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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended March 31, 2001
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No. 0-29253
----------------
BEASLEY BROADCAST GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 65-0960915
(State of (I.R.S. Employer
Incorporation) Identification Number)
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)
----------------
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Common Stock, $.001 par value, 7,252,068 Shares Outstanding as of
May 8, 2001
Class B Common Stock, $.001 par value, 17,021,373 Shares Outstanding as of
May 8, 2001
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INDEX
Page
No.
----
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)............................ 1
Consolidated Balance Sheets of Beasley Broadcast Group, Inc.
as of December 31, 2000 and March 31, 2001.................. 1
Consolidated Statements of Operations of Beasley Broadcast
Group, Inc. for the Three Months Ended March 31, 2000 and
March 31, 2001.............................................. 2
Consolidated Statements of Cash Flows of Beasley Broadcast
Group, Inc. for the Three Months Ended March 31, 2000 and
March 31, 2001.............................................. 3
Notes to Consolidated Financial Statements.................. 4
Management's Discussion and Analysis of Financial Condition
Item 2. and Results of Operations................................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 16
PART II
OTHER INFORMATION
Item 1. Legal Proceedings........................................... 17
Item 2. Changes in Securities and Use of Proceeds................... 17
Item 3. Defaults Upon Senior Securities............................. 17
Item 4. Submission of Matters to a Vote of Security Holders......... 17
Item 5. Other Information........................................... 17
Item 6. Exhibits and Reports on Form 8-K............................ 18
Signatures........................................................... 19
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BEASLEY BROADCAST GROUP, INC.
CONSOLIDATED BALANCE SHEETS
December 31, March 31,
2000 2001
------------ ------------
(Unaudited)
ASSETS
------
Current assets:
Cash and cash equivalents........................ $ 5,742,628 $ 8,566,599
Accounts receivable, less allowance for doubtful
accounts of $607,147 in 2000 and $679,942 in
2001............................................ 18,712,862 16,469,836
Trade sales receivable........................... 843,843 1,172,211
Other receivables................................ 980,504 1,336,159
Prepaid expenses and other....................... 2,249,615 2,502,863
Deferred tax assets.............................. 176,000 881,000
------------ ------------
Total current assets........................... 28,705,452 30,928,668
Notes receivable from related parties.............. 4,990,480 4,972,289
Property and equipment, net........................ 15,619,688 19,399,337
Intangibles, net................................... 164,893,584 272,999,949
Other investments.................................. 1,523,729 650,002
Other assets....................................... 2,425,631 2,521,148
------------ ------------
Total assets................................... $218,158,564 $331,471,393
============ ============
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
-----------------------------------------
Current liabilities:
Current installments of long-term debt........... $ 8,352 $ 8,521
Accounts payable................................. 2,355,006 3,581,335
Accrued expenses................................. 6,986,006 8,220,248
Trade sales payable.............................. 798,198 876,989
Derivative financial instruments................. -- 971,000
------------ ------------
Total current liabilities...................... 10,147,562 13,658,093
Long-term debt, less current installments.......... 103,478,405 216,449,123
Deferred tax liabilities........................... 25,575,000 24,989,000
------------ ------------
Total liabilities.............................. 139,200,967 255,096,216
Preferred stock, $.001 par value, 10,000,000 shares
authorized, none issued........................... -- --
Class A common stock, $.001 par value, 150,000,000
shares authorized, 7,252,068 issued and
outstanding....................................... 7,252 7,252
Class B common stock, $.001 par value, 75,000,000
shares authorized, 17,021,373 issued and
outstanding....................................... 17,021 17,021
Additional paid-in capital......................... 106,633,932 106,633,932
Accumulated deficit................................ (27,700,608) (30,283,028)
------------ ------------
Stockholders' equity........................... 78,957,597 76,375,177
------------ ------------
Total liabilities and stockholders' equity..... $218,158,564 $331,471,393
============ ============
See accompanying notes to consolidated financial statements
1
BEASLEY BROADCAST GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended March
31,
-------------------------
2000 2001
------------ -----------
(Unaudited)
Net revenues........................................ $ 22,786,805 $25,842,721
------------ -----------
Costs and expenses:
Program and production............................ 5,874,822 6,215,003
Sales and advertising............................. 6,423,095 8,824,558
Station general and administrative................ 3,547,797 4,322,947
Corporate general and administrative.............. 1,019,484 1,160,524
Equity appreciation rights........................ 1,173,759 --
Depreciation and amortization..................... 3,985,207 6,038,745
------------ -----------
Total costs and expenses........................ 22,024,164 26,561,777
Operating income (loss)....................... 762,641 (719,056)
Other income (expense):
Interest expense.................................. (2,663,053) (3,703,401)
Loss on investment................................ -- (1,235,807)
Loss on decrease in fair value of derivative
financial instruments............................ -- (1,037,000)
Other non-operating expenses...................... (50,012) --
Interest income................................... 182,983 119,350
Other non-operating income........................ 14,837 2,636,494
------------ -----------
Loss before income taxes...................... (1,752,604) (3,939,420)
Income tax expense (benefit)........................ 27,653,000 (1,316,000)
------------ -----------
Loss before cumulative effect of accounting
change....................................... (29,405,604) (2,623,420)
Cumulative effect of accounting change (net of
income tax effect)................................. -- 41,000
------------ -----------
Net loss...................................... $(29,405,604) $(2,582,420)
============ ===========
Basic and diluted earnings per share:
Loss before cumulative effect of accounting
change........................................... $ (1.39) $ (0.11)
Cumulative effect of accounting change............ -- --
------------ -----------
Net loss.......................................... $ (1.39) $ (0.11)
============ ===========
Basic and diluted common shares outstanding......... 21,187,177 24,273,441
============ ===========
See accompanying notes to consolidated financial statements
2
BEASLEY BROADCAST GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended March
31,
--------------------------
2000 2001
------------ ------------
(Unaudited)
Cash flows from operating activities:
Net loss.......................................... $(29,405,604) $ (2,582,420)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization.................... 3,985,207 6,038,745
Loss on investment............................... -- 1,235,807
Loss on decrease in fair value of derivative
financial instruments........................... -- 971,000
Change in assets and liabilities net of effects
of acquisitions and dispositions of radio
stations:
Decrease in receivables......................... 3,120,853 2,903,063
Decrease in prepaid expenses and other.......... 434,983 477,270
Increase in other assets........................ (120,490) (1,358,410)
Increase (decrease) in payables and accrued
expenses....................................... (4,440,187) 2,374,749
Increase (decrease) in deferred tax
liabilities.................................... 27,653,000 (1,291,000)
------------ ------------
Net cash provided by operating activities...... 1,227,762 8,768,804
------------ ------------
Cash flows from investing activities:
Expenditures for property and equipment........... (445,980) (678,241)
Payments for acquisitions of radio stations....... (10,000,000) (116,305,753)
Payments for signal upgrade....................... -- (2,477,000)
Payments from related parties..................... 556,796 18,191
Loans to stockholders............................. (910,263) --
Payments from stockholders........................ 9,768,240 --
------------ ------------
Net cash used in investing activities.......... (1,031,207) (119,442,803)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of indebtedness............ 12,164,262 113,500,000
Principal payments on indebtedness................ (59,648,624) (2,030)
Principal payments on related party notes......... (47,723,076) --
Capital contributions............................. 100,000 --
Stockholder distributions......................... (2,250,000) --
Issuance of common stock.......................... 99,009,900 --
Payment of initial public offering costs.......... (1,560,000) --
------------ ------------
Net cash provided by financing activities...... 92,462 113,497,970
------------ ------------
Net increase in cash and cash equivalents.......... 289,017 2,823,971
Cash and cash equivalents at beginning of period... 7,002,669 5,742,628
------------ ------------
Cash and cash equivalents at end of period......... $ 7,291,686 $ 8,566,599
============ ============
Cash paid for interest............................. $ 5,373,859 $ 2,132,571
============ ============
Cash paid for income taxes......................... $ 26,825 $ 17,721
============ ============
Supplement disclosure of non-cash investing
activities:
Financed purchase of equity investment............ $ 3,000,000 $ --
============ ============
Minority interests acquired through issuance of
Class A common stock............................. $ 8,370,064 $ --
============ ============
Equity investment acquired through placement of
advertising air time............................. $ -- $ 362,080
============ ============
Principal payments on indebtedness through
placement
of advertising air time.......................... $ -- $ 527,083
============ ============
See accompanying notes to consolidated financial statements
3
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
(a) Interim Financial Statements
In the opinion of management, the accompanying financial statements include
all adjustments deemed necessary to summarize fairly and reflect the financial
position and results of operations of Beasley Broadcast Group, Inc. ("the
Company") for the interim periods presented. Results of the first quarter of
2001 are not necessarily indicative of results for the full year. These
financial statements should be read in conjunction with the financial
statements and notes thereto contained on Form 10-K for the year ended
December 31, 2000.
(b) Corporate Reorganization
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 include the results of operations of BFMA from January 1, 2000 to
February 10, 2000.
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 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.
(c) 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 collar and swap agreements to specifically hedge against the
potential impact of increases in interest rates on its credit facility. The
Company records changes in fair value of its derivative financial instruments
and interest differentials as adjustments to interest expense in the period
they occur.
(d) Revenue Recognition
Revenue is recognized as advertising air time is broadcast and is net of
advertising agency commissions.
(e) 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.
4
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(f) 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.
(g) 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."
(h) Accounting Change
Effective January 1, 2001, the Company adopted SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments, including
derivative instruments embedded in other contracts, and for hedging activities.
In accordance with the transition provisions of SFAS 133, the Company recorded
an asset of $66,000 to recognize its derivatives at fair value and the
cumulative effect of the accounting change, as of January 1, 2001, in the
statement of operations for the three months ended March 31, 2001. The
cumulative effect of the change, net of income tax effect, decreased the net
loss $41,000 and did not change the net loss per share.
(i) Recent Accounting Pronouncements
In September 2000, the FASB issued SFAS 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 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.
(2) Acquisitions
(a) Current Acquisitions
As of February 1, 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 of
approximately $116.3 million, which included a working capital adjustment of
approximately $2.8 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,
Louisiana. This acquisition was partially funded by surplus working capital and
partially financed through the Company's credit facility. The acquisition was
accounted for by the purchase method of accounting.
The aggregate purchase price for the current acquisitions was allocated as
follows:
Accounts receivable, net.................................... $ 2,233,223
Prepaid expenses and other.................................. 730,518
Property and equipment...................................... 4,076,171
FCC broadcasting licenses................................... 109,278,829
Goodwill.................................................... 145,000
Other assets................................................ 6,625
Accounts payable............................................ (32,000)
Accrued expenses............................................ (132,613)
------------
$116,305,753
============
5
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(b) Unaudited Pro Forma Results of Operations
The following unaudited pro forma information presents the results of
operations for the three months ended March 31, 2000 and 2001, with pro forma
adjustments as if the acquisitions of the stations had occurred on January 1,
2000.
This unaudited pro forma information is not necessarily indicative of what
would have occurred had the acquisitions occurred on January 1, 2000 or of
results that may occur in the future.
Three months ended March
31,
-------------------------
2000 2001
------------ -----------
Net revenues........................................ $ 26,495,421 $26,808,094
------------ -----------
Costs and expenses:
Program and production............................ 6,790,462 6,522,982
Sales and advertising............................. 7,865,743 9,166,478
Station general and administrative................ 4,123,329 4,582,883
Corporate general and administrative.............. 1,019,484 1,160,524
Equity appreciation rights........................ 1,173,759 --
Depreciation and amortization..................... 4,674,803 6,716,592
------------ -----------
Total costs and expenses........................ 25,647,580 28,149,459
------------ -----------
Operating income (loss)............................. 847,841 (1,341,365)
Other income (expense):
Interest expense.................................. (3,454,966) (4,430,510)
Loss on investment................................ -- (1,235,807)
Loss on decrease in fair value of derivative
financial instruments............................ -- (1,037,000)
Other non-operating expenses...................... (50,012) --
Interest income................................... 182,983 119,350
Other non-operating income........................ 14,837 2,636,494
------------ -----------
Loss before income taxes............................ (2,459,317) (5,288,838)
Income tax expense (benefit)........................ 27,437,000 (1,780,000)
------------ -----------
Net loss before cumulative effect of accounting
change........................................... $(29,896,317) $(3,508,838)
------------ -----------
Basic and diluted net loss per share................ $ (1.41) $ (0.14)
============ ===========
Basic and diluted common shares outstanding......... 21,187,177 24,273,441
============ ===========
(c) Subsequent Acquisitions
On April 2, 2001, the Company acquired the assets of WKXC-FM and WSLT-FM in
the Augusta market for approximately $12.0 million. This acquisition was
partially funded by surplus working capital and partially financed through the
Company's credit facility. The acquisition was accounted for by the purchase
method of accounting.
6
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(3) Intangibles
Intangibles, at cost, is comprised of the following:
December 31, March 31,
2000 2001
------------ ------------
FCC broadcasting licenses........................ $188,307,206 $300,063,035
Goodwill......................................... 25,219,054 25,364,054
Advertising base................................. 4,139,251 4,139,251
Loan fees........................................ 5,816,671 5,816,671
Noncompete agreements............................ 1,120,000 1,120,000
Other intangibles................................ 6,011,469 7,280,987
------------ ------------
230,613,651 343,783,998
Less accumulated amortization.................... (65,720,067) (70,784,049)
------------ ------------
$164,893,584 $272,999,949
============ ============
(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 air time. The Company earned these shares as advertisements were
placed over the term of the agreement. For the three months ended March 31,
2001, eTour placed advertising air time totaling approximately $362,000 and for
the three months ended March 31, 2001, the Company earned approximately 91,000
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.
On May 7, 2001, the Company received a letter from the management of eTour
stating that eTour is in the process of winding down. Based on this
information, the Company stopped placement of any further advertising air time
for eTour and recorded a loss on investment of approximately $1.2 million, the
recorded cost of the 308,952 shares earned as of March 31, 2001.
(5) Long-Term Debt
As of March 31, 2001, the maximum commitment under the credit facility is
$300.0 million and the outstanding balance is $215.7 million. The credit
facility bears 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, 2000 and March 31, 2001, the credit facility carried
interest at an average rate of 7.9375% and 7.6875%, respectively. 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 has entered
into interest rate hedge agreements as discussed in note 8. 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.
On January 14, 2000, the Company executed a $3 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 air time as specified in the loan agreement and a related
advertising agreement with FindWhat.com. As of March 31, 2001, the outstanding
principal amount has been reduced by approximately $2,297,000 through the
placement of advertising air time. The note is guaranteed by BFMA.
7
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(6) Related Party Transactions
The Company leases certain office space from its principal stockholder,
George G. Beasley. For the three months ended March 31, 2000 and 2001, rental
expense paid to Mr. Beasley was approximately $24,000 and $25,000,
respectively.
The Company leases certain radio towers from Beasley Family Towers, Inc.
("BFT"). The lease agreements expire on December 28, 2020. For the three months
ended March 31, 2001, rental expense paid to BFT was approximately $117,000.
Notes receivable from BFT are due in monthly payments, including interest at
6.77%. The notes mature on December 28, 2020. For the three months ended March
31, 2001, interest income on the notes receivable from BFT was approximately
$85,000.
(7) 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.
For the three months ended March 31, 2000 and 2001, the contract expense
calculated on a straight-line basis and other direct expenses exceeded related
revenues by $370,000 and $513,000, 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.
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.
(8) 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 credit facility. For
the three months ended March 31, 2000, the Company received additional interest
of approximately $38,000 under a swap agreement. For the three months ended
March 31, 2001, the Company did not receive or pay any additional interest
under its collar agreements. The amount received or paid is based on the
differential between the specified rates of the collar agreements and the
variable interest rate of the credit facility.
As of March 31, 2001, the Company's collar agreements are summarized in the
following chart:
Estimated
Notional Expiration Fair
Agreement Amount Floor Cap Date Value
--------- ----------- ----- ---- ------------- ---------
Interest rate collar $20,000,000 6.69% 8% May 2002 $(393,000)
Interest rate collar $20,000,000 5.45% 7.5% November 2002 (174,000)
Interest rate collar $20,000,000 5.75% 7.35% November 2002 (265,000)
Interest rate collar $55,000,000 4.99% 7% October 2003 (139,000)
8
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(9) Income Taxes
Income tax expense (benefit) from continuing operations is as follows:
Three months
ended March 31,
-----------------------
2000 2001
----------- -----------
Federal:
Current........................................... $ -- $ --
Deferred.......................................... 22,641,000 (1,064,000)
----------- -----------
22,641,000 (1,064,000)
State:
Current........................................... -- --
Deferred.......................................... 5,012,000 (227,000)
----------- -----------
5,012,000 (227,000)
----------- -----------
$27,653,000 $(1,291,000)
=========== ===========
Income tax expense (benefit) differs from the amounts that would result from
applying the federal statutory rate of 34% to the Company's net loss as
follows:
Three months
ended March 31,
------------------------
2000 2001
----------- -----------
Expected tax benefit................................. $ (596,000) $(1,317,000)
State income taxes, net of federal benefit........... (77,000) (154,000)
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 depreciation and amortization of
Centennial Broadcasting acquisition................. -- 97,000
Non-deductible amortization of minority interest
acquisitions........................................ -- 48,000
Other................................................ 29,000 35,000
----------- -----------
$27,653,000 $(1,291,000)
=========== ===========
Temporary differences that give rise to the components of deferred tax
assets and liabilities, as of December 31, 2000 and March 31, 2001 are as
follows:
2000 2001
------------ ------------
Allowance for doubtful accounts.................. $ 176,000 $ 263,000
Derivative financial instruments................. -- 375,000
Net operating loss carryforwards................. -- 243,000
Unrealized loss on investment.................... 927,000 927,000
------------ ------------
Gross deferred tax assets...................... 1,103,000 1,808,000
Property and equipment........................... (869,000) (806,000)
Intangibles...................................... (25,633,000) (25,110,000)
------------ ------------
Gross deferred tax assets...................... (26,502,000) (25,916,000)
------------ ------------
Net deferred tax liabilities................... $(25,399,000) $(24,108,000)
============ ============
9
BEASLEY BROADCAST GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(10) Segment Information
Segment information is as follows:
Three months ended
March 31,
------------------------
2000 2001
----------- -----------
Net revenues:
Radio Group One.................................. $14,385,526 $16,078,207
Radio Group Two.................................. 8,401,279 7,326,109
Radio Group Three................................ -- 2,438,405
----------- -----------
Total net revenues............................... 22,786,805 25,842,721
----------- -----------
Broadcast cash flow:
Radio Group One.................................. $ 4,250,234 $ 4,738,499
Radio Group Two.................................. 2,690,857 1,215,352
Radio Group Three................................ -- 526,362
----------- -----------
Total broadcast cash flow........................ 6,941,091 6,480,213
----------- -----------
Reconciliation to loss before income taxes:
Corporate general and administrative............. $(1,019,484) $(1,160,524)
Equity appreciation rights....................... (1,173,759) --
Depreciation and amortization.................... (3,985,207) (6,038,745)
Interest expense................................. (2,663,053) (3,703,401)
Other non-operating income....................... 147,808 483,037
----------- -----------
Loss before income taxes....................... $(1,752,604) $(3,939,420)
=========== ===========
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. Radio Group
Three includes radio stations located in Las Vegas, NV and New Orleans, LA.
Broadcast cash flow consists of operating income before corporate general
and administrative expenses, equity appreciation rights, and depreciation and
amortization.
(11) Equity Plan
During the three months ended March 31, 2001, the Company granted 85,000
stock options with an exercise price per share equal to the closing stock price
on the respective grant dates. The issued stock options have ten-year terms and
generally vest ratably 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. During the three months
ended March 31, 2001, no options were exercised and 15,000 options were
forfeited. As of March 31, 2001, the number of options exercisable was 782,565
and the weighted-average exercise price of those options was $15.42.
10
ITEM 2. 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. Certain matters discussed herein are forward-looking
statements. Certain, but not necessarily all, of such forward-looking
statements can be identified by the use of forward-looking terminology, such as
"believes," "expects," "may," "will," "should," "estimates," or "anticipates,"
or the negative thereof or other variations thereof or comparable terminology.
All forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause our actual transactions, results, performance
or achievements to be materially different from any future transactions,
results, performance or achievements expressed or implied by such forward-
looking statements. Although we believe the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, we can give
no assurance that our expectations will be attained or that any deviations will
not be material. Unless required by law, we undertake no obligation to publicly
release the result of any revisions to these forward-looking statements that
may be made to reflect any future events or circumstances.
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.
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 five years prior to 2000
have held barter revenues under 5% of our gross revenues and barter related
broadcast cash flow under 3% of our broadcast cash flow. In 2000, 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 due to
our investments in eTour, Inc. and FindWhat.com. We expect barter revenues and
related broadcast cash flow to continue at a higher percentage of our gross
revenues and broadcast cash flow during 2001.
We calculate same station results by comparing the performance of radio
stations at the end of a relevant period to the performance of those same
stations in the prior year's corresponding period, including the effect of
barter revenues and expenses. These results exclude the six stations that were
acquired during the first quarter of 2001 and one station that changed formats
during the fourth quarter of 2000. Broadcast cash flow consists of operating
income before corporate general and administrative expenses, equity
appreciation rights, and depreciation and amortization and may not be
comparable to similarly titled measures employed by other
11
companies. Same station broadcast cash flow is the broadcast cash flow of the
radio stations included in our same station calculations.
Recent Events
On April 2, 2001, we acquired two radio stations in the Augusta market for
approximately $12.0 million. This acquisition was partially funded by surplus
working capital and partially financed through our credit facility.
On May 7, 2001, we received a letter from the management of eTour stating
that eTour is in the process of winding down. Based on this information, we
stopped placement of any further advertising air time for eTour and recorded a
loss on investment of approximately $1.2 million, the recorded cost of the
308,952 shares earned as of March 31, 2001.
Results of Operations
Several factors affected our results of operations in the three months ended
March 31, 2000 that did not affect the corresponding period of the current
year. First, we redeemed, for cash, equity appreciation rights previously
granted to two 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 $1.2 million in the first
quarter of 2000. Second, in connection with our reorganization in February
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.
As of February 1, 2001, we purchased companies owning 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
$116.3 million, which included a working capital adjustment of approximately
$2.8 million. This acquisition contributed to higher net revenues and station
operating expenses during the three months ended March 31, 2001.
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.
For the three months ended March 31, 2000 and 2001, the contract expense
calculated on a straight-line basis and other direct expenses exceeded related
revenues by $370,000 and $513,000, 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.
During the first quarter of 2001, we experienced a softer advertising
environment due to slowing economic conditions. We expect this environment to
continue into the second quarter and possibly into the second half of 2001. In
response to an expected reduction in net revenues, we are monitoring our non-
strategic expenses to minimize the impact on our operating results.
Three Month Period ended March 31, 2001 Compared to the Three Months Ended
March 31, 2000
Net Revenue. Net revenue increased 13.4% to $25.8 million for the three
months ended March 31, 2001 from $22.8 million for three months ended March 31,
2000. The increase was primarily due to our radio station acquisitions in the
Miami-Ft. Lauderdale and West Palm Beach markets in the second quarter of 2000
and in the Las Vegas and New Orleans markets in the first quarter of 2001. The
increase was partially offset by lower revenues at WPTP in the Philadelphia
market due to a format change during the fourth quarter of 2000. On a same
station basis, net revenues increased 5.2% to $22.6 million for the three
months ended March 31, 2001 from $21.5 million for three months ended March 31,
2000.
12
Station Operating Expenses. Station operating expenses increased 22.2% to
$19.4 million for the three months ended March 31, 2001 from $15.8 million for
three months ended March 31, 2000. The increase was primarily due to our radio
station acquisitions in the Miami-Ft. Lauderdale and West Palm Beach markets in
the second quarter of 2000 and in the Las Vegas and New Orleans markets in the
first quarter of 2001. In addition, promotions budgets were larger at most of
our radio stations to help generate growth in net revenues. On a same station
basis, station operating expenses increased 8.5% to $15.5 million for the three
months ended March 31, 2001 from $14.3 million for three months ended March 31,
2000.
Broadcast Cash Flow. Broadcast cash flow decreased 6.6% to $6.5 million for
the three months ended March 31, 2001 from $6.9 million for three months ended
March 31, 2000. The decrease was primarily due to lower revenues associated
with the format change at WPTP in the Philadelphia market during the fourth
quarter of 2000. The decrease was partially offset by additional broadcast cash
flow associated with our radio station acquisitions in the Miami-Ft. Lauderdale
and West Palm Beach markets in the second quarter of 2000 and in the Las Vegas
and New Orleans markets during the first quarter of 2001. On a same station
basis, broadcast cash flow decreased 1.4% to $7.1 million for the three months
ended March 31, 2001 from $7.2 million for three months ended March 31, 2000.
Corporate General and Administrative Expenses. Corporate general and
administrative expenses increased 13.8% to $1.2 million for the three months
ended March 31, 2001 from $1.0 million for three months ended March 31, 2000.
The increase was primarily due to higher general and administrative expenses
associated with our radio station acquisitions in the Las Vegas and New Orleans
markets during the first quarter of 2001. In addition, the increase is due to
our operating as a public company for the entire first quarter of 2001 as
compared to a partial first quarter in 2000.
Depreciation and Amortization. Depreciation and amortization increased 51.5%
to $6.0 million for the three months ended March 31, 2001 from $4.0 million for
three months ended March 31, 2000. The increase was primarily due to additional
amortization and depreciation expense associated with our radio station
acquisitions in the Miami-Ft. Lauderdale and West Palm Beach markets in the
second quarter of 2000 and in the Las Vegas and New Orleans markets in the
first quarter of 2001.
Interest Expense. Interest expense increased 39.1% to $3.7 million for the
three months ended March 31, 2001 from $2.7 million for three months ended
March 31, 2000. The increase was primarily due to financing the radio station
acquisitions in the Miami-Ft. Lauderdale and West Palm Beach markets in the
second quarter of 2000 and in the Las Vegas and New Orleans markets in the
first quarter of 2001 with draws from our credit facility. The increase was
partially offset by a decrease in interest rates on our credit facility.
Net Loss. Net loss for the three months ended March 31, 2001 was $2.6
million compared to a net loss of $29.4 million for three months ended March
31, 2000. The change was primarily due 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 as a result of the
initial public offering and corporate reorganization in 2000. In 2000, the net
loss was also increased by the redemption of equity appreciation rights for
$1.2 million. In 2001, the net loss was increased by a $1.2 million loss on
investment and a $971,000 loss in the fair value of our derivative financial
instruments due to the adoption of SFAS 133 and decreased by a $2.6 million
gain on a previously written off related party receivable.
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.
13
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.
As of March 31, 2001, we held $8.6 million in cash and cash equivalents and
had $84.3 million in availability under our credit facility. On April 2, 2001,
we used surplus working capital and our credit facility to finance an
acquisition of two radio stations in the Augusta market with an aggregate 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.
Net Cash Provided by (Used in) Operating Activities. Net cash provided by
operating activities was $8.8 million and $1.2 million for the three months
ended March 31, 2001 and 2000, respectively. The increase was primarily due to
a reduction in non-cash working capital during the first quarter of 2001
compared to an increase in non-cash working capital during the first quarter of
2000.
Net Cash Provided by (Used in) Investing Activities. Net cash used in
investing activities was $119.4 million and $1.0 million for the three months
ended March 31, 2001 and 2000, respectively. The change is primarily due to the
$116.3 million acquisition of three radio stations in Las Vegas market and
three stations in the New Orleans market in 2001 compared to the $10 million
acquisition of two radio stations in the Atlanta market in 2000. In addition,
net cash used in investing activities was also increased in 2001 by payments
for a signal upgrade. Net cash used in 2000 was offset by the repayment of
loans to the former S corporation stockholders and increased by repayment of
notes receivable from related parties and stockholders.
Net Cash Provided by (Used in) by Financing Activities. Net cash provided by
financing activities was $113.5 million and $92,000 for the three months ended
March 31, 2001 and 2000, respectively. The change is primarily due to financing
the $116.3 million acquisition of three radio stations in the Las Vegas market
and three stations in the New Orleans market in 2001. In 2000, net cash was
increased by the initial public offering proceeds, less associated costs, which
were used to repay $58.5 million of the credit facility and all outstanding
notes payable to related parties. Net cash was also decreased by distributions
to the former S corporation stockholders and the $10 million acquisition of two
radio stations in the Atlanta market in 2000.
Credit facility. As of March 31, 2001, the maximum commitment under our
credit facility was $300.0 million. The credit facility consists of $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.
14
As of March 31, 2001, 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
============ ============ ============
As of March 31, 2001, we had an outstanding balance under our credit
facility of approximately $215.7 million and availability under our credit
facility of $84.3 million for future acquisitions and other corporate purposes.
These amounts do not give effect to the recently completed acquisitions in the
Augusta market.
As of March 31, 2001, the weighted average annual interest rate applicable
to our credit facility was approximately 7.6875%. 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. If the unused portion exceeds 50% of
the maximum commitment the fee is increased by 0.375%. For the three months
ended March 31, 2001, our unused commitment fee was approximately $114,000.
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. As of March 31, 2001, we were in compliance with all applicable
financial covenants. These financial covenants include:
. Maximum Total Leverage Test. From closing 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 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 closing 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;
15
. 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.
Recent Pronouncements
In September 2000, the FASB issued SFAS 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 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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 March 31, 2001, $215.7 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 several interest rate collar 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.
Notional amounts are used to calculate the contractual payments to be
exchanged under the contract. As of December 31, 2000 and March 31, 2001, the
notional amount upon maturity of these collar agreements is approximately
$100.0 million and $115.0 million, respectively.
As of March 31, 2001, our collar agreements are summarized in the following
chart:
Estimated
Notional Expiration Fair
Agreement Amount Floor Cap Date Value
--------- ----------- ----- ----- ------------- ---------
Interest rate collar $20,000,000 6.69% 8% May 2002 $(393,000)
Interest rate collar $20,000,000 5.45% 7.5% November 2002 (174,000)
Interest rate collar $20,000,000 5.75% 7.35% November 2002 (265,000)
Interest rate collar $55,000,000 4.99% 7% October 2003 (139,000)
16
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
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 this matter with the Marlins with no
material impact on the financial statements.
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.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
We held our annual meeting of stockholders on March 20, 2001. The matters
voted on at the meeting and the results of these votes are as follows:
1. Election of the following directors:
Against Abstentions
or and Broker
For Withheld Non-votes
----------- -------- -----------
Directors Elected by Holders of
All Classes of Common Stock
George G. Beasley........................... 168,556,216 284,399 --
Bruce G. Beasley............................ 168,556,216 284,399 --
Caroline Beasley............................ 168,556,216 284,399 --
Brian E. Beasley............................ 168,556,216 284,399 --
Joe B. Cox.................................. 168,722,814 117,801 --
Allen B. Shaw............................... 168,556,216 284,399 --
Directors Elected by Holders of
Class A Common Stock
Mark S. Fowler.............................. 5,857,806 183,699 --
Herbert W. McCord........................... 5,923,704 117,801 --
2. Ratification of the appointment of KPMG LLP as independent auditors.
Against Abstentions
or and Broker
For Withheld Non-votes
----------- -------- -----------
168,829,486 10,579 550
ITEM 5. OTHER INFORMATION.
Not applicable.
17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit
Number Description
------- -----------
2.1 Equity interest purchase agreement of Centennial Broadcasting Nevada,
Inc. and Centennial Broadcasting, LLC, dated June 2, 2000.(1)
2.2 First amendment to equity interest purchase agreement of Centennial
Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC, dated
December 13, 2000.(2)
2.3 Second amendment to equity interest purchase agreement of Centennial
Broadcasting Nevada, Inc. and Centennial Broadcasting, LLC, dated
January 31, 2001.(3)
2.4 Asset purchase agreement of radio stations WKXC-FM and WSLT-FM in
Augusta, Georgia, dated November 13, 2000.(4)
- --------
(1) Incorporated by reference to Exhibit 2.1 to Beasley Broadcast Group's
Current Report on Form 8-K dated June 2, 2000.
(2) Incorporated by reference to Exhibit 2.2 to Beasley Broadcast Group's
Current Report on Form 8-K dated December 13, 2000.
(3) Incorporated by reference to Exhibit 2.3 to Beasley Broadcast Group's
Current Report on Form 8-K dated January 31, 2001.
(4) Incorporated by reference to Exhibit 2.6 to Beasley Broadcast Group's 2000
Annual Report on Form 10-K.
(b) Reports on Form 8-K during the three month period ended March 31, 2001
We filed a Current Report on Form 8-K on February 2, 2001 disclosing under
Item 2 the completion of our acquisition of all of the outstanding common stock
of Centennial Broadcasting Nevada, Inc. and all of the membership interest in
Centennial Broadcasting, LLC and under Item 7 that the financial statements
required as a result of this acquisition will be filed by amendment to this
Form 8-K no later than 60 days after February 15, 2001.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BEASLEY BROADCAST GROUP, INC.
/s/ George G. Beasley
By: _________________________________
George G. Beasley
Chairman of the Board and Chief
Executive Officer
Date: May 9, 2001
/s/ Caroline Beasley
By: _________________________________
Caroline Beasley
Vice President, Chief Financial
Officer, Secretary, Treasurer and
Director
Date: May 9, 2001
19