Attached files

file filename
8-K - SALEM COMMUNICATIONS CORPORATION FORM 8-K - SALEM MEDIA GROUP, INC. /DE/form8kreq32011.htm


[earningsrelease20110930fi001.jpg]


SALEM COMMUNICATIONS ANNOUNCES THIRD QUARTER 2011 TOTAL REVENUE OF $54.9 MILLION  


CAMARILLO, CA November 3, 2011 – Salem Communications Corporation (Nasdaq: SALM), a leading U.S. radio broadcaster, Internet content provider, and magazine and book publisher targeting audiences interested in Christian and family-themed content and conservative values, released its results for the three and nine months ended September 30, 2011.


Third Quarter 2011 Results


For the quarter ended September 30, 2011 compared to the quarter ended September 30, 2010:


Consolidated

·

Total revenue increased 6.8% to $54.9 million from $51.4 million;

·

Operating expenses increased 6.2% to $45.9 million from $43.2 million;

·

Operating expenses excluding gain or loss on disposal of assets increased 6.2% to $45.9 million from $43.2 million;

·

Operating income increased 10.0% to $9.0 million from $8.2 million;

·

Net income increased to $1.5 million, or $0.06 net income per diluted share, from $0.3 million, $0.01 net income per diluted share in the prior year;

·

EBITDA increased 4.8% to $12.5 million from $11.9 million; and

·

Adjusted EBITDA increased 5.5% to $13.0 million from $12.3 million.


Broadcast

·

Net broadcast revenue increased 3.0% to $44.8 million from $43.5 million;

·

Station operating income (“SOI”) remained consistent at $15.6 million;

·

Same station net broadcast revenue increased 4.2% to $44.3 million from $42.5 million;

·

Same station SOI increased 1.7% to $15.6 million from $15.3 million; and

·

Same station SOI margin decreased to 35.2% from 36.0%.


Internet

·

Internet revenue increased 40.1% to $7.1 million from $5.1 million; and

·

Internet operating income increased 118.7% to $1.4 million from $0.6 million.


Publishing

·

Publishing revenue increased 6.8% to $3.0 million from $2.8 million; and

·

Publishing operating income increased to $0.1 million from an operating loss of $0.1 million in the prior year.


Included in the results for the quarter ended September 30, 2011 are:

·

A $0.3 million loss ($0.2 million, net of tax, or $0.01 per share) on early retirement of long-term debt due to the repurchase of $5.0 million of our 95/8% senior secured second lien notes due in 2016; and



Page 1 of 9


·

A $0.2 million non-cash compensation charge ($0.1 million, net of tax) related to the expensing of stock options primarily consisting of:

o

$0.1 million non-cash compensation included in corporate expenses; and

o

$0.1 million non-cash compensation included in broadcast operating expenses.


Included in the results for the quarter ended September 30, 2010 are:

·

A $0.4 million non-cash compensation charge ($0.2 million, net of tax or $0.01 per share) related to the expensing of stock options primarily consisting of:

o

$0.2 million non-cash compensation included in corporate expenses; and

o

$0.1 million non-cash compensation included in broadcast operating expenses.


Per share numbers are calculated based on 24,746,164 diluted weighted average shares for the quarter ended September 30, 2011, and 24,822,412 diluted weighted average shares for the quarter ended September 30, 2010.


Year to Date 2011 Results


For the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010:


Consolidated

·

Total revenue increased 6.5% to $162.8 million from $152.8 million;

·

Operating expenses increased 4.3% to $131.9 million from $126.5 million;

·

Operating expenses excluding gain or loss on disposal of assets increased 7.7% to $136.3 million from $126.5 million;

·

Operating income increased 17.2% to $30.9 million from $26.4 million;

·

Net income increased to $5.2 million, or $0.21 net income per diluted share, from $1.2 million, or $0.05 net income per diluted share in the prior year;

·

EBITDA increased 12.9% to $40.9 million from $36.2 million; and

·

Adjusted EBITDA increased 0.5% to $38.6 million from $38.4 million.


Broadcast

·

Net broadcast revenue increased 2.0% to $132.9 million from $130.4 million;

·

SOI decreased 1.2% to $46.9 million from $47.5 million;

·

Same station net broadcast revenue increased 2.8% to $130.8 million from $127.3 million;

·

Same station SOI decreased 0.7% to $46.5 million from $46.8 million; and

·

Same station SOI margin decreased to 35.6% from 36.8%.


Internet

·

Internet revenue increased 46.4% to $20.9 million from $14.3 million; and

·

Internet operating income increased 80.8% to $3.6 million from $2.0 million.


Publishing

·

Publishing revenue increased 9.9% to $9.0 million from $8.2 million; and

·

Publishing operating income increased to $0.5 million from an operating loss of $0.1 million in the prior year.




Page 2 of 9


Included in the results for the nine months ended September 30, 2011 are:

·

A $4.3 million gain ($2.6 million, net of tax, or $0.11 per diluted share) on disposal of assets comprised of a $2.4 million pre-tax gain from the sale of KKMO-AM in Seattle, Washington and a $2.1 million pre-tax gain from the sale of KXMX-AM in Los Angeles, California, partially offset by losses from various fixed asset and equipment disposals;

·

A $1.4 million loss ($0.8 million, net of tax, or $0.03 per share) on early retirement of long-term debt due to the repurchase and redemption of $22.5 million of our 95/8% senior secured second lien notes due in 2016; and

·

A $0.6 million non-cash compensation charge ($0.4 million, net of tax, or $0.02 per share) related to the expensing of stock options primarily consisting of:

o

$0.4 million non-cash compensation included in corporate expenses; and

o

$0.2 million non-cash compensation included in broadcast operating expenses.


Included in the results for the nine months ended September 30, 2010 are:

·

A $1.1 million loss ($0.6 million, net of tax, or $0.03 per share) on early retirement of long-term debt due to the repurchase of $17.5 million of our 95/8% senior secured second lien notes due in 2016; and

·

A $1.1 million non-cash compensation charge ($0.7 million, net of tax or $0.03 per share) related to the expensing of stock options primarily consisting of:

o

$0.7 million non-cash compensation included in corporate expenses;

o

$0.3 million non-cash compensation included in broadcast operating expenses; and

o

$0.1 million non-cash compensation included in internet operating expenses.


Per share numbers are calculated based on 24,665,649 diluted weighted average shares for the nine months ended September 30, 2011, and 24,602,258 diluted weighted average shares for the nine months ended September 30, 2010.


Balance Sheet


As of September 30, 2011, the company had $247.5 million of 95/8% senior secured second lien notes outstanding and had $30.5 million drawn on its revolver.  The company was in compliance with the covenants of its credit facility and bond indenture.  The company’s bank leverage ratio was 5.25 versus a compliance covenant of 7.0.


Acquisitions and Divestitures


The following transaction was completed since July 1, 2011:

·

On September 6, 2011, we repurchased $5.0 million of our 95/8% Notes for $5.1 million, or at a price equal to 1027/8% of the face value.  This transaction resulted in a $0.3 million pre-tax loss on the early retirement of debt.


The following transactions are currently pending:

·

On October 17, 2011, we entered into an agreement to acquire KTNO-AM, Dallas, Texas for $2.2 million.  We began programming the station pursuant to a Time Brokerage Agreement (“TBA”) with the current owner on November 1, 2011; and

·

On March 5, 2010, we entered into an agreement to re-acquire KTEK-AM, Houston, Texas for $3.7 million, which includes forgiveness of the promissory note that we received upon our original sale of the station.  We began programming the station pursuant to a TBA with the current owner on March 8, 2010.



Page 3 of 9


Conference Call Information

Salem will host a teleconference to discuss its results on November 3, 2011 at 2:00 p.m. Pacific Time. To access the teleconference, please dial (913) 312-0718, passcode 2454258 or listen via the investor relations portion of the company’s website, located at www.salem.cc.  A replay of the teleconference will be available through November 17, 2011 and can be heard by dialing (719) 457-0820, passcode 2454258 or on the investor relations portion on the company’s website, located at www.salem.cc.


Fourth Quarter 2011 Outlook


For the fourth quarter of 2011, Salem is projecting total revenue to increase 2% to 4% over fourth quarter 2010 total revenue of $54.1 million.  Salem is also projecting operating expenses before gain or loss on disposal of assets, terminated transaction costs and abandoned license upgrades and impairments to increase 3% to 6% as compared to the fourth quarter of 2010 operating expenses of $43.6 million.


Salem Communications Corporation is the largest commercial U.S. radio broadcasting company that provides programming targeted at audiences interested in Christian and family-themed radio content, as measured by the number of stations and audience coverage.  Upon completion of all announced transactions, the company will own and/or operate a national portfolio of 96 radio stations in 37 markets, including 60 stations in 22 of the top 25 markets.  We also program the Family Talk™ Christian-themed talk format on SiriusXM Channel 131.


Salem also owns Salem Radio Network, a national radio network that syndicates talk, news and music programming to approximately 2,000 affiliated radio stations and Salem Media Representatives, a national media advertising sales firm with offices across the country.


In addition to its radio broadcast business, Salem owns an Internet and a publishing division. Salem Web Network is a provider of online Christian and conservative-themed content and streaming and includes websites such as Christian faith focused Christianity.com, Questions and Answers about Jesus Christ at Jesus.org, Christian living focused Crosswalk.com®, online Bible at BibleStudyTools.com, Christian videos at GodTube.com,  a leading website providing church media at WorshipHouseMedia.com and Christian radio ministries online at OnePlace.com. Additionally Salem owns conservative news leader Townhall.com® and conservative political blog HotAir.com, providing conservative commentary, news and blogging. Salem Publishing™ circulates Christian and conservative magazines such as Homecoming® The Magazine, YouthWorker Journal™, The Singing News, FaithTalk Magazine, Preaching and Townhall Magazine™. Xulon Press™ is a provider of self publishing services targeting the Christian audience.



Company Contact:

Evan D. Masyr

Salem Communications

(805) 384-4512

evanm@salem.cc





Page 4 of 9


Forward-Looking Statements

Statements used in this press release that relate to future plans, events, financial results, prospects or performance are forward-looking statements as defined under the Private Securities Litigation Reform Act of 1995.  Actual results may differ materially from those anticipated as a result of certain risks and uncertainties, including but not limited to the ability of Salem to close and integrate announced transactions, market acceptance of Salem’s radio station formats, competition from new technologies, adverse economic conditions, and other risks and uncertainties detailed from time to time in Salem's reports on Forms 10-K, 10-Q, 8-K and other filings filed with or furnished to the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Salem undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances or unanticipated events.



Regulation G

Station operating income, non-broadcast operating income, EBITDA and Adjusted EBITDA are financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”). Station operating income is defined as net broadcast revenues minus broadcast operating expenses. Non-broadcast operating income is defined as non-broadcast revenue minus non-broadcast operating expenses.  EBITDA is defined as net income before interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA before gain or loss on the disposal of assets and non-cash compensation expense.  In addition, Salem has provided supplemental information as an attachment to this press release, reconciling these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. The company believes these non-GAAP financial measures, when considered in conjunction with the most directly comparable GAAP financial measures, provide useful measures of the company’s operating performance.   


Station operating income, non-broadcast operating income, EBITDA and Adjusted EBITDA are generally recognized by the broadcast industry as important measures of performance and are used by investors as well as analysts who report on the industry to provide meaningful comparisons between broadcast. Station operating income, non-broadcast operating income, EBITDA and Adjusted EBITDA are not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to and not a substitute for, or superior to, the company’s results of operations presented on a GAAP basis such as operating income and net income. In addition, Salem’s definitions of station operating income, non-broadcast operating income, EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures reported by other companies.



Page 5 of 9



Salem Communications Corporation

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except share,

per share data and margin data)

 

 

Three Months Ended

 

 

Nine months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2010

 

 

2011

 

 

2010

 

 

2011

 

 

 

(Unaudited)

Net broadcast revenue

 

 $

43,507

 

 $

44,793

 

 $

130,386

 

 $

132,929

Internet revenue

 

 

5,052

 

 

7,079

 

 

14,254

 

 

20,873

Publishing revenue

 

 

2,832

 

 

3,024

 

 

8,198

 

 

9,009

Total revenue

 

 

51,391

 

 

54,896

 

 

152,838

 

 

162,811

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

  Broadcast operating expenses

 

 

27,940

 

 

29,198

 

 

82,921

 

 

86,054

  Internet operating expenses

 

 

4,432

 

 

5,724

 

 

12,246

 

 

17,243

  Publishing operating expenses

 

 

2,962

 

 

2,890

 

 

8,270

 

 

8,541

  Corporate expenses

 

 

4,154

 

 

4,285

 

 

12,140

 

 

13,040

  Depreciation and amortization

 

 

3,713

 

 

3,782

 

 

10,890

 

 

11,385

  (Gain) loss on disposal of assets

 

 

18

 

 

32

 

 

13

 

 

(4,343)

Total operating expenses

 

 

43,219

 

 

45,911

 

 

126,480

 

 

131,920

Operating income (loss)

 

 

8,172

 

 

8,985

 

 

26,358

 

 

30,891

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

  Interest income

 

 

48

 

 

57

 

 

142

 

 

154

  Interest expense

 

 

(7,435)

 

 

(6,826)

 

 

(22,903)

 

 

(21,125)

  Loss on early retirement of long-term debt

 

 

 

 

(305)

 

 

(1,050)

 

 

(1,395)

  Other income (expense), net

 

 

13

 

 

3

 

 

(18)

 

 

(20)

Income (loss) before income taxes

 

 

798

 

 

1,914

 

 

2,529

 

 

8,505

Provision for income taxes

 

 

455

 

 

429

 

 

1,284

 

 

3,333

Net income

 

 $

343

 

 $

1,485

 

 $

1,245

 

 $

5,172

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income per share

 

 $

0.01

 

 $

0.06

 

 $

0.05

 

 $

0.21

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income per share

 

 $

0.01

 

 $

0.06

 

 $

0.05

 

 $

0.21

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

 24,357,042

 

 

24,546,056

 

 

 23,966,797

 

 

24,448,722

Diluted weighted average shares outstanding

 

 

 24,822,412

 

 

24,746,164

 

 

 24,602,258

 

 

24,665,649

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Data:

 

 

   

 

 

 

 

 

 

 

 

 

Station operating income

 

 $

        15,567

 

 $

15,595

 

 $

        47,465

 

 $

46,875

Station operating margin

 

 

35.8%

 

 

34.8%

 

 

36.4%

 

 

35.3%




Page 6 of 9



Salem Communications Corporation

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

December 31,

 

 

September 30,

 

 

 

2010

 

 

2011

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

   

Assets

 

 

 

 

 

 

Cash

 

$

828

 

$

19

Restricted cash

 

 

100

 

 

Trade accounts receivable, net

 

 

29,363

 

 

30,748

Deferred income taxes

 

 

5,974

 

 

5,842

Other current assets

 

 

3,943

 

 

5,672

Property, plant and equipment, net

 

 

115,867

 

 

             112,382

Intangible assets, net

 

 

404,212

 

 

             398,950

Deferred financing costs

 

 

7,349

 

 

                 5,584

Other assets

 

 

6,850

 

 

                    4,014

Total assets

 

$

574,486

 

$

563,211

 

 

 

 

 

 

 

Liabilities and Stockholders' equity

 

 

 

 

 

 

Current liabilities

 

 

22,809

 

 

               29,782

Long-term debt and capital lease obligations

 

 

304,416

 

 

             277,586

Deferred income taxes

 

 

42,296

 

 

               45,451

Other liabilities

 

 

8,561

 

 

                 8,122

Stockholders' equity

 

 

196,404

 

 

             202,270

Total liabilities and stockholders' equity

 

$

574,486

 

$

563,211

 

 

 

   

 

 

   




Page 7 of 9



Salem Communications Corporation

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Information

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

Three Months Ended

 

 

Nine months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2010

 

 

2011

 

 

2010

 

 

2011

 

 

 

(Unaudited)

Capital expenditures

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition related / income producing

 

 $

218

 

 $

308

 

 $

659

 

 $

1,712

Maintenance

 

 

1,862

 

 

1,313

 

 

5,207

 

 

4,320

Total capital expenditures

 

 $

2,080

 

 $

1,621

 

 $

5,866

 

 $

6,032

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax information

 

 

 

 

 

 

 

 

 

 

 

 

Cash tax expense

 

 $

18

 

 $

16

 

 $

270

 

 $

250

Deferred tax expense

 

 

437

 

 

413

 

 

1,014

 

 

3,083

Provision for income taxes

 

 $

455

 

 $

429

 

 $

1,284

 

 $

3,333

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax benefit of non-book amortization

 

 $

2,616

 

 $

2,520

 

 $

7,863

 

 $

7,589

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Same Station Net Broadcast Revenue to Total Net Broadcast Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net broadcast revenue - same station

 

 $

42,497

 

 $

44,267

 

 $

127,259

 

 $

130,805

Net broadcast revenue - acquisitions

 

 

 

 

141

 

 

17

 

 

657

Net broadcast revenue - dispositions

 

 

621

 

 

 

 

1,772

 

 

232

Net broadcast revenue - format changes

 

 

389

 

 

385

 

 

1,338

 

 

1,235

Total net broadcast revenue

 

 $

43,507

 

 $

44,793

 

 $

130,386

 

 $

132,929

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Same Station Broadcast Operating Expenses to Total Broadcast Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broadcast operating expenses - same station

 

 $

27,185

 

 $

28,693

 

 $

80,425

 

 $

84,294

Broadcast operating expenses - acquisitions

 

 

 

 

157

 

 

61

 

 

672

Broadcast operating expenses - dispositions

 

 

439

 

 

15

 

 

1,235

 

 

(55)

Broadcast operating expenses - format changes

 

 

316

 

 

333

 

 

1,200

 

 

1,143

Total broadcast operating expenses

 

 $

27,940

 

 $

29,198

 

 $

82,921

 

 $

86,054

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Same Station Operating Income to Total Station Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station operating income - same station

 

 $

15,312

 

 $

15,574

 

 $

46,834

 

 $

46,511

Station operating income - acquisitions

 

 

 

 

(16)

 

 

(44)

 

 

(15)

Station operating income - dispositions

 

 

182

 

 

(15)

 

 

537

 

 

287

Station operating income - format changes

 

 

73

 

 

52

 

 

138

 

 

92

Total station operating income

 

 $

15,567

 

 $

15,595

 

 $

47,465

 

 $

46,875

 

 

 

   

 

 

 

   

 

 

 

 

   




Page 8 of 9



Salem Communications Corporation

 

 

 

 

 

 

 

 

 

 

 

Supplement Information

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Three Months Ended

 

 

Nine months Ended

 

 

September 30,

 

 

September 30,

 

 

2010

 

 

2011

 

 

2010

 

 

2011

 

 

(Unaudited)

Reconciliation of SOI and Internet Operating Income and Publishing Operating Income  (Loss) to Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Station operating income

$

15,567

 

$

15,595

 

$

47,465

 

$

46,875

Internet operating income

 

620

 

 

1,355

 

 

2,008

 

 

3,630

Publishing operating income (loss)

 

(130)

 

 

134

 

 

(72)

 

 

468

Less:

 

 

 

 

 

 

 

 

 

 

 

  

Corporate expenses

 

(4,154)

 

 

(4,285)

 

 

(12,140)

 

 

(13,040)

 

Depreciation and amortization

 

(3,713)

 

 

(3,782)

 

 

(10,890)

 

 

(11,385)

  

(Gain) loss on disposal of assets

 

(18)

 

 

(32)

 

 

(13)

 

 

4,343

Operating income

$

8,172

 

$

8,985

 

$

26,358

 

$

30,891

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Adjusted EBITDA to EBITDA  to Net Income

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 $

12,289

 

 $

12,967

 

 $

38,352

 

 $

38,559

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

(373)

 

 

(165)

 

 

(1,109)

 

 

(646)

 

Loss on early retirement of long-term debt

 

 

 

(305)

 

 

(1,050)

 

 

(1,395)

 

(Gain) loss on disposal of assets

 

(18)

 

 

(32)

 

 

(13)

 

 

4,343

EBITDA

 

11,898

 

 

12,465

 

 

36,180

 

 

40,861

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

48

 

 

57

 

 

142

 

 

154

Less:

 

 

 

 

 

 

 

 

 

 

 

  

Depreciation and amortization

 

(3,713)

 

 

(3,782)

 

 

(10,890)

 

 

(11,385)

 

 Interest expense

 

(7,435)

 

 

(6,826)

 

 

(22,903)

 

 

(21,125)

 

Provision for income taxes

 

(455)

 

 

(429)

 

 

(1,284)

 

 

(3,333)

Net income

 $

343

 

 $

1,485

 

 $

1,245

 

 $

5,172

 

 

   

 

 

 

 

 

   

 

 

    

 

 

Outstanding at

 

 

Applicable

 

 

 

 

 

 

 

 

September 30, 2011

 

 

Interest Rate

 

 

 

 

 

 

Selected Debt Data

 

 

 

 

 

 

 

 

 

 

 

95/8% senior subordinated notes

$

247,500

 

 

9.63%

 

 

 

 

 

 

Revolving credit facility

 

30,500

 

 

3.73%

 

 

 

 

 

 




Page 9 of 9