Edgar Filing: BEASLEY BROADCAST GROUP INC

Form 10-Q

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, 2007

¨	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 Incorporation)		(I.R.S. Employer Identification Number)

3033 Riviera Drive, Suite 200

Naples, Florida 34103

(Address of Principal Executive Offices and Zip Code)

(239) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

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, 7,275,707 Shares Outstanding as of May 4, 2007

Class B Common Stock, $.001 par value, 16,712,743 Shares Outstanding as of May 4, 2007

INDEX


		Page No.
PART I

FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements.	3

	Notes to Condensed Consolidated Financial Statements.	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18

Item 4.	Controls and Procedures.	18

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings.	19

Item 1A.	Risk Factors.	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19

Item 3.	Defaults Upon Senior Securities.	19

Item 4.	Submission of Matters to a Vote of Security Holders.	19

Item 5.	Other Information.	19

Item 6.	Exhibits.	20

SIGNATURES		21

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


	December 31, 2006			March 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	8,546,344		$	7,071,890
Accounts receivable, less allowance for doubtful accounts of $312,200 in 2006 and $396,823 in 2007		23,594,736			21,198,810
Trade sales receivable		1,079,507			1,263,368
Other receivables		941,597			1,314,771
Prepaid expenses		1,125,065			2,949,595
Deferred tax assets		787,755			1,915,576

Total current assets		36,075,004			35,714,010
Notes receivable from related parties		4,084,903			4,039,906
Property and equipment, net		25,787,641			26,764,089
FCC broadcasting licenses		206,324,298			240,522,298
Goodwill		19,931,568			29,253,274
Investments		923,504			919,504
Other assets		4,840,915			4,230,885

Total assets	$	297,967,833		$	341,443,966


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	3,750,000		$	—
Accounts payable		2,574,180			2,483,009
Accrued expenses		8,533,810			8,776,868
Trade sales payable		875,562			880,508

Total current liabilities		15,733,552			12,140,385
Long-term debt		150,625,000			196,375,000
Deferred tax liabilities		42,866,849			45,376,064
Other long-term liabilities		1,150,751			1,150,751

Total liabilities		210,376,152			255,042,200
Preferred stock, $.001 par value, 10,000,000 shares authorized, none issued		—			—
Class A common stock, $.001 par value, 150,000,000 shares authorized, 8,357,323 and 8,381,323 issued in 2006 and 2007, respectively		8,357			8,381
Class B common stock, $.001 par value, 75,000,000 shares authorized, 16,712,743 issued in 2006 and 2007		16,712			16,712
Additional paid-in capital		109,988,458			110,654,817
Accumulated deficit		(14,297,106	)		(14,641,584	)
Accumulated other comprehensive income		287,257			284,802
Treasury stock, Class A, 919,261 and 1,083,291 shares in 2006 and 2007, respectively		(8,411,997	)		(9,921,362	)

Stockholders’ equity		87,591,681			86,401,766

Total liabilities and stockholders’ equity	$	297,967,833		$	341,443,966

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three months ended March 31,
	2006			2007
Net revenue	$	27,079,319		$	30,775,887

Costs and expenses:
Cost of services (including stock-based compensation of $2,912 in 2006 and $302 in 2007 and excluding depreciation and amortization shown separately below)		9,228,386			10,496,369
Selling, general and administrative (including stock-based compensation of $61,974 in 2006 and $96,847 in 2007)		10,537,040			11,727,987
LMA fees		—			159,084
Corporate general and administrative (including stock-based compensation of $404,451 in 2006 and $569,234 in 2007)		2,180,181			2,569,902
Depreciation and amortization		694,711			714,272

Total costs and expenses		22,640,318			25,667,614
Operating income		4,439,001			5,108,273
Other income (expense):
Interest expense		(1,784,097	)		(3,377,178	)
Other non-operating expenses		(6,024	)		(13,388	)
Interest income		120,502			109,457
Other non-operating income		600			3,380

Income before income taxes		2,769,982			1,830,544
Income tax expense		1,139,416			713,912

Net income	$	1,630,566		$	1,116,632

Basic and diluted net income per share	$	0.07		$	0.05

Basic common shares outstanding		24,104,726			23,411,126

Diluted common shares outstanding		24,140,159			23,583,300

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three months ended March 31,
	2006			2007
Net income	$	1,630,566		$	1,116,632

Other comprehensive loss:
Unrealized loss on available-for-sale investments (net of income tax benefit of $67,199 in 2006 and $1,545 in 2007)		(106,801	)		(2,455	)
Unrealized loss on derivative financial instruments (net of income tax benefit of $140,056 in 2006)		(222,595	)		—

Other comprehensive loss		(329,396	)		(2,455	)

Comprehensive income	$	1,301,170		$	1,114,177

BEASLEY BROADCAST GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	Three months ended March 31,
	2006			2007
Cash flows from operating activities:
Net income	$	1,630,566		$	1,116,632
Adjustments to reconcile net income to net cash provided by operating activities:
(Income) loss from trade sales		58,811			(205,323	)
Stock-based compensation		469,337			666,383
Depreciation and amortization		694,711			714,272
Amortization of loan fees		95,284			95,284
Deferred income taxes		1,110,168			1,382,939
Change in operating assets and liabilities:
Decrease in receivables		1,973,954			2,022,752
Increase in prepaid expenses		(3,275,159	)		(1,824,530	)
Decrease in other assets		53,640			707,600
Increase in payables and accrued expenses		653,257			156,809

Net cash provided by operating activities		3,464,569			4,832,818

Cash flows from investing activities:
Capital expenditures		(741,864	)		(795,288	)
Payments for acquisitions of radio stations		—			(44,581,584	)
Payments for investments		(1,376	)		—
Payments from related parties		42,149			44,997

Net cash used in investing activities		(701,091	)		(45,331,875	)

Cash flows from financing activities:
Borrowings from credit facility		—			42,000,000
Principal repayments to credit facility		(2,000,000	)		—
Payments of loan fees		(209,688	)		—
Cash dividends paid		(1,506,571	)		(1,466,032	)
Payments for treasury stock		(1,188,824	)		(1,509,365	)
Tax shortfall from vesting of restricted stock		(21,727	)		—

Net cash provided by (used in) financing activities		(4,926,810	)		39,024,603

Net decrease in cash and cash equivalents		(2,163,332	)		(1,474,454	)
Cash and cash equivalents at beginning of period		16,278,951			8,546,344

Cash and cash equivalents at end of period	$	14,115,619		$	7,071,890

Cash paid for interest	$	1,672,329		$	3,061,742

Cash paid for income taxes	$	118,481		$	16,429

Supplement disclosure of non-cash operating, investing and financing activities:
Trade sales revenue	$	781,856		$	992,297

Trade sales expense	$	840,667		$	786,974

Property and equipment acquired through placement of advertising air time	$	11,114		$	26,408

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1)

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to the SEC rules and regulations. The accompanying unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary to present fairly the financial position and results of operations for the periods indicated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the consolidated accounts of Beasley Broadcast Group, Inc. (the “Company”) and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

The condensed consolidated balance sheet as of December 31, 2006 has been derived from the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2006. The financial statements and related notes included in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

Results of the first quarter of 2007 are not necessarily indicative of results for the full year.

(2)

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements. Accordingly, SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company has not completed its evaluation of the impact of the adoption of SFAS 157.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115 which permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company has not completed its evaluation of the impact of the adoption of SFAS 159.

(3)

Stock-Based Compensation

As of March 31, 2007, the Company had one stock-based compensation plan. The 2000 Equity Plan of Beasley Broadcast Group, Inc. (the “Plan”) permits the grant of restricted stock, stock options and other stock-based awards to employees and directors for up to 4.0 million shares of Class A common stock. Restricted stock awards generally vest based on three to five years of service. Stock option awards are generally granted with an exercise price equal to the market price of the Company’s shares at the date of grant; those stock option awards generally vest based on three to five years of service and have 10-year contractual terms. However, some stock option awards contain performance-related provisions that may delay vesting beyond five years but no longer than seven years after the date of grant.

A summary of restricted stock activity under the Plan as of March 31, 2007, and changes during the three months then ended is presented below:


	Shares		Weighted- Average Grant-Date Fair Value
Unvested as of January 1, 2007	695,792		$	9.39
Granted	24,000			9.57
Vested	(84,917	)		14.34
Forfeited	—			—

Unvested as of March 31, 2007	634,875		$	8.64

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of March 31, 2007, there was $4.5 million of total unrecognized compensation cost related to restricted stock granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.3 years.

A summary of stock option activity under the Plan as of March 31, 2007, and changes during the three months then ended is presented below:


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding as of January 1, 2007	2,636,584	$	15.22
Granted	—		—
Exercised	—		—
Forfeited	—		—

Outstanding as of March 31, 2007	2,636,584	$	15.22	3.2	—

Exercisable as of March 31, 2007	2,507,355	$	15.30	3.1	—

As of March 31, 2007, there was $0.2 million of total unrecognized compensation cost related to stock options granted under the Plan. That cost is expected to be recognized over a weighted-average period of 0.8 years.

(4)

Completed Acquisitions

On February 1, 2007, the Company acquired the assets of WJBR-FM in Wilmington, DE from NextMedia Group, Inc. for $42.0 million. This acquisition was financed with $42.0 million of borrowings under its credit facility. The Company purchased WJBR-FM to complement its current market cluster in Philadelphia, PA. Goodwill resulting from this acquisition was primarily related to the radio station’s ratings in its target demographic and growth opportunities in the Wilmington radio market as well as the radio station’s established operations and experienced workforce. The Company began operating WJBR-FM under a local marketing agreement (“LMA”) with NextMedia Group, Inc. on October 1, 2006. The Company has included revenues earned and expenses incurred, including the associated fee, under the LMA in its results of operations during the term of the LMA, which expired upon completion of this acquisition. Effective February 1, 2007, the Company assigned its rights under the asset purchase agreement to a qualified intermediary to provide the option of structuring this acquisition and any subsequent dispositions as a “reverse” like-kind exchange in accordance with Section 1031 of the Internal Revenue Code. As of March 31, 2007, the Company had not entered into any such transactions and in the event that the Company does enter into such a transaction there can be no assurances that the transaction will qualify as a like-kind exchange under Section 1031 of the Internal Revenue Code or that the Company will achieve any tax-savings as a result of this structure. On February 1, 2007, the Company began operating WJBR-FM under a local marketing agreement with the qualified intermediary. The Company will include revenues earned and expenses incurred, including the associated fee, under the LMA in its results of operations during the term of the LMA, which will expire upon the transfer of WJBR-FM from the qualified intermediary back to the Company no later than July 31, 2007.

The preliminary purchase price allocation is summarized as follows:


Property and equipment	$	429,036
FCC broadcasting license		32,142,000
Goodwill		9,277,444
Other intangibles		179,466
Other		13,388

Payments for acquisition of radio station	$	42,041,334

On March 28, 2007, the Company acquired the assets of KBET-AM in Las Vegas, NV from AM Radio 790, Inc. for $2.5 million. This acquisition was funded with cash on hand. The Company purchased KBET-AM to complement its current market cluster in Las Vegas, NV. The operations of KBET-AM have been included in the Company’s results of operations since its acquisition date.

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The preliminary purchase price allocation is summarized as follows:


Property and equipment	$	439,988
FCC broadcasting license		2,056,000
Goodwill		44,262

Payments for acquisition of radio station	$	2,540,250

(5)

FCC Broadcasting Licenses

The changes in the carrying amount of FCC broadcasting licenses for the three months ended March 31, 2007 are as follows:


Balance as of December 31, 2006	$	206,324,298
Acquisition of WJBR-FM		32,142,000
Acquisition of KBET-AM		2,056,000

Balance as of March 31, 2007	$	240,522,298

(6)

Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2007 are as follows:


Balance as of December 31, 2006	$	19,931,568
Acquisition of WJBR-FM		9,277,444
Acquisition of KBET-AM		44,262

Balance as of March 31, 2007	$	29,253,274

(7)

Long-Term Debt

Long-term debt is comprised of the following:


	December 31, 2006			March 31, 2007
Credit facility:
Revolving credit loan	$	54,375,000		$	96,375,000
Term loan		100,000,000			100,000,000

		154,375,000			196,375,000
Less current installments		(3,750,000	)		—

	$	150,625,000		$	196,375,000

As of March 31, 2007, the credit facility consisted of a revolving credit loan with a maximum commitment of $119.4 million and a term loan of $100.0 million. The revolving credit loan and term loan carried interest, based on LIBOR, at 6.875% and 7.125% as of December 31, 2006 and March 31, 2007, respectively.

As of March 31, 2007, the Company had $23.0 million in remaining commitments available under its credit facility; however, as of March 31, 2007, the Company’s maximum consolidated total debt covenant would have limited additional borrowings to $13.5 million.

The credit facility was secured by substantially all of the Company’s assets and guaranteed jointly and severally by all of the Company’s subsidiaries. The guarantees were issued to the Company’s lenders for repayment of the outstanding balance of the credit facility. If the Company defaulted under the terms of the credit facility, the subsidiaries may have been required to perform under their guarantees. The maximum amount of undiscounted payments the subsidiaries would have had to make in the event of default was $196.4 million.

The Company is required to satisfy financial covenants, which require it to maintain specified financial ratios and to comply with financial tests, such as ratios for maximum consolidated total debt, minimum interest coverage and minimum fixed charges. As of March 31, 2007, these financial covenants included:

•

Maximum Consolidated Total Debt Ratio. As of March 31, 2007, the Company’s consolidated total debt must not have

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

exceeded 6.0 times its consolidated operating cash flow for the four quarters then ending (as those terms are defined in the credit agreement). On the last day of each fiscal quarter for the period from April 1, 2007 through December 31, 2007, the maximum ratio remained 6.0 times. On the last day of each fiscal quarter for the period from January 1, 2008 through December 31, 2008, the maximum ratio was 5.5 times; on the last day of each fiscal quarter for the period from January 1, 2009 through December 31, 2009, the maximum ratio was 5.0 times; on the last day of each fiscal quarter for all periods after January 1, 2010, the maximum ratio was 4.5 times.

•

Minimum Interest Coverage Ratio. The Company’s consolidated operating cash flow for the four quarters ending on the last day of each quarter must not have been less than 2.0 times the amount of its consolidated cash interest expense for such four quarter period.

•

Minimum Fixed Charge Ratio. The Company’s consolidated operating cash flow for any four consecutive quarters must not have been less than 1.1 times the amount of its consolidated fixed charges for such four quarter period. Fixed charges include cash paid for interest, income taxes, capital expenditures, scheduled principal repayments, dividends, and agency and commitment fees.

Failure to comply with these financial covenants, scheduled interest payments, scheduled principal repayments, or any other terms of its credit facility could result in the acceleration of the maturity of its outstanding debt. The Company believes that it will have sufficient liquidity and capital resources to permit it to meet its financial obligations for at least the next twelve months.

As of March 31, 2007, management of the Company believed it was in compliance with applicable financial covenants.

On April 13, 2007, the Company amended its credit agreement (see note 9). As a result, the Company classified the current and long-term installments of long-term debt in the condensed consolidated balance sheet as of March 31, 2007 in accordance with the terms of the amended credit agreement.

(8)

Income Taxes

The Company’s effective tax rate is approximately 40%, which differs from the federal statutory rate of 34% due to the effect of state income taxes and certain expenses that are not deductible for tax purposes.

On January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS 109, Accounting for Income Taxes, and determined that no adjustment to stockholders’ equity was required due to the adoption of FIN 48. The Company does not have any unrecognized tax benefits and does not anticipate any increase in unrecognized tax benefits during 2007 as a result of any tax positions taken prior to January 1, 2007. The Company records interest and penalties related to unrecognized tax benefits as incurred. As of January 1, 2007, the Company has not recorded any interest or penalties related to unrecognized tax benefits in its financial statements. The Company and its subsidiaries file a consolidated federal income tax return and various state returns. These returns remain subject to examination by taxing authorities for all years after 2003.

(9)

Subsequent Event

On April 13, 2007, the Company amended its credit agreement. The amended credit facility consists of a revolving credit loan with a maximum commitment of $102.1 million and a term loan of $128.1 million. The revolving credit loan includes a $10.0 million sub-limit for letters of credit, which may be increased to $20.0 million upon the Company’s request and with the approval of the Bank of Montreal, Chicago Branch in its capacity as the letter of credit issuer. At the Company’s election, the revolving credit loan and term loan may bear interest at either the base rate or LIBOR plus a margin that is determined by the Company’s debt to operating cash flow ratio. The base rate is equal to the higher of the prime rate or the overnight federal funds rate plus 0.5%. Interest on base rate loans is payable quarterly through maturity. Interest on LIBOR loans is payable on the last day of the selected LIBOR period and, if the selected period is longer than three months, every three months after the beginning of the LIBOR period. The revolving credit loan and term loan mature on June 30, 2015. The scheduled reductions in the amount available under the revolving credit loan may require principal repayments if the outstanding balance at that time exceeds the maximum amount available under the revolving credit loan. In connection with the amended credit agreement, the Company expects to record a $0.4 million loss on extinguishment of long-term debt during the second quarter of 2007.

BEASLEY BROADCAST GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of April 13, 2007, the Company had $33.8 million in remaining commitments available under its credit facility; however, as of April 13, 2007, the Company’s maximum consolidated total debt covenant would have limited additional borrowings to $22.3 million.

The amended credit facility is secured by substantially all of the Company’s assets and guaranteed jointly and severally by all of the Company’s subsidiaries. The guarantees were issued to the Company’s lenders for repayment of the outstanding balance of the amended credit facility. If the Company defaults under the terms of the amended credit facility, the subsidiaries may be required to perform under their guarantees. The maximum amount of undiscounted payments the subsidiaries would have to make in the event of default is $196.4 million. The guarantees for the revolving credit loan and term loan expire on June 30, 2015.

As of April 13, 2007, the scheduled repayments of the credit facility for the remainder of fiscal 2007 and the next four years and thereafter are as follows:


	Revolving credit loan		Term loan		Total credit facility
2007	$	—	$	—	$	—
2008		—		—		—
2009		—		4,802,083		4,802,083
2010		—		6,402,778		6,402,778
2011		—		9,284,028		9,284,028
Thereafter		68,319,444		107,566,667		175,886,111

Total	$	68,319,444	$	128,055,556	$	196,375,000

The Company is required to satisfy financial covenants, which require it to maintain specified financial ratios and to comply with financial tests, such as ratios for maximum consolidated total debt, minimum interest coverage and minimum fixed charges. As of April 13, 2007, these financial covenants included:

•

Maximum Consolidated Total Debt Ratio. On the last day of each fiscal quarter for the period from April 13, 2007 to December 31, 2008, the Company’s consolidated total debt must not exceed 6.25 times its consolidated operating cash flow for the four quarters then ending (as those terms are defined in the amended credit agreement). On the last day of each fiscal quarter for the period from January 1, 2009 through December 31, 2009, the maximum ratio is 5.75 times; on the last day of each fiscal quarter for the period from January 1, 2010 through December 31, 2010, the maximum ratio is 5.25 times; on the last day of each fiscal quarter for all periods after January 1, 2011, the maximum ratio is 4.75 times.

•

Minimum Fixed Charge Ratio. The Company’s consolidated operating cash flow for any four consecutive quarters must not be less than 1.1 times the amount of its consolidated fixed charges for such four quarter period. Fixed charges include cash paid for interest, income taxes, capital expenditures, scheduled principal repayments, dividends, and agency and commitment fees.

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. This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” and other similar words. Such forward-looking statements may be contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” among other places. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as unforeseen events that would cause us to broadcast commercial-free for any period of time and changes in the radio broadcasting industry generally. We do not intend, and undertake no obligation, to update any forward-looking statement. Key risks to our company are described in our annual report on Form 10-K, filed with the Securities and Exchange Commission on March 12, 2007.

General

We are a radio broadcasting company whose primary business is acquiring, developing, and operating radio stations throughout the United States. We own and operate 44 radio stations in the following markets: Atlanta, GA, Boston, MA, Philadelphia, PA, Miami-Ft. Lauderdale, FL, Las Vegas, NV, West Palm Beach-Boca Raton, FL, Ft. Myers-Naples, FL, Wilmington, DE, Greenville-New Bern-Jacksonville, NC, Fayetteville, NC and Augusta, GA. We refer to each group of radio stations that we own in each radio market as a market cluster.

Recent Developments

On April 13, 2007, our credit amendment was amended to, among other things, reduce the interest rate on borrowings under the credit facility, extend the terms and maturities of the credit facility, and adjust the amortization schedule of the credit facility to take such extension of maturity into account (see “Liquidity and Capital Resources” below). In connection with the amended credit agreement, we expect to record a $0.4 million loss on extinguishment of long-term debt during the second quarter of 2007.

On March 28, 2007, we acquired the assets of KBET-AM in Las Vegas, NV from AM Radio 790, Inc. for $2.5 million. This acquisition was funded with cash on hand. The operations of KBET-AM have been included in our results of operations since its acquisition date.

Financial Statement Presentation

The following discussion provides a brief description of certain key items that appear in our consolidated financial statements and general factors that impact these items.

Net Revenue. Our net revenue is primarily derived from the sale of advertising airtime to local and national advertisers. Net revenue is gross revenue less agency commissions. Local revenue generally consists of advertising airtime sales to advertisers in a radio station’s local market either directly to the advertiser or through the advertiser’s agency. National revenue generally consists of advertising airtime sales to agencies purchasing advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

The advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels generally determine our net revenue. Advertising rates are primarily based on the following factors:

•

a radio station’s audience share in the demographic groups targeted by advertisers as measured principally by quarterly reports issued by the Arbitron Ratings Company;

•

the number of radio stations, as well as other forms of media, in the market competing for the attention of the same demographic groups;

•

the supply of, and demand for, radio advertising time; and

•

the size of the market.

Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our market clusters. Seasonal revenue fluctuations are also common in the radio broadcasting industry and are primarily due to variations in advertising expenditures by local and national advertisers. Our revenues are typically lowest in the first calendar quarter of the year.

We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime. The following summary table presents a comparison of our trade sales revenue and expenses.


	Three months ended March 31,
	2006		2007
Trade sales revenue	$	781,856	$	992,297
Trade sales expenses	$	840,667	$	786,974

Operating Costs and Expenses. Our operating costs and expenses consist primarily of (1) programming, engineering, and promotional expenses, reported as cost of services, and selling, general and administrative expenses incurred at our radio stations, (2) general and administrative expenses, including compensation and other expenses, incurred at our corporate offices, and (3) depreciation and amortization. We strive to control our operating expenses by centralizing certain functions at our corporate offices and consolidating certain functions in each of our market clusters.

Income Taxes. Our effective tax rate is approximately 40%, which differs from the federal statutory rate of 34% due to the effect of state income taxes and certain of our expenses that are not deductible for tax purposes.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

•

it requires assumptions to be made that were uncertain at the time the estimate was made; and

•

changes in the estimate or different estimates that could have been selected could have a material impact on our consolidated results of operations or financial condition.

Impairment of FCC Broadcasting Licenses and Goodwill. We are required to estimate the fair value of our FCC broadcasting licenses and reporting units on at least an annual basis. We combine our FCC broadcasting licenses into single units of accounting based on our market clusters for impairment testing purposes. To assist in estimating the fair value of our FCC broadcasting licenses as of December 31, 2006, we obtained appraisals from an independent appraisal company. The appraisal company estimated the fair values of our FM licenses using discounted future cash flows and the fair values of our AM licenses using a market valuation approach. The appraisal includes several assumptions and estimates including the determination of future cash flows and an appropriate discount rate. If the appraisal company had made different assumptions or used different estimates, including those used to determine future cash flows and the discount rate, the fair value of our FCC broadcasting licenses could have been materially different. For the purpose of testing our goodwill for impairment, we have identified our market clusters as our reporting units. We used internally-generated estimates of future cash flows to determine the fair value of each reporting unit as of December 31, 2006. These estimates required management judgment and if we had made different assumptions the fair value of our reporting units could have been materially different. There can be no assurance that impairment of our FCC broadcasting licenses or goodwill will not occur in future periods.

Impairment of Property and Equipment. We are required to assess the recoverability of our property and equipment whenever an event has occurred that may result in an impairment loss. If such an event occurs, we will compare estimates of related future undiscounted cash flows to the carrying amount of the asset. If the future undiscounted cash flow estimates are less than the carrying amount of the asset, we will reduce the carrying amount to the estimated fair value. The determination of when an event has occurred and estimates of future cash flows and fair value all require management judgment. The use of different assumptions or estimates may result in alternative assessments that could be materially different. We did not identify any events that may have resulted in an impairment loss on our property and equipment during the three months ended March 31, 2007. There can be no assurance that impairment of our property and equipment will not occur in future periods.

Valuation of Accounts Receivable. We continually evaluate our ability to collect our accounts receivable. Our ongoing evaluation includes review of specific accounts at our radio stations, the current financial condition of our customers and our historical write-off experience. This ongoing evaluation requires management judgment and if we had made different assumptions about these factors, the allowance for doubtful accounts could have been materially different.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements. Accordingly, SFAS 157 does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We have not completed our evaluation of the impact of the adoption of SFAS 157.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115 which permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. We have not completed our evaluation of the impact of the adoption of SFAS 159.

Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006

The following summary table presents a comparison of our results of operations for the three months ended March 31, 2006 and 2007 with respect to certain of our key financial measures. These changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Item 1 of this report.


	Three months ended March 31,				Change
	2006		2007		$		%
Net revenue	$	27,079,319	$	30,775,887	$	3,696,568	13.7	%
Cost of services		9,228,386		10,496,369		1,267,983	13.7
Selling, general and administrative expenses		10,537,040		11,727,987		1,190,947	11.3
LMA fees		—		159,084		159,084	—
Corporate general and administrative expenses		2,180,181		2,569,902		389,721	17.9
Interest expense		1,784,097		3,377,178		1,593,081	89.3

Net Revenue. The $3.7 million increase in net revenue during the three months ended March 31, 2007 was due to improved performance at eight of our eleven market clusters including a $0.7 million increase at our Las Vegas market cluster primarily due to additional net revenue from KDWN-AM, which was acquired during the third quarter of 2006, and a $0.6 million increase at our Ft. Myers-Naples market cluster. The increase also included additional net revenue of $1.5 million from the local marketing agreement and subsequent to its acquisition, the net revenue of WJBR-FM in Wilmington, DE on February 1, 2007. Net revenue from radio stations we operated throughout all periods presented increased $1.7 million during the three months ended March 31, 2007.

Cost of Services. The $1.3 million increase in cost of services during the three months ended March 31, 2007 was primarily due to an increase in programming and promotional expenses at eight of our eleven market clusters and included an aggregate $0.7 million of additional expenses from WJBR-FM and KDWN-AM and a $0.5 million increase at our Philadelphia market cluster.

Selling, General and Administrative Expenses. The $1.2 million increase in selling, general and administrative expenses during the three months ended March 31, 2007 was primarily due to an increase in expenses at eight of our eleven market clusters and included an aggregate $0.8 million of additional expenses from WJBR-FM and KDWN-AM.

LMA fees. On October 1, 2006, we began operating WJBR-FM under a local marketing agreement, which expired upon completion of the acquisition of WJBR-FM on February 1, 2007. We incurred $0.2 million in LMA fees under the local marketing agreement during the three months ended March 31, 2007.

Corporate General and Administrative Expenses. The $0.4 million increase in corporate general and administrative expenses during the three months ended March 31, 2007 was primarily due to an increase in cash compensation related to our continued development of interactive support services for our radio stations and additional stock-based compensation expense.

Interest Expense. The $1.6 million increase in interest expense during the three months ended March 31, 2007 was partially due to the expiration of interest rate swap agreements during the second and third quarters of 2006, which were not replaced. The increase in interest expense was also partially due to additional borrowings from our credit facility to partially finance the acquisitions of KDWN-AM and WJBR-FM, and a general increase in interest rates.

Liquidity and Capital Resources

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

Our credit agreement permits us to repurchase up to $50.0 million of our common stock and on June 10, 2004, our board of directors has authorized us to repurchase up to $25.0 million of our Class A common stock over a one-year period from the date of authorization which was extended on May 12, 2005 for one additional year. On May 24, 2006, our board of directors authorized us to increase the remaining balance under our previous authorization from $21.3 million to $25.0 million and to extend the repurchase period to May 23, 2007. As of May 4, 2007, we had repurchased $10.1 million of our Class A common stock.

Our credit agreement also permits us to pay dividends on our common stock in an amount up to an aggregate of $10.0 million per year. During the three months ended March 31, 2007, we paid $1.5 million for cash dividends. On March 9, 2007, our board of directors declared a quarterly cash dividend of $0.0625 per share on our Class A and Class B common stock. The dividend of $1.5 million was paid on April 20, 2007, to stockholders of record on March 30, 2007.

Our February 1, 2007 acquisition of the assets of WJBR-FM was financed with $42.0 million of borrowings under our credit facility. Our March 28, 2007 acquisition of the assets of KBET-AM was financed with cash on hand.

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

•

internally generated cash flow;

•

our credit facility;

•

additional borrowings, other than under our existing credit facility, to the extent permitted thereunder; and

•

additional equity offerings.

We believe that we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the foreseeable future. However, poor financial results, unanticipated acquisition opportunities or unanticipated expenses could give rise to additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect and we may not secure financing when needed or on acceptable terms.

Our ability to reduce our total leverage ratio by increasing operating cash flow and/or decreasing long-term debt will determine how much, if any, of the remaining commitments under the revolving portion of our credit facility will be available to us in the future. Poor financial results or unanticipated expenses could result in our failure to maintain or lower our total leverage ratio and we may not be permitted to make any additional borrowings under the revolving portion of our credit facility. We anticipate making additional share repurchases and future dividend payments instead of repaying indebtedness with such funds and if we incur additional indebtedness in order to make such repurchases or dividend payments, our total debt ratio may be adversely affected and we may not be permitted to make additional borrowings under the revolving portion of our credit facility.

The following summary table presents a comparison of our cash flows for the three months ended March 31, 2006 and 2007 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the condensed consolidated financial statements and notes to condensed consolidated financial statements included in Item 1 of this report.


	Three months ended March 31,
	2006			2007
Net cash provided by operating activities	$	3,464,569		$	4,832,818
Net cash used in investing activities		(701,091	)		(45,331,875	)
Net cash provided by (used in) financing activities		(4,926,810	)		39,024,603

Net decrease in cash and cash equivalents	$	(2,163,332	)	$	(1,474,454	)

Net Cash Provided By Operating Activities. Net cash provided by operating activities increased by $1.4 million during the three months ended March 31, 2007 compared to the same period in 2006 primarily due to a $4.2 million increase in cash receipts from the sale of advertising airtime. This increase was partially offset by a $1.4 million increase in cash paid for interest and a $1.2 million increase in cash paid for station operating expenses.

Net Cash Used In Investing Activities. Net cash used in investing activities in the three months ended March 31, 2007 was primarily related to cash payments of $42.1 million for the acquisition of WJBR-FM in Wilmington, DE, cash payments of $2.5 million for the acquisition KBET-AM in Las Vegas, NV and cash payments for capital expenditures of $0.8 million. Net cash used in investing activities for the same period in 2006 was primarily due to cash payments for capital expenditures of $0.7 million.

Net Cash Used In Financing Activities. Net cash provided by financing activities in the three months ended March 31, 2007 was primarily related to additional borrowings of $42.0 million from our credit facility to finance the acquisition of WJBR-FM in Wilmington, DE, which were partially offset by cash dividends of $1.5 million, and $1.5 million for repurchases of our Class A common stock. Net cash used in financing activities for the same period in 2006 was primarily due to voluntary repayments of $2.0 million of borrowings under our credit facility, cash dividends of $1.5 million, and $1.2 million for repurchases of our Class A common stock.

Credit Facility. As of March 31, 2007, our credit facility consisted of a revolving credit loan with a maximum commitment of $119.4 million and a term loan of $100.0 million. The revolving credit loan and term loan carried interest, based on LIBOR, at 6.875% and 7.125% as of December 31, 2006 and March 31, 2007, respectively.

As of March 31, 2007, we were in compliance with all applicable financial covenants under the credit facility. As of March 31, 2007, as calculated pursuant to the terms of our credit agreement, our consolidated total debt ratio was 5.61 times consolidated operating cash flow, our interest coverage ratio was 3.40 times interest expense, and our fixed charge coverage ratio was 1.53 times fixed charges.

We must pay a quarterly unused commitment fee equal to 0.375% on the unused portion of the revolving credit loan. For the three months ended March 31, 2007, our unused commitment fee was approximately $39,000.

On April 13, 2007, we amended our credit agreement. The amended credit facility consists of a revolving credit loan with a maximum commitment of $102.1 million and a term loan of $128.1 million. The revolving credit loan includes a $10.0 million sub-limit for letters of credit, which may be increased to $20.0 million upon our request and with the approval of the Bank of Montreal, Chicago Branch in its capacity as the letter of credit issuer. At our election, the revolving credit loan and term loan may bear interest at either the base rate or LIBOR plus a margin that is determined by our debt to operating cash flow ratio. The base rate

is equal to the higher of the prime rate or the overnight federal funds rate plus 0.5%. Interest on base rate loans is payable quarterly through maturity. Interest on LIBOR loans is payable on the last day of the selected LIBOR period and, if the selected period is longer than three months, every three months after the beginning of the LIBOR period. The revolving credit loan and term loan mature on June 30, 2015. The scheduled reductions in the amount available under the revolving credit loan may require principal repayments if the outstanding balance at that time exceeds the maximum amount available under the revolving credit loan.

As of April 13, 2007, we had $33.8 million in remaining commitments available under our credit facility; however, as of April 13, 2007, our maximum consolidated total debt covenant would have limited additional borrowings to $22.3 million.

The amended credit facility is secured by substantially all of our assets and guaranteed jointly and severally by all of our subsidiaries. The guarantees were issued to our lenders for repayment of the outstanding balance of the amended credit facility. If we default under the terms of the amended credit facility, the subsidiaries may be required to perform under their guarantees. The maximum amount of undiscounted payments the subsidiaries would have to make in the event of default is $196.4 million. The guarantees for the revolving credit loan and term loan expire on June 30, 2015.

As of April 13, 2007, the scheduled repayments of the credit facility for the remainder of fiscal 2007 and the next four years and thereafter are as follows:


	Revolving credit loan		Term loan		Total credit facility
2007	$	—	$	—	$	—
2008		—		—		—
2009		—		4,802,083		4,802,083
2010		—		6,402,778		6,402,778
2011		—		9,284,028		9,284,028
Thereafter		68,319,444		107,566,667		175,886,111

Total	$	68,319,444	$	128,055,556	$	196,375,000

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 consolidated total debt, minimum interest coverage and minimum fixed charges. As of April 13, 2007, these financial covenants included:

•

Maximum Consolidated Total Debt Ratio. On the last day of each fiscal quarter for the period from April 13, 2007 to December 31, 2008, our consolidated total debt must not exceed 6.25 times our consolidated operating cash flow for the four quarters then ending (as those terms are defined in the amended credit agreement). On the last day of each fiscal quarter for the period from January 1, 2009 through December 31, 2009, the maximum ratio is 5.75 times; on the last day of each fiscal quarter for the period from January 1, 2010 through December 31, 2010, the maximum ratio is 5.25 times; on the last day of each fiscal quarter for all periods after January 1, 2011, the maximum ratio is 4.75 times.

•

Minimum Interest Coverage Ratio. Our consolidated operating cash flow for the four quarters ending on the last day of each quarter must not have been less than 2.0 times the amount of our consolidated cash interest expense for such four quarter period.

•

Minimum Fixed Charge Ratio. Our consolidated operating cash flow for any four consecutive quarters must not be less than 1.1 times the amount of our consolidated fixed charges for such four quarter period. Fixed charges include cash paid for interest, income taxes, capital expenditures, scheduled principal repayments, dividends, and agency and commitment fees.

Failure to comply with these financial covenants, to make scheduled interest payments or scheduled principal repayments, or to comply with any other terms of our credit facility could result in the acceleration of the maturity of our debt outstanding thereunder, which could have a material adverse effect on our business or results of operations.

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; enter sale and lease-back transactions; sell or discount accounts receivable; enter into transactions with affiliates or stockholders; or change the nature of our business.

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 rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our credit facility. As of March 31, 2007, all of our long-term debt bears interest at variable rates. Accordingly, our earnings are affected by changes in interest rates. Assuming the current level of borrowings at variable rates and assuming a one-percentage point increase in the current interest rate under these borrowings, we estimate that our annualized interest expense would increase by $2.0 million and our net income would decrease by $1.2 million. In the event of an adverse change in interest rates, management may take actions to mitigate our exposure. However, due to the uncertainty of the actions that would be taken and their possible effects, this interest rate analysis assumes no such actions. Further, the analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended March 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

We currently and from time to time are involved in litigation and are the subject of threats of litigation that are incidental to the conduct of our business. These include indecency claims and related proceedings at the FCC as well as claims and threatened claims by private third parties. However, we are not a party to any lawsuit or other proceedings, or the subject of any threatened lawsuit or other proceedings, which, in the opinion of management, is likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A.

RISK FACTORS.

The risks affecting our Company are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on March 12, 2007. As of the date of this report, there were no material changes to the risks affecting our Company as reported in our Annual Report.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

The following table presents information with respect to purchases we made of our Class A common stock during the three months ended March 31, 2007.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value That May Yet Be Purchased Under the Program
January 1 – 31, 2007	51,500	$	9.31	51,500	$	20,236,865
February 1 – 28, 2007	73,150		9.18	44,900		19,823,025
March 1 – 31, 2007	39,380		8.99	38,400		19,476,034

Total	164,030

On July 29, 2004, we announced that at a meeting on June 10, 2004, our board of directors authorized us to repurchase up to $25.0 million of our Class A common stock over a period of one year from the date of authorization. On May 12, 2005, our board of directors authorized a one-year extension of the repurchase period to June 9, 2006. On May 24, 2006, our board of directors authorized us to increase the remaining balance under our previous authorization from $21.3 million to $25.0 million and to extend the repurchase period to May 23, 2007. In connection with the vesting of restricted stock under our 2000 Equity Plan, 28,250 and 980 shares of our Class A common stock were surrendered to us in February and March, respectively, to fund withholding taxes payable.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.


Exhibit Number		Description
10.1		Fourth amendment to credit agreement dated February 27, 2004 by, between and among Beasley Mezzanine Holdings, LLC, Bank of Montreal, Chicago Branch, as administrative agent, and other financial institutions, dated February 1, 2007.

31.1		Certification of Chief Executive Officer pursuant to Rule 15d-14(a) (17 CFR 240.15d-14(a)).

31.2		Certification of Vice President, Chief Financial Officer, Secretary and Treasurer pursuant to Rule 15d-14(a) (17 CFR 240.15d-14(a)).

32.1		Certification of Chief Executive Officer pursuant to Rule 15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.

32.2		Certification of Vice President, Chief Financial Officer, Secretary and Treasurer pursuant to Rule 15d-14(b) (17 CFR 240.15d-14(b)) and 18 U.S.C. Section 1350.

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.

Dated: May 7, 2007		/s/ George G. Beasley
	Name:	George G. Beasley
	Title:	Chairman of the Board and Chief Executive Officer

Dated: May 7, 2007		/s/ Caroline Beasley
	Name:	Caroline Beasley
	Title:	Vice President, Chief Financial Officer, Secretary, Treasurer and Director (principal financial and accounting officer)