Salem Media Group, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

LONG-TERM DEBT

LONG-TERM DEBT

3 Months Ended

Mar. 31, 2017

NOTE 11. LONG-TERM DEBT

Salem Media Group, Inc. has no independent assets or operations, the subsidiary guarantees are full and unconditional and joint and several, and any subsidiaries of Salem Media Group, Inc. other than the subsidiary guarantors are minor.

Term Loan B and Revolving Credit Facility

On March 14, 2013, we entered into a senior secured credit facility, consisting of a term loan of $300.0 million (“Term Loan B”) and a revolving credit facility of $25.0 million (“Revolver”). The Term Loan B was issued at a discount for total net proceeds of $298.5 million. The discount is being amortized to non-cash interest expense over the life of the loan using the effective interest method. During the three month period ended March 31, 2017 and 2016, approximately $48,000 and $52,000, respectively, of the discount has been recognized as interest expense.

The Term Loan B has a term of seven years, maturing in March 2020. During this term, the principal amount may be increased by up to an additional $60.0 million, subject to the terms and conditions of the credit agreement. We are required to make principal payments of $750,000 per quarter as of September 30, 2013. Prepayments may be made against the outstanding balance of the Term Loan B with each prepayment applied ratably to each of the next four principal installments due within 12 months of the prepayment date in the direct order of maturity and thereafter to the remaining principal balance in reverse order of maturity.

We made the following payments or prepayments of the Term Loan B during the year ending December 31, 2016 and the three month period ending March 31, 2017, including interest through the payment date as follows:

Date	Principal Paid		Unamortized Discount
	(Dollars in Thousands)
February 28, 2017	$	3,000	$	6
January 30, 2017		2,000		5
December 30, 2016		5,000		12
November 30, 2016		1,000		3
September 30, 2016		1,500		4
September 30, 2016		750
June 30, 2016		441		1
June 30, 2016		750
March 31, 2016		750
March 17, 2016		809		2

Debt issue costs are being amortized to non-cash interest expense over the life of the Term Loan B using the effective interest method. During the three month period ending March 31, 2017 and 2016, approximately $132,000 and $142,000, respectively of the debt issue costs associated with the Term Loan B were recognized as interest expense.

Debt issue costs associated with the Revolver are recorded as an asset in accordance with ASU 2015-15. These costs are being amortized to non-cash interest expense over the five year life of the Revolver using the effective interest method based on an imputed interest rate of 4.58%. During the three month period ending March 31, 2017 and 2016, we recorded amortization of deferred financing costs of approximately $17,000 and $18,000, respectively.

The Revolver has a term of five years, maturing in March 2018. We report outstanding balances on the Revolver as short-term regardless of the maturity date based on use of the Revolver to fund ordinary and customary operating cash needs with repayments made frequently. We believe that the borrowing capacity under the Term Loan B and Revolver allows us to meet our ongoing operating requirements, fund capital expenditures and satisfy our debt service requirements for at least the next twelve months.

Borrowings under the Term Loan B may be made at LIBOR (subject to a floor of 1.00%) plus a spread of 3.50% or Wells Fargo Bank, National Association’s (“Wells Fargo”) base rate plus a spread of 2.50%. Borrowings under the Revolver may be made at LIBOR or Wells Fargo’s base rate plus a spread determined by reference to our leverage ratio, as set forth in the pricing grid below. If an event of default occurs under the credit agreement, the applicable interest rate may increase by 2.00% per annum. At March 31, 2017, the blended interest rate on amounts outstanding under the Term Loan B and Revolver, including the impact of the interest rate swap agreement, was 4.88%.

		Revolver Pricing
Pricing Level	Consolidated Leverage Ratio	Base Rate Loans		LIBOR Loans
1	Less than 3.00 to 1.00		1.250%		2.250%
2	Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00		1.500%		2.500%
3	Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00		1.750%		2.750%
4	Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00		2.000%		3.000%
5	Greater than or equal to 6.00 to 1.00		2.500%		3.500%

The obligations under the credit agreement and the related loan documents are secured by liens on substantially all of the assets of Salem and its subsidiaries, other than certain exceptions set forth in the Security Agreement, dated as of March 14, 2013, among Salem, the subsidiary guarantors party thereto, and Wells Fargo, as Administrative Agent (the “Security Agreement”) and such other related loan documents.

With respect to financial covenants, the credit agreement includes a minimum interest coverage ratio, which started at 1.50 to 1.0 and stepped up to 2.50 to 1.0 and a maximum leverage ratio, which started at 6.75 to 1.0 and stepped down periodically and is now 5.75 to 1.0. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors: (i) to incur additional indebtedness; (ii) to make investments; (iii) to make distributions, loans or transfers of assets; (iv) to enter into, create, incur, assume or suffer to exist any liens; (v) to sell assets; (vi) to enter into transactions with affiliates; or (vii) to merge or consolidate with, or dispose of all or substantially all assets to, a third party. As of March 31, 2017, our leverage ratio was 4.98 to 1 compared to our compliance covenant of 5.75 and our interest coverage ratio was 3.58 compared to our compliance ratio of 2.50. We were in compliance with our debt covenants under the credit facility at March 31, 2017.

Summary of long-term debt obligations

Long-term debt consisted of the following:

	December 31, 2016		March 31, 2017
	(Dollars in thousands)
Term Loan B principal amount	$	263,000	$	258,000
Less unamortized discount and debt issuance costs based on an imputed interest rate of 4.78%		(2,371)		(2,149)
Term Loan B net carrying value		260,629		255,851
Revolver		477		1,228
Capital leases and other loans		568		535
		261,674		257,614
Less current portion		(590)		(2,095)
	$	261,084	$	255,519

In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of March 31, 2017:

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Outstanding borrowings of $258.0 million under the Term Loan B with interest payments due at LIBOR (subject to a floor of 1.00%) plus 3.50% or prime rate plus 2.50%.

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Outstanding borrowings of $1.2 million under the Revolver, with interest payments due at LIBOR plus 2.75% or at prime rate plus 1.75%.

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Commitment fees of 0.375% on any unused portion of the Revolver.

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Quarterly interest payments on $150.0 million notional amount interest rate swap agreement with Wells Fargo based on a LIBOR floor of 0.625% and a fixed rate of 1.645%.

Other Debt

We have several capital leases related to office equipment. The obligation recorded at December 31, 2016 and March 31, 2017 represents the present value of future commitments under the capital lease agreements.

Maturities of Long-Term Debt and Capital Lease Obligations

Principal repayment requirements under all long-term debt agreements outstanding at March 31, 2017 for each of the next five years and thereafter are as follows:

	Amount
For the Twelve Months Ended March 31,	(Dollars in thousands)
2018	$	2,095
2019		3,101
2020		252,205
2021		110
2022		103
Thereafter
	$	257,614