In response to the COVID-19 pandemic, our board of
directors has suspended future quarterly dividend payments until it is determined that resumption of dividend payments is in the best interest of the Companys stockholders. In addition, as discussed in Credit Facility below, the
Amendment to our credit agreement limits us from paying dividends until certain leverage-based milestones have been achieved.
Credit
Facility. On November 17, 2017 we and our wholly owned subsidiary, Beasley Mezzanine Holdings, LLC, entered into a credit agreement (the credit agreement) with U.S. Bank, National Association, as administrative agent and
collateral agent, providing for a term loan B facility in the amount of $225.0 million (the term loan facility) and a revolving credit facility of $20.0 million (the revolving credit facility, and together with the
term loan facility, the credit facility). On September 27, 2018, we borrowed an additional $35.0 million from the term loan facility. The proceeds were used for the acquisition of WXTU-FM
in Philadelphia. On August 31, 2019, we borrowed $10.0 million from our revolving credit facility. The proceeds were used for the acquisition of substantially all of the assets used to operate
WDMK-FM in Detroit. On March 26, 2020 and April 7, 2020, we borrowed $7.5 million and $1.5 million, respectively, from our revolving credit facility as a precautionary measure to increase
our cash position and preserve financial flexibility due to the uncertainty of economic conditions in the U.S. resulting from the COVID-19 pandemic.
As of June 30, 2020, the credit facility consisted of the term loan facility with a remaining balance of $238.0 million and a
revolving credit facility with an outstanding balance of $20.0 million and a maximum commitment of $20.0 million. As of June 30, 2020, we had no available commitments under the revolving credit facility. As of June 30, 2020,
following the entry into the Amendment as described below, at our option, the credit facility bore interest at either (i) the London Interbank Offered Rate (LIBOR) plus a margin of 4.25% or (ii) the base rate (as defined in the
credit agreement) plus a margin of 3.25%. The LIBOR interest rate for the term loan is subject to a 1% floor and the base rate is subject to a 2% floor. Interest payments are, for loans based on LIBOR, due at the end of each applicable interest
period unless the interest period is longer than three months, in which case 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 5.25% as of June 30, 2020 and matures on November 17, 2022. The term loan carried interest, based on LIBOR, at 5.25% as of June 30, 2020 and matures on November 1, 2023.
On June 30, 2020, we entered into the Amendment that amended and modified the credit agreement to, among other things, (i) increase
the interest rate applicable to the term loans and revolving credit facility by 25 basis points per annum, (ii) add fees of 300 basis points payable on December 31, 2021 and 150 basis points payable on December 31, 2022, if the credit
agreement is not refinanced prior to such time, (iii) impose additional reporting requirements, (iv) revise the Excess Cash Flow prepayment requirement such that when the Total Leverage Ratio is greater than 4.5x, 75% of Excess Cash Flow
must be prepaid, with such prepayment amounts stepping down to 50%, 25% and 0% upon achievement of certain Total Leverage Ratio milestones, and (v) reduce the flexibility to incur certain additional indebtedness, liens and investments and make
certain restricted payments, subject to the achievement of certain leverage-based milestones.
Additionally, the Amendment modified the
financial covenant to remove the maximum First Lien Leverage Ratio previously tested quarterly through the fiscal quarter ended March 31, 2020. In its place, the Amendment added (i) a minimum liquidity covenant of $8.5 million (the
Minimum Liquidity Amount), which will be tested every other week until the Total Leverage Ratio is less than 5.0x, (ii) a minimum EBITDA (as defined in the credit agreement, as amended by the Amendment) covenant, which will be
tested monthly beginning October 31, 2020 through June 30, 2021 and (iii) a maximum First Lien Leverage Ratio covenant, which will be tested quarterly beginning with the fiscal quarter ending September 30, 2021. The Amendment
also modifies the definition of Consolidated EBITDA to remove certain add-backs with respect to the calculation of Consolidated EBITDA and EBITDA for financial covenants and other similar calculations and
reduces the amount of cash that can be netted for the calculation of the First Lien Leverage Ratio for purposes of testing the First Lien Leverage Ratio financial covenant, when applicable.
Also, as a condition to entering into the Amendment, George Beasley, the Companys Chairman, provided a $5 million loan to the
Company that accrues payment-in-kind interest at 6% per annum with no cash payments due until the loans maturity in December 2023. Mr. Beasley and GGB Family
Limited Partnership also each entered into standby letters of credit in combined aggregate face amount of $5,000,000 in favor of U.S. Bank, National Association for the benefit of the Company as a source of backup liquidity that may be drawn by U.S.
Bank, National Association in the event that the Company fails to maintain the Minimum Liquidity Amount.
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 we default under the terms of the credit agreement, the Company and its subsidiaries may be required to
perform under their guarantees. As of June 30, 2020, the maximum amount of undiscounted payments the Company and
20