Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 02, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BBGI | |
Entity Registrant Name | BEASLEY BROADCAST GROUP INC | |
Entity Central Index Key | 1,099,160 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,173,681 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 16,662,743 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 18,870,720 | $ 20,325,415 |
Accounts receivable, less allowance for doubtful accounts of $1,537,353 in 2016 and $1,786,304 in 2017 | 40,356,052 | 48,186,463 |
Prepaid expenses | 7,196,729 | 4,909,799 |
Merger consideration receivable | 15,410,869 | 7,877,577 |
Beneficial interest in trust | 19,947,261 | |
Other current assets | 1,961,596 | 2,172,892 |
Total current assets | 83,795,966 | 103,419,407 |
Property and equipment, net | 59,727,981 | 60,166,812 |
FCC broadcasting licenses | 477,271,140 | 476,571,140 |
Goodwill | 3,393,234 | 3,393,234 |
Other intangibles, net | 473,063 | 535,582 |
Assets held for sale | 7,342,904 | 11,320,286 |
Other assets | 6,156,281 | 6,263,587 |
Total assets | 638,160,569 | 661,670,048 |
Current liabilities: | ||
Current installments of long-term debt | 61,812 | 6,686,077 |
Accounts payable | 4,893,751 | 6,087,436 |
Other current liabilities | 21,018,079 | 21,173,419 |
Total current liabilities | 25,973,642 | 33,946,932 |
Due to related parties | 831,575 | 855,753 |
Long-term debt, net of current installments and unamortized debt issuance costs | 226,847,974 | 247,692,171 |
Deferred tax liabilities | 160,101,475 | 160,539,268 |
Other long-term liabilities | 15,985,757 | 16,144,301 |
Total liabilities | 429,740,423 | 459,178,425 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; none issued | ||
Additional paid-in capital | 146,537,618 | 146,339,925 |
Treasury stock, Class A common stock; 2,937,987 shares in 2016; 2,982,965 shares in 2017 | (16,016,147) | (15,560,021) |
Retained earnings | 78,602,850 | 72,401,766 |
Accumulated other comprehensive loss | (735,996) | (721,822) |
Total stockholders' equity | 208,420,146 | 202,491,623 |
Total liabilities and stockholders' equity | 638,160,569 | 661,670,048 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 15,159 | 15,113 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | $ 16,662 | $ 16,662 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 1,786,304 | $ 1,537,353 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Treasury stock, Class A common stock shares | 2,982,965 | 2,937,987 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 15,158,321 | 15,112,529 |
Common stock, shares outstanding | 12,175,356 | 12,174,542 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 16,662,743 | 16,662,743 |
Common stock, shares outstanding | 16,662,743 | 16,662,743 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenue | $ 53,740,551 | $ 27,454,947 |
Operating expenses: | ||
Station operating expenses (including stock-based compensation of $36,412 in 2016 and $79,047 in 2017 and excluding depreciation and amortization shown separately below) | 43,949,594 | 19,986,291 |
Corporate general and administrative expenses (including stock-based compensation of $198,894 in 2016 and $118,692 in 2017) | 3,230,097 | 2,500,957 |
Merger expenses | 450,833 | |
Other operating expenses | 328,247 | |
Depreciation and amortization | 1,502,837 | 839,406 |
Loss on disposition | 269,456 | |
Change in fair value of contingent consideration | (7,533,292) | |
Total operating expenses | 42,197,772 | 23,326,654 |
Operating income | 11,542,779 | 4,128,293 |
Non-operating income (expense): | ||
Interest expense | (4,827,339) | (988,524) |
Other income (expense), net | 356,198 | (39,641) |
Income before income taxes | 7,071,638 | 3,100,128 |
Income tax expense (benefit) | (414,858) | 1,279,375 |
Net income | 7,486,496 | 1,820,753 |
Other comprehensive income: | ||
Unrealized losses on securities (net of income tax benefit of $21,692 in 2016 and $9,200 in 2017) | (14,174) | (35,407) |
Comprehensive income | $ 7,472,322 | $ 1,785,346 |
Net income per Class A and B common share: | ||
Basic and diluted | $ 0.27 | $ 0.08 |
Dividends declared per common share | $ 0.045 | $ 0.045 |
Weighted average shares outstanding: | ||
Basic | 27,663,114 | 22,983,471 |
Diluted | 27,766,662 | 23,020,926 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-based compensation | $ 197,739 | $ 235,306 |
Unrealized losses on securities, income tax benefit | 9,200 | 21,692 |
Station Operating Expenses [Member] | ||
Stock-based compensation | 79,047 | 36,412 |
Corporate General and Administrative Expenses [Member] | ||
Stock-based compensation | $ 118,692 | $ 198,894 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 7,486,496 | $ 1,820,753 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 197,739 | 235,306 |
Provision for bad debts | 364,848 | 282,745 |
Depreciation and amortization | 1,502,837 | 839,406 |
Loss on disposition | 269,456 | |
Change in fair value of contingent consideration | (7,533,292) | |
Amortization of loan fees | 546,808 | 91,749 |
Deferred income taxes | (451,967) | 939,331 |
Change in operating assets and liabilities: | ||
Accounts receivable | 7,465,563 | 1,248,298 |
Prepaid expenses | (2,286,930) | (1,133,942) |
Other assets | 388,902 | 161,496 |
Accounts payable | (1,193,685) | 344,391 |
Other liabilities | (744,634) | 1,215,793 |
Other operating activities | 134,557 | 42,264 |
Net cash provided by operating activities | 6,146,698 | 6,087,590 |
Cash flows from investing activities: | ||
Capital expenditures | (999,587) | (656,073) |
Proceeds from disposition of radio stations | 24,000,000 | |
Payments for translator licenses | (700,000) | |
Loan to related party | (150,000) | |
Net cash provided by (used in) investing activities | 22,150,413 | (656,073) |
Cash flows from financing activities: | ||
Payments on debt | (28,015,270) | (3,014,567) |
Dividends paid | (1,280,410) | (1,032,573) |
Purchase of treasury stock | (456,126) | (145,965) |
Net cash used in financing activities | (29,751,806) | (4,193,105) |
Net increase (decrease) in cash and cash equivalents | (1,454,695) | 1,238,412 |
Cash and cash equivalents at beginning of period | 20,325,415 | 14,318,494 |
Cash and cash equivalents at end of period | 18,870,720 | 15,556,906 |
Cash paid for interest | 4,384,687 | 913,437 |
Cash paid for income taxes | 246,800 | 23,850 |
Supplement disclosure of non-cash investing and financing activities: | ||
Dividends declared but unpaid | $ 1,285,412 | $ 1,035,862 |
Interim Financial Statements
Interim Financial Statements | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim Financial Statements | (1) Interim Financial Statements The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of Beasley Broadcast Group, Inc. and its subsidiaries (the “Company”) included in the Company’s Annual Report on Form 10-K 10-Q S-X. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | (2) Recent Accounting Pronouncements In March 2017, the Financial Accounting Standards Board (“FASB”) issued guidance to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance is effective for annual periods beginning after December 15, 2017. The Company is currently in the process of reviewing the new guidance, but its preliminary assessment, which is subject to change, is that the new guidance will not result in a significant impact on its financial statements. In January 2017, the FASB issued guidance to simplify goodwill impairment testing by eliminating step two from the goodwill impairment test. Under the new guidance, an entity still has the option to perform the qualitative assessment of a reporting unit to determine if the quantitative impairment test is necessary. Under the new guidance an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The new guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company has adopted the new guidance on a prospective basis in the first quarter of 2017 with no current impact on its financial statements. In August 2016, the FASB issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently in the process of reviewing the new guidance, but its preliminary assessment, which is subject to change, is that the new guidance will not result in a significant impact on its financial statements. In March 2016, the FASB issued guidance to improve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company adopted the new guidance in the first quarter of 2017 with no material impact on its financial statements. In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use In January 2016, the FASB issued guidance that changes how entities measure equity investments and present changes in the fair value of financial liabilities. The new guidance requires entities to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value, and as such, these investments may be measured at cost. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company continues to review the new guidance, but its preliminary assessment, which is subject to change, is that the new guidance will not result in a significant impact on its financial statements. In September 2015, the FASB issued guidance that modified accounting for business combinations to reflect measurement period adjustments to be recorded prospectively rather than retroactively to the assets and liabilities initially recorded under purchase price accounting. The guidance, which was effective as of January 1, 2016, did not have a material impact on the Company’s financial statements at the time of adoption. During the first quarter of 2017, the Company did account for measurement period adjustments on a prospective basis. See Note 3 for further information. In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a comprehensive framework for revenue recognition that supersedes current general revenue guidance and most industry-specific guidance. In addition, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. In 2016, the FASB issued several updates to address implementation issues and to clarify guidance for principal versus agent considerations and identifying performance obligations and licensing. An entity should apply the guidance either retrospectively to each prior reporting period presented or retrospectively with the cumulative adjustment at the date of the initial application. In August 2015, the FASB delayed the effective date of the new guidance to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is now permitted after the original effective date of December 15, 2016. The Company plans to adopt the new guidance on January 1, 2018. The Company continues to review the impact of the new guidance on its revenue streams and its initial assessment is that the new guidance will not result in a significant impact on its financial statements. The Company preliminarily plans to adopt the new guidance using the retrospective application method. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | (3) Acquisitions and Dispositions Greater Media Merger On November 1, 2016, (the “Acquisition Date”), the Company completed the acquisition of Greater Media, Inc. (“Greater Media”), pursuant to the merger agreement, dated as of July 19, 2016 by and among the Company, Greater Media, Beasley Media Group 2, Inc., an indirect wholly-owned subsidiary of the Company (“Merger Sub”), and Peter A. Bordes, Jr., as the Stockholders’ Representative (the “Merger Agreement”). On the Closing Date, Merger Sub was merged with and into Greater Media, with Greater Media surviving the merger as an indirect wholly-owned subsidiary of the Company (the “Merger”). As a result of the Merger, the Company added 21 radio stations in the Boston, MA, Detroit, MI, Charlotte, NC, Middlesex, NJ, Monmouth, NJ, Morristown, NJ and Philadelphia, PA markets. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company acquired all of the issued and outstanding common stock of Greater Media for an aggregate purchase price of $239,875,000, subject to a purchase price adjustment related to the sale of Greater Media’s tower assets and other customary post-closing purchase price adjustments and inclusive of the repayment of $82.2 million of Greater Media’s outstanding debt and the payment of certain transaction expenses. The proceeds paid to the stockholders of Greater Media consisted of (i) $94.4 million in cash and (ii) $25.0 million in shares of the Company’s Class A common stock, which equaled 5,422,993 shares at a fixed value of $4.61 per share (the “Merger Shares”). The 5,422,993 shares of Class A common stock were recorded at a fair value of $4.80 per share or $26.0 million on the Acquisition Date. The Merger consideration is subject to adjustment for changes in working capital of Greater Media, outstanding debt of Greater Media and its subsidiaries as of the date of the closing and certain other payments and expenses. Additional Merger Shares may be issued in connection with such adjustment. In addition, the stockholders of Greater Media will receive the net cash proceeds from the sale of Greater Media’s tower assets, originally estimated to be approximately $24.0 million. Merger expenses of $0.5 million are reported on a separate line in the consolidated statement of comprehensive income for the three months ended March 31, 2017. The acquisition was accounted for as a business combination. The preliminary purchase price allocations are based on a preliminary valuation of assets and liabilities and the estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the Acquisition Date. The Company has engaged a third party to evaluate certain net operating loss carryforwards related to Greater Media, Inc. and several of its subsidiaries to determine the amount of net operating loss carryforwards that may be utilized by the Company in future tax returns. These evaluations have not been finalized therefore an estimate of $3.6 million for net operating loss carryforwards has been included in the preliminary purchase price. The accounting for this item is preliminary and will be adjusted once finalized during the measurement period. On the Acquisition Date, in accordance with the Merger Agreement, the Company placed 867,679 shares of Class A common stock with a fair value of $4.2 million in escrow. Some or all of these shares could be released to Greater Media based upon a working capital adjustment which may not be finalized until the second quarter of 2017. The Company’s estimate of the working capital adjustment as of the Acquisition Date, results in 189,915 shares of Class A common stock being released to Greater Media. The unreleased shares in escrow will be canceled by the Company. The forfeited shares are not indexed to the Company’s stock therefore are adjusted to fair value based on the Company’s closing stock price on each reporting date with changes in fair value recorded in earnings. The estimated number of shares to be released to Greater Media have a fair value of $0.9 million as of the Acquisition Date and have been included in the preliminary purchase price. The estimated number of shares to be forfeited have a fair value of $3.3 million as of the Acquisition Date and have been reported as a merger consideration receivable in the accompanying consolidated balance sheet. The Company reassessed the fair value of the estimated number of shares to be forfeited and recorded a $3.7 million change in fair value of the contingent consideration for the three months ended March 31, 2017. The final purchase price will include the fair value of the forfeited shares as of the settlement date of the working capital adjustment. The accounting for this item is preliminary and will be adjusted once finalized during the measurement period. In accordance with the Merger Agreement, the purchase price will be adjusted by certain proceeds from the sale of Greater Media’s towers assets. Based on the proceeds from the tower sale, the former stockholders of Greater Media will return a certain number of shares of Class A common stock that will be canceled by the Company. The Company has accounted for this arrangement as contingent consideration subject to the ultimate sale of the tower assets. As of the Acquisition Date, the Company estimated the sales price of the towers to be $28.0 million which resulted in the expected return of 650,759 shares. As of the Acquisition Date, the estimated number of shares to be returned had a fair value of $3.4 million based on a stock price of $5.16 and have been reported as a merger consideration receivable in the accompanying consolidated balance sheet. On February 27, 2017, the former stockholders of Greater Media entered into an asset purchase agreement to sell the towers for $28.0 million. As of March 31, 2017, the estimated number of shares to be returned had a fair value of $7.5 million based on a stock price of $11.60. The Company recorded a $3.8 million change in fair value of the contingent consideration for the three months ended March 31, 2017. The number of returned shares may be revised due to a change in the estimated net proceeds from the tower sale. The accounting for this item is preliminary and will be adjusted once finalized during the measurement period. The following table summarizes the preliminary purchase price allocation as of the Acquisition Date: Cash and cash equivalents $ 7,683,950 Accounts receivable 29,889,677 Prepaid expenses 1,710,924 Other current assets 541,460 Property and equipment 40,642,648 FCC broadcasting licenses 263,260,200 Other intangibles, net 2,790,524 Other assets 676,632 Accounts payable (429,042 ) Other current liabilities (16,685,309 ) Long-term debt (82,177,895 ) Deferred tax liabilities (76,050,112 ) Other long-term liabilities (13,709,261 ) Net assets acquired 158,144,396 Gain on merger (44,281,066 ) Preliminary purchase price $ 113,863,330 The following table summarizes the components of the preliminary purchase price: Cash $ 94,444,148 Stock issued 21,865,506 Estimated tower sale adjustment (3,357,916 ) Stock issued in escrow 4,164,859 Estimated working capital adjustment (3,253,267 ) Preliminary purchase price $ 113,863,330 Effective on the Acquisition Date, the Company entered into an agreement with the former CEO of Greater Media to provide consulting services for a period of one year. The costs associated with this agreement are reported in other operating expenses in the accompanying statement of comprehensive income for the three months ended March 31, 2017. The following unaudited pro forma information for the three months ended March 31, 2016 assumes that the merger had occurred on January 1, 2016. The significant pro forma adjustments are depreciation and interest expense. This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable, and is not necessarily indicative of what would have occurred had the acquisition been completed on January 1, 2016 or of results that may occur in the future. Net revenue $ 56,971,325 Operating income 5,681,060 Net income 521,634 Basic and diluted net income per share 0.02 Dispositions On January 6, 2017, the Company completed the sale of substantially all of the assets used or useful in the operations of WBT-AM, WBT-FM, WFNZ-AM WLNK-FM WBT-AM, WBT-FM WLNK-FM WBT-AM, WBT-FM WLNK-FM On May 1, 2017, the Company completed the sale of substantially all of the assets used in the operations of WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM WXNR-FM Greenville-New Greenville-New Greenville-New Pre-tax Greenville-New WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM WXNR-FM A summary of assets held for sale is as follows: December 31, 2016 March 31, 2017 Property and equipment, net $ 1,400,615 $ 1,400,615 FCC broadcasting licenses 3,998,940 3,998,940 Goodwill 1,943,349 1,943,349 $ 7,342,904 $ 7,342,904 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | (4) Long-Term Debt Long-term debt is comprised of the following: December 31, March 31, 2016 2017 Term loan $ 265,000,000 $ 237,000,000 Revolving credit facility 3,000,000 3,000,000 Capital lease obligations 691,951 676,681 268,691,951 240,676,681 Less unamortized debt issuance costs (14,313,703 ) (13,766,895 ) 254,378,248 226,909,786 Less current installments (6,686,077 ) (61,812 ) $ 247,692,171 $ 226,847,974 As of March 31, 2017, the credit facility consisted of a term loan with a remaining balance of $237.0 million and a revolving credit facility with an outstanding balance of $3.0 million and a maximum commitment of $20.0 million. As of March 31, 2017, the Company had $17.0 million in available commitments under its revolving credit facility. At the Company’s option, the credit facility may bear interest at either (i) the London Interbank Offered Rate (“LIBOR”) plus a margin 6.0% or (ii) the base rate plus a margin of 5.0%. Each margin will decrease 0.25% when the Company’s First Lien Leverage Ratio (as defined in the credit agreement) is equal or less than 3.75x. The LIBOR interest rate for the term loan is subject to a 1% floor. Interest payments for loans based on LIBOR are due at the end of each applicable interest period unless the interest period is longer than three months, then they are due at the end of each three month period. Interest payments for loans based on the base rate are due quarterly. The revolving credit facility carried interest, based on LIBOR, at 7.0% as of March 31, 2017 and matures on November 1, 2021. The term loan carried interest, based on LIBOR, at 7.0% as of March 31, 2017 and matures on November 1, 2023. As of December 31, 2016, the credit facility consisted of a term loan with a remaining balance of $265.0 million and a revolving credit facility with an outstanding balance of $3.0 million and a maximum commitment of $20.0 million. The revolving credit facility carried interest, based on LIBOR, at 6.8% as of December 31, 2016. The term loan carried interest, based on LIBOR, at 7.0% as of December 31, 2016. Commencing with the year ending December 31, 2017, the credit agreement requires mandatory prepayments equal to 75% of Excess Cash Flow (as defined in the credit agreement) when the Company’s Total Leverage Ratio (as defined in the credit agreement) is greater than 3.75x; mandatory prepayments equal to 50% of Excess Cash Flow when the Company’s Total Leverage Ratio is less than or equal to 3.75x and greater than 3.5x; mandatory prepayments equal to 25% of Excess Cash Flow when the Company’s Total Leverage Ratio is less than or equal to 3.5x and greater than 3.0x; and no mandatory prepayments when the Company’s Total Leverage Ratio is less than or equal to 3.0x. Mandatory prepayments of consolidated Excess Cash Flow are due 105 days after year end. The credit agreement also requires mandatory prepayments for defined amounts from net proceeds of asset sales, net insurance proceeds, and net proceeds of debt issuances. The credit agreement requires the Company to comply with certain financial covenants which are defined in the credit agreement. These financial covenants include a First Lien Leverage Ratio that will be tested at the end of each quarter. For the period from March 31, 2017 through March 31, 2018, the maximum First Lien Leverage Ratio is 6.25x. For the period from June 30, 2018 through September 30, 2018, the maximum First Lien Leverage Ratio is 6.0x. For the period from December 31, 2018 through September 30, 2019, the maximum First Lien Leverage Ratio is 5.75x. The maximum First Lien Leverage Ratio is 5.25x for December 31, 2019 and thereafter. The credit facility is secured by substantially all assets of the Company and its subsidiaries and is guaranteed jointly and severally by the Company and its subsidiaries. If the Company defaults under the terms of the credit agreement, the Company and its subsidiaries may be required to perform under their guarantees. As of March 31, 2017, the maximum amount of undiscounted payments the Company and its applicable subsidiaries would have been required to make in the event of default was $240.0 million. The revolving credit facility and the guarantees related thereto expire on November 1, 2021 and the term loan credit agreement and the guarantees related thereto expire on November 1, 2023. Failure to comply with financial covenants, scheduled interest payments, scheduled principal repayments, or any other terms of our credit agreement could result in the acceleration of the maturity of our outstanding debt, which could have a material adverse effect on our business or results of operations. As of March 31, 2017, the Company was in compliance with all applicable financial covenants under its credit agreement. The aggregate scheduled principal repayments of the credit facility and capital lease obligations for the remainder of 2017, the next four years and thereafter are as follows: 2017 $ 45,807 2018 64,020 2019 67,101 2020 11,820,326 2021 13,323,700 Thereafter 215,355,727 Total $ 240,676,681 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | (5) Stock-Based Compensation The Beasley Broadcast Group, Inc. 2007 Equity Incentive Award Plan (the “2007 Plan”) permits the Company to issue up to 4.0 million shares of Class A common stock. The 2007 Plan allows for eligible employees, directors and certain consultants of the Company to receive shares of restricted stock, stock options or other stock-based awards. The restricted stock awards that have been granted under the 2007 Plan generally vest over one to five years of service. A summary of restricted stock activity under the 2007 Plan for the three months ended March 31, 2017 is as follows: Shares Weighted- Average Grant-Date Fair Value Unvested as of January 1, 2017 343,513 $ 4.70 Granted 45,792 9.05 Vested (115,911 ) 3.78 Forfeited — — Unvested as of March 31, 2017 273,394 $ 4.76 As of March 31, 2017, there was $1.3 million of total unrecognized compensation cost related to restricted stock granted under the 2007 Plan. That cost is expected to be recognized over a weighted-average period of 2.8 years. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (6) Income Taxes The Company’s effective tax rate was approximately 41% and (5.9)% for the three months ended March 31, 2016 and 2017, respectively. These rates differ from the federal statutory rate of 35% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes. The effective tax rate for the three months ended March 31, 2017 also reflects a $3.0 million decrease due to the change in fair value of contingent consideration. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (7) Related Party Transactions On February 22, 2017, the Company contributed $150,000 to LN2 DB, LLC (formerly Digital PowerRadio, LLC) in exchange for a note bearing interest at 18% per annum. Principal and accrued interest are due on the maturity date of December 31, 2019. LN2 DB, LLC is managed by Fowler Radio Group, LLC which is partially-owned by Mark S. Fowler, an independent director of Beasley Broadcast Group, Inc. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | (8) Financial Instruments The carrying amount of the Company’s financial instruments including cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short term nature of these financial instruments. The carrying amount of the Company’s term loan as of March 31, 2017 was $237.0 million. The Company estimated the fair value of the term loan to be $237.2 million using observable inputs (Level 2). The carrying amount of the Company’s revolving credit facility and capital lease obligations as of March 31, 2017 was $3.7 million which approximated fair value based on current market interest rates. The carrying amount of the Company’s term loan as of December 31, 2016 was $265.0 million. The Company estimated the fair value of the term loan to be $268.5 million using observable inputs (Level 2). The carrying amount of the Company’s revolving credit facility and capital lease obligations as of December 31, 2016 was $3.7 million which approximated fair value based on current market interest rates. |
Recent Accounting Pronounceme15
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | In March 2017, the Financial Accounting Standards Board (“FASB”) issued guidance to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new guidance is effective for annual periods beginning after December 15, 2017. The Company is currently in the process of reviewing the new guidance, but its preliminary assessment, which is subject to change, is that the new guidance will not result in a significant impact on its financial statements. In January 2017, the FASB issued guidance to simplify goodwill impairment testing by eliminating step two from the goodwill impairment test. Under the new guidance, an entity still has the option to perform the qualitative assessment of a reporting unit to determine if the quantitative impairment test is necessary. Under the new guidance an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The new guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Company has adopted the new guidance on a prospective basis in the first quarter of 2017 with no current impact on its financial statements. In August 2016, the FASB issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently in the process of reviewing the new guidance, but its preliminary assessment, which is subject to change, is that the new guidance will not result in a significant impact on its financial statements. In March 2016, the FASB issued guidance to improve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company adopted the new guidance in the first quarter of 2017 with no material impact on its financial statements. In February 2016, the FASB issued guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use In January 2016, the FASB issued guidance that changes how entities measure equity investments and present changes in the fair value of financial liabilities. The new guidance requires entities to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value, and as such, these investments may be measured at cost. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company continues to review the new guidance, but its preliminary assessment, which is subject to change, is that the new guidance will not result in a significant impact on its financial statements. In September 2015, the FASB issued guidance that modified accounting for business combinations to reflect measurement period adjustments to be recorded prospectively rather than retroactively to the assets and liabilities initially recorded under purchase price accounting. The guidance, which was effective as of January 1, 2016, did not have a material impact on the Company’s financial statements at the time of adoption. During the first quarter of 2017, the Company did account for measurement period adjustments on a prospective basis. See Note 3 for further information. In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides a comprehensive framework for revenue recognition that supersedes current general revenue guidance and most industry-specific guidance. In addition, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. In 2016, the FASB issued several updates to address implementation issues and to clarify guidance for principal versus agent considerations and identifying performance obligations and licensing. An entity should apply the guidance either retrospectively to each prior reporting period presented or retrospectively with the cumulative adjustment at the date of the initial application. In August 2015, the FASB delayed the effective date of the new guidance to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is now permitted after the original effective date of December 15, 2016. The Company plans to adopt the new guidance on January 1, 2018. The Company continues to review the impact of the new guidance on its revenue streams and its initial assessment is that the new guidance will not result in a significant impact on its financial statements. The Company preliminarily plans to adopt the new guidance using the retrospective application method. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Preliminary Purchase Price Allocation | The following table summarizes the preliminary purchase price allocation as of the Acquisition Date: Cash and cash equivalents $ 7,683,950 Accounts receivable 29,889,677 Prepaid expenses 1,710,924 Other current assets 541,460 Property and equipment 40,642,648 FCC broadcasting licenses 263,260,200 Other intangibles, net 2,790,524 Other assets 676,632 Accounts payable (429,042 ) Other current liabilities (16,685,309 ) Long-term debt (82,177,895 ) Deferred tax liabilities (76,050,112 ) Other long-term liabilities (13,709,261 ) Net assets acquired 158,144,396 Gain on merger (44,281,066 ) Preliminary purchase price $ 113,863,330 |
Schedule of Preliminary Purchase Price | The following table summarizes the components of the preliminary purchase price: Cash $ 94,444,148 Stock issued 21,865,506 Estimated tower sale adjustment (3,357,916 ) Stock issued in escrow 4,164,859 Estimated working capital adjustment (3,253,267 ) Preliminary purchase price $ 113,863,330 |
Summary of Pro forma Information | The following unaudited pro forma information for the three months ended March 31, 2016 assumes that the merger had occurred on January 1, 2016. The significant pro forma adjustments are depreciation and interest expense. This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable, and is not necessarily indicative of what would have occurred had the acquisition been completed on January 1, 2016 or of results that may occur in the future. Net revenue $ 56,971,325 Operating income 5,681,060 Net income 521,634 Basic and diluted net income per share 0.02 |
WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM and WXNR-FM [Member] | |
Summary of Assets Held For Sale | A summary of assets held for sale is as follows: December 31, 2016 March 31, 2017 Property and equipment, net $ 1,400,615 $ 1,400,615 FCC broadcasting licenses 3,998,940 3,998,940 Goodwill 1,943,349 1,943,349 $ 7,342,904 $ 7,342,904 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt is comprised of the following: December 31, March 31, 2016 2017 Term loan $ 265,000,000 $ 237,000,000 Revolving credit facility 3,000,000 3,000,000 Capital lease obligations 691,951 676,681 268,691,951 240,676,681 Less unamortized debt issuance costs (14,313,703 ) (13,766,895 ) 254,378,248 226,909,786 Less current installments (6,686,077 ) (61,812 ) $ 247,692,171 $ 226,847,974 |
Scheduled Repayments of Capital Lease Obligations | The aggregate scheduled principal repayments of the credit facility and capital lease obligations for the remainder of 2017, the next four years and thereafter are as follows: 2017 $ 45,807 2018 64,020 2019 67,101 2020 11,820,326 2021 13,323,700 Thereafter 215,355,727 Total $ 240,676,681 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Restricted Stock Activity | A summary of restricted stock activity under the 2007 Plan for the three months ended March 31, 2017 is as follows: Shares Weighted- Average Grant-Date Fair Value Unvested as of January 1, 2017 343,513 $ 4.70 Granted 45,792 9.05 Vested (115,911 ) 3.78 Forfeited — — Unvested as of March 31, 2017 273,394 $ 4.76 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Detail) - USD ($) | May 01, 2017 | Jan. 06, 2017 | Nov. 01, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Feb. 27, 2017 |
Business Acquisition [Line Items] | ||||||
Merger and exchange expenses | $ 450,833 | |||||
Additional consideration recorded as gain on acquisition | 7,533,292 | |||||
Proceeds from sale assets held for sale | $ 11,000,000 | $ 24,000,000 | ||||
Loss on disposition | 269,456 | |||||
Disposal Group, Not Discontinued Operations [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, pre tax income (loss) | $ 100,000 | $ (200,000) | ||||
Greater Media Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Merger agreement date | Nov. 1, 2016 | |||||
Aggregate purchase price | $ 113,863,330 | |||||
Refinancing of outstanding debt and payment of certain transaction expenses | 82,177,895 | |||||
Proceeds to be paid to stockholders in cash | $ 94,444,148 | |||||
Number of shares equal to payment to stockholders | 5,422,993 | |||||
Fixed value of share | $ 4.61 | |||||
Cash proceeds to stockholders from sale of tower assets | $ 24,000,000 | |||||
Fair value of share | $ 5.16 | $ 11.60 | ||||
Estimate of net operating loss carry forwards | $ 3,600,000 | |||||
Additional consideration recorded as gain on acquisition | 3,800,000 | |||||
Business acquisition, sales price | $ 28,000,000 | $ 28,000,000 | ||||
Business acquisition, number of shares expected to be returned | 650,759 | |||||
Business acquisition fair value of shares returned | $ 3,400,000 | 7,500,000 | ||||
Greater Media Inc [Member] | Class A Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds to be paid to stockholders in shares | $ 25,000,000 | |||||
Fair value of share | $ 4.80 | |||||
Value of shares issuable upon acquisition | $ 26,000,000 | |||||
Greater Media Inc [Member] | Class A Common Stock [Member] | Common Stock to be Held in Escrow [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds to be paid to stockholders in shares | $ 4,200,000 | |||||
Number of shares equal to payment to stockholders | 867,679 | |||||
Greater Media Inc [Member] | Class A Common Stock [Member] | Shares Released from Escrow [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Proceeds to be paid to stockholders in shares | $ 900,000 | |||||
Number of shares equal to payment to stockholders | 189,915 | |||||
Value of shares forfeited upon acquisition | $ 3,300,000 | |||||
Additional consideration recorded as gain on acquisition | $ 3,700,000 |
Acquisitions and Dispositions20
Acquisitions and Dispositions - Schedule of Preliminary Purchase Price Allocation (Detail) - Greater Media Inc [Member] | Nov. 01, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash and cash equivalents | $ 7,683,950 |
Accounts receivable | 29,889,677 |
Prepaid expenses | 1,710,924 |
Other current assets | 541,460 |
Property and equipment | 40,642,648 |
FCC broadcasting licenses | 263,260,200 |
Other intangibles, net | 2,790,524 |
Other assets | 676,632 |
Accounts payable | (429,042) |
Other current liabilities | (16,685,309) |
Long-term debt | (82,177,895) |
Deferred tax liabilities | (76,050,112) |
Other long-term liabilities | (13,709,261) |
Net assets acquired | 158,144,396 |
Gain on merger | (44,281,066) |
Preliminary purchase price | 113,863,330 |
Cash | 94,444,148 |
Stock issued | 21,865,506 |
Estimated tower sale adjustment | (3,357,916) |
Stock issued in escrow | 4,164,859 |
Estimated working capital adjustment | (3,253,267) |
Preliminary purchase price | $ 113,863,330 |
Acquisitions and Dispositions21
Acquisitions and Dispositions - Summary of Pro forma Information (Detail) - Greater Media Inc [Member] | 3 Months Ended |
Mar. 31, 2017USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Net revenue | $ 56,971,325 |
Operating income | 5,681,060 |
Net income | $ 521,634 |
Basic and diluted net income per share | $ / shares | $ 0.02 |
Acquisitions and Dispositions22
Acquisitions and Dispositions - Summary of Assets Held For Sale (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 7,342,904 | $ 11,320,286 |
WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM and WXNR-FM [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 7,342,904 | 7,342,904 |
WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM and WXNR-FM [Member] | FCC Broadcasting License [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 3,998,940 | 3,998,940 |
Property, Plant and Equipment [Member] | WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM and WXNR-FM [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | 1,400,615 | 1,400,615 |
Goodwill [Member] | WIKS-FM, WMGV-FM, WNCT-AM, WNCT-FM, WSFL-FM and WXNR-FM [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | ||
Long Lived Assets Held-for-sale [Line Items] | ||
Assets held for sale | $ 1,943,349 | $ 1,943,349 |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-Term Debt (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Capital lease obligations | $ 676,681 | $ 691,951 |
Long-term debt, including capital lease obligations | 240,676,681 | 268,691,951 |
Less unamortized debt issuance costs | (13,766,895) | (14,313,703) |
Long-term debt | 226,909,786 | 254,378,248 |
Long-term debt | 226,909,786 | 254,378,248 |
Less current installments | (61,812) | (6,686,077) |
Long-term debt, net of current portion | 226,847,974 | 247,692,171 |
Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | 237,000,000 | 265,000,000 |
Revolving Credit Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility | $ 3,000,000 | $ 3,000,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Term Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 237,000,000 | $ 265,000,000 |
Revolving credit loan and term loan carried interest | 7.00% | 7.00% |
Revolving credit facility and term loan maturity date | Nov. 1, 2023 | |
Term Loan [Member] | Floor Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Term loan facility interest rate | 1.00% | |
Revolving Credit Loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Revolving credit facility maximum commitment | $ 20,000,000 | $ 20,000,000 |
Remaining commitments under the revolving credit loan facility | 17,000,000 | |
Revolving credit facility | $ 3,000,000 | $ 3,000,000 |
Revolving credit loan and term loan carried interest | 7.00% | 6.80% |
Revolving credit facility and term loan maturity date | Nov. 1, 2021 | |
Fiscal Quarter from March 31, 2017 through March 31, 2018 [Member] | First Mortgage [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt Covenants Aggregate Leverage Ratio | 6.25 | |
June 30, 2018 Through September 30, 2018 [Member] | First Mortgage [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt Covenants Aggregate Leverage Ratio | 6 | |
December 31, 2018 through September 30, 2019 [Member] | First Mortgage [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt Covenants Aggregate Leverage Ratio | 5.75 | |
December 31, 2019 and thereafter [Member] | First Mortgage [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term Debt Covenants Aggregate Leverage Ratio | 5.25 | |
Existing Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term debt | $ 240,000,000 | |
Revolving credit facility and term loan maturity date | Nov. 1, 2021 | |
Mandatory prepayments of consolidated excess cash flow due period | 105 days | |
Mandatory prepayments of consolidated excess cash flow required by existing credit agreement | Commencing with the year ending December 31, 2017, the credit agreement requires mandatory prepayments equal to 75% of excess cash flow, as defined in the credit agreement, when the Company’s leverage ratio is greater than 3.75 times its consolidated EBITDA, as defined in the credit agreement. The credit agreement requires mandatory prepayments equal to 50% when the Company’s leverage ratio is less than or equal to 3.75 times and greater than 3.5 times; mandatory prepayments equal to 25% when the Company’s leverage ratio is less than or equal to 3.5 times and greater than 3.0 times; and no mandatory prepayments when the Company’s leverage ratio is less than or equal to 3.0 times. | |
Existing Credit Agreement [Member] | Leverage Ratio Greater than 3.75 Times [Member] | ||
Line of Credit Facility [Line Items] | ||
Mandatory prepayments of excess cash flow | 75.00% | |
Existing Credit Agreement [Member] | Leverage Ratio Less than or Equal To 3.75 Times and Greater than 3.5 Times [Member] | ||
Line of Credit Facility [Line Items] | ||
Mandatory prepayments of excess cash flow | 50.00% | |
Existing Credit Agreement [Member] | Leverage Ratio Less than or Equal To 3.5 Times and Greater than 3.0 Times [Member] | ||
Line of Credit Facility [Line Items] | ||
Mandatory prepayments of excess cash flow | 25.00% | |
Existing Credit Agreement [Member] | Leverage Ratio Less than or Equal to 3.0 Times [Member] | ||
Line of Credit Facility [Line Items] | ||
Mandatory prepayments of excess cash flow | 0.00% | |
New Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit facility interest rate period increase (decrease) | (0.25%) | |
Long-term Debt Covenants Aggregate Leverage Ratio | 3.75 | |
New Credit Agreement [Member] | LIBOR [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit facility interest rate margins | 6.00% | |
New Credit Agreement [Member] | Base Rate [Member] | ||
Line of Credit Facility [Line Items] | ||
Credit facility interest rate margins | 5.00% |
Long-Term Debt - Scheduled Repa
Long-Term Debt - Scheduled Repayments of Credit Facility (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total | $ 240,676,681 | $ 268,691,951 |
New Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
2,017 | 45,807 | |
2,018 | 64,020 | |
2,019 | 67,101 | |
2,020 | 11,820,326 | |
2,021 | 13,323,700 | |
Thereafter | 215,355,727 | |
Total | $ 240,676,681 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - 2007 Plan [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation cost related to restricted stock granted | $ | $ 1.3 |
Cost expected to be recognized over a weighted-average period | 2 years 9 months 18 days |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock awards, vest, period | 1 year |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock awards, vest, period | 5 years |
Class A Common Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares authorized | shares | 4,000,000 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Detail) - 2007 Plan [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested Shares, Beginning Balance | shares | 343,513 |
Granted, Shares | shares | 45,792 |
Vested, Shares | shares | (115,911) |
Forfeited, Shares | shares | 0 |
Unvested Shares, Ending Balance | shares | 273,394 |
Unvested, Weighted-Average Grant-Date Fair Value, Beginning Balance | $ / shares | $ 4.70 |
Granted, Weighted-Average Grant-Date Fair Value | $ / shares | 9.05 |
Vested, Weighted-Average Grant-Date Fair Value | $ / shares | 3.78 |
Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares | 0 |
Unvested, Weighted-Average Grant-Date Fair Value, Ending Balance | $ / shares | $ 4.76 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (5.90%) | 41.00% |
Federal statutory rate | 35.00% | |
Decrease in income tax due to change in fair value of contingent consideration | $ 3 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - LN2 DB, LLC [Member] | Feb. 22, 2017USD ($) |
Related Party Transaction [Line Items] | |
Additional contribution to related party | $ 150,000 |
Note bearing interest rate | 18.00% |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Of Financial Instruments [Line Items] | ||
Revolving credit facility and capital lease obligations | $ 3,700,000 | $ 3,700,000 |
Term Loan [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Long-term debt | 237,000,000 | 265,000,000 |
Fair Value, Inputs, Level 2 [Member] | Term Loan [Member] | ||
Fair Value Of Financial Instruments [Line Items] | ||
Estimated fair value of term loan | $ 237,200,000 | $ 268,500,000 |