Quarterly report pursuant to Section 13 or 15(d)


3 Months Ended
Mar. 31, 2015



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 the Term Loan B of $300.0 million 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. For each of the three months ended March 31, 2014 and 2015, approximately $46,000 of the discount has been recognized as interest expense including approximately $27,000 of bank loan fees.


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 which began on September 30, 2013 for the Term Loan B. Prepayments may be made against the outstanding balance of our Term Loan B. Each repayment of the outstanding Term Loan B is applied ratably to each of the next four principal installments thereof in the direct order of maturity and thereafter to the remaining principal balance in reverse order of maturity.


We have made prepayments on our Term Loan B, including interest through the date of the as follows:


Date Principal Paid     Unamortized Discount  
(Dollars in Thousands)  
January 30, 2015 $ 2,000     $ 15  
December 31, 2014   4,000       16  
November 28, 2014     4,000       15  
September 29, 2014     5,000       18  
March 31, 2014     2,250       8  
December 30, 2013     750       3  
September 30, 2013     4,000       16  
June 28, 2013     4,000       14  


The Revolver has a term of five years, maturing in March 2018. We report outstanding balances on our Revolver as short-term 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 our 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's 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, 2015, the blended interest rate on amounts outstanding under the Term Loan B and Revolver was 5.06%.


  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 Bank, National Association, 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 steps up to 2.50 to 1.0 by 2016 and a maximum leverage ratio, which started at 6.75 to 1.0 and steps down to 5.75 to 1.0 by 2017.  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, 2015, our leverage ratio was 5.35 to 1 compared to our compliance covenant of 6.25 and our interest coverage ratio was 3.25 compared to our compliance ratio of 2.25. We were in compliance with our debt covenants under the credit facility at March 31, 2015.


Other Debt

We have several capital leases related to office equipment. The obligation recorded at December 31, 2014 and March 31, 2015 represents the present value of future commitments under the capital lease agreements.

Summary of long-term debt obligations


Long-term debt consisted of the following:


As of December 31, 2014     As of March 31, 2015     
(Dollars in thousands)  
Term Loan B $ 274,933     $ 272,994  
Revolver   1,784       483  
Capital leases and other loans     788       758  
      277,505       274,235  
Less current portion     (1,898 )     (593 )
    $ 275,607     $ 273,642  

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, 2015:


• Outstanding borrowings of $274.0 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%; and
  • Outstanding borrowings of $0.5 million under the Revolver, with interest payments due at LIBOR plus 3.00% or at prime rate plus 2.00%.
  • Commitment fees of 0.50% on any unused portion of the revolver.


Maturities of Long-Term Debt


Principal repayment requirements under all long-term debt agreements outstanding at March 31, 2015 for each of the next five years and thereafter are as follows:


For the Twelve Months Ended March 31, (Dollars in thousands)  
2016 $ 593  
2017   3,108  
2018     3,116  
2019     3,100  
2020     3,103  
Thereafter     261,215  
    $ 274,235