisitions. Informal objections to
assignment and transfer of control applications may be filed at any time up
until the FCC acts on the application. If the application does not involve a
substantial change in ownership or control, it is a pro forma application. The
pro forma application is nevertheless subject to having informal objections
filed against it. When passing on an assignment or transfer application, the
FCC is prohibited from considering whether the public interest might be served
by an assignment or transfer of the broadcast license to any party other than
the assignee or transferee specified in the application. If the FCC grants an
assignment or transfer application, interested parties have 30 days from public
notice of the grant to seek reconsideration of that grant. The FCC usually has
an additional ten days to set aside the grant on its own motion.
Multiple Ownership Rules. The Communications Act and FCC rules impose
specific limits on the number of commercial radio stations an entity can own in
a single market. These rules may preclude us from acquiring certain stations we
might otherwise seek to acquire. The rules also effectively prevent us from
selling stations in a market to a buyer that has reached its ownership limit in
the market unless that buyer divests other stations. The local radio ownership
rules are as follows:
. in markets with 45 or more commercial radio stations, ownership is
limited to eight commercial stations, no more than five of which can be
either AM or FM;
. in markets with 30 to 44 commercial radio stations, ownership is limited
to seven commercial stations, no more than four of which can be either AM
or FM;
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. in markets with 15 to 29 commercial radio stations, ownership is limited
to six commercial stations, no more than four of which can be either AM
or FM; and
. in markets with 14 or fewer commercial radio stations, ownership is
limited to five commercial stations or no more than 50% of the market's
total, whichever is lower, and no more than three of which can be either
AM or FM.
The FCC is also reportedly considering proposing a policy that would give
special review to a proposed transaction if it would enable a single owner to
attain a high degree of revenue concentration in a market. In connection with
this, the FCC has invited comment on the impact of concentration in public
notices concerning proposed transactions, and has delayed or refused its
consent in some cases because of revenue concentration.
The FCC has revised its radio/television cross-ownership rule to allow for
greater common ownership of television and radio stations. The revised
radio/television cross-ownership rule permits a single owner to own up to two
television stations, consistent with the FCC's rules on common ownership of
television stations, together with one radio station in all markets. In
addition, an owner will be permitted to own additional radio stations, not to
exceed the local ownership limits for the market, as follows:
. in markets where 20 media voices will remain after the consummation of
the proposed transaction, an owner may own an additional 5 radio
stations, or, if the owner only has one television station, an additional
6 radio stations; and
. in markets where 10 media voices will remain after the consummation of
the proposed transaction, an owner may own an additional 3 radio
stations.
A media voice includes each independently-owned, full power television and
radio station and each daily newspaper, plus one voice for all cable television
systems operating in the market.
In addition to the limits on the number of radio stations and
radio/television combinations that a single owner may own, the FCC's
broadcast/newspaper cross-ownership rule prohibits the same owner from owning a
broadcast station and a daily newspaper in the same geographic market.
The FCC generally applies its ownership limits to attributable interests
held by an individual, corporation, partnership or other association. In the
case of corporations controlling broadcast licenses, the interests of officers,
directors and those who, directly or indirectly, have the right to vote 5% or
more of the corporation's voting stock are generally attributable. In addition,
certain passive investors are attributable if they hold 20% or more of the
corporation's voting stock. The FCC recently revoked a rule that formerly
provided that interests of minority shareholders in a corporation were not
attributable if a single entity or individual held 50% or more of that
corporation's voting stock. In revoking the rule, the FCC has, however,
grandfathered as non-attributable those minority stock interests that were held
as of the date of the FCC's order.
The FCC has adopted a rule, known as the equity-debt-plus rule, that causes
certain creditors or investors to be attributable owners of a station,
regardless of whether there is a single majority stockholder. Under this new
rule, a major programming supplier or a same-market owner will be an
attributable owner of a station if the supplier or owner holds debt or equity,
or both, in the station that is greater than 33% of the value of the station's
total debt plus equity. A major programming supplier includes any programming
supplier that provides more than 15% of the station's weekly programming hours.
A same-market owner includes any attributable owner of a media company,
including broadcast stations, cable television and newspapers, located in the
same market as the station, but only if the owner is attributable under an FCC
attribution rule other than the equity-debt-plus rule. The attribution rules
limit the number of radio stations we may acquire or own in any market.
Alien Ownership Rules. The Communications Act prohibits the issuance or
holding of broadcast licenses by persons who are not U.S. citizens, whom the
FCC rules refer to as "aliens," including any corporation if more than 20% of
its capital stock is owned or voted by aliens. In addition, the FCC may
prohibit any corporation from holding a broadcast license if the corporation is
controlled by any other
14
corporation of which more than 25% of the capital stock is owned of record or
voted by aliens, if the FCC finds that the prohibition is in the public
interest. Our certificate of incorporation prohibits the ownership, voting and
transfer of our capital stock in violation of the FCC restrictions, and
prohibits the issuance of capital stock or the voting rights such capital stock
represents to or for the account of aliens or corporations otherwise subject to
domination or control by aliens in excess of the FCC limits. The certificate of
incorporation authorizes our board of directors to enforce these prohibitions.
For example, the certificate of incorporation provides for the redemption of
shares of our capital stock by action of the board of directors to the extent
necessary to comply with these alien ownership restrictions.
Time Brokerage Agreements. Over the past few years, a number of radio
stations have entered into what have commonly been referred to as time
brokerage agreements. While these agreements may take varying forms, under a
typical time brokerage agreement, separately owned and licensed radio stations
agree to enter into cooperative arrangements of varying sorts, subject to
compliance with the requirements of antitrust laws and with FCC's rules and
policies. Under these arrangements, separately-owned stations could agree to
function cooperatively in programming, advertising sales and similar matters,
subject to the requirement that the licensee of each station maintain
independent control over the programming and operations of its own station. One
typical type of time brokerage agreement is a programming agreement between two
separately-owned radio stations serving a common service area, whereby the
licensee of one station provides substantial portions of the broadcast
programming for airing on the other licensee's station, subject to ultimate
editorial and other controls being exercised by the latter licensee, and sells
advertising time during those program segments.
The FCC's rules provide that a radio station that brokers more than 15% of
the weekly broadcast time on another station serving the same market will be
considered to have an attributable ownership interest in the brokered station
for purposes of FCC's local radio ownership limits. As a result, in a market
where we own a radio station, we would not be permitted to enter into a time
brokerage agreement with another radio station in the same market if we could
not own the brokered station under the multiple ownership rules, unless our
programming on the brokered station constituted 15% or less of the brokered
station's programming time on a weekly basis. FCC rules also prohibit a
broadcast station from duplicating more than 25% of its programming on another
station in the same broadcast service, that is AM-AM or FM-FM through a time
brokerage agreement where the brokered and brokering stations which it owns or
programs serve substantially the same area.
Programming and Operations. The Communications Act requires broadcasters to
serve the public interest. The FCC gradually has relaxed or eliminated many of
the more formalized procedures it had developed in the past to promote the
broadcast of certain types of programming responsive to the needs of a
station's community of license. A licensee continues to be required, however,
to present programming that is responsive to issues of the station's community
of license and to maintain records demonstrating this responsiveness.
Complaints from listeners concerning a station's programming often will be
considered by the FCC when it evaluates renewal applications of a licensee,
although listener complaints may be filed at any time, are required to be
maintained in the station's public file and generally may be considered by the
FCC at any time. Stations also must pay regulatory and application fees and
follow various rules promulgated under the Communications Act. Those rules
regulate, among other things, political advertising, sponsorship
identifications, the advertisement of contests and lotteries, obscene and
indecent broadcasts and technical operations, including limits on human
exposure to radio frequency radiation.
On January 20, 2000, the FCC adopted new rules prohibiting employment
discrimination by broadcast stations on the basis of race, religion, color,
national origin, and gender; and requiring broadcasters to implement programs
to promote equal employment opportunities at their stations. The rules
generally require broadcast stations to disseminate information about job
openings widely so that all qualified applicants, including minorities and
women, have an adequate opportunity to compete for the job. Broadcasters may
fulfill this requirement by sending the station's job vacancy information to
organizations that request it, participating in community outreach programs, or
designing an alternative recruitment program. Broadcasters with five or
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more full-time employees must place in their public files annually a report
detailing their recruitment efforts and must file a statement with the FCC
certifying compliance with the rules every two years. Broadcasters with ten or
more full-time employees must file their annual reports with the FCC midway
through their license term. Broadcasters also must file employment information
with the FCC annually for statistical purposes. The FCC recently suspended the
effectiveness of its EEO rules in response to a January 16, 2001 decision of
the Court of Appeals for the District of Columbia Circuit, which vacated the
FCC's rules.
The FCC recently issued a decision holding that a broadcast station may not
deny a candidate for federal political office a request for broadcast
advertising time solely on the grounds that the amount of time requested is not
the standard length of time which the station offers to its commercial
advertisers. This decision is currently being reconsidered by the FCC. The
effect that this FCC decision will have on our programming and commercial
advertising operations is uncertain.
Proposed and Recent Changes. Congress and the FCC may in the future consider
and adopt new laws, regulations and policies regarding a wide variety of
matters that could affect, directly or indirectly, the operation, ownership and
profitability of our radio stations, including the loss of audience share and
advertising revenues for our radio stations, and an inability to acquire
additional radio stations or to finance those acquisitions. Such matters may
include:
. changes in the FCC's cross-interest, multiple ownership and attribution
policies including the definition of the local market for multiple
ownership purposes;
. regulatory fees, spectrum use fees or other fees on FCC licenses;
. streaming fees for radio;
. foreign ownership of broadcast licenses;
. restatement in revised form of FCC's equal employment opportunity rules
and revisions to the FCC's rules relating to political broadcasting,
including free air time to candidates;
. technical and frequency allocation matters; and
. proposals to restrict or prohibit the advertising of beer, wine and other
alcoholic beverages on radio.
The FCC currently is considering standards for evaluating, authorizing, and
implementing terrestrial digital audio broadcasting technology, including In-
Band On-Channel(TM) technology for FM radio stations. Digital audio
broadcasting's advantages over traditional analog broadcasting technology
include improved sound quality and the ability to offer a greater variety of
auxiliary services. In-Band On-Channel technology would permit an FM station to
transmit radio programming in both analog and digital formats, or in digital
only formats, using the bandwidth that the radio station is currently licensed
to use. It is unclear what regulations the FCC will adopt regarding Digital
Audio Broadcasting or In-Band On-Channel technology and what effect such
regulations would have on our business or the operations of its radio stations.
On January 20, 2000, the FCC voted to adopt rules creating a new low power
FM radio service. The new low power stations will operate at a maximum power of
between 10 and 100 watts in the existing FM commercial and non-commercial band.
Low power stations may be used by governmental and non-profit organizations to
provide noncommercial educational programming or public safety and
transportation radio services. No existing broadcaster or other media entity,
including us, will be permitted to have an ownership interest or enter into any
program or operating agreement with any low power FM station. During the first
two years of the new service, applicants must be based in the area that they
propose to serve. Applicants will not be permitted to own more than one station
nationwide during the initial two year period. After the initial two year
period, entities will be allowed to own up to five stations nationwide, and
after three years, the limit will be raised to ten stations nationwide. A
single person or entity may not own two low power stations whose transmitters
are less than seven miles from each other. The authorizations for the new
stations will not be transferable. The FCC has begun to accept applications for
new low power FM stations.
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At this time, it is difficult to assess the competitive impact of these new
stations. The new low power stations must comply with certain technical
requirements aimed at protecting existing FM radio stations from interference,
although we cannot be certain of the level of interference that low power
stations will cause after they begin operating. Moreover, if low power FM
stations are licensed in the markets in which we operate our stations, the low
power stations may compete for listeners and advertisers. The low power
stations may also limit our ability to obtain new license or to modify our
existing facilities. Any of these events may materially and adversely impact
our operating performance.
Finally, the FCC has adopted procedures for the auction of broadcast
spectrum in circumstances where two or more parties have filed for new or major
change applications which are mutually exclusive. Such procedures may limit our
efforts to modify or expand the broadcast signals of our stations.
We cannot predict what other matters might be considered in the future by
the FCC or Congress, nor can we judge in advance what impact, if any, the
implementation of any of these proposals or changes might have on our business.
Federal Antitrust Laws. The agencies responsible for enforcing the federal
antitrust laws, the Federal Trade Commission or the Department of Justice, may
investigate certain acquisitions. We cannot predict the outcome of any specific
FTC or Department of Justice investigation. Any decision by the FTC or the
Department of Justice to challenge a proposed acquisition could affect our
ability to consummate the acquisition or to consummate it on the proposed
terms.
For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino
Act requires the parties to file Notification and Report Forms concerning
antitrust issues with the FTC and the Department of Justice and to observe
specified waiting period requirements before consummating the acquisition. If
the investigating agency raises substantive issues in connection with a
proposed transaction, then the parties frequently engage in lengthy discussions
or negotiations with the investigating agency concerning possible means of
addressing those issues, including restructuring the proposed acquisition or
divesting assets. In addition, the investigating agency could file suit in
federal court to enjoin the acquisition or to require the divestiture of
assets, among other remedies. Acquisitions that are not required to be reported
under the Hart-Scott-Rodino Act may be investigated by the FTC or the
Department of Justice under the antitrust laws before or after consummation. In
addition, private parties may under certain circumstances bring legal action to
challenge an acquisition under the antitrust laws.
As part of its increased scrutiny of radio station acquisitions, the
Department of Justice has stated publicly that it believes that local marketing
agreements, joint sales agreements, time brokerage agreements and other similar
agreements customarily entered into in connection with radio station transfers
could violate the Hart-Scott-Rodino Act if such agreements take effect prior to
the expiration of the waiting period under the Hart-Scott-Rodino Act.
Furthermore, the Department of Justice has noted that joint sales agreements
may raise antitrust concerns under Section 1 of the Sherman Act and has
challenged joint sales agreements in certain locations. The Department of
Justice also has stated publicly that it has established certain revenue and
audience share concentration benchmarks with respect to radio station
acquisitions, above which a transaction may receive additional antitrust
scrutiny. However, to date, the Department of Justice has also investigated
transactions that do not meet or exceed these benchmarks and has cleared
transactions that do exceed these benchmarks.
Employees
On December 31, 2000, we had a staff of 459 full-time employees and 163
part-time employees. We are a party to a collective bargaining agreement with
the American Federation of Television and Radio Artists. This agreement applies
only to some employees at WXTU-FM in Philadelphia. The collective bargaining
agreement expired on March 31, 2000; however we continue to operate under the
same provisions as we renegotiate the agreement. We believe that our relations
with our employees are good.
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Environmental
As the owner, lessee or operator of various real properties and facilities,
we are subject to various federal, state and local environmental laws and
regulations. Historically, compliance with these laws and regulations has not
had a material adverse effect on our business. There can be no assurance,
however, that compliance with existing or new environmental laws and
regulations will not require us to make significant expenditures of funds.
ITEM 2. PROPERTIES
The types of facilities required to support each of our radio stations
include offices, studios and transmitter and antenna sites. We typically lease
our studio and office space with lease terms that expire in six months to ten
years, although we do own some of our facilities. Our principal executive
offices are located at 3033 Riviera Drive, Suite 200, Naples, Florida 34103. We
lease that building from an affiliated company. We currently have a month to
month lease and we pay approximately $7,400 per month. We lease a majority of
our main transmitter and antenna sites from related parties. The transmitter
and antenna site for each station is generally located so as to provide maximum
market coverage, consistent with the station's FCC license.
No one facility is material to us. We believe that our facilities are
generally in good condition and suitable for our operations. However, we
continually look for opportunities to upgrade our facilities and may do so in
the future. Substantially all of our properties and equipment serve as
collateral for our obligations under our credit facility.
ITEM 3. LEGAL PROCEEDINGS
We currently and from time to time are involved in litigation incidental to
the conduct of our business, but we are not a party to any lawsuit or
proceeding which, in the opinion of management, is likely to have a material
adverse effect on us.
On December 29, 1998, we filed a lawsuit in the Circuit Court of the
Eleventh Judicial Circuit, Miami-Dade County, against the Florida Marlins Inc.,
Florida Marlins Baseball Team, Ltd., and Front Row Communications for breach of
contract and other related claims. The lawsuit is based on actions taken by the
Florida Marlins major league baseball team to trade or release key players of
the Marlins after the 1997 season, thereby transforming the Marlins into a non-
competitive team. On January 14, 2000, the court dismissed the Marlins' motion
for summary judgment. On May 22, 1999, the Marlins countersued for breach of
contract. On January 10, 2001, we settled both lawsuits with the other parties
with no material impact on the financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
18
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Beasley Broadcast Group has two authorized and outstanding classes of equity
securities: Class A common stock, $.001 par value, and Class B commons stock,
$.001 par value. Class A common stock began trading on Nasdaq's National Market
System on February 11, 2000. There is no established public trading market for
our Class B common stock.
Beasley Broadcast Group did not pay any dividends in the year 2000.
Quarterly high and low stock prices are shown below:
High Low
------ -----
February 11--March 31, 2000..................................... 14.125 9.250
Second Quarter.................................................. 14.750 7.750
Third Quarter................................................... 15.813 9.688
Fourth Quarter.................................................. 9.953 7.563
Before our reorganization, the various subchapter S corporations and
partnerships comprising Beasley Broadcast Group have occasionally made cash
distributions to their equity holders. As a public company, we expect to retain
earnings, if any, for use in the operation and expansion of our business. We do
not anticipate paying any cash dividends in the foreseeable future.
Additionally, our credit facility prohibits us from paying cash dividends and
restricts our ability to make other distributions with respect to our capital
stock.
To effect our reorganization and pursuant to the Beasley Broadcast Group,
Inc. Contribution Agreement dated as of November 23, 1999, we agreed to issue
shares of our Class A common stock to Reed Miami Holdings, Inc. and J. Daniel
Highsmith in exchange for all of their interests held in Beasley-Reed
Acquisition Partnership and Beasley Broadcasting of Eastern North Carolina,
Incorporated. Under this agreement, Reed Miami Holdings, Inc. and Mr. Highsmith
received, on February 11, 2000, a total of 402,068 shares of Class A common
stock, which is the number of shares having the value of their pre-offering
interest in the entities that will become Beasley Broadcast Group, Inc.
Therefore, based on the initial public offering price of $15.50, Beasley
Broadcast Group received approximately $6.2 million of value for the interests
in Beasley-Reed Acquisition Partnership and Beasley Broadcasting of Eastern
North Carolina, Incorporated in exchange for approximately $6.2 million of
shares of its Class A common stock. These transactions were effected without
registration under the Securities Act in reliance upon the exemptions from
registration contained in Section 4(2) of the Securities Act. Section 4(2)
exempts transactions by an issuer not involving a public offering from the
provisions of Securities Act Section 5. We offered Class A common stock to
these stockholders, each of whom is an accredited investor under Rule 501 under
the Securities Act and each of whom is actively involved in the management of
radio stations owned by the registrant, on a private basis not involving a
public offering.
Additionally, pursuant to the Beasley Broadcast Group, Inc. Contribution
Agreement dated as of November 23, 1999, we also agreed to issue shares of our
Class B common stock to George G. Beasley, members of his immediate family and
affiliated trusts in exchange for all the interests held by these persons in
the companies we now hold. Under this agreement, the Beasley family members and
affiliated trusts received on February 11, 2000 a total of 17,021,373 shares of
Class B common stock, which is the number of shares having the value of their
pre-offering interest in the entities that will become Beasley Broadcast Group,
Inc. Therefore, based on the initial public offering price of $15.50 for Class
A common stock, Beasley Broadcast Group received approximately $263.8 million
of value for the interests in the entities that became Beasley Broadcast Group
in exchange for approximately $263.8 million of shares of Class B common stock.
These transactions were effected without registration under the Securities Act
in reliance upon the exemptions from registration contained in Section 4(2) of
the Securities Act. Section 4(2) exempts transactions by an issuer not
involving a public offering from the provisions of Securities Act Section 5. We
offered shares of its Class B common stock to George G. Beasley, members of his
immediate family and affiliated entities, on a private basis not involving a
public offering.
19
ITEM 6. SELECTED FINANCIAL DATA
We have derived the selected financial data shown below for the years ended
December 31, 1996 and 1997 from our audited combined financial statements,
which are not included in this report. We have derived the selected financial
data shown below for the years ended December 31, 1998 and 1999 from our
audited combined financial statements included elsewhere in this report. We
have derived the selected financial data shown below for the year ended
December 31, 2000 from our audited consolidated financial statements included
elsewhere in this report.
As you review the information contained in the following table and
throughout this report, you should note the following:
. During the periods presented we operated as a series of partnerships and
subchapter S corporations under the Internal Revenue Code. Accordingly,
we were not liable for federal and some state and local corporate income
taxes, as we would have been if we had been treated as a subchapter C
corporation. During these periods, our stockholders included our taxable
income or loss in their federal and applicable state and local income tax
returns. The pro forma amounts shown in the table reflect provisions for
federal, state and local income taxes, applied to income (loss) before
pro forma income taxes, as if we had been taxed as a subchapter C
corporation. On February 11, 2000, our subchapter S status terminated.
For a more detailed description of our corporate reorganization, see
"Business--Initial Public Offering and Corporate Reorganization."
. For purposes of our historical financial statements, the term pro forma
refers to the adjustments necessary to reflect our status as a subchapter
C corporation for income tax purposes rather than a series of subchapter
S corporations and partnerships, distributions to equity holders for
income taxes on income of entities comprising Beasley Broadcast Group
prior to the reorganization, the distribution of untaxed retained income
and subsequent re-contribution of the same amounts as additional paid-in
capital and the fair value adjustment necessary to record the acquisition
of minority shareholder interest using the purchase method of accounting.
. Broadcast cash flow consists of operating income (loss) before corporate
general and administrative expenses, equity appreciation rights, format
change expenses, depreciation and amortization, and impairment loss on
long-lived assets. For the periods shown in the following table,
broadcast cash flow is unaffected by local management and time brokerage
agreements of $1,075,000 for the fiscal year ended December 31, 1996 and
zero for other periods. The fees are included in other non-operating
income (expense).
. Broadcast cash flow margin represents broadcast cash flow as a percentage
of net revenues.
. EBITDA consists of broadcast cash flow minus corporate general and
administrative expenses.
. After-tax cash flow consists of net income (loss) minus gains on sale of
radio stations plus the following: equity appreciation rights, format
change expenses, depreciation and amortization, impairment loss on long-
lived assets, deferred income tax expense (or minus deferred income tax
benefit), nonrecurring items and other non-cash charges.
. No expense for equity appreciation rights has been recorded for the
periods presented other than the years ended December 31, 1999 and 2000.
Although broadcast cash flow, EBITDA and after-tax cash flow are not
measures of performance or liquidity calculated in accordance with generally
accepted accounting principles, we believe that these measures are useful to an
investor in evaluating our performance. These measures are widely used in the
broadcast industry to evaluate a radio company's operating performance.
However, you should not consider these measures in isolation or as substitutes
for operating income, cash flows from operating activities or any other measure
for determining our operating performance or liquidity that is calculated in
accordance with generally accepted accounting principles. In addition, because
broadcast cash flow, EBITDA and after-tax cash flow are not calculated in
accordance with generally accepted accounting principles, they are not
necessarily comparable to similarly titled measures employed by other
companies.
20
The comparability of the historical financial information reflected below
has been significantly affected by acquisitions and dispositions. You should
read the selected financial data together with "Management Discussion and
Analysis of Financial Condition and Results of Operations" and our combined
financial statements and the related notes included elsewhere in this report.
Year ended December 31,
-------------------------------------------------------------------
1996 1997 1998 1999 2000
----------- ----------- ----------- ----------- -----------
(in thousands except per share data, shares outstanding and
margin data)
Operating Data:
Net revenues............ $ 62,413 $ 73,704 $ 81,433 $ 93,621 $ 106,154
Operating expenses:
Radio station
operating expenses.... 42,163 55,247 61,692 66,661 71,725
Corporate general and
administrative........ 2,233 2,055 2,498 2,764 3,992
Equity appreciation
rights................ -- -- -- 606 1,174
Format change
expenses.............. -- -- -- -- 1,545
Depreciation and
amortization.......... 8,317 14,174 16,096 16,410 17,409
Impairment loss on
long-lived assets..... -- 4,124 -- -- --
----------- ----------- ----------- ----------- -----------
Total operating
expenses............ 52,713 75,600 80,286 86,441 95,845
Operating income
(loss)............ 9,700 (1,896) 1,147 7,180 10,309
Other income (expense):
Interest expense....... (9,340) (13,606) (13,602) (14,008) (8,813)
Unrealized loss on
investment............ -- -- -- -- (2,400)
Other non-operating
income (expense)...... (2,025) 54 (160) 776 304
Gain on sale of radio
stations.............. 16,773 82,067 4,028 -- --
----------- ----------- ----------- ----------- -----------
Total other income
(expense)........... 5,408 68,515 (9,734) (13,232) (10,909)
Income (loss)
before income
taxes............. 15,108 66,619 (8,587) (6,052) (600)
Current income tax
expense................ -- -- -- -- 3,598
Deferred income tax
expense................ -- -- -- -- 25,400
----------- ----------- ----------- ----------- -----------
Net income (loss)....... $ 15,108 $ 66,619 $ (8,587) $ (6,052) $ (29,598)
=========== =========== =========== =========== ===========
Pro-forma current income
tax expense (benefit).. 567 7,054 (5,010) 692 N/A
Pro-forma deferred
income tax expense
(benefit).............. 5,318 18,741 1,760 (2,896) N/A
----------- ----------- ----------- ----------- -----------
Pro-forma net income
(loss)................. $ 9,223 $ 40,824 $ (5,337) $ (3,848) N/A
=========== =========== =========== =========== ===========
Basic and diluted net
loss per share......... -- -- -- -- (1.26)
Pro forma basic and
diluted net income
(loss) per share....... 0.53 2.34 (0.31) (0.22) --
Weighted average common
shares outstanding--
basic and diluted...... 17,423,441 17,423,441 17,423,441 17,423,441 23,506,091
Other Data:
Broadcast cash flow..... $ 20,250 $ 18,457 $ 19,741 $ 26,960 $ 34,429
Broadcast cash flow
margin................. 32 % 25 % 24 % 29 % 32 %
EBITDA before net income
or loss from local
management and time
brokerage Agreements... $ 18,017 $ 16,402 $ 17,243 $ 24,196 $ 30,438
After tax cash flow..... -- -- -- -- 18,473
Pro-forma after tax cash
flow................... 6,085 (4,204) 8,491 10,379 --
Cash provided by (used
in):
Operating activities... $ 5,303 $ 1,586 $ 4,921 $ 7,195 $ 7,705
Investing activities... (66,300) 18,871 (12,527) (2,760) (29,057)
Financing activities... 63,152 (17,052) 4,689 (2,192) 20,092
As of December 31,
-------------------------------------------------------------------
1996 1997 1998 1999 2000
----------- ----------- ----------- ----------- -----------
(in thousands)
Balance Sheet:
Cash and cash
equivalents............ $ 4,273 $ 7,678 $ 4,760 $ 7,003 $ 5,743
Intangibles, net........ 100,442 145,487 151,048 137,287 164,894
Total assets............ 145,707 193,440 194,773 185,861 218,159
Long-term debt.......... 155,149 152,644 163,285 163,123 103,487
Total stockholders'
equity (deficit)....... (25,703) 19,579 6,041 (2,919) 78,958
21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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.
General
A radio broadcasting company derives its revenues primarily from the sale of
broadcasting time to local and national advertisers. The advertising rates that
a radio station is able to charge and the number of advertisements that can be
broadcast without jeopardizing listener levels largely determine those
revenues. Advertising rates are primarily based on three 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 in the market competing for the same
demographic groups; and
. the supply of and demand for radio advertising time.
In 2000, we generated 72.2% of our revenues from local advertising, which is
sold primarily by each individual local radio station's sales staff. We
generated 19.7% of our revenues from national spot advertising in 2000, which
is purchased through independent, national advertising sales representatives by
customers that want to advertise nationwide. We generated the balance of our
revenues principally from promotional events and sales to broadcasting networks
that purchase commercial airtime.
We include revenues recognized under a time brokerage agreement or similar
sales agreement for radio stations operated by us before acquiring the radio
stations in net revenues, while we reflect operating expenses associated with
these radio stations in station operating expenses. Consequently, there is no
difference in the method of revenue and operating expense recognition between a
radio station operated by us under a time brokerage agreement or similar sales
agreement and a radio station owned and operated by us. For the periods
discussed below, revenues and operating expenses under time brokerage
agreements or similar sales agreements were not material for years subsequent
to 1996. Since 1997, we have not operated any stations under time brokerage
agreements or other similar sales agreements.
Several factors may adversely affect a radio broadcasting company's
performance in any given period. In the radio broadcasting industry, seasonal
revenue fluctuations are common and are due primarily to variations in
advertising expenditures by local and national advertisers. Typically, revenues
are lowest in the first calendar quarter of the year. We generally incur
advertising and promotional expenses to increase listenership and Arbitron
ratings. However, because Arbitron reports ratings quarterly in most of our
markets, any increased ratings, and therefore increased advertising revenues,
tend to lag behind the incurrence of advertising and promotional spending.
In the broadcasting industry, radio stations often utilize trade or barter
agreements to reduce expenses by exchanging advertising time for goods or
services. In order to maximize cash revenue from our spot inventory, we
minimize our use of trade agreements and during the past five years have held
barter revenues under 5% of our gross revenues and barter related broadcast
cash flow under 3% of our broadcast cash flow. However, barter revenues
increased as a percentage of our gross revenues and barter related broadcast
cash flow increased as a percentage of our broadcast cash flow in fiscal 2000
due to our investments in eTour, Inc. and FindWhat.com.
We calculate same station results by comparing the performance of radio
stations operated by us at the end of a relevant period to the performance of
those same stations, whether or not operated by us, in the prior
22
year's corresponding period, including the effect of barter revenues and
expenses. Same station results exclude WPTP-FM in the Philadelphia market which
changed formats during the fourth quarter of 2000. Broadcast cash flow consists
of operating income before corporate general and administrative expenses,
equity appreciation rights, format change expenses, and depreciation and
amortization, and may not be comparable to similarly titled measures employed
by other companies. Same station broadcast cash flow is the broadcast cash flow
of the radio stations included in our same station calculations.
For purposes of the following discussion, pro forma net income represents
historical income before income taxes adjusted as if we were treated as a
subchapter C corporation during all relevant periods at an effective tax rate
of 38.62%, applied to income before income taxes.
Results of Operations
Several factors have affected our results of operations in the year ended
December 31, 2000 that did not affect our historical results of operations.
First, we redeemed, for cash, equity appreciation rights previously granted to
some of our station managers, as we do not believe this form of compensation is
well-suited to public companies. In connection with this redemption, we
recorded an expense of approximately $606,000 and $1,174,000 in the fourth
quarter of 1999 and first quarter of 2000, respectively. Second, in connection
with our reorganization on February 11, 2000, our net stockholders' equity was
reduced by approximately $27.6 million to establish the net deferred tax
liability resulting from the termination of our subchapter S status. Third, in
connection with the format change at WPTP-FM in the Philadelphia market on
November 6, 2000, we recorded one-time expenses of approximately $1.5 million
during the fourth quarter of 2000.
Finally, corporate general and administrative expenses have increased as we
incur the additional reporting and compliance costs of operating as a public
company.
Additionally, we have one contract that will continue to negatively affect
our operating results going forward. In 1997, we entered into contracts for the
radio broadcast rights relating to the Miami Dolphins, Florida Marlins and
Florida Panthers sports franchises. These contracts grant WQAM-AM the
exclusive, English language rights for live radio broadcasts of the sporting
events of these franchises for a five year term which began in 1997. The
contracts require us to pay fees and to provide commercial advertising and
other considerations. As of December 31, 2000, remaining payments of fees are
as follows: $8.8 million in 2001 and $359,000 in 2002. For the years ended
December 31, 1998, 1999 and 2000, the contract expense calculated on a
straight-line basis and other direct expenses exceeded related revenues by
$3,617,000, $2,770,000 and $4,034,000, respectively. Unless we are able to
generate significantly more revenues under these contracts in the future, they
are likely to have a material adverse effect on our results of operations on a
going-forward basis. However, in light of the uncertainty regarding future
revenues, the amount of any future loss cannot be determined at this time.
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Net Revenue. Net revenue increased 13.4% to $106.2 million for 2000 from
$93.6 million for 1999. The increase was primarily due to revenue growth at
most of our existing radio stations, particularly in the Miami-Ft. Lauderdale
and Greenville-New Bern-Jacksonville markets. In addition, net revenues
increased due to our radio station acquisitions in the Atlanta, Boston, Miami-
Ft. Lauderdale and West Palm Beach markets. Net revenues decreased in the
Philadelphia market due to programming changes. On a same station basis, net
revenues increased 10.8% to $99.7 million for 2000 from $90.0 million for 1999.
Station Operating Expenses. Station operating expenses increased 7.6% to
$71.7 million for 2000 from $66.7 million for 1999. The increase was primarily
due to increased station operating expenses at most of our existing radio
stations associated with generating the growth in net revenues. In addition,
station operating expenses increased due to our radio station acquisitions in
the Atlanta, Boston, Miami-Ft. Lauderdale and West Palm Beach markets. Station
operating expenses decreased in the Philadelphia market due to programming
changes. On a same station basis, station operating expenses increased 7.4% to
$65.2 million for 2000 from $60.7 million for 1999.
23
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 44.4% to $4.0 million for 2000 from $2.8
million for 1999. The increase was primarily due to higher general and
administrative expenses associated with our revenue growth over the same period
and from operating as a public company.
Depreciation and Amortization. Depreciation and amortization increased 7.9%
to $17.7 million for 2000 from $16.4 million for 1999. The increase was
primarily due to additional amortization and depreciation associated with the
acquisitions of radio stations in Atlanta, Boston, Miami-Ft. Lauderdale and
West Palm Beach markets.
Interest Expense. Interest expense decreased 37.1% to $8.8 million in 2000
from $14.0 million for 1999. The decrease was primarily due to the repayment of
$58.5 million of the credit facility as well as the repayment of all
outstanding notes payable to related parties with proceeds from the initial
public offering. This decrease was partially offset by an increase in interest
expense due to financing the radio station acquisitions in the Atlanta, Boston,
Miami-Ft. Lauderdale and West Palm Beach markets with borrowings from our
credit facility.
Broadcast Cash Flow. Broadcast cash flow increased 27.7% to $34.4 million
for 2000 from $27.0 million for 1999. The increase was primarily due to the
additional broadcast cash flow generated through revenue growth and increased
operating efficiencies at most of our existing radio stations, particularly in
the Greenville-New Bern-Jacksonville and Philadelphia markets. In addition,
broadcast cash flow increased due to our radio station acquisitions in the
Atlanta, Boston, Miami-Ft. Lauderdale and West Palm Beach markets. On a same
station basis, broadcast cash flow increased 17.8% to $34.5 million for 2000
from $29.3 million for 1999.
Income (Loss) Before Income Taxes. We experienced a loss before income taxes
of $600,000 for 2000 versus a loss before pro forma income taxes of $6.1
million for 1999. The decrease in the loss was primarily due to the additional
income before income taxes generated through the revenue growth, increased
operating efficiencies at most of our existing radio stations, and a decrease
in interest expense due to reduced borrowings from our credit facility. The
revenue growth and increased operating efficiencies were partially offset by
the redemption of equity appreciation rights for $1.2 million and the increase
in amortization and depreciation associated with the acquisition of radio
stations in Atlanta, Boston, Miami-Ft. Lauderdale and West Palm Beach markets.
Net Income (Loss). Net loss for 2000 was $29.6 million compared to pro forma
net loss of $3.8 million for 1999. The increase in the loss was primarily due
to the establishment of a $27.6 million net deferred tax liability upon
conversion from a series of subchapter S corporations to a series of subchapter
C corporations, the $1.2 million redemption of equity appreciation rights as a
result of the initial public offering and corporate reorganization, the one-
time expenses of approximately $1.5 million associated with the format change
at WPTP-FM in the Philadelphia market, the increase in amortization and
depreciation associated with the acquisition of radio stations in Atlanta,
Boston, Miami-Ft. Lauderdale and West Palm Beach markets, and the $2.4 million
unrealized loss on our investment in FindWhat.com. The net loss for the year
ended December 31, 2000 was partially offset by the additional net income
generated through the revenue growth, increased operating efficiencies at most
of our existing radio stations and the decrease in interest expense due to
reduced borrowings from our credit facility.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Net Revenue. Net revenue increased 15.0% to $93.6 million for 1999 from
$81.4 million for 1998. The increase was primarily due to revenue growth at
some of our radio stations, particularly in the Miami-Ft. Lauderdale market. On
a same station basis, net revenues increased 14.4% to $93.6 million for 1999
from $81.8 million for 1998.
Station Operating Expenses. Station operating expenses increased 8.1% to
$66.7 million for 1999 from $61.7 million for 1998. The increase was primarily
due to increased program and production, sales and
24
advertising, and general and administrative expenses associated with generating
our revenue growth. On a same station basis, station operating expenses
increased 8.5% to $66.6 million for 1999 from $61.4 million for 1998.
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 12.0% to $2.8 million for 1999 from $2.5
million for 1998. The increase was primarily due to higher general and
administrative expenses associated with our revenue growth over the same
period.
Depreciation and Amortization. Depreciation and amortization increased 1.9%
to $16.4 million for 1999 from $16.1 million for 1998. The increase was
primarily due to radio station acquisitions in 1998.
Interest Expense. Interest expense increased 2.9% to $14.0 million in 1999
from $13.6 million for 1998. The increase was primarily due to radio station
acquisitions in 1998 and increasing interest rates in 1999.
Broadcast Cash Flow. Broadcast cash flow increased 37.1% to $27.0 million
for 1999 from $19.7 million for 1998. The increase was primarily due to revenue
growth at some of our stations, particularly in the Miami-Ft. Lauderdale
market. On a same station basis, broadcast cash flow increased 32.3% to
$27.0 million for 1999 from $20.4 million for 1998.
Gain (Loss) on Sale of Radio Stations. We did not dispose of any radio
stations in 1999. In 1998, we recognized a gain of $4.0 million primarily as a
result of the sale of two radio stations, KAAY-AM in Little Rock, Arkansas and
WEWO-AM in Fayetteville, North Carolina, for a total of approximately $5.2
million.
Income (Loss) Before Pro Forma Income Taxes. We experienced a loss before
pro forma income taxes of $6.1 million for 1999 versus a loss before pro forma
income taxes of $8.6 million for 1998. The difference between 1999 and 1998 is
mainly attributable to revenue growth at some of our radio stations,
particularly in the Miami-Ft. Lauderdale market. Excluding gains on sales of
radio stations, loss before pro forma income taxes would have been $12.6
million for 1998.
Pro Forma Net Income (Loss). Pro forma net loss for 1999 was $3.8 million
compared to pro forma net loss of $5.3 million for 1998. The change was mainly
attributable to revenue growth at some of our radio stations, particularly in
the Miami-Ft. Lauderdale market.
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Net Revenue. Net revenue increased 10.5% to $81.4 million for 1998 from
$73.7 million for 1997. Approximately $6.8 million of the increase was
attributable to the inclusion, during the entire period, of operating results
from the stations acquired in 1998. The increase was also attributable to
revenue growth at some of our radio stations, especially in the Miami-Ft.
Lauderdale market. On a same station basis, net revenues increased 10.7% to
$81.8 million for 1998 from $73.9 million for 1997.
Station Operating Expenses. Station operating expenses increased 11.8% to
$61.7 million for 1998 from $55.2 million for 1997. Approximately $5.9 million
of the increase was attributable to the inclusion during the entire period of
operating results from the radio stations acquired in 1997. The increase was
also attributable to the introduction of additional news programming at WWDB-
FM, the increased rights fees associated with our contracts to broadcast Miami
sports teams and the addition of Neil Rogers, a top ranked personality in the
Miami-Ft. Lauderdale market to our programming line-up at WQAM-AM. On a same
station basis, station operating expenses increased 13.7% to $61.4 million for
1998 from $54.0 million for 1997.
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 21.6% to $2.5 million for 1998 from $2.1
million for 1997. The increase was mainly attributable to higher administrative
expenses associated with supporting our growth.
Depreciation and Amortization. Depreciation and amortization increased 13.6%
to $16.1 million for 1998 from $14.2 million for 1997. The increase was mainly
attributable to radio station acquisitions in 1998.
25
Interest Expense. Interest expense remained constant at $13.6 million for
1998 and 1997. This was attributable to a reduction in the interest rate
charged on our credit facility as a result of more favorable terms, offset by a
higher debt balance due to borrowings to fund acquisitions.
Broadcast Cash Flow. Broadcast cash flow increased 7.1% to $19.7 million for
1998 from $18.4 million for 1997. Approximately $900,000 of the increase was
attributable to the inclusion, during the entire period, of operating results
from the stations acquired in 1997. The increase was also attributable to
revenue growth at most of our radio stations, in particular WQAM-AM and WKIS-FM
in the Miami-Ft. Lauderdale market. On a same station basis, broadcast cash
flow increased 3.0% to $20.4 million for 1998 from $19.8 million for 1997.
Gain (Loss) on Sale of Radio Stations. We recognized a gain on sale of radio
stations of $4.0 million for 1998 primarily as a result of the sale of two
radio stations, KAAY-AM in Little Rock, Arkansas and WEWO-AM in Fayetteville,
North Carolina, for a total of approximately $5.2 million. In 1997, we sold
WDAS-AM/FM in Philadelphia for approximately $100 million, for which we
recognized a gain of $79.8 million.
Income (Loss) Before Pro Forma Income Taxes. We experienced a loss before
pro forma income taxes of $8.6 million for 1998 versus income of $66.6 million
for 1997. The difference between 1998 and 1997 is mainly attributable to the
recognition of an $82.1 million gain on sale of radio stations in 1997.
Excluding gains on sales of radio stations, loss before pro forma income taxes
would have been $12.6 million for 1998 and $15.4 million for 1997.
Pro Forma Net Income (Loss). Pro forma net loss for 1998 was $5.3 million
compared to pro forma net income of $40.8 million for 1997. The change was
mainly attributable to the reduction of the gain on the sale of radio stations
and taking into account pro forma income taxes or tax benefits.
Liquidity and Capital Resources
Overview. Historically, we have used a significant portion of our liquidity
to consummate acquisitions. These acquisitions have been funded from one or a
combination of the following sources:
. our credit facility;
. disposing of radio stations in transactions which are intended to qualify
as like-kind exchanges under Section 1031 of the Internal Revenue Code;
. internally-generated cash flow; and
. advances to us from George G. Beasley, members of his family and
affiliated entities.
Other liquidity needs have been for debt service, working capital,
distributions to equity holders and general corporate purposes, including
capital expenditures. In the future, we expect that our principal liquidity
requirements will be for working capital and general corporate purposes,
including acquisitions of additional radio stations. We expect to finance
future acquisitions through a combination of bank borrowings, internally
generated funds and our stock.
We used approximately $58.5 million of the net proceeds from our initial
public offering to pay down debt on our credit facility, which increased the
availability of cash to fund future acquisitions, including the recently
completed and pending acquisitions, and other general corporate purposes. We
also used approximately $40.5 million of the proceeds of our initial public
offering to repay the indebtedness owed to our Chairman and Chief Executive
Officer, George G. Beasley, and affiliated companies. That approximately $40.5
million payment is net of the repayment at the closing of the initial public
offering of approximately $10.3 million owed to us by members of the Beasley
family.
As of December 31, 2000, we held $5.7 million in cash and cash equivalents
and had $197.8 million in availability under our credit facility we obtained on
August 31, 2000, as described below. We completed one
26
acquisition on January 31, 2001 with an aggregate purchase price of $113.5
million and we have one pending acquisition with an aggregate purchase price of
$12.0 million. We believe that the cash available from operations as well as
the availability from our credit facility should be sufficient to permit us to
meet our financial obligations for at least the next twelve months. Under our
credit facility, we can currently borrow up to $300.0 million, subject to
compliance with financial ratios and other restrictive covenants.
Net Cash Provided by (Used in) Operating Activities. Net cash provided by
operating activities was $7.7 million and $7.2 million for 2000 and 1999,
respectively. Equity appreciation rights totaling $1.2 million were redeemed
during the year ended December 31, 2000; however this redemption was offset by
the additional net income generated through the revenue growth, increased
operating efficiencies at most of our existing radio stations, and the decrease
in interest expense due to reduced borrowings from our credit facility.
Net cash provided by operating activities was $7.2 million and $4.9 million
for 1999 and 1998, respectively. The increase of approximately $2.3 million was
primarily due to the increase in revenue growth, from $81.4 million to $93.6
million.
Net cash provided by operating activities was $4.9 million and $1.6 million
for 1998 and 1997, respectively. The increase of approximately $3.3 million
from 1997 to 1998 was primarily a result of an increase in revenues, from $73.7
million to $81.4 million.
Net Cash Provided by (Used in) Investing Activities. Net cash used in
investing activities was $29.1 million and $2.8 million for 2000 and 1999,
respectively. The change was partially due to loans to the former S corporation
stockholders and the subsequent repayment of these loans and all other
outstanding notes receivable from related parties and stockholders as a result
of our initial public offering. The change was also partially due to the radio
station acquisitions in the Atlanta, Boston, Miami-Ft. Lauderdale and West Palm
Beach markets and expenditures for property and equipment.
Net cash used in investing activities was $2.8 million and $12.5 million for
1999 and 1998, respectively. The decrease of $9.7 million was primarily due to
the acquisitions and dispositions in 1998, the proceeds from the sale of
property in 1998 and the release of restricted cash in 1998. In 1999, cash used
in investing activities primarily consisted of expenditures for property and
equipment; however, there were no acquisitions or dispositions in 1999.
Net cash used in investing activities was $12.5 million for 1998 compared
with net cash provided by investing activities of $18.9 million for 1997. The
increase of $31.4 million of net cash used was primarily a result of the use of
approximately $19 million for the acquisitions of WJBX-FM, WJST-FM and WTMR-AM
in 1998, partially offset by the net proceeds of $5.2 million from the sale of
KAAY-AM and WEWO-AM in 1998. In 1997, we used $77.7 million of cash to acquire
six stations, which was offset by the proceeds of $103.5 million from the sale
of WDAS-AM/FM, WEGX-FM, WDSC-AM and WTSB-AM.
Net Cash Provided by (Used in) Financing Activities. Net cash provided by
financing activities was $20.1 million for 2000 and net cash used in financing
activities was $2.2 million for 1999. The change was partially due to
distributions made to the former S corporation stockholders prior to our
initial public offering. The change was also partially due to the proceeds from
our initial public offering, less related costs, which were used for repayment
of approximately $58.5 million of the credit facility and all outstanding notes
payable to related parties. The change was also partially due to additional
borrowings from our credit facility to complete the radio station acquisitions
in the Atlanta, Boston, Miami-Ft. Lauderdale and West Palm Beach markets. The
change was also partially due to payments of loan fees related to the
refinancing of our credit facility.
Net cash used in financing activities was $2.2 million for 1999 and net cash
provided by financing activities was $4.7 million for 1998. This increase of
net cash used in financing activities of $6.9 million was primarily due to the
refinancing of the revolving credit loan in 1998 which was offset by loan fees
associated with the refinancing in 1998 and higher capital contributions and
decreased stockholder distributions in 1999.
27
Net cash provided by financing activities was $4.7 million for the year
ended 1998 compared to net cash used in financing activities of $17.1 million
for 1997. The increase of net cash provided of $21.8 million from 1997 to 1998
was primarily a result of lower stockholder distributions of $6.0 million,
offset by cash from additional borrowings during 1998. In 1997, we had
stockholder distributions of $20.7 million that were not offset by additional
borrowings.
Credit Facility. On August 31, 2000, we refinanced our $150.0 million credit
facility. Under terms of the new credit agreement, we were provided a credit
facility with a maximum commitment of $300.0 million. The credit facility
includes a $150.0 million revolving credit loan and a $150.0 million term loan.
The revolving credit loan includes a $50.0 million sub-limit for letters of
credit. The loans bear interest at either the base rate or LIBOR plus a margin
that is determined by the Company's debt to cash flow ratio. The base rate is
equal to the higher of the prime rate or the overnight federal funds effective
rate plus 0.5%. Interest is generally payable monthly through maturity on June
30, 2008. The scheduled reductions in the amount available under the credit
facility may require principal repayments if the outstanding balance at that
time exceeds the new maximum available amount under the credit facility. The
credit agreement requires the Company to maintain certain financial ratios and
includes restrictive covenants. The loans are secured by substantially all
assets of the Company and its subsidiaries.
As of December 31, 2000, the scheduled reductions of the maximum commitment
of the credit facility for the next five fiscal years and thereafter are as
follows:
Revolving Total
Credit Term Credit
Loan Loan Facility
------------ ------------ ------------
2002.................................. $ -- $ 15,000,000 $ 15,000,000
2003.................................. -- 22,500,000 22,500,000
2004.................................. 15,000,000 22,500,000 37,500,000
2005.................................. 22,500,000 30,000,000 52,500,000
Thereafter............................ 112,500,000 60,000,000 172,500,000
------------ ------------ ------------
Total............................... $150,000,000 $150,000,000 $300,000,000
============ ============ ============
As of December 31, 2000, we had an outstanding balance under our credit
facility of approximately $227.7 million and availability under our credit
facility of $72.3 million for future acquisitions and other corporate purposes.
These amounts are after giving effect to:
. the Las Vegas and New Orleans acquisitions; and
. the pending acquisitions in Augusta;
As of December 31, 2000, the weighted average annual interest rate
applicable to our credit facility was approximately 7.9375%. The credit
facility expires on June 30, 2008.
We must pay a quarterly unused commitment fee, which is based upon our total
leverage to operating cash flow ratio and ranges from 0.25% to 0.375% of the
unused portion of the maximum commitment. Beginning on December 31, 2000, if
the unused portion exceeds 50% of the maximum commitment the fee is increased
by 0.375%. For the year ended December 31, 2000, our unused commitment fee was
approximately $284,000.
We are required to satisfy financial covenants, which require us to maintain
specified financial ratios and to comply with financial tests, such as ratios
for maximum total leverage, minimum interest coverage and minimum fixed
charges. These financial covenants include:
. Maximum Total Leverage Test. From August 31, 2000 through March 31, 2001,
our total debt as of the last day of each fiscal quarter must not exceed
6.75 times our operating cash flow for the four quarters ending on that
day. For the period from April 1, 2001 through September 30, 2001, the
required maximum ratio is 6.5 times. For the period from October 1, 2001
through March 31, 2002, the
28
required maximum ratio is 6.25 times. For the period from April 1, 2002
through December 31, 2002, the required maximum ratio is 6.0 times. For
each twelve-month period after December 31, 2002, the maximum ratio will
decrease by 0.5 times. For all periods after January 1, 2006, the maximum
ratio is 4.0 times.
. Minimum Interest Coverage Test. From August 31, 2000 through June 30,
2001, our operating cash flow for the four quarters ending on the last
day of each fiscal quarter must not be less than 1.75 times the amount of
our interest expense. For all periods after July 1, 2001, the minimum
ratio is 2.0 times.
. Minimum Fixed Charges Test. Our operating cash flow for any four
consecutive quarters must not be less than 1.10 times the amount of our
fixed charges.
The new credit facility also prohibits us from paying cash dividends and
restricts our ability to make other distributions with respect to our capital
stock. The credit facility also contains other customary restrictive covenants.
These covenants limit our ability to:
. incur additional indebtedness and liens;
. enter into certain investments or joint ventures;
. consolidate, merge or effect asset sales;
. make overhead expenditures;
. enter sale and lease-back transactions;
. sell or discount accounts receivable;
. enter into transactions with affiliates or stockholders;
. sell, assign, pledge, encumber or dispose of capital stock; or
. change the nature of our business.
Pending Acquisitions. The total cash required to fund our pending
acquisitions in Augusta is expected to be approximately $12.0 million. The
consummation of the pending transactions is subject to certain conditions,
including the approval of the FCC. Although we believe these closing conditions
are customary for transactions of this type, these conditions may not be
satisfied.
Recent Pronouncements
In June 1998 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Certain Hedging Activities." In June 2000 the FASB
issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activity, an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138
require that all derivative instruments be recorded on the balance sheet at
their respective fair values. SFAS No. 133 and SFAS No. 138 are effective for
all fiscal quarters of all fiscal years beginning after June 30, 2000; we
adopted SFAS No. 133 and SFAS No. 138 on January 1, 2001. In accordance with
the transition provisions of SFAS 133, we recorded an asset of $66,000 to
recognize our derivatives at fair value.
In September 2000, the FASB issued SFAS No. 140 entitled "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities."
SFAS 140 provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities. SFAS 140
replaces SFAS No. 125 and is effective for transfers and servicing of financial
assets and extinguishments occurring after March 31, 2001. SFAS 140 is
effective for recognition and reclassification of collateral and for
disclosures relating to securitization transactions and collateral for fiscal
years ending after December 15, 2000. The Company has not completed its
evaluation of SFAS 140; however, management does not anticipate that the
adoption of SFAS 140 will have a material impact on the Company's earnings or
financial position upon adoption.
29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Market risk is the risk of loss arising from adverse changes in market rates
and prices such as interest rates, foreign currency exchange rate and commodity
prices. Our primary exposure to market risk is interest rate risk associated
with our credit facility. Amounts borrowed under the credit facility incur
interest at the London Interbank Offered Rate, or LIBOR, plus additional basis
points depending on the outstanding principal balance under the credit
facility. As of December 31, 2000, $102.2 million was outstanding under our
credit facility. We evaluate our exposure to interest rate risk by monitoring
changes in interest rates in the market place.
To manage interest rate risk associated with our credit agreement, we have
entered into interest rate collar and swap agreements.
An interest rate collar is the combined purchase and sale of an interest
rate cap and an interest rate floor so as to keep interest rate exposure within
a defined range. We have purchased four interest rate collars. Under these
agreements, our base LIBOR cannot exceed the cap interest rate and our base
LIBOR cannot fall below our floor interest rate. In February 2001, one interest
rate collar was canceled and we purchased another interest rate collar.
An interest rate swap is a combined series of forward rate agreements
calling for exchange of interest payments on a number of specified future
dates. We have purchased one interest rate swap. Under this agreement, we pay a
fixed rate of 6.48%, on the notional amount, and the other party pays to us a
variable amount rate equal to the three-month LIBOR on a quarterly basis. In
February 2001, our swap agreement was canceled.
Notional amounts are used to calculate the contractual payments to be
exchanged under the contract. As of December 31, 2000 and February 13, 2001,
the notional amount upon maturity of these collar and swap agreements, is
approximately $100.0 million and $115.0 million, respectively.
As of December 31, 2000, our collar and swap agreements are summarized as
follows:
Estimated
Notional Expiration Fair
Agreement Amount Floor Cap Swap Date Value
--------- ----------- ----- ---- ---- ------------- ---------
Interest rate collar.. $20,000,000 6.69% 8% -- May 2002 $(1,000)
Interest rate collar.. $20,000,000 5.85% 7.5% -- October 2002 --
Interest rate swap.... $20,000,000 -- -- 6.48% October 2002 67,000
Interest rate collar.. $20,000,000 5.45% 7.5% -- November 2002 --
Interest rate collar.. $20,000,000 5.75% 7.35% -- November 2002 --
As of February 13, 2001, our collar agreements are summarized as follows:
Notional Expiration
Agreement Amount Floor Cap Swap Date
--------- ----------- ----- ---- ---- -------------
Interest rate collar.. $20,000,000 6.69% 8% -- May 2002
Interest rate collar.. $20,000,000 5.45% 7.5% -- November 2002
Interest rate collar.. $20,000,000 5.75% 7.35% -- November 2002
Interest rate collar.. $55,000,000 4.99% 7% -- October 2003
30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BEASLEY BROADCAST GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
Page
----
Financial Statements
Independent Auditor's Report............................................. 32
Balance Sheets as of December 31, 1999 and 2000.......................... 33
Statements of Operations for the Years Ended December 31, 1998, 1999 and
2000.................................................................... 34
Statements of Stockholders' Equity for the Years Ended December 31, 1998,
1999 and 2000........................................................... 35
Statements of Cash Flows for the Years Ended December 31, 1998, 1999 and
2000.................................................................... 36
Notes to Financial Statements............................................ 37
Financial Statement Schedule--Valuation and Qualifying Accounts.......... 53
31
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Beasley Broadcast Group, Inc.:
We have audited the accompanying combined balance sheet of Beasley Broadcast
Group, Inc. as of December 31, 1999 and the accompanying consolidated balance
sheet of Beasley Broadcast Group, Inc. as of December 31, 2000, and the related
combined statements of operations, stockholders' equity and cash flows for each
of the years in the two-year period ended December 31, 1999 and the related
consolidated statement of operations, stockholders' equity and cash flows for
the year ended December 31, 2000. In connection with our audits of the combined
and consolidated financial statements, we have also audited the accompanying
financial statement schedule as listed in the accompanying index. These
financial statements and the accompanying financial statement schedule are the
responsibility of the management of Beasley Broadcast Group, Inc. Our
responsibility is to express an opinion on these financial statements and the
accompanying financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Beasley Broadcast Group,
Inc. as of December 31, 1999 and 2000, and the results of its operations and
its cash flows for each of the years in the three-year period ended December
31, 2000, in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly, in all material respects, the information set
forth therein.
/s/ KPMG LLP
Tampa, Florida
February 9, 2001
32
BEASLEY BROADCAST GROUP, INC.
BALANCE SHEETS
Combined Consolidated
December 31, December 31,
1999 2000
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents........................ $ 7,002,669 $ 5,742,628
Accounts receivable, less allowance for doubtful
accounts of $560,282 in 1999 and $607,147 in
2000............................................ 19,915,098 18,712,862
Trade sales receivable........................... 735,607 843,843
Other receivables................................ 676,478 980,504
Prepaid expenses and other....................... 1,918,223 2,249,615
Deferred tax asset............................... -- 176,000
------------ ------------
Total current assets........................... 30,248,075 28,705,452
Property and equipment, net........................ 15,773,175 15,619,688
Notes receivable from related parties.............. 556,796 4,990,480
Intangibles, net................................... 137,287,291 164,893,584
Other investments.................................. -- 1,523,729
Other assets....................................... 1,995,819 2,425,631
------------ ------------
Total assets....................................... $185,861,156 $218,158,564
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current installments of long-term debt........... $ 166,319 $ 8,352
Notes payable to related parties................. 10,447,454 --
Accounts payable................................. 5,027,145 2,355,006
Accrued expenses................................. 9,213,133 6,986,006
Trade sales payable.............................. 970,108 798,198
------------ ------------
Total current liabilities...................... 25,824,159 10,147,562
Long-term debt, less current installments.......... 125,680,696 103,478,405
Long-term debt to related parties.................. 37,275,622 --
Deferred tax liability............................. -- 25,575,000
------------ ------------
Total liabilities.............................. 188,780,477 139,200,967
------------ ------------
Commitments and contingencies (note 9)
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, 7,252,068 issued and
outstanding....................................... -- 7,252
Class B common stock, $0.001 par value, 75,000,000
shares authorized, 17,021,373 issued and
outstanding....................................... -- 17,021
Common stock....................................... 4,530,352 --
Additional paid-in capital......................... 34,774,928 106,633,932
Accumulated deficit................................ (32,818,024) (27,700,608)
Treasury stock..................................... (548,600) --
------------ ------------
Stockholders' equity............................... 5,938,656 78,957,597
Notes receivable from stockholders................. (8,857,977) --
------------ ------------
Net stockholders' equity (deficit)................. (2,919,321) 78,957,597
------------ ------------
Total liabilities and stockholders' equity
(deficit)......................................... $185,861,156 $218,158,564
============ ============
See accompanying notes to financial statements
33
BEASLEY BROADCAST GROUP, INC.
STATEMENTS OF OPERATIONS
Combined Combined Consolidated
Year Ended Year Ended Year Ended
December December December 31,
31, 1998 31, 1999 2000
----------- ----------- ------------
Net revenues.......................... $81,433,406 $93,621,404 $106,153,640
----------- ----------- ------------
Costs and expenses:
Program and production.............. 25,116,151 27,176,460 27,919,127
Sales and advertising............... 23,110,566 25,040,086 28,208,358
Station general and administrative.. 13,464,792 14,443,785 15,597,101
Corporate general and
administrative..................... 2,498,411 2,764,216 3,991,535
Equity appreciation rights.......... -- 606,407 1,173,759
Format change expenses.............. -- -- 1,545,547
Depreciation and amortization....... 16,096,653 16,410,321 17,409,162
----------- ----------- ------------
Total costs and expenses.......... 80,286,573 86,441,275 95,844,589
----------- ----------- ------------
Operating income................ 1,146,833 7,180,129 10,309,051
Other income (expense):
Interest expense.................... (13,601,867) (14,008,312) (8,812,564)
Unrealized loss on investment....... -- -- (2,400,000)
Other non-operating expenses........ (1,580,554) (107,154) (310,754)
Interest income..................... 817,567 883,704 446,197
Other non-operating income.......... 348,890 -- 168,383
Gain on sale of radio stations...... 4,028,013 -- --
Minority interest................... 253,993 -- --
----------- ----------- ------------
Loss before income taxes........ $(8,587,125) $(6,051,633) $ (599,687)
Income tax expense.................... -- -- 28,998,000
----------- ----------- ------------
Net loss........................ $(8,587,125) $(6,051,633) $(29,597,687)
=========== =========== ============
Basic and diluted net loss per share.. $ -- $ -- $ (1.26)
=========== =========== ============
Pro forma income tax benefit
(unaudited).......................... $(3,250,000) $(2,204,000) N/A
=========== =========== ============
Pro forma net loss (unaudited)........ $(5,337,125) $(3,847,633) N/A
=========== =========== ============
Pro forma basic and diluted net loss
per share (unaudited)................ $ (0.31) $ (0.22) N/A
=========== =========== ============
Basic and diluted common shares
outstanding.......................... 17,423,441 17,423,441 23,506,091
=========== =========== ============
See accompanying notes to financial statements
34
BEASLEY BROADCAST GROUP, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
Class Notes
A Class B Additional Receivable Net
Common Common Common Paid-In Accumulated Treasury From Stockholders'
Stock Stock Stock Capital Deficit Stock Stockholders Equity (Deficit)
------ ------- ----------- ------------ ------------ --------- ------------ ----------------
Balances as of December
31, 1997............... $ -- $ -- $ 4,530,352 $ 30,428,164 $ (7,280,337) $ -- $ (8,099,591) $ 19,578,588
Net loss................ -- -- -- -- (8,587,125) -- -- (8,587,125)
Capital contributions... -- -- -- 1,582,211 -- -- -- 1,582,211
Stockholder
distributions.......... -- -- -- -- (5,959,936) -- -- (5,959,936)
Purchase of common
stock.................. -- -- -- -- -- (548,600) -- (548,600)
Loans to stockholders... -- -- -- -- -- -- (1,206,446) (1,206,446)
Payments of notes
receivable from
stockholders........... -- -- -- -- -- -- 1,182,342 1,182,342
------ ------- ----------- ------------ ------------ --------- ------------ ------------
Balances as of December
31, 1998............... $ -- $ -- $ 4,530,352 $ 32,010,375 $(21,827,398) $(548,600) $ (8,123,695) $ 6,041,034
Net loss................ -- -- -- -- (6,051,633) -- -- (6,051,633)
Capital contributions... -- -- -- 2,764,553 -- -- -- 2,764,553
Stockholder
distributions.......... -- -- -- -- (4,938,993) -- -- (4,938,993)
Loans to stockholders... -- -- -- -- -- -- (734,282) (734,282)
------ ------- ----------- ------------ ------------ --------- ------------ ------------
Balances as of December
31, 1999............... $ -- $ -- $ 4,530,352 $ 34,774,928 $(32,818,024) $(548,600) $ (8,857,977) $ (2,919,321)
Net loss................ -- -- -- -- (1,897,079) -- -- (1,897,079)
Capital contributions... -- -- -- 100,000 -- -- -- 100,000
Stockholder
distributions.......... -- -- -- -- (2,250,000) -- -- (2,250,000)
Loans to stockholders... -- -- -- -- -- -- (910,263) (910,263)
------ ------- ----------- ------------ ------------ --------- ------------ ------------
Balances as of February
10, 2000............... $ -- $ -- $ 4,530,352 $ 34,874,928 $(36,965,103) $(548,600) $ (9,768,240) $ (7,876,663)
Distributions to and
contributions from
subchapter S
corporation
stockholders in
exchange for Class B
common stock........... -- 17,021 (4,530,352) (33,000,372) 36,965,103 548,600 -- --
Issuance of Class A
common stock........... 7,252 -- -- 99,002,648 -- -- -- 99,009,900
Initial public offering
costs.................. -- -- -- (2,613,336) -- -- -- (2,613,336)
Acquisitions of minority
interests.............. -- -- -- 8,370,064 -- -- -- 8,370,064
Payments of notes
receivable from
stockholders .......... -- -- -- -- -- -- 9,768,240 9,768,240
Net loss................ -- -- -- -- (27,700,608) -- -- (27,700,608)
------ ------- ----------- ------------ ------------ --------- ------------ ------------
Balances as of December
31, 2000............... $7,252 $17,021 $ -- $106,633,932 $(27,700,608) $ -- $ -- $ 78,957,597
====== ======= =========== ============ ============ ========= ============ ============
See accompanying notes to financial statements
35
BEASLEY BROADCAST GROUP, INC.
STATEMENTS OF CASH FLOWS
Combined Year Combined Consolidated
Ended Year Ended Year Ended
December 31, December 31, December 31,
1998 1999 2000
------------- ------------ -------------
Cash flows from operating
activities:
Net loss......................... $ (8,587,125) $(6,051,633) $ (29,597,687)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Depreciation and amortization.. 16,096,653 16,410,321 17,409,162
(Gain) loss on sale of property
and equipment................. -- 107,154 --
Unrealized loss on investment.. -- -- 2,400,000
Gain on sale of radio
stations...................... (4,028,013) -- --
Minority interest.............. (253,993) -- --
Change in assets and
liabilities net of effects of
acquisitions and dispositions
of radio stations:
Increase in receivables...... (782,146) (2,235,888) (1,728,793)
Increase in prepaid expense
and other................... (476,296) (625,890) (331,392)
Increase in intangibles...... (267,331) -- --
Increase in other assets..... (506,431) (475,304) (774,349)
Increase (decrease) in
payables and accrued
expenses.................... 3,725,220 66,425 (5,071,176)
Increase in deferred tax
liabilities................. -- -- 25,399,000
------------- ----------- -------------
Net cash provided by
operating activities....... 4,920,538 7,195,185 7,704,765
------------- ----------- -------------
Cash flows from investing
activities:
Expenditures for property and
equipment....................... (1,586,933) (2,025,425) (3,641,877)
Proceeds from sale of property
and equipment................... 1,700,000 -- --
Payments for acquisitions of
radio stations.................. (19,000,000) -- (34,780,000)
Proceeds from dispositions of
radio stations.................. 5,150,000 -- --
Payment for purchase of equity
investment...................... -- -- (50,002)
Decrease in restricted cash...... 1,250,000 -- --
Loans to related parties......... (16,325) -- --
Payments from related parties.... -- -- 556,796
Loans to stockholders............ (1,206,446) (734,282) (910,263)
Payments from stockholders....... 1,182,342 -- 9,768,240
------------- ----------- -------------
Net cash used in investing
activities................. (12,527,362) (2,759,707) (29,057,106)
------------- ----------- -------------
Cash flows from financing
activities:
Proceeds from issuance of
indebtedness.................... 135,040,061 -- 138,300,523
Principal payments on
indebtedness.................... (124,463,715) (161,994) (161,890,721)
Proceeds from issuance of related
party notes..................... 663,538 144,027 --
Principal payments on related
party notes..................... -- -- (47,723,076)
Payments for loan fees........... (1,625,000) -- (2,840,990)
Capital contributions............ 1,582,211 2,764,553 100,000
Stockholders distributions....... (5,959,936) (4,938,993) (2,250,000)
Issuance of common stock......... -- -- 99,009,900
Payments for initial public
offering costs.................. -- -- (2,613,336)
Purchase of common stock......... (548,600) -- --
------------- ----------- -------------
Net cash provided by (used
in) financing activities... 4,688,559 (2,192,407) 20,092,300
------------- ----------- -------------
Net increase (decrease) in cash
and cash equivalents............. (2,918,265) 2,243,071 (1,260,041)
Cash and cash equivalents at
beginning of year................ 7,677,863 4,759,598 7,002,669
------------- ----------- -------------
Cash and cash equivalents at end
of year.......................... $ 4,759,598 $ 7,002,669 5,742,628
============= =========== =============
Cash paid for interest............ $ 13,017,000 $12,853,000 12,052,995
============= =========== =============
Cash paid for taxes............... $ 22,000 $ 25,000 1,878,825
============= =========== =============
Supplement disclosure of non-cash
investing and financing
activities:
Financed purchases of equipment.. $ 35,649 $ -- $ --
============= =========== =============
Financed purchase of equity
investment...................... $ -- $ -- $ 3,000,000
============= =========== =============
Equity investment acquired
through placement of advertising
airtime......................... $ -- $ -- $ 873,727
============= =========== =============
Minority interests acquired
through issuance of Class A
common stock.................... $ -- $ -- $ 8,370,064
============= =========== =============
Principal payments on
indebtedness through placement
of advertising airtime.......... $ -- $ -- $ 1,770,060
============= =========== =============
Financed sale of property and
equipment to a related party.... $ -- $ -- $ 5,115,500
============= =========== =============
See accompanying notes to financial statements
36
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Basis of Presentation and Corporate Reorganization
Beasley Broadcast Group, Inc. (the "Company") operates 36 radio stations
with its primary source of revenue generated from the sale of advertising time
to local and national spot advertisers and national network advertisers. All
significant inter-company balances and transactions have been eliminated in
presenting the Company's financial statements. The accompanying financial
statements as of December 31, 1999 and for the years ended December 31, 1998
and 1999 are presented on a combined basis. The accompanying financial
statements as of and for the year ended December 31, 2000 are presented on a
consolidated basis.
Prior to February 11, 2000, the Company's radio stations were operated
through a series of subchapter S corporations, partnerships and limited
liability companies related to one another through common ownership and
control. These subchapter S corporations, partnerships and limited liability
companies were collectively known as Beasley FM Acquisition Corp. and related
companies ("BFMA") through February 10, 2000. The accompanying financial
statements reflect the financial position of BFMA as of December 31, 1999 and
include the results of operations of BFMA from January 1, 2000 to February 10,
2000.
The number of shares authorized, issued and outstanding for Beasley FM
Acquisition Corp. and related companies through February 10, 2000 is as
follows:
Common
Stock
Outstanding
-----------
Beasley FM Acquisition Corp. common stock, no par value;
authorized 1,000 shares; issued and outstanding 1,000 shares..... $4,464,099
Beasley Broadcasting of Eastern North Carolina, Inc. common stock,
$1 par value; authorized 100,000 shares; issued and outstanding
50,000 shares.................................................... 50,000
CSRA Broadcasters, Inc. common stock, $100 par value; authorized
600 shares; issued and outstanding 100 shares.................... 10,000
W&B Media, Inc. common stock, $1 par value; authorized 100,000
shares; issued and outstanding 2,223 shares...................... 2,223
Beasley Broadcasting of Arkansas, Inc. common stock, $1 par value;
authorized 10,000 shares; issued and outstanding 1,000 shares.... 1,000
Beasley Broadcasting of Eastern Pennsylvania, Inc. common stock,
$1 par value; authorized 10,000 shares; issued and outstanding
1,000 shares..................................................... 1,000
Beasley Broadcasting of Southwest Florida, Inc. common stock, $1
par value; authorized 10,000 shares; issued and outstanding 1,000
shares........................................................... 1,000
Beasley Radio, Inc. common stock, $1 par value; authorized 10,000
shares; issued and outstanding 1,000 shares...................... 1,000
Beasley Broadcasting of Coastal Carolina, Inc. common stock, $.01
par value; authorized 1,000 shares issued and outstanding 1,000
shares........................................................... 10
Beasley Broadcasting of Augusta, Inc. common stock, $.01 par
value; authorized 1,000 shares; issued and outstanding 1,000
shares........................................................... 10
Beasley Communications, Inc. common stock, $.01 par value;
authorized 1,000 shares; issued and outstanding 1,000 shares..... 10
----------
$4,530,352
==========
The Company completed an initial public offering of common stock and the
corporate reorganization on February 11, 2000. Immediately prior to the initial
public offering, pursuant to the reorganization, affiliates of BFMA contributed
their equity interests in those entities to the Company, a newly formed holding
company, in
37
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
exchange for common stock. Immediately after these transactions, the Company
contributed the capital stock and partnership interests acquired to Beasley
Mezzanine Holdings, LLC ("BMH") and BMH became a wholly-owned subsidiary of
the Company. All S corporation elections were terminated and the resulting
entities became C corporations. The reorganization and contribution of equity
interests was accounted for in a manner similar to a pooling of interests as
to the majority owners, and as an acquisition of minority interest using the
purchase method of accounting.
Proceeds from the initial public offering, net of underwriters discount of
$7,165,100, were used as follows:
Repayment of the revolving credit loan......................... $58,508,421
Repayment of long-term debt, including accrued interest, to
related parties............................................... 38,228,843
Net repayment of payables and receivables, including accrued
interest, to related parties.................................. 2,272,636
-----------
Net proceeds................................................... $99,009,900
===========
The Company has two classes of common stock and may issue one or more
series of preferred stock. In addition, the Company adopted an equity plan
providing various stock based compensation awards. Class B common shares are
held by majority stockholders of the former S corporations. Class A common
shares were issued in the initial public offering including shares to former
minority-interest stockholders. No shares of preferred stock were issued in
the offering. The only difference between the Class A and Class B common stock
is that Class A is entitled to one vote per share and Class B is entitled to
ten votes per share. Class B is convertible into Class A shares on a one for
one share basis under certain circumstances.
(b) Cash and Cash Equivalents
Cash and cash equivalents include demand deposits and short-term
investments with an original maturity of three months or less.
(c) Program Rights
The total fixed cost of the contracts for the radio broadcast rights
relating to the Miami Dolphins, Florida Marlins and Florida Panthers sports
contracts is expensed on a straight-line basis in the quarters in which the
programs are broadcast. Other payments are expensed when additional contract
elements, such as post-season games, are paid for and broadcast.
(d) Property and Equipment
Property and equipment are stated at cost. Depreciation is calculated on
the straight-line method over the estimated useful lives of the assets.
(e) Intangibles
Intangibles consist primarily of FCC broadcasting licenses, goodwill,
advertising base, loan fees, noncompete agreements, and other intangibles
which are amortized straight-line over their estimated useful lives.
(f) Impairment
The Company assesses the recoverability of intangibles and other long-lived
assets on an ongoing basis based on estimates of related future undiscounted
cash flows compared to net book value. If the future
38
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
undiscounted cash flow estimate is less than net book value, the net book
value is reduced to the estimated fair value. The Company also evaluates the
amortization and depreciation periods of intangibles and other long-lived
assets to determine whether events or circumstances warrant revised estimates
of useful lives.
(g) Derivative Financial Instruments
The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company uses
interest rate cap, collar and swap agreements to specifically hedge against
the potential impact of increases in interest rates on the revolving credit
loan. Interest differentials are recorded as adjustments to interest expense
in the period they occur.
(h) Revenue Recognition
Revenue is recognized as advertising air time is broadcast and is net of
advertising agency commissions.
(i) Barter Transactions
Trade sales are recorded at the fair value of the products or services
received. For the years ended December 31, 1998, 1999 and 2000, trade sales
were approximately $4,018,000, $4,449,000 and $8,147,000, respectively. For
the years ended December 31, 1998, 1999 and 2000, trade expenses were
approximately $3,481,000, $5,002,000 and $4,788,000, respectively.
(j) Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
BFMA had elected to be treated as a subchapter S corporation under
provisions of the Internal Revenue Code. Under this corporate status, the
stockholders of BFMA were individually responsible for reporting their share
of taxable income or loss. Accordingly, no deferred tax assets or liabilities
have been reflected in the accompanying balance sheet as of December 31, 1999.
Pro forma income tax benefit in the accompanying statements of operations for
the years ended December 31, 1998 and 1999 includes pro forma income tax
benefit computed in accordance with SFAS 109, Accounting for Income Taxes, as
if BFMA had been subject to Federal and state income taxes for that period.
(k) Earnings per Share
Basic earnings per share are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflect the potential
dilution that could occur if options or other contracts to issue common stock
were exercised or converted into common stock and were not anti-dilutive.
Earnings per share for the years ended December 31, 1998 and 1999 and from
January 1, 2000 to February 10, 2000 is based on the number of common shares
issued immediately prior to the initial public offering.
39
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
(l) Stock-Based Compensation
Stock-based compensation is measured and recognized in accordance with APB
Opinion 25, Accounting for Stock Issued to Employees and disclosed in
accordance with SFAS 123, Accounting for Stock-Based Compensation.
(m) Segment Reporting
As of December 31, 2000 the Company operates two reportable segments
comprised of 36 separate radio stations in the eastern United States. The
reportable segments are in the radio broadcasting industry, providing a similar
product to similar customers. Net revenues, consisting primarily of national
and local advertising, are derived from external sources. The Company does not
rely on any major customer as a source of net revenue. The Company identifies
its reportable segments based on the operating management responsibility for
the segment. The chief operating decision maker uses net revenues and broadcast
cash flow as measures of profitability to assess segment profit or loss and to
allocate resources between the two segments. The accounting policies of the
segments are the same as those described in the summary of significant
accounting policies.
(n) Defined Contribution Plan
The Company has a defined contribution plan that conforms with Section
401(k) of the Internal Revenue Code. Under this plan, employees may contribute
a minimum of 1% of their compensation (no maximum) to the Plan. The Internal
Revenue Code, however, limited contributions to $ 10,000 in 1998 and 1999 and
$10,500 in 2000. There are no employer matching contributions.
(o) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates. To the
extent management's estimates prove to be incorrect, financial results for
future periods may be adversely affected.
(p) Recent Accounting Pronouncements
In June 1998 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Certain Hedging Activities." In June 2000 the FASB
issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activity, an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138
require that all derivative instruments be recorded on the balance sheet at
their respective fair values. SFAS No. 133 and SFAS No. 138 are effective for
all fiscal quarters of all fiscal years beginning after June 30, 2000; the
Company adopted SFAS No. 133 and SFAS No. 138 on January 1, 2001. In accordance
with the transition provisions of SFAS 133, the Company recorded an asset of
$66,000 to recognize its derivatives at fair value.
In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities. SFAS 140
provides accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities. SFAS 140 replaces SFAS No.
125 and is effective for transfers and servicing of financial assets and
extinguishments occurring after March 31, 2001. SFAS 140 is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000.
40
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
(2) Property and Equipment
Property and equipment, at cost, is comprised of the following:
December 31, Estimated
-------------------------- useful lives
1999 2000 (years)
------------ ------------ ------------
Land, buildings and
improvements........... $ 4,369,458 $ 5,466,559 31.5
Broadcast equipment..... 20,438,606 19,267,530 5
Transportation
equipment.............. 876,987 1,241,467 5
Office equipment and
other.................. 4,329,267 4,997,782 5-7
Construction in
progress............... 800,778 1,323,081 --
------------ ------------ ----
30,815,096 32,296,419
Less accumulated
Depreciation........... (15,041,921) (16,676,731)
------------ ------------
$ 15,773,175 $ 15,619,688
============ ============
(3) Intangibles
Intangibles, at cost, is comprised of the following:
December 31, Estimated
-------------------------- useful lives
1999 2000 (years)
------------ ------------ ------------
FCC broadcasting licenses........... $157,700,379 $188,307,206 10-15
Goodwill............................ 16,763,990 25,219,054 15
Advertising base.................... 4,139,251 4,139,251 5
Loan fees........................... 2,975,681 5,816,671 7
Noncompete agreements............... 1,120,000 1,120,000 2-8
Other intangibles................... 5,666,932 6,011,469 5-15
------------ ------------ -----
188,366,233 230,613,651
Less accumulated amortization....... (51,078,942) (65,720,067)
------------ ------------
$137,287,291 $164,893,584
============ ============
On February 11, 2000, the Company computed the fair value of minority
stockholder interests based on the number of shares issued to the stockholders
and the estimated net book values of the radio stations at the close of
business on February 10, 2000. The computed amount of $8,370,064 was recorded
using the purchase method of accounting and is included in goodwill and
additional paid-in capital in the accompanying consolidated balance sheet as of
December 31, 2000.
(4) Other Investments
In December 1999, the Company entered into an agreement to purchase 750,000
shares of preferred stock of eTour, Inc. in exchange for $3.0 million of
advertising airtime. The Company will earn these shares as advertisements are
placed over the term of the agreement. For the year ended December 31, 2000,
eTour, Inc. placed advertising airtime totaling approximately $874,000 and for
the year ended December 31, 2000, the Company earned approximately 218,000
shares. The shares contain restrictions that generally limit the Company's
ability to sell or otherwise dispose of them. The investment was recorded using
the cost method of accounting.
41
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
On January 14, 2000, the Company purchased 600,000 shares of common stock of
FindWhat.com in exchange for a $3.0 million promissory note. The shares
contained restrictions that generally limit the Company's ability to sell or
otherwise dispose of them. In January 2001, FindWhat.com filed a registration
statement under the Securities Act pursuant to which the Company may resell its
shares at prevailing market prices. The investment was initially recorded using
the cost method of accounting. On December 31, 2000, the Company considered a
decline in market value to be other than temporary and recorded an unrealized
loss on this investment of approximately $2.4 million.
On April 4, 2000, the Company purchased 5,394 shares of preferred stock of
iBiquity Digital for $50,002. The shares contain restrictions that generally
limit the Company's ability to sell or otherwise dispose of them. The
investment was recorded using the cost method of accounting.
(5) Long-Term Debt
Long-term debt consists of the following:
December 31,
--------------------------
1999 2000
------------ ------------
Revolving credit loan, see below for terms of
agreement..................................... $124,680,420 $102,236,261
Note payable to FindWhat.com, see below for
terms of note agreement....................... -- 1,229,940
Note payable to Georgia Bank and Trust, payable
in monthly payments of $3,500, including
interest at 8.5% per annum, maturing on
December 5, 2002.............................. 358,930 --
Note payable to Aiken Radio, Inc., payable in
monthly payments ranging from $4,167 to
$7,844, including interest at 10% per annum,
maturing in June 2003......................... 262,627 --
Note payable to G.R.R. Marketing, Inc., payable
in monthly payments of $5,592, including
interest at prime plus 1% per annum (9.5% at
December 31, 1999), maturing in February,
2005.......................................... 281,677 --
Note payable to Columbia County Broadcasters,
Inc., payable in quarterly payments of $7,062,
including interest at 8% per annum, maturing
on December 15, 2002.......................... 73,665 --
Note payable to SunTrust Bank, payable in
monthly payments of $893, including interest
at 8.68% per annum, maturing on March 15,
2002.......................................... 79,853 --
Note payable to Georgia Bank and Trust, payable
in monthly payments of $1,134, including
interest at 9.25% per annum, maturing on
December 22, 2001............................. 24,227 --
Note payable to Myer Feldman, payable in
monthly payments of $527, including interest
at 12% per annum, maturing on April 1, 2013... 42,155 --
Note payable to Georgia Bank and Trust, payable
in monthly payments of $648, including
interest at 8% per annum, maturing on January
25,2002....................................... 14,964 --
Capital lease obligations, payable in monthly
payments ranging from $399 to $532, including
interest ranging from 8% to 20% per annum,
maturing on various dates through April 27,
2003. The leases are secured by the leased
property...................................... 28,497 20,556
------------ ------------
125,847,015 103,486,757
Less current installments of long-term debt.... (166,319) (8,352)
------------ ------------
Long-term debt, less current installments...... $125,680,696 $103,478,405
============ ============
42
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
On August 31, 2000, the Company refinanced its $150.0 million revolving
credit loan. Under terms of the new credit agreement, the Company was provided
a credit facility with a maximum commitment of $300.0 million. The credit
facility includes a $150.0 million revolving credit loan and a $150.0 million
term loan. The revolving credit loan includes a $50.0 million sub-limit for
letters of credit. As of December 31, 2000, the maximum commitment under the
credit facility is $300.0 million and the outstanding balance is $102.2
million. The loans bear interest at either the base rate or LIBOR plus a margin
that is determined by the Company's debt to cash flow ratio. The base rate is
equal to the higher of the prime rate or the overnight federal funds effective
rate plus 0.5%. As of December 31, 1999, the old revolving credit loan carried
interest at an average rate of 7.95%. As of December 31, 2000, the new credit
facility carried interest at an average rate of 7.9375%. Interest is generally
payable monthly through maturity on June 30, 2008. The scheduled reductions in
the amount available under the credit facility may require principal repayments
if the outstanding balance at that time exceeds the new maximum amount
available under the credit facility. The Company must pay a quarterly unused
commitment fee, which is based upon its total leverage to operating cash flow
ratio and ranges from 0.25% to 0.375% of the unused portion of the maximum
commitment. For the years ended December 31, 1999 and 2000, our unused
commitment fee was approximately $96,000 and $284,000, respectively. The
Company has entered into interest rate hedge agreements as discussed in note
10. The credit agreement requires the Company to maintain certain financial
ratios and includes restrictive covenants. The restrictive covenants prohibit
the payment of dividends. The loans are secured by substantially all assets of
the Company.
As of December 31, 2000, the scheduled reductions of the maximum commitment
of the credit facility for the next five fiscal years and thereafter are as
follows:
Revolving Total Credit
Credit Loan Term Loan Facility
------------ ------------ ------------
2002.................................. $ -- $ 15,000,000 $ 15,000,000
2003.................................. -- 22,500,000 22,500,000
2004.................................. 15,000,000 22,500,000 37,500,000
2005.................................. 22,500,000 30,000,000 52,500,000
Thereafter............................ 112,500,000 60,000,000 172,500,000
------------ ------------ ------------
Total............................... $150,000,000 $150,000,000 $300,000,000
============ ============ ============
On January 14, 2000, the Company executed a $3.0 million promissory note in
favor of FindWhat.com as consideration for the purchase of 600,000 shares of
common stock. The note bears interest at 5.73% per annum and matures on January
14, 2002. All outstanding principal and accrued interest is due at maturity,
however the Company may repay the note in full with an equivalent amount of
advertising airtime as specified in the loan agreement and a related
advertising agreement with FindWhat.com. As of December 31, 2000, the
outstanding principal amount has been reduced by approximately $1,770,000
through the placement of advertising airtime. The note is guaranteed by BFMA.
On February 16, 2000, all long-term debt, except the revolving credit loan
and capital lease obligations, was repaid in full. As of December 31, 2000,
scheduled payments of the capital lease obligations are as follows: $8,352 in
2001, $9,045 in 2002 and $3,159 in 2003.
43
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
(6) Long-Term Debt to Related Parties
Long-term debt to related parties consists of the following:
December 31,
-------------------------
1999 2000
------------ -----------
7.67% notes payable to affiliate Beasley
Broadcasting of Philadelphia, Inc., interest-
only payments are due annually, principal and
any unpaid interest due August 11, 2004....... $25,699,530 $ --
7.67% notes payable to affiliate Beasley-Reed
Broadcasting of Miami, Inc., interest-only
payments are due annually, principal and any
unpaid interest due August 11, 2004........... 11,576,092 --
------------ -----------
$ 37,275,622 $ --
============ ===========
For each of the years ended December 31, 1998 and 1999, interest expense on
long-term debt to related parties was approximately $2,859,000. On February 16,
2000, all long-term debt to related parties was repaid in full.
(7) Acquisitions and Dispositions
Station acquisitions, including tax-deferred exchanges were accounted for by
the purchase method for financial statement purposes, and accordingly, the
purchase price has been allocated to the assets acquired based on their
estimated fair market values at the date of the acquisition. A substantial
portion of each purchase price was allocated to intangible assets to reflect
the FCC broadcasting licenses acquired. These FCC broadcasting licenses are
being amortized over 15 years using the straight-line basis. The excess of the
purchase price over the fair value of the net assets acquired has been recorded
as goodwill and is being amortized over 15 years using the straight-line basis.
No liabilities were assumed by the Company as a result of these acquisitions.
Operations of acquired stations have been included in the combined results of
the Company since the acquisition date of each such station.
(a) 2000 Acquisitions and Dispositions
. On January 6, 2000, the Company acquired the assets of WAEC-AM and WWWE-
AM in the Atlanta market for approximately $10.0 million. This
acquisition was financed through the Company's credit facility and
accounted for by the purchase method of accounting.
. On May 2, 2000, the Company acquired the assets of WRCA-AM in the Boston
market for approximately $6.0 million. This acquisition was financed
through the Company's credit facility and accounted for by the purchase
method of accounting.
. On May 3, 2000 the Company acquired the assets of WRFN-FM and WRDW-AM in
the Augusta market for approximately $0.8 million. This acquisition was
funded by surplus working capital and accounted for by the purchase
method of accounting.
. On June 2, 2000 the Company acquired the assets of WHSR-AM and WWNN-AM in
the Miami-Ft. Lauderdale market and WSBR-AM in the West Palm Beach market
for approximately $18.0 million. This acquisition was financed through
the Company's credit facility and accounted for by the purchase method of
accounting.
. There were no dispositions during 2000.
44
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
(b) 1999 Acquisitions and Dispositions
. There were no acquisitions or dispositions during 1999.
(c) 1998 Acquisitions and Dispositions
. On February 11, 1998, BFMA acquired the assets of WJBX-FM in the Ft.
Myers-Naples market for approximately $6,000,000. This acquisition was
finance through the Company's credit facility and accounted for by the
purchase method.
. On February 11, 1998, Beasley Radio, Inc. acquired the assets of WJST-FM
in the Ft. Myers-Naples market for approximately $5,000,000. This
acquisition was finance through the Company's credit facility and
accounted for by the purchase method.
. On December 1, 1998, Beasley Broadcasting of Arkansas, Inc. ("BBA")
acquired the assets of WTMR-AM in the Philadelphia market for
approximately $8,000,000. This acquisition was finance through the
Company's credit facility and accounted for by the purchase method.
. BBA sold substantially all of the assets of KAAY-AM to Citadel
Broadcasting Company on November 17, 1998. Net proceeds from the sale
were approximately $5,000,000, which resulted in a gain of approximately
$4,356,000.
. BFMA sold substantially all of the assets of WEWO-AM to Service Media,
Inc. on August 1, 1998. Net proceeds from the sale were approximately
$150,000, which resulted in a loss of approximately $328,000.
For tax purposes, the sale of KAAY-AM and the acquisition of WTMR-AM were
treated as a tax-deferred exchange under Section 1031 of the Internal Revenue
Code to a substantial extent.
For tax purposes, the sale of WEGX-FM and WDSC-AM and the acquisition of
WJBX-FM were treated as a tax-deferred exchange under Section 1031 of the
Internal Revenue Code.
Acquisitions for the years ended December 31, 1998 and 2000 are summarized
as follows:
Year ended December 31
-----------------------
1998 2000
----------- -----------
Property and equipment.............................. $ 1,499,641 $ 4,088,173
Other assets........................................ 2,142 --
FCC broadcasting licenses........................... 17,226,517 30,606,827
Goodwill............................................ 271,700 85,000
----------- -----------
Payments for purchase of radio stations............. $19,000,000 $34,780,000
=========== ===========
Dispositions for the year ended December 31, 1998 are summarized as follows:
Proceeds from sale of stations................................... $5,150,000
Accounts receivable, net......................................... (5,720)
Prepaid expenses and other....................................... --
Property and equipment, net...................................... (797,915)
Intangibles, net................................................. (193,755)
Trade sales, net................................................. --
Selling expenses................................................. (124,597)
----------
Gain on sale of radio stations................................... $4,028,013
==========
45
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
(d) Unaudited Pro Forma Results of Operations
The following unaudited pro forma information presents the results of
operations for the years ended December 31, 1999 and 2000, with pro forma
adjustments as if the acquisitions of the stations had occurred on January 1,
1999.
This unaudited pro forma information is not necessarily indicative of what
would have occurred had the acquisitions occurred on January 1, 1999 or of
results that may occur in the future.
Combined Consolidated
Year Ended Year Ended
December December 31,
31, 1999 2000
----------- ------------
Net revenues..................................... $99,155,267 $107,839,154
----------- ------------
Costs and expenses:
Program and production......................... 27,653,609 28,052,654
Sales and advertising.......................... 25,437,289 28,322,798
Station general and administrative............. 15,604,600 15,885,704
Corporate general and administrative........... 2,764,216 3,991,535
Equity appreciation rights..................... 606,407 1,173,759
Format change expenses......................... -- 1,545,547
Depreciation and amortization.................. 18,846,988 18,101,744
----------- ------------
Total costs and expenses..................... 90,913,109 97,073,741
----------- ------------
Operating income............................... 8,242,158 10,765,413
Other income (expense):
Interest expense............................... (16,711,312) (9,579,639)
Unrealized loss on investment.................. -- (2,400,000)
Other non-operating expenses................... (107,154) (310,754)
Interest income................................ 883,704 446,197
Other non-operating income..................... -- 168,383
----------- ------------
Loss before income taxes..................... $(7,692,604) $ (910,400)
Income tax expense............................... -- 28,878,000
----------- ------------
Net loss..................................... $(7,692,604) $(29,788,400)
=========== ============
Basic and diluted net loss per share............. $ -- $ (1.27)
=========== ============
Pro forma income tax benefit..................... $(2,838,000) $ --
=========== ============
Pro forma net loss............................... $(4,854,604) $ --
=========== ============
Pro forma basic and diluted net loss per share... $ (0.28) $ --
=========== ============
Basic and diluted common shares outstanding...... 17,423,441 23,506,091
=========== ============
(e) Subsequent and Pending Acquisitions
. On January 31, 2001, the Company acquired all of the outstanding common
stock of Centennial Broadcasting Nevada, Inc. and all of the membership
interests in Centennial Broadcasting, LLC for an aggregate purchase
price, subject to certain adjustments, of approximately $113.5 million.
Centennial Broadcasting Nevada, Inc. owns approximately 18.5% of the
membership interests in Centennial Broadcasting, LLC. Centennial
Broadcasting, LLC owns the radio stations KJUL-FM, KSTJ-FM and KKLZ-FM in
Las Vegas, Nevada and WBYU-AM, WRNO-FM and KMEZ-FM in New Orleans,
46
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
Louisiana. This acquisition was financed through the Company's credit
facility and accounted for by the purchase method of accounting.
. On November 13, 2000, the Company entered into an agreement to acquire
WKXC-FM and WSLT-FM in Augusta, Georgia for approximately $12.0 million.
(8) Related Party Transactions
The Company had a management agreement with Beasley Broadcasting Management
Corp., an affiliate of the Company's principal stockholder, George G. Beasley.
For the years ended December 31, 1998 and 1999, management fee expense under
the agreement was approximately $2,498,000 and $2,764,000, respectively. From
January 1, 2000 to February 10, 2000, management fee expense under the
agreement was approximately $447,000.
The Company leases certain office space from its principal stockholder,
George G. Beasley. For the years ended December 31, 1998, 1999 and 2000,
rental expense paid to Mr. Beasley was approximately $77,000, $96,000 and
$96,000, respectively.
Distributions to stockholders of the S corporations during the years ended
December 31, 1998 and 1999 were $5,959,936 and $4,938,993, respectively. From
January 1, 2000 to February 10, 2000, distributions to stockholders of BFMA
were approximately $2,250,000.
Notes receivable from related parties as of December 31, 1999 were repaid
in full on February 16, 2000. On December 28, 2000, the Company sold all of
its radio towers and related real estate assets to Beasley Family Towers, Inc.
("BFT") for approximately $5.1 million. The Company received unsecured notes
payable from BFT, which are due in monthly payments including interest at the
applicable federal rate. The notes mature on December 28, 2020. In connection
with this transaction, the Company entered into agreements to lease the radio
towers from BFT. The lease agreements expire on December 28, 2020. As of
December 31, 2000, future minimum lease payments to related parties for the
next five years and thereafter are summarized as follows:
2001............................................................ $ 467,000
2002............................................................ 467,000
2003............................................................ 467,000
2004............................................................ 467,000
2005............................................................ 467,000
Thereafter...................................................... 7,015,000
----------
Total......................................................... $9,350,000
==========
Notes payable to related parties bore interest at 7.67% to 9.25% and were
repaid in full on February 16, 2000. For the years ended December 31, 1998 and
1999, interest expense on notes payable to related parties was approximately
$666,000 and $642,000, respectively. From January 1, 2000 to February 10,
2000, interest expense on notes payable to related parties was approximately
$80,000.
Notes receivable from stockholders bear interest at 9.25% and were repaid
in full on February 16, 2000. For the years ended December 31, 1998 and 1999,
interest income on notes receivable from related parties was approximately
$618,000 and $707,000, respectively. From January 1, 2000 to February 16,
2000, interest income on notes receivable from related parties was
approximately $135,000.
47
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
(9) Commitments and Contingencies
In 1997, the Company entered into contracts for the radio broadcast rights
relating to the Miami Dolphins, Florida Marlins and Florida Panthers sports
franchises. These contracts grant WQAM-AM the exclusive, English language
rights for live radio broadcasts of the sporting events of these franchises for
a five-year term that began in 1997. The contracts require the Company to pay
certain fees and to provide commercial advertising and other considerations. As
of December 31, 2000, remaining payments of fees are as follows: $8,844,000 in
2001 and $359,000 in 2002. For the years ended December 31, 1998, 1999 and
2000, the contract expense calculated on a straight-line basis and other direct
expenses exceeded related revenues by $3,617,000, $2,770,000 and $4,034,000,
respectively. Unless the Company is able to generate significantly more
revenues under these contracts in future periods, the contracts are likely to
have a material adverse effect on the Company's results of operations on a
going-forward basis. However, in light of the uncertainty regarding future
revenues, the amount of any future loss cannot be determined at this time.
The Company leases property and equipment from third parties under one- to
ten-year operating leases. For the years ended December 31, 1998, 1999 and
2000, lease expense was approximately $1,503,000, $1,815,000 and $2,052,000,
respectively. As of December 31, 2000, future minimum lease payments to third
parties for the next five years and thereafter are summarized as follows:
2001............................................................ 1,673,000
2002............................................................ 1,211,000
2003............................................................ 1,171,000
2004............................................................ 1,141,000
2005............................................................ 988,000
Thereafter...................................................... 3,510,000
----------
Total......................................................... $9,694,000
==========
The Company had employment agreements with two radio station managers that
contained provisions allowing the station manager to participate in the gain on
the sale of the station managed in the event it is sold, and while the station
manager was still employed by the Company. In addition, these agreements
provided that upon the occurrence of certain liquidity events the station
manager would be paid a percentage of the increase in value of the station
managed upon completion of the offering. On February 16, 2000, the Company paid
approximately $1.2 million to the station managers as a result of the initial
public offering.
In the normal course of business, the Company is party to various legal
matters. The ultimate disposition of these matters will not, in management's
judgment, have a material adverse effect on the Company's financial position.
(10) Derivative Financial Instruments
The Company uses interest rate collar and swap agreements to hedge against
the potential impact of increases in interest rates on the revolving credit
loan. For the years ended December 31, 1998 and 2000, the Company received
additional interest of approximately $11,000 and $113,000, respectively. For
the year ended December 31, 1999, the Company paid additional interest of
approximately $87,000. The amount received or paid is based on the differential
between the specified rate of the swap agreements and the variable interest
rate of the revolving credit loan. There was no additional interest paid or
received under the collar agreements.
48
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
In February 2001, one interest rate swap and one interest rate collar were
canceled and we purchased another interest rate collar. As of February 13,
2001, our collar agreements are summarized as follows:
Notional Expiration
Agreement Amount Floor Cap Date
--------- ----------- ----- ---- -------------
Interest rate collar..................... $20,000,000 6.69% 8% May 2002
Interest rate collar..................... $20,000,000 5.45% 7.5% November 2002
Interest rate collar..................... $20,000,000 5.75% 7.35% November 2002
Interest rate collar..................... $55,000,000 4.99% 7% October 2003
(11) Fair Value of Financial Instruments
The Company's significant financial instruments and the methods used to
estimate their fair values are as follows:
. Notes receivable from related parties--It is not practicable to estimate
the fair value of notes receivable from related parties due to their
related party nature.
. Other investments--The fair value is estimated using quoted market prices
where available and using management's best estimate where quoted market
prices are unavailable.
. Revolving credit loan--The fair value approximates carrying value due to
the interest rate being based on current market rates.
. Notes payable to related parties--It is not practicable to estimate the
fair value of notes payable to related parties due to their related party
nature.
. Hedge agreements--The Company has entered into various agreements to
hedge against the potential impact of increases in interest rates on the
revolving credit loan. These agreements as of December 31, 2000 are
summarized as follows:
Estimated
Notional Expiration Fair
Agreement Amount Floor Cap Swap Date Value
--------- ----------- ----- ---- ---- ------------- ---------
Interest rate collar..... $20,000,000 6.69% 8% -- May 2002 $(1,000)
Interest rate collar..... 20,000,000 5.85% 7.5% -- October 2002 --
Interest rate swap....... 20,000,000 -- -- 6.48% October 2002 67,000
Interest rate collar..... 20,000,000 5.45% 7.5% -- November 2002 --
Interest rate collar..... 20,000,000 5.75% 7.35% -- November 2002 --
The Company is exposed to credit loss in the event of nonperformance by the
other parties to the agreements. The Company, however, does not anticipate
nonperformance by the counterparties. The fair value of the interest rate swap
agreements is estimated using the difference between the present value of
discounted cash flows using the base rate stated in the swap agreement and the
present value of discounted cash flows using the LIBOR rate at December 31,
2000. The fair values of the interest rate collar agreements are estimated
based on the amounts the Company would expect to receive or pay to terminate
the agreement.
49
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
(12) Income Taxes
Pro forma income tax benefit from continuing operations for the years ended
December 31, 1998 and 1999 and income tax expense for the year ended December
31, 2000 from continuing operations is as follows:
Year ended December 31,
-------------------------------------
1998 1999
(Unaudited) (Unaudited) 2000
----------- ----------- -----------
Federal:
Current.............................. $(4,102,000) $ 567,000 $ 2,489,000
Deferred............................. 1,441,000 (2,371,000) 20,796,000
----------- ----------- -----------
(2,661,000) (1,804,000) 23,285,000
State:
Current.............................. (908,000) 125,000 1,109,000
Deferred............................. 319,000 (525,000) 4,604,000
----------- ----------- -----------
(589,000) (400,000) 5,713,000
----------- ----------- -----------
$(3,250,000) $(2,204,000) $28,998,000
=========== =========== ===========
Pro forma income tax benefit for the years ended December 31, 1998 and 1999
and income tax expense for the year ended December 31, 2000 differ from the
amounts that would result from applying the federal statutory rate of 34% to
the Company's loss before income taxes, as follows:
Year ended December 31,
-------------------------------------
1998 1999
(Unaudited) (Unaudited) 2000
----------- ----------- -----------
Expected tax benefit................. $(2,920,000) $(2,058,000) $ (204,000)
State income taxes, net of federal
benefit............................. (397,000) (280,000) 532,000
Establishment of deferred tax assets
and liabilities upon conversion from
a subchapter S corporation to a
subchapter C corporation on February
11, 2000............................ -- -- 28,297,000
Non-deductible amortization of
minority interest acquisitions...... -- -- 194,000
Other................................ 67,000 134,000 179,000
----------- ----------- -----------
$(3,250,000) $(2,204,000) $28,998,000
=========== =========== ===========
Temporary differences that give rise to the components of pro forma deferred
tax assets and liabilities, are as follows:
December 31,
--------------------------
1999
(Unaudited) 2000
------------ ------------
Allowance for doubtful accounts................ $ 2,623,000 $ 176,000
Unrealized loss on investment.................. -- 927,000
Accrued interest on notes receivable from
related parties............................... 1,457,000 --
Notes receivable from related parties.......... 478,000 --
------------ ------------
Gross deferred tax assets.................... 4,558,000 1,103,000
Intangibles.................................... (27,929,000) (25,633,000)
Property and equipment......................... (1,113,000) (869,000)
------------ ------------
Gross deferred tax liabilities............... (29,042,000) (26,502,000)
------------ ------------
Net deferred tax liabilities................. $(24,484,000) $(25,399,000)
============ ============
50
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
(13) Segment Information
Segment information, in thousands of dollars for the years ended December
31, 1998, 1999 and 2000 are as follows:
December 31,
----------------------------
1998 1999 2000
-------- -------- --------
Total assets:
Radio Group One............................ $ 97,530 $ 97,802 $117,790
Radio Group Two............................ 97,243 88,059 100,369
-------- -------- --------
Total...................................... $194,773 $185,861 $218,159
======== ======== ========
Year ended December 31,
----------------------------
1998 1999 2000
-------- -------- --------
Net revenues:
Radio Group One............................ $ 50,825 $ 59,798 $ 68,984
Radio Group Two............................ 30,608 33,823 37,170
-------- -------- --------
Total...................................... 81,433 93,621 106,154
-------- -------- --------
Broadcast cash flow:
Radio Group One............................ $ 10,922 $ 18,116 $ 21,382
Radio Group Two............................ 8,820 8,845 13,047
-------- -------- --------
Total...................................... 19,742 26,961 34,429
-------- -------- --------
Reconciliation to net loss before income
taxes:
Corporate general and administrative
expenses.................................. $ (2,498) $ (2,764) $ (3,992)
Equity appreciation rights................. -- (606) (1,174)
Format change expenses..................... -- -- (1,545)
Depreciation and amortization.............. (16,097) (16,410) (17,409)
Interest expense........................... (13,602) (14,008) (8,813)
Unrealized loss on investment.............. -- -- (2,400)
Other non-operating income (expense)....... (160) 775 304
Gain on sale of radio stations............. 4,028 -- --
-------- -------- --------
Net loss before income taxes............... $ (8,587) $ (6,052) $ (600)
======== ======== ========
Radio Group One includes radio stations located in Miami-Ft. Lauderdale, FL,
Ft. Myers-Naples, FL, West Palm Beach, FL and Greenville-New Bern-Jacksonville,
NC. Radio Group Two includes radio stations located in Atlanta, GA,
Philadelphia, PA, Boston, MA, Fayetteville, NC and Augusta, GA.
Broadcast cash flow consists of operating income before corporate general
and administrative expenses, equity appreciation rights, and depreciation and
amortization.
(14) Equity Plan
On February 11, 2000, the Company adopted The 2000 Equity Plan of Beasley
Broadcast Group, Inc. (the "Plan"). A total of 3,000,000 shares of Class A
common stock were reserved for issuance under the Plan, of which 2,500,000
stock options were granted on February 11, 2000 with an exercise price per
share equal to the initial public offering price. All stock options have ten-
year terms and generally vest and become fully exercisable after a period of
three to four years from the date of grant, however some contain performance-
related provisions that may delay vesting beyond four years.
51
BEASLEY BROADCAST GROUP, INC.
NOTES TO FINANCIAL STATEMENTS--(Continued)
As of December 31, 2000, there were 418,000 additional shares available for
grant under the Plan. The per share weighted-average fair value of stock
options granted during 2000 was $8.85 on the date of grant using the Black
Scholes option-pricing model with the following weighted-average assumptions:
expected life of 7 years, expected volatility of 50%, risk-free interest rate
of 5.11% to 5.33%, and no expected dividend yield.
The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock options in
the financial statements. Had the Company determined compensation cost based on
the fair value at the grant date for its stock options under SFAS No. 123, the
Company's net loss for the year ended December 31, 2000 would have been
increased to the pro forma amounts indicated below:
Net loss:
As reported................................................. $(29,597,687)
Pro forma................................................... (33,071,326)
Net loss per share:
Basic and diluted........................................... (1.26)
Pro forma basic and diluted................................. (1.41)
Stock option activity during the periods indicated is as follows:
Weighted-
Average
Number of Exercise
Shares Price
--------- ---------
Balance as of February 11, 2000......................... -- --
Granted............................................... 2,607,000 $15.26
Exercised............................................. -- --
Forfeited............................................. (25,000) 15.50
Expired............................................... -- --
--------- ------
Balance as of December 31, 2000......................... 2,582,000 $15.26
========= ======
As of December 31, 2000, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was $7.87--$15.50 and 9.7
years, respectively.
As of December 31, 2000, the number of options exercisable was 49,438 and
the weighted-average exercise price of those options was $14.32.
(15) Subsequent Event
On December 29, 1998, the Company filed a lawsuit in the Circuit Court of
the Eleventh Judicial Circuit, Miami-Dade County, against the Florida Marlins
Inc., Florida Marlins Baseball Team, Ltd., and Front Row Communications for
breach of contract and other related claims. The lawsuit is based on actions
taken by the Florida Marlins major league baseball team to trade or release key
players of the Marlins after the 1997 season, thereby transforming the Marlins
into a non-competitive team. On January 14, 2000, the court dismissed the
Marlins' motion for summary judgment. On May 22, 1999, the Marlins countersued
for breach of contract. On January 10, 2001, the Company settled both lawsuits
with the other parties with no material impact on the accompanying financial
statements.
52
BEASLEY BROADCAST GROUP, INC.
FINANCIAL STATEMENT SCHEDULE
VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1998, 1999 and 2000
Column B Column E
Balance Column C Balance
at Provision Column D at End
Beginning for Bad Charge of
Column A Description of Period Debts Offs Period
-------------------- --------- --------- --------- --------
Year ended December 31, 1998:
Allowance for doubtful accounts....... 1,092,000 1,129,211 1,631,859 589,352
Year ended December 31, 1999:
Allowance for doubtful accounts....... 589,352 803,074 832,144 560,282
Year ended December 31, 2000:
Allowance for doubtful accounts....... 560,282 1,673,939 1,627,074 607,147
53
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table provides information concerning our directors and
executive officers.
Name Age Position
---- --- --------
George G. Beasley....... 68 Chairman and Chief Executive Officer
Bruce G. Beasley........ 43 President, Co-Chief Operating Officer and Director
Allen B. Shaw........... 57 Vice Chairman and Co-Chief Operating Officer
B. Caroline Beasley..... 38 Vice President, Chief Financial Officer, Secretary,
Treasurer and Director
Brian E. Beasley........ 41 Vice President of Operations and Director
Joe B. Cox.............. 61 Director
Mark S. Fowler.......... 59 Director
Herbert W. McCord....... 58 Director
George G. Beasley founded Beasley Broadcast Group in 1961 and has served
since inception as the Company's Chairman and Chief Executive Officer. Mr.
Beasley served on the North Carolina Association of Broadcasters' Board of
Directors for eight years and has served that Association as President and Vice
President. Mr. Beasley was awarded the Distinguished Broadcaster of North
Carolina Award in 1988. Mr. Beasley has a B.A. and M. A. from Appalachian State
University. George G. Beasley is the father of Bruce G. Beasley, B. Caroline
Beasley and Brian E. Beasley.
Bruce G. Beasley has served as the Company's President and Chief Operating
Officer since 1997 and as a director since 1980. He began his career in the
broadcasting business with Beasley Broadcast Group in 1975 and since that time
has served in various capacities including General Sales Manager of a radio
station, General Manger of a radio station and Vice President of Operations of
Beasley Broadcast Group. Currently, Mr. Beasley oversees the operation of all
radio stations. Mr. Beasley serves on the Boards of Directors of the North
Carolina Association of Broadcasters and the Radio Advertising Bureau. Mr.
Beasley has a B.S. from East Carolina University. Mr. Beasley is the son of
George G. Beasley and the brother of B. Caroline Beasley and Brian E. Beasley.
Allen B. Shaw joined Beasley Broadcast Group as the Vice Chairman of the
Board of Directors and Co-Chief Operating Officer in February 2001 as part of
the Company's acquisition of Centennial Broadcasting. From 1990 to February
2001, Mr. Shaw was the President and Chief Executive Officer of Centennial
Broadcasting. Mr. Shaw previously served as the Chief Operating Officer of
Beasley from 1985 to 1990.
Caroline Beasley has served as the Company's Vice President, Chief Financial
Officer and Secretary since 1994 and as a director since 1983. She joined
Beasley Broadcast Group in 1983 and since that time has served in various
capacities including Business Manager, Assistant Controller and Corporate
Controller. Ms. Beasley is a member of the Broadcast and Cable Financial
Management Association. Ms. Beasley has a B.S. from the University of North
Carolina at Chapel Hill. Ms. Beasley is the daughter of George G. Beasley and
the sister of Bruce G. Beasley and Brian E. Beasley.
Brian E. Beasley has served as the Company's Vice President of Operations
since 1997 and as a director since 1982. He began his career in broadcasting
during high school in 1977. He joined Beasley full-time in 1982 as General
Manager of the previously-owned cable TV division. In 1985, he became Senior
Account Executive to a radio station. Since that time, Mr. Beasley has served
as General Manger to three different radio stations and most recently has been
named Vice President of Operations. Mr. Beasley has a B.S. from East Carolina
University. Mr. Beasley is the son of George G. Beasley and the brother of
Bruce G. Beasley and B. Caroline Beasley.
54
Joe B. Cox has been a director of Beasley Broadcast Group since February
2000. Mr. Cox is a partner at the law firm of Cummings and Lockwood. Mr. Cox
has practiced law for 34 years, primarily in the tax, corporate and estate law
areas. Mr. Cox is a director of Citizens National Bank.
Mark S. Fowler, age 59, has been a director of Beasley Broadcast Group since
February 2000. Mr. Fowler was of counsel at the law firm of Latham & Watkins
from 1987 to December 31, 2000. Mr. Fowler has served as Chairman of UniSite,
Inc. since 1994 and Chairman of Assure Sat, Inc. since 1997. Mr. Fowler is also
a director of Pac-West Telecom, Inc. and Talk.com, Inc. Mr. Fowler served as
Chairman of the FCC from 1981 until 1987.
Herbert W. McCord, age 58, has been a director of Beasley Broadcast Group
since May 2000. Mr. McCord currently is President of Granum Communications
Corporation, a management consulting firm specializing in the radio industry,
which he founded in 1991. Prior to starting Granum, Mr. McCord worked in the
radio industry at the station and management levels for over twenty years. Mr.
McCord serves as a member of the Executive Committee for the Board of Directors
of the Radio Advertising Bureau.
Committees Of The Board Of Directors
Our Board of Directors has established an Audit Committee and a Compensation
Committee.
Audit Committee. The Audit Committee consists of Messrs. Cox, Fowler and
McCord. The responsibilities of the audit committee include:
. recommending to the Board of Directors independent public accountants to
conduct the annual audit of our financial statements;
. reviewing the proposed scope of the audit and approving the audit fees to
be paid;
. reviewing the Company's accounting and financial controls with the
independent public accountants and our financial and accounting staff;
and
. reviewing and approving transactions, other than compensation matters
,between us and our directors, officers and affiliates.
Compensation Committee. The Compensation Committee consists of Messrs. Cox,
Fowler, and McCord. This Committee provides a general review of the Company's
compensation plans to ensure that they meet corporate objectives. The
responsibilities of the compensation committee also include administering and
interpreting The 2000 Equity Plan of Beasley Broadcast Group.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's stock to file reports of ownership and
changes in ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) reports they
file.
Based solely on its review of the copies of such reports and upon written
representations from certain reporting persons, the Company believes that, for
the year ended December 31, 2000, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than ten percent
stockholders were complied with on a timely basis, except Mr. McCord's Form 3,
Initial Statement of Beneficial Ownership of Securities, the George Beasley
Grantor Retained Annuity Trust's Form 3, Initial Statement of Beneficial
Ownership of Securities, the George Beasley Estate Reduction Trust's Form 3,
Initial Statement of Beneficial Ownership of Securities, and Mr. Brian E.
Beasley's Form 4, Statement of Changes of Beneficial Ownership of Securities,
reporting one transaction.
55
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain annual compensation information for
Beasley's Chief Executive Officer and the other four most highly paid executive
officers of Beasley whose annual salary exceeded $100,000 as of December 31,
2000 (collectively, the "Named Officers").
Summary Compensation Table
Annual compensation
-----------------------------
Name and principal Other annual All other
position Year Salary Bonus compensation compensation
------------------ ---- -------- ------- ------------ ------------
George G. Beasley..............
Chairman and Chief Executive 2000 $490,081 -- -- $306,212*
Officer 1999 434,094 -- -- 285,549*
Bruce G. Beasley...............
President and Co-Chief 2000 $320,965 -- -- --
Operating Officer 1999 300,365 -- -- --
Caroline Beasley............... 2000 $266,985 $50,000 -- --
Chief Financial Officer 1999 222,599 -- -- --
Brian E. Beasley............... 2000 $295,622 -- -- --
Vice President of Operations 1999 266,259 -- -- --
- --------
* Amounts attributable to the insurance portion of a split-dollar life
insurance policy.
The following table sets forth certain information with respect to stock
option to purchase shares of the Company's common stock awarded during the
fiscal year ended December 31, 2000 to the Named Officers.
Option Grants In Fiscal Year 2000
Individual Grants
----------------------------------------------
Number of Percent of
securities total options Total
underlying granted to Exercise grant date
options employees in price Expiration present
Name granted fiscal year(1) ($/share) date value(2)
---- ---------- -------------- --------- ---------- --------------
George G. Beasley....... 487,500 18.7% $15.50 2/11/10 $4,382,625
Bruce G. Beasley........ 487,500 18.7 15.50 2/11/10 4,382,625
Caroline Beasley........ 487,500 18.7 15.50 2/11/10 4,382,625
Brian E. Beasley........ 487,500 18.7 15.50 2/11/10 4,382,625
- --------
(1) Total options granted to all executive officers, other employees and non-
employee directors of the Company in 2000 were for an aggregate of
2,607,000 shares of the Company's Class A Common Stock.
(2) The hypothetical present values on the grant date were calculated under the
Black Scholes option pricing model, which is a mathematical formula used to
value options traded on stock exchanges. The formula considers a number of
assumptions in hypothesizing an option's present value. Assumptions used to
value the options include an expected life of seven years, expected
volatility of 50%, risk-free interest rate of 5.18%, and no expected
dividend rate. The ultimate realizable value of an option will depend on
the actual market value of the common stock on the date of exercise as
compared to the exercise price of the option. Consequently, there is no
assurance that the hypothetical present value of the stock options
reflected in this table will be realized.
Employment Agreements
George G. Beasley Employment Agreement. The Company entered into a three
year employment agreement with George G. Beasley effective as of January 31,
2000 pursuant to which he serves as our Chief Executive Officer and Chairman of
the board of directors. Mr. Beasley receives an annual base salary of $500,000
subject to an annual increase of not less than 5%, and an annual cash bonus at
the discretion of the board of directors. Mr. Beasley also received an option
to purchase 487,500 shares of our Class A common stock under the Company's 2000
equity plan at an exercise price equal to $15.50. This option vests over the
term of the employment agreement. The Company could incur severance obligations
under the terms of the employment agreement in the event that Mr. Beasley's
employment is terminated without cause or if he resigns for good reason.
56
Bruce G. Beasley Employment Agreement. The Company entered into a three year
employment agreement with Bruce G. Beasley effective as of January 31, 2000
pursuant to which he serves as the President and Chief Operating Officer. Mr.
Beasley receives an annual base salary of $325,000 subject to an annual
increase of not less than 5% and an annual cash bonus at the discretion of the
board of directors. Mr. Beasley also received an option to purchase 487,500
shares of the Company's Class A common stock under the 2000 equity plan at an
exercise price equal to $15.50. This option vests over the term of the
employment agreement. The Company could incur severance obligations under the
terms of the employment agreement in the event that Mr. Beasley's employment is
terminated without cause or if he resigns for good reason.
Allen B. Shaw Employment Agreement. The Company entered into a three year
employment agreement with Allen Shaw pursuant to which he will serve as our Co-
Chief Operating Officer and Vice Chairman of our board of directors. Mr. Shaw
will receive an annual base salary of $322,350, subject to an annual increase
of not less than 5%, and an annual cash bonus at the discretion of the board of
directors. Mr. Shaw also received an option to purchase 50,000 shares of our
Class A common stock on February 1, 2001 under our 2000 equity plan at an
exercise price equal to the closing price of BBGI Class A common stock on the
day before the grant. The option vests on February 1, 2011, but may become
exercisable earlier, on the anniversary date of the date of grant, if certain
material conditions are satisfied (33% each time a material condition is
satisfied). We could incur severance obligations under the expected terms of
the employment agreement in the event that Mr. Shaw's employment is terminated
without cause or if he resigns for good reason.without cause or if he resigns
for good reason.
Caroline Beasley Employment Agreement. The Company entered into a three year
employment agreement with Caroline Beasley pursuant to which she serves as the
Chief Financial Officer. Ms. Beasley receives an annual base salary of $275,000
subject to an annual increase of not less than 5%, and an annual cash bonus at
the discretion of the board of directors. Ms. Beasley also receive an option to
purchase 487,500 shares of the Company's Class A common stock under the 2000
equity plan at an exercise price equal to $15.50. This option vests over the
term of the employment agreement. The Company could incur severance obligations
under the terms of the employment agreement in the event that Ms. Beasley's
employment is terminated without cause or if she resigns for good reason. Ms.
Beasley also received a $50,000 cash bonus upon completion of the initial
public offering.
Brian E. Beasley Employment Agreement. The Company entered into a three year
employment agreement with Brian E. Beasley pursuant to which he serves as the
Vice President of Operations. Mr. Beasley receives an annual base salary of
$300,000 subject to an annual increase of not less than 5%, and an annual cash
bonus at the discretion of the board of directors. Mr. Beasley also received an
option to purchase 487,500 shares of the Company's Class A common stock under
the 2000 equity plan at an exercise price equal to $15.50. This option vests
over the term of the employment agreement. The Company could incur severance
obligations under the terms of the employment agreement in he event that Mr.
Beasley's employment is terminated without cause or if the resigns for good
reason.
2000 Equity Plan
On February 11, 2000, we adopted The 2000 Equity Plan of Beasley Broadcast
Group. This equity plan is our first plan under which employee stock options
have been granted. The principal purpose of the equity plan is to attract,
retain and motivate selected officers, employees, consultants and directors
through the granting of stock-based compensation awards. The equity plan
provides for a variety of compensation awards, including non-qualified stock
options, incentive stock options that are within the meaning of Section 422 of
the Internal Revenue Code, stock appreciation rights, restricted stock,
deferred stock, dividend equivalents, performance awards, stock payments and
other stock-related benefits. A total of 3,000,000 shares of Class A common
stock were reserved for issuance under the equity plan, of which 2,500,000
shares were granted on February 11, 2000. These options have an exercise price
of $15.50 per share. As of December 31, 2000, the Company had granted 2,607,000
options under this plan.
The equity plan provides that a committee of independent directors has the
authority to select the employees and consultants to whom awards are to be
made, to determine the number of shares to be subject to
57
those awards and their terms and conditions, and to make all other
determinations and to take all other actions necessary or advisable for the
administration of the equity plan with respect to employees or consultants.
The equity plan also provides that, each of our independent director
nominees will automatically be granted options to purchase 20,000 shares of our
Class A common stock upon election to our board of directors. These options
will have an exercise price per share equal to the fair market value per share
of our Class A common stock as of the date of grant, and will be exercisable
with respect to 10,000 shares as of the date of grant and will become
exercisable with respect to an additional 5,000 shares on each of the first two
anniversaries of the date of grant. The board may make additional option grants
to our independent directors from time to time, in its discretion, on such
terms as the board determines consistent with the equity plan.
The committee and the board is authorized to adopt, amend and rescind rules
relating to the administration of the equity plan, and to amend, suspend and
terminate the equity plan. We have attempted to structure the equity plan in a
manner such that remuneration attributable to stock options and other awards
will not be subject to the deduction limitation contained in Section 162(m) of
the Internal Revenue Code.
Director Compensation
In the past, directors did not receive any fees for service on the Board of
Directors. The Board of Directors has considered and may implement paying its
non-employee directors a fee for each Board meeting and Committee meeting
attended. The Board of Directors may do this on a retroactive basis. Non-
employee directors would continue to be reimbursed for their out-of-pocket
travel expenses for each Board of Directors and Committee meeting attended.
Compensation Committee Interlocks And Insider Participation
During the fiscal year ended December 31, 2000, the Compensation Committee
consisted of three members, Messrs. Cox, Fowler and McCord. None of the members
was at any time during the fiscal year ended December 31, 2000, or at any other
time, an officer or employee of the Company. No executive officer of the
Company serves as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as members of the
Company's Board of Directors or Compensation Committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Class A Common Stock as of January 31, 2001, by:
. each person who is known by us to own beneficially more than 5% of the
Class A Common Stock;
. each of our directors;
. each of the Named Officers; and
. all current officers and directors as a group.
Each stockholder possess sole voting and investment power with respect to
the shares listed, unless otherwise noted. Shares of Class B Common stock are
convertible into shares of Class A common stock on a one-for-one basis.
The number of Class A shares owned by George G. Beasley include options to
purchase 162,500 shares of Class A Common Stock and 13,000 shares of Class A
Common Stock held for the benefit of his grandchildren, which he disclaims
beneficial ownership of. The number of Class B shares owned by George G.
Beasley consists of 12,337,486 shares owned individually by him, 1,514,599
shares owned by the George Beasley Grantor Retained Annuity Trust and 39,835
shares owned by Shirley W. Beasley, Mr. Beasley's spouse. The number of Class A
shares owned by Bruce G. Beasley, Caroline Beasley and Brian E. Beasley include
options for each of them to purchase 162,500 shares of Class A Common Stock.
The number of Class B shares owned by Bruce G. Beasley and Caroline Beasley
each include 356,736 owned individually by each of them and
58
897,518 shares owned by the George Beasley Estate Reduction Trust as to which
they share voting and dispositive power as trustees. Messrs. Cox and Fowler's
ownership includes options to purchase 15,000 Class A shares at $15.50 per
share and Mr. McCord's ownership includes options to purchase 10,000 Class A
shares at the $10.38 per share. The number of Class A shares owned by Bradley
C. Beasley includes options to purchase 33,334 shares of Class A Common Stock.
Unless otherwise indicated, the address of each beneficial owner is c/o Beasley
Broadcast Group, Inc., 3033 Riviera Drive, Suite 200, Naples, Florida 34103.
Common Stock
----------------------------------
Class A Class B Percent
--------------- ------------------ Percent of
Number Percent Percent of total total
Name of Beneficial of of Number of economic voting
Owner Shares class of Shares class interest power
------------------ ------ ------- ---------- ------- -------- -------
George G. Beasley......... 176,900 2.4% 13,891,920 81.6% 57.6% 78.3%
George Beasley Grantor
Retained Annuity Trust... -- -- 1,514,599 8.9 6.2 8.5
Bruce G. Beasley.......... 165,000 2.2 1,254,254 7.4 5.8 7.2
Caroline Beasley.......... 164,500 2.2 1,254,254 7.4 5.8 7.2
George Beasley Estate
Reduction Trust.......... -- -- 897,518 5.3 3.7 5.1
Bradley C. Beasley........ 34,334 0.5 741,462 4.4 3.2 4.2
Brian E. Beasley.......... 162,500 2.2 420,265 2.5 2.4 2.5
Thomson, Horstmann &
Bryant................... 501,900 6.9 -- -- 2.1 0.3
Park 80 West
Plaza Two
Saddle Brook, NJ 07663
Joe B. Cox................ 25,000 * -- -- * *
Mark S. Fowler............ 16,000 * -- -- * *
Herbert W. McCord......... 11,000 * -- -- * *
All directors and
executive officers as a
group.................... 720,900 9.1% 15,923,175 93.5% 66.7% 89.8%
- --------
* Less than one percent.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Indebtedness to Affiliates
From time to time prior to the completion of the Company's initial public
offering on February 11, 2000, Beasley had incurred indebtedness to related
parties and affiliated entities. The Company used a portion of the net proceeds
from the initial public offering to repay all indebtedness to related parties
and affiliated entities outstanding at the completion of the offering. The
repayments consisted of the following:
. $25,976,006 owed to an affiliated entity owned by George G. Beasley,
Shirley Beasley (the wife of George G. Beasley), Caroline Beasley, Bruce
G. Beasley, Brian E. Beasley, Bradley C. Beasley and Robert E. Beasley;
. $11,611,038 owed to another affiliated entity, wholly-owned by George G.
Beasley; and
. $13,516,008 owed to George G. Beasley, an affiliated entity wholly-owned
by George G. Beasley and Brian E. Beasley.
Indebtedness from Affiliates
From time to time prior to the completion of the Company's initial public
offering, George G. Beasley, members of his immediate family and entities
affiliated with them had borrowed funds from the Company. The aggregate
indebtedness of $9,420,093 was repaid to Beasley at the completion of the
offering.
Distribution to Affiliates
A distribution of approximately $1.0 million was made to George G. Beasley
and his immediate family January 2000 to cover tax liabilities arising from the
pass-through corporate structure of the entities that comprised Beasley
Broadcast Group prior to the reorganization.
59
Corporate Reorganization
Prior to the completion of the Company's initial public offering, Beasley
Broadcast Group comprised of a series of subchapter S corporations, a general
partnership and a series of limited partnerships and limited liability
companies. In connection with the offering, the subchapter S corporation status
was terminated and all former subchapter S corporations and partnerships became
indirect, wholly-owned subsidiaries of Beasley Broadcast Group, Inc., through
the exchange by the Company's equity holders of their interests in the
subchapter S corporations and partnerships for interests in Beasley Broadcast
Group. To effect this corporate reorganization:
. George G. Beasley and members of his immediate family contributed their
equity interest in the prior entities to Beasley Broadcast Group in
exchange for a total of 17,021,373 shares of Class B common stock of
Beasley Broadcast Group; and
. two of our general managers contributed their equity interests in two of
the prior entities to Beasley Broadcast Group in exchange for a total of
402,068 shares of Class A common stock of Beasley Broadcast Group.
Radio Towers Sale and Leaseback
On December 28, 2000, the Company sold its radio towers and related real
estate assets to Beasley Family Towers, Inc. (BFT) for approximately $5.1
million. Beasley Family Towers is a corporation owned by George G. Beasley,
Bruce G. Beasley, Caroline Beasley, Brian E. Beasley and other family members
of George G. Beasley. The purchase price was paid by unsecured notes payable to
the Company from BFT in monthly payments at an interest rate equal to the
applicable federal rate. The notes mature on December 28, 2020. In conjunction
with this sale, the Company entered into lease agreements that expire on
December 28, 2020 to leaseback the towers or space on the towers and certain
transmitter buildings from BFT.
Office and Studio Leases
The Company leases office and studio broadcasting space for radio station
WRXK-FM and WXKB-FM in Ft. Myers, Florida from George G. Beasley. The current
annual rent for this space is approximately $95,000. The Company believes that
these lease agreements are on terms at least as favorable to it as could have
been obtained from an unaffiliated party.
The Company leases office space in Naples, Florida from Beasley Broadcasting
Management Corp., which is wholly-owned by George G. Beasley. The current
annual rent for the office space is approximately $90,000. The Company believes
that the lease agreement is on terms at least as favorable to it as could have
been obtained from an unaffiliated party.
Augusta Radio Tower Lease
The Company's Augusta radio station, WCHZ-FM, leases its radio tower from
Wintersrun Communication, Inc., which is owned by George G. Beasley and Brian
E. Beasley. The current annual rent for the tower is approximately $21,000. The
Company believes that the lease agreement is on terms at least as favorable to
it as could have been obtained from an unaffiliated party.
Centennial Transaction
As of February 1, 2001, we purchased all of the outstanding common stock of
Centennial Broadcasting Nevada, Inc. and all of the membership interests in
Centennial Broadcasting, LLC for approximately $113.5 million. Centennial
Broadcasting Nevada, Inc. owned approximately 18.5% of the membership interests
in Centennial Broadcasting, LLC, which owned the radio stations KJUL-FM, KSTJ-
FM and KKLZ-FM in Las Vegas, Nevada and WBYU-AM, WRNO-FM and KMEZ-FM in New
Orleans, Louisiana. Our Co-Chief Operating Officer and Vice Chairman of the
Board of Directors, Allen B. Shaw, owned approximately 8.5% of Centennial
Broadcasting, LLC and received a distribution of approximately $6.1 million,
subject to certain conditions, as a result of this transaction.
60
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements. A list of financial statements included herein is
set forth in the Index to Financial Statements appearing in "ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA."
(b) Reports on Form 8-K. The following reports on Form 8-K were filed by us
during the fourth quarter of the fiscal year ended December 31, 2000:
We filed a Current Report on Form 8-K on December 13, 2000 disclosing under
Item 5 a second amendment to the Equity Interest Purchase Agreement for
Centennial Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC.
(c) Exhibits.
Exhibit
Number Description
------- -----------
2.1 Asset purchase agreement of radio stations WAEC-AM and WWWE-AM in
Atlanta and Hapeville, Georgia, dated August 13, 2000.(1)
2.2 Asset purchase agreement of radio station WRCA-AM in Waltham,
Massachusetts, dated December 31, 1999.(1)
2.3 Asset purchase agreement of radio stations WWNN-AM and WHSR-AM in
Pompano Beach, Florida and WSBR-AM in Boca Raton, Florida, dated
December 30, 1999.(1)
2.4 Equity interest purchase agreement of Centennial Broadcasting Nevada,
Inc. and Centennial Broadcasting, LLC, dated June 2, 2000.(2)
2.4 First amendment to equity interest purchase agreement of Centennial
Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC, dated
December 13, 2000.(3)
2.5 Second amendment to equity interest purchase agreement of Centennial
Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC, dated
December 13, 2000.(4)
2.6 Asset purchase agreement of radio stations WKXC-FM and WSLT-FM in
Augusta, Georgia, dated November 13, 2000.
3.1 Third amended and restated bylaws of the Registrant.
10.1 George G. Beasley executive employment agreement with Beasley
Mezzanine Holdings, LLC, dated January 31, 2000.(1)
10.2 Bruce G. Beasley executive employment agreement with Beasley Mezzanine
Holdings, LLC, dated January 31, 2000.(1)
10.3 B. Caroline Beasley executive employment agreement with Beasley
Mezzanine Holdings, LLC, dated January 31, 2000.(1)
10.4 Brian E. Beasley executive employment agreement with Beasley Mezzanine
Holdings, LLC, dated January 31, 2000.(1)
10.5 Beasley Broadcast Group Contribution Agreement, dated as of November
23, 1999 between Beasley Broadcast Group, Inc., George G. Beasley,
Bruce G. Beasley, Brian E. Beasley, B. Caroline Beasley, Bradley C.
Beasley, Robert E. Beasley, Shirley W. Beasley, J. Daniel Highsmith,
Reed Miami Holdings, Inc., Beasley FM Acquisition Corp. and affiliated
entities.(1)
10.6 Note of indebtedness issued to Beasley Broadcasting of Philadelphia,
Inc., in the principal amount of $24,545,566.53, dated August 11,
1994.(1)
61
Exhibit
Number Description
------- -----------
10.7 Note of indebtedness issued to Beasley-Reed Broadcasting of Miami,
Inc., in the principal amount of $11,498,147.97, dated August 11,
1994.(1)
10.8 Form of notes of indebtedness by and between Beasley Broadcast Group,
Inc. and affiliates, dated January 31, 2000.(1)
10.9 The 2000 Equity Plan of Beasley Broadcast Group, Inc.(1)
10.10 Form of agreement of sale of four communications towers between
Beasley FM Acquisition Corp. and Beasley Family Towers, Inc.(1)
10.11 Form of agreement of sale of a communications tower between Beasley
Broadcasting of Eastern North Carolina, Inc. and Beasley Family
Towers, Inc.(1)
10.12 Form of agreement of sale of a communications tower between Beasley
Broadcasting of New Jersey, Inc. and Beasley Family Towers, Inc.(1)
10.13 Form of agreement of sale of a communications tower between Beasley
Broadcasting of Eastern Pennsylvania, Inc. and Beasley Family Towers,
Inc.(1)
10.14 Form of agreement of sale of a communications tower between Beasley
Broadcasting of Coastal Carolina, Inc. and Beasley Family Towers,
Inc.(1)
10.15 Form of agreement of sale of a communications tower between Beasley
Reed Acquisition Partnership and Beasley Family Towers, Inc.(1)
10.16 Form of agreement of sale of three communications towers between
Beasley FM Acquisition Corp. and Beasley Family Towers, Inc.(1)
10.17 Credit agreement between Beasley Mezzanine Holdings, LLC and Fleet
National Bank, as syndication agent, Bank of America, as documentation
agent, the Bank of New York, as co-documentation agent and managing
agent, and the Bank of Montreal, Chicago Branch, as administrative
agent, dated August 31, 2000.(5)
10.18 Amendment to Agreement of Sale of Four Communications Towers between
Beasley FM Acquisition Corp. and Beasley Family Towers, Inc.
10.19 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Eastern North Carolina, Inc. and Beasley
Family Towers, Inc.
10.20 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting New Jersey, Inc. and Beasley Family Towers, Inc.
10.21 Amendment to Agreement of Sale of Three Communications Towers between
Beasley FM Acquisition Corp. and Beasley Family Towers, Inc.
10.22 Agreement of Sale of a Communications Tower between Beasley Radio and
Beasley Family Towers
10.23 Amendment to Agreement of Sale of a Communications Tower between
Beasley Radio and Beasley Family Towers
10.24 Agreement of Sale of a Communications Tower between Beasley
Broadcasting of Augusta and Beasley Family Towers
10.25 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Augusta and Beasley Family Towers
10.26 Agreement of Sale of a Communications Tower between Beasley
Broadcasting of Augusta and Beasley Family Towers
62
Exhibit
Number Description
------- -----------
10.27 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Augusta and Beasley Family Towers
10.28 Agreement of Sale of Two Communications Towers between Beasley FM
Acquisition and Beasley Family Towers
10.29 Amendment to Agreement of Sale of a Communications Tower between
Beasley FM Acquisition and Beasley Family Towers
10.30 Allen B. Shaw executive employment agreement with Beasley Mezzanine
Holdings, LLC, dated February 1, 2001.
10.31 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Eastern Pennsylvania, Inc. and Beasley Family
Towers, Inc.
10.32 Amendment to Agreement of Sale of a Communications Tower between
Beasley Broadcasting of Coastal Carolina, Inc. and Beasley Family
Towers, Inc.
10.33 Amendment to Agreement of Sale of a Communications Tower between
Beasley Reed Acquisition Partnership and Beasley Family Towers, Inc.
21.1 Subsidiaries of the Company.
23.1 Consent of KPMG, LLP.
- --------
(1) Incorporated by reference to Beasley Broadcast Group's Registration
Statement on Form S-1 (333-91683).
(2) Incorporated by reference to Exhibit 2.1 to Beasley Broadcast Group's
Current Report on Form 8-K dated June 2, 2000.
(3) Incorporated by reference to Exhibit 2.2 to Beasley Broadcast Group's
Current Report on Form 8-K dated December 13, 2000.
(4) Incorporated by reference to Exhibit 2.3 to Beasley Broadcast Group's
Current Report on Form 8-K dated January 31, 2001.
(5) Incorporated by reference to Exhibit 10.8 to Beasley Broadcast Group's
Quarterly Report on Form 10-Q dated November 7, 2000.
63
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
/s/ George G. Beasley
By: _________________________________
George G. Beasley
Chairman of the Board andChief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ George G. Beasley Chairman of the Board and February 13, 2001
______________________________________ Chief Executive Officer
George G. Beasley
/s/ Bruce G. Beasley President, Chief Operating February 13, 2001
______________________________________ Officer and Director
Bruce G. Beasley
/s/ Caroline Beasley Vice President, Chief February 13, 2001
______________________________________ Financial Officer,
Caroline Beasley Secretary, Treasurer and
Director
/s/ Brian E. Beasley Vice President of February 13, 2001
______________________________________ Operations and Director
Brian E. Beasley
/s/ Joe B. Cox Director February 13, 2001
______________________________________
Joe B. Cox
/s/ Mark S. Fowler Director February 13, 2001
______________________________________
Mark S. Fowler
/s/ Herbert W. McCord Director February 13, 2001
______________________________________
Herbert W. McCord
/s/ Allen B. Shaw Director February 13, 2001
______________________________________
Allen B. Shaw
64