SEC Comment Letter for BEASLEY BROADCAST GROUP INC (BBGI) (CIK 0001099160) (BBGI) — Jun 3, 2010
BEASLEY BROADCAST GROUP INC (BBGI) (CIK 0001099160)
Date: June 3, 2010 · CIK: 0001099160 · Accession: 0000000000-10-030874
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-29253
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 June 3, 2010 Via U.S. Mail and Facsimile to (239) 263 -8191 George G. Beasley Chairman of the Board and CEO Beasley Broadcast Group, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103
RE: Beasley Broadcast Group, Inc. Form 10 -K for the fisc al year ended December 31, 2009 Filed March 1 1, 2010 File No. 000-29253
Dear Mr. Beasley :
We have reviewed your filing and have the following comments. Please tell us whether you will comply with our comments in future filings. In some of our comments we may ask you to provide us with information so we may better understand your disclosure and, after reviewing this information, we may raise additional comments. I f you disagree with any of our comments , we will consider your explanation as to why our comment is inapplicable. Please be as detailed as necessary in your explanation.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosu re in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2009
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20
Liquidity and Capital Resources, page 26
1. We note that you repaid $15.3 million of your outstanding d ebt with proceeds from the sale o f radio station assets. Tell us whether your cash provided by operating activities is expected to be sufficient to repay and service your significant debt obligations or whether you expect to rely upon additional asset sales to help reduce your outstanding indebtedness.
George G. Beasley Beasley Broa dcast Group, Inc. June 3, 2010 Page 2
Definitive Proxy Statement filed April 15, 2010
2009 Summary Compensation Table, page 8
2. We note the salaries of your named executive officers decreased from 200 8 to 2009. I f your salaries decrease in a s imilar fashion in the future , please disclose the reasons for the decrease.
3. We note you have paid non -equity incentive plan compensation to your NEOs but have not explained why your NEOs earned such c ompensation. P lease disclose any objective performan ce targets or other subjective factors that were taken into account in awarding non -equity incentive plan compensation. In this disclosure, please avoid general statements and discuss the specific reasons for awarding compensation to your NEOs.
* * * *
Please respond to these comments within 10 business days of the date of this letter or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested information. D etailed letters greatly facilitate our review. Please file your letter over EDGAR. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and ade quacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all of the information investors require for an informed decision. Since the company and its management are in possession of all of the facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• The company is resp onsible for the adequacy and accuracy of the disclosure in the filings;
• The staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
George G. Beasley Beasley Broa dcast Group, Inc. June 3, 2010 Page 3
In addition, please be advised that the Division of Enforcement has access to all of the information you provid e to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please contact Ajay Koduri, Attorney -Adviser, at (202) 551 -3310 or me at (202) 551-3810 with any other questions.
Sincerely,
/s/ Larry Spirgel
Larry Spirgel
Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
D IV ISION OF
CORPORATION FINANCE
Mail stop 3720
June 3, 2010
Via U.S. Mail and Facsimile to (239) 263 -8191
George G. Beasley
Chairman of the Board and CEO
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, FL 34103
RE: Beasley Broadcast Group, Inc.
Form 10 -K for the fisc al year ended December 31, 2009
Filed March 1 1, 2010
File No. 000-29253
Dear Mr. Beasley :
We have reviewed your filing and have the following comments. Please tell us
whether you will comply with our comments in future filings. In some of our comments
we may ask you to provide us with information so we may better understand your
disclosure and, after reviewing this information, we may raise additional comments. I f
you disagree with any of our comments , we will consider your explanation as to why our
comment is inapplicable. Please be as detailed as necessary in your explanation.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosu re in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2009
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20
Liquidity and Capital Resources, page 26
1. We note that you repaid $15.3 million of your outstanding d ebt with proceeds
from the sale o f radio station assets. Tell us whether your cash provided by
operating activities is expected to be sufficient to repay and service your
significant debt obligations or whether you expect to rely upon additional asset
sales to help reduce your outstanding indebtedness.
George G. Beasley
Beasley Broa dcast Group, Inc.
June 3, 2010
Page 2
Definitive Proxy Statement filed April 15, 2010
2009 Summary Compensation Table, page 8
2. We note the salaries of your named executive officers decreased from 200 8 to
2009. I f your salaries decrease in a s imilar fashion in the future , please disclose
the reasons for the decrease.
3. We note you have paid non -equity incentive plan compensation to your NEOs but
have not explained why your NEOs earned such c ompensation. P lease disclose
any objective performan ce targets or other subjective factors that were taken into
account in awarding non -equity incentive plan compensation. In this disclosure,
please avoid general statements and discuss the specific reasons for awarding
compensation to your NEOs.
* * * *
Please respond to these comments within 10 business days of the date of this letter
or tell us when you will provide us with a response. Please furnish a letter that keys your
responses to our comments and provides any requested information. D etailed letters
greatly facilitate our review. Please file your letter over EDGAR. Please understand that
we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and ade quacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all of
the information investors require for an informed decision. Since the company and its
management are in possession of all of the facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• The company is resp onsible for the adequacy and accuracy of the disclosure in the
filings;
• The staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• The company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.
George G. Beasley
Beasley Broa dcast Group, Inc.
June 3, 2010
Page 3
In addition, please be advised that the Division of Enforcement has access to all
of the information you provid e to the staff of the Division of Corporation Finance in our
review of your filings or in response to our comments on your filings.
Please contact Ajay Koduri, Attorney -Adviser, at (202) 551 -3310 or me at (202)
551-3810 with any other questions.
Sincerely,
/s/ Larry Spirgel
Larry Spirgel
Assistant Director