Salem Media Group, Inc. Announces Fourth Quarter 2022 Total Revenue of $68.8 Million
Salem Media Group (Nasdaq: SALM) reported a net loss of $2.2 million for Q4 2022, a decline from the previous year's $16.8 million profit. Total revenue decreased slightly by 0.5% to $68.8 million. Operating expenses surged by 38% to $67.2 million, leading to an operating income drop of 92% to $1.6 million. Year-over-year, the company's financial performance was similarly negative, with a net loss of $3.2 million for 2022 compared to a profit of $41.5 million in 2021. The first quarter of 2023 forecasts revenue to be flat or down by 2% versus last year, amid rising operating expenses.
- Net broadcast revenue increased by 4.5% to $53.3 million in Q4 2022.
- Total revenue for 2022 rose by 3.4% to $267 million.
- Total operating expenses increased by 38% to $67.2 million in Q4 2022.
- Net loss of $3.2 million for the year 2022, down from a profit of $41.5 million in 2021.
- EBITDA decreased by 68.5% to $21.9 million for the year.
Fourth Quarter 2022 Results
For the quarter ended
Consolidated
-
Total revenue decreased
0.5% to from$68.8 million ;$69.1 million -
Total operating expenses increased
38.0% to from$67.2 million ;$48.7 million -
Operating expenses, excluding stock-based compensation expense, debt modification costs, gains and losses on the sale or disposition of assets, legal settlement, impairments, depreciation expense and amortization expense (1) increased
5.7% to from$61.6 million ;$58.3 million -
Operating income decreased
92.0% to from$1.6 million ;$20.5 million -
The company had a net loss of
, or$2.2 million net loss per share compared to net income of$0.08 , or$16.8 million net income per diluted share;$0.61 -
EBITDA (1) decreased
78.5% to from$4.9 million ; and$22.7 million -
Adjusted EBITDA (1) decreased
33.0% to from$7.3 million .$10.8 million
Broadcast
-
Net broadcast revenue increased
4.5% to from$53.3 million ;$51.0 million -
Station Operating Income (“SOI”) (1) decreased
17.4% to from$10.1 million ;$12.3 million -
Same Station (1) net broadcast revenue increased4.5% to from$53.3 million ; and$51.0 million -
Same Station SOI (1) decreased
15.7% to from$10.3 million .$12.2 million
Digital Media
-
Digital media revenue decreased
10.3% to from$10.4 million ; and$11.6 million -
Digital Media Operating Income (1) decreased
44.3% to from$1.7 million .$3.0 million
Publishing
-
Publishing revenue decreased
21.3% to from$5.2 million ; and$6.5 million -
Publishing Operating Loss (1) was
as compared to publishing operating income of$0.6 million .$0.2 million
Included in the results for the quarter ended
-
A
($2.3 million , net of tax, or$1.7 million per share) impairment charge to the value of broadcast licenses in$0.06 Columbus ,Portland , andSan Francisco ; -
A
($0.1 million , net of tax) loss on the disposal of assets;$0.1 million -
A
gain on the early retirement of long-term debt associated with the 2024 Notes; and$0.1 million -
A
non-cash compensation charge related to the expensing of stock options.$0.1 million
Included in the results for the quarter ended
-
A
($13.0 million , net of tax, or$9.6 million per diluted share) net gain on the disposition of assets relates to a$0.35 pre-tax gain on the sale of land in$12.9 million Tampa, Florida as well as various other fixed asset disposals; -
The company repurchased an additional
of the$38.6 million 6.75% senior secured notes due 2024 (“2024 Notes”) for in cash, recognizing a net loss of$39.3 million ($1.0 million , net of tax or$0.7 million per share); and$0.03 -
A
non-cash compensation charge ($0.1 million , net of tax) related to the expensing of stock options.$0.1 million
Per share numbers are calculated based on 27,216,787 diluted weighted average shares for the quarter ended
Year to Date 2022 Results
For the twelve months ended
Consolidated
-
Total revenue increased
3.4% to from$267.0 million ;$258.2 million -
Total operating expenses increased
23.5% to from$261.8 million ;$212.0 million -
Operating expenses, excluding stock-based compensation expense, debt modification costs, gains and losses on the sale or disposition of assets, legal settlement, impairments, depreciation expense and amortization expense (1) increased
8.3% to from$238.2 million ;$219.9 million -
The company’s operating income decreased
88.9% to from$5.2 million ;$46.2 million -
The company recognized
in film distribution income from an unconsolidated equity investment;$4.1 million -
The company had a net loss of
, or$3.2 million net loss per share compared to net income of$0.12 , or$41.5 million net income per diluted share;$1.52 -
EBITDA (1) decreased
68.5% to from$21.9 million ; and$69.4 million -
Adjusted EBITDA (1) decreased
26.7% to from$28.1 million .$38.3 million
Broadcast
-
Net broadcast revenue increased
7.2% to from$205.3 million ;$191.4 million -
SOI (1) decreased
9.6% to from$41.3 million ;$45.7 million -
Same station (1) net broadcast revenue increased
7.2% to from$204.9 million ; and$191.2 million -
Same station SOI (1) decreased
9.1% to from$41.7 million .$45.8 million
Digital media
-
Digital media revenue decreased
1.2% to from$41.7 million ; and$42.2 million -
Digital media operating income (1) decreased
5.4% to from$7.9 million .$8.4 million
Publishing
-
Publishing revenue decreased
18.9% to from$20.0 million ; and$24.6 million -
Publishing Operating Loss (1) was
compared to publishing operating income of$2.2 million .$1.4 million
Included in the results for the twelve months ended
-
A
($14.0 million , net of tax, or$10.3 million per share) impairment charge to the value of broadcast licenses in$0.38 Boston ,Chicago ,Columbus ,Dallas ,Greenville ,Honolulu ,Little Rock ,Orlando ,Philadelphia ,Portland ,Sacramento andSan Francisco ; -
A
($8.4 million , net of tax, or$6.2 million per diluted share) net gain on the disposition of assets relates primarily to the$0.23 pre-tax gain on the sale of land used in the company’s$6.5 million Denver, Colorado broadcast operations, the pre-tax gain on sale of land used in the company’s$1.8 million Phoenix, Arizona broadcast operations, and pre-tax gain on the sale of the company’s radio stations in$0.5 million Louisville, Kentucky offset by various fixed asset disposals; -
A
gain on the early retirement of long-term debt associated with the 2024 Notes;$48,000 -
A
($4.8 million , net of tax, or$3.5 million per share) legal settlement expense;$0.13 -
A
($0.1 million , net of tax) goodwill impairment charge;$0.1 million -
A
($0.3 million , net of tax, or$0.2 million per share) charge for debt modification costs; and$0.01 -
A
non-cash compensation charge ($0.3 million , net of tax, or$0.2 million per share) related to the expensing of stock options.$0.01
Included in the results for the twelve months ended
-
A
($2.5 million , net of tax, or$1.9 million per share) charge for debt modification costs. On$0.07 September 10, 2021 , the company refinanced of the 2024 Notes by exchanging into$112.8 million (reflecting a call premium of$114.7 million 1.688% ) of7.125% Senior Secured Notes due 2028 (“2028 Notes”). The transaction was assessed on a lender-specific level and was accounted for as a debt modification in accordance with ASC 470 with of fees paid to third parties included in operating expenses for the period;$2.5 million -
A
($23.6 million , net of tax, or$17.4 million per diluted share) net gain on the disposition of assets relates to$0.64 pre-tax gain on the sale of land in$12.9 million Tampa, Florida , a pre-tax gain on the sale of land in$10.5 million Lewisville, Texas , a pre-tax gain on the sale of$0.5 million Singing News Magazine and Singing News Radio and a pre-tax gain on the sale of the Hilary Kramer Financial Newsletter and related assets that was offset by a$0.1 million of additional costs recorded upon closing on the radio station$0.4 million WKAT-AM and an FM translator inMiami, Florida as well as various other fixed asset disposals; -
The company repurchased an additional
of the 2024 Notes for$43.3 million in cash, recognizing a net loss of$44.0 million ($1.0 million , net of tax or$0.8 million per share); and$0.03 -
A
non-cash compensation charge ($0.3 million , net of tax or$0.2 million per share) related to the expensing of stock options.$0.01
Per share numbers are calculated based on 27,206,434 diluted weighted average shares for the twelve months ended
Balance Sheet
As of
Acquisitions and Divestitures
The following transactions were completed since
-
On
February 1, 2023 , the company acquired the George Gilder Report and other digital newsletters and related website assets. The company assumed the deferred subscription liabilities paying no cash at the time of closing. The purchase price is25% of net revenue generated from sales of most Eagle Financial products during the next year to people who are onGeorge Gilder subscriber lists that are not already on Eagle Financial lists. -
On
January 10, 2023 the company closed on the acquisition of radio stationsWWFE-AM ,WRHC-AM and two FM translators inMiami, Florida for . The Asset Purchase Agreement (“APA”) was amended for Salem to acquire only the radio stations and translators for$3.0 million , a related party to acquire the land directly from the seller for$3.0 million , and Salem to have an option to purchase the land from the related party pursuant to an option to purchase real estate agreement. Salem’s executive officers, who have no relationship with the related party, began negotiations for the related party lease agreements and option agreements, subject to final approval by Salem’s Audit Committee pursuant to its related party transaction policy. The option to purchase real estate agreement was approved by Salem’s$2.0 million Audit Committee onMarch 1, 2023 . -
On
January 6, 2023 the company closed on the acquisition of radio stationWMYM-AM and an FM translator inMiami, Florida for . The company began operating the radio station under a Time Brokerage Agreement beginning on$3.2 million November 16, 2022 . The APA was amended for Salem to acquire only the radio station and translator for , a related party to acquire the land directly from the seller for$3.2 million , and Salem to have an option to purchase the land from the related party pursuant to an option to purchase real estate agreement. Salem’s executive officers, who have no relationship with the related party, began negotiations for the related party lease agreements and option agreements, subject to final approval by Salem’s Audit Committee pursuant to its related party transaction policy. The option to purchase real estate agreement was approved by Salem’s$1.8 million Audit Committee onMarch 1, 2023 -
On
December 30, 2022 , the company acquired the book inventory and publishing rights ofISI Publishing for of cash.$0.4 million -
On
December 1, 2022 , the company acquired radio stationKKOL-AM inSeattle, Washington for . The company paid$0.5 million of cash at closing and$0.4 million of cash into an escrow account and began operating the station under a Local Marketing Agreement on$0.1 million June 7, 2021 . -
On
October 1, 2022 , the company acquired websites and the related assets of DayTradeSPY, a financial publication, for in cash. As part of the purchase agreement, the company may pay up to an additional$0.6 million of cash in contingent earn-out consideration within one-year of the closing date based on the achievement of certain revenue benchmarks.$1.0 million
Conference Call Information
Salem will host a teleconference to discuss its results on
Follow us on Twitter @SalemMediaGrp.
First Quarter 2023 Outlook
For the first quarter of 2023, the company is projecting total revenue to be between flat and a decline of
A reconciliation of Recurring Operating Expenses to the most directly comparable GAAP measure is not available without unreasonable efforts on a forward-looking basis due to the potential high variability, complexity and low visibility with respect to the charges excluded from this non-GAAP financial measure, in particular, the change in the estimated fair value of earn-out consideration, impairments and gains or losses from the disposition of fixed assets. The company expects the variability of the above charges may have a significant, and potentially unpredictable, impact on its future GAAP financial results.
About
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, inflation and other 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
(1) Regulation G
Management uses certain non-GAAP financial measures defined below in communications with investors, analysts, rating agencies, banks and others to assist such parties in understanding the impact of various items on its financial statements. The company uses these non-GAAP financial measures to evaluate financial results, develop budgets, manage expenditures and as a measure of performance under compensation programs.
The company’s presentation of these non-GAAP financial measures should not be considered as a substitute for or superior to the most directly comparable financial measures as reported in accordance with GAAP.
Regulation G defines and prescribes the conditions under which certain non-GAAP financial information may be presented in this earnings release. The company closely monitors EBITDA, Adjusted EBITDA, Station Operating Income (“SOI”),
The company defines Station Operating Income (“SOI”) as net broadcast revenue minus broadcast operating expenses. The company defines Digital Media Operating Income as net Digital Media Revenue minus Digital Media Operating Expenses. The company defines Publishing Operating Income (Loss) as net Publishing Revenue minus Publishing Operating Expenses. The company defines EBITDA as net income before interest, taxes, depreciation, and amortization. The company defines Adjusted EBITDA as EBITDA before gains or losses on the disposition of assets, before debt modification costs, before changes in the estimated fair value of contingent earn-out consideration, before impairments, before net miscellaneous income and expenses, before (gain) loss on early retirement of long-term debt and before non-cash compensation expense. SOI, Digital Media Operating Income, Publishing Operating Income (Loss), EBITDA and Adjusted EBITDA are commonly used by the broadcast and media industry as important measures of performance and are used by investors and analysts who report on the industry to provide meaningful comparisons between broadcasters. SOI, Digital Media Operating Income, Publishing Operating Income (Loss), EBITDA and Adjusted EBITDA are not measures 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 its results of operations and financial condition presented in accordance with GAAP. The company’s definitions of SOI, Digital Media Operating Income, Publishing Operating Income (Loss), EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures reported by other companies.
The company defines
For all non-GAAP financial measures, investors should consider the limitations associated with these metrics, including the potential lack of comparability of these measures from one company to another.
The Supplemental Information tables that follow the condensed consolidated financial statements provide reconciliations of the non-GAAP financial measures that the company uses in this earnings release to the most directly comparable measures calculated in accordance with GAAP. The company uses non-GAAP financial measures to evaluate financial performance, develop budgets, manage expenditures, and determine employee compensation. The company’s presentation of this additional information is not to be considered as a substitute for or superior to the directly comparable measures as reported in accordance with GAAP.
|
|||||||||||||||||
Condensed Consolidated Statements of Operations |
|||||||||||||||||
(in thousands, except share and per share data) |
|||||||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
|
Three Months Ended |
|
Twelve Months Ended |
||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
|
2021 |
|
2022 |
|
2021 |
|
2022 |
||||||||
|
|
|
(Unaudited) |
||||||||||||||
Net broadcast revenue |
$ |
51,021 |
|
$ |
53,295 |
|
$ |
191,443 |
|
$ |
205,315 |
|
|||||
Net digital media revenue |
11,561 |
|
10,368 |
|
42,164 |
|
41,661 |
|
|||||||||
Net publishing revenue |
6,547 |
|
5,150 |
|
24,640 |
|
19,990 |
|
|||||||||
Total revenue |
69,129 |
|
68,813 |
|
258,247 |
|
266,966 |
|
|||||||||
Operating expenses: |
|
|
|
|
|||||||||||||
Broadcast operating expenses |
38,752 |
|
43,155 |
|
145,720 |
|
163,992 |
|
|||||||||
|
Legal settlement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,776 |
|
Digital media operating expenses |
8,517 |
|
8,671 |
|
33,797 |
|
33,750 |
|
|||||||||
Publishing operating expenses |
6,376 |
|
5,701 |
|
23,220 |
|
22,142 |
|
|||||||||
Unallocated corporate expenses |
4,719 |
|
4,126 |
|
17,483 |
|
18,557 |
|
|||||||||
|
Debt modification costs |
|
|
179 |
|
|
|
5 |
|
|
|
2,526 |
|
|
|
255 |
|
Depreciation and amortization |
|
|
3,157 |
|
|
|
3,111 |
|
|
|
12,828 |
|
|
|
12,611 |
|
|
|
Change in the estimated fair value of contingent earn-out consideration |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
|
Impairment of indefinite-lived long-term assets other than goodwill |
|
|
— |
|
|
|
2,325 |
|
|
|
— |
|
|
|
13,985 |
|
|
Impairment of goodwill |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
127 |
|
Net (gain) loss on the disposition of assets |
(13,023 |
) |
85 |
|
(23,575 |
) |
(8,376 |
) |
|||||||||
Total operating expenses |
48,677 |
|
67,179 |
|
211,999 |
|
261,814 |
|
|||||||||
Operating income |
20,452 |
|
|
|
1,634 |
|
|
|
46,248 |
|
|
|
5,152 |
|
|||
Other income (expense): |
|
|
|
|
|||||||||||||
Interest income |
9 |
|
5 |
|
10 |
|
171 |
|
|||||||||
Interest expense |
(3,912 |
) |
|
|
(3,135 |
) |
|
|
(15,799 |
) |
|
|
(13,060 |
) |
|||
|
Gain on the forgiveness of PPP loans |
|
|
— |
|
|
|
— |
|
|
|
11,212 |
|
|
|
— |
|
Gain (loss) on early retirement of long-term debt |
(970 |
) |
|
|
66 |
|
|
|
(1,026 |
) |
|
|
48 |
|
|||
|
Earnings from equity method investment |
|
|
— |
|
|
|
50 |
|
|
|
— |
|
|
|
4,065 |
|
Net miscellaneous income and (expenses) |
23 |
|
|
|
15 |
|
|
|
110 |
|
|
|
(4 |
) |
|||
Net income (loss) before income taxes |
15,602 |
|
(1,365 |
) |
40,755 |
|
(3,628 |
) |
|||||||||
Provision for (benefit from) income taxes |
(1,238 |
) |
842 |
|
(759 |
) |
(392 |
) |
|||||||||
Net income (loss) |
$ |
16,840 |
|
$ |
(2,207 |
) |
$ |
41,514 |
|
$ |
(3,236 |
) |
|||||
|
|
|
|
||||||||||||||
Basic income (loss) per share Class A and Class B common stock |
$ |
0.62 |
|
$ |
(0.08 |
) |
$ |
1.54 |
|
$ |
(0.12 |
) |
|||||
Diluted income (loss) per share Class A and Class B common stock |
$ |
0.61 |
|
$ |
(0.08 |
) |
$ |
1.52 |
|
$ |
(0.12 |
) |
|||||
|
|
|
|
||||||||||||||
Basic weighted average Class A and Class B common stock shares outstanding |
27,093,713 |
|
27,216,787 |
|
26,892,540 |
|
27,206,434 |
|
|||||||||
Diluted weighted average Class A and Class B common stock shares outstanding |
27,534,329 |
|
27,216,787 |
|
27,296,618 |
|
27,206,434 |
|
|
|||||||
Condensed Consolidated Balance Sheets |
|||||||
(in thousands) |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
Assets |
|
|
|
|
|
|
|
Cash |
|
$ |
1,785 |
|
$ |
— |
|
Accounts receivable, net |
|
|
25,663 |
|
|
30,756 |
|
Other current assets |
|
|
14,066 |
|
|
14,301 |
|
Property and equipment, net |
|
|
79,339 |
|
|
81,296 |
|
Operating and financing lease right-of-use assets |
|
|
43,665 |
|
|
43,734 |
|
Intangible assets, net |
|
|
346,438 |
|
|
330,008 |
|
Deferred financing costs |
|
|
843 |
|
|
681 |
|
Other assets |
|
|
4,313 |
|
|
4,346 |
|
Total assets |
|
$ |
516,112 |
|
$ |
505,122 |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
Current liabilities |
|
$ |
51,455 |
|
$ |
64,610 |
|
Long-term debt |
|
|
170,581 |
|
|
150,367 |
|
Operating and financing lease liabilities, less current portion |
|
|
42,273 |
|
|
42,445 |
|
Deferred income taxes |
|
|
67,012 |
|
|
66,732 |
|
Other liabilities |
|
|
6,580 |
|
|
5,611 |
|
Stockholders’ Equity |
|
|
178,211 |
|
|
175,357 |
|
Total liabilities and stockholders’ equity |
|
$ |
516,112 |
|
$ |
505,122 |
|
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share and per share data) |
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Class A |
|
Class B |
|
|
|
|
|
|
|
|
||||||||||||
|
Common Stock |
|
Common Stock |
|
Additional |
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
Paid-In |
|
Accumulated |
|
|
|
|
||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
Stock |
|
Total |
||||||||
Stockholders’ equity, |
23,447,317 |
|
$ |
227 |
|
5,553,696 |
|
$ |
56 |
|
$ |
247,025 |
|
$ |
(78,023 |
) |
|
$ |
(34,006 |
) |
|
$ |
135,279 |
Stock-based compensation |
— |
|
|
— |
|
— |
|
|
— |
|
|
78 |
|
|
— |
|
|
|
— |
|
|
|
78 |
Options exercised |
185,782 |
|
|
2 |
|
— |
|
|
— |
|
|
390 |
|
|
— |
|
|
|
— |
|
|
|
392 |
Net income |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
323 |
|
|
|
— |
|
|
|
323 |
Stockholders’ equity,
|
23,633,099 |
|
$ |
229 |
|
5,553,696 |
|
$ |
56 |
|
$ |
247,493 |
|
$ |
(77,700 |
) |
|
$ |
(34,006 |
) |
|
$ |
136,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Stock-based compensation |
— |
|
|
— |
|
— |
|
|
— |
|
|
84 |
|
|
— |
|
|
|
— |
|
|
|
84 |
Net income |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
2,257 |
|
|
|
— |
|
|
|
2,257 |
Stockholders’ equity,
|
23,633,099 |
|
$ |
229 |
|
5,553,696 |
|
$ |
56 |
|
$ |
247,577 |
|
$ |
(75,443 |
) |
|
$ |
(34,006 |
) |
|
$ |
138,413 |
Stock-based compensation |
— |
|
|
— |
|
— |
|
|
— |
|
|
78 |
|
|
— |
|
|
|
— |
|
|
|
78 |
Options exercised |
6,725 |
|
|
— |
|
— |
|
|
— |
|
|
13 |
|
|
— |
|
|
|
— |
|
|
|
13 |
Net income |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
22,094 |
|
|
|
— |
|
|
|
22,094 |
Stockholders’ equity,
|
23,639,824 |
|
$ |
229 |
|
5,553,696 |
|
$ |
56 |
|
$ |
247,668 |
|
$ |
(53,349 |
) |
|
$ |
(34,006 |
) |
|
$ |
160,598 |
Stock-based compensation |
— |
|
|
— |
|
— |
|
|
— |
|
|
79 |
|
|
— |
|
|
|
— |
|
|
|
79 |
Options exercised |
283,150 |
|
|
3 |
|
— |
|
|
— |
|
|
691 |
|
|
— |
|
|
|
— |
|
|
|
694 |
Net income |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
16,840 |
|
|
|
— |
|
|
|
16,840 |
Stockholders’ equity,
|
23,922,974 |
|
$ |
232 |
|
5,553,696 |
|
$ |
56 |
|
$ |
248,438 |
|
$ |
(36,509 |
) |
|
$ |
(34,006 |
) |
|
$ |
178,211 |
|
Class A |
|
Class B |
|
|
|
|
|
|
|
|
|||||||||||||
|
Common Stock |
|
Common Stock |
|
Additional |
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
Paid-In |
|
Accumulated |
|
|
|
|
|||||||||
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Capital |
|
Deficit |
|
Stock |
|
Total |
|||||||||
Stockholders’ equity, |
23,922,974 |
|
$ |
232 |
|
5,553,696 |
|
$ |
56 |
|
$ |
248,438 |
|
$ |
(36,509 |
) |
|
$ |
(34,006 |
) |
|
$ |
178,211 |
|
Stock-based compensation |
— |
|
|
— |
|
— |
|
|
— |
|
|
106 |
|
|
— |
|
|
|
— |
|
|
|
106 |
|
Options exercised |
40,913 |
|
|
— |
|
— |
|
|
— |
|
|
94 |
|
|
— |
|
|
|
— |
|
|
|
94 |
|
Lapse of restricted shares |
14,854 |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net income |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
1,739 |
|
|
|
— |
|
|
|
1,739 |
|
Stockholders’ equity,
|
23,978,741 |
|
$ |
232 |
|
5,553,696 |
|
$ |
56 |
|
$ |
248,638 |
|
$ |
(34,770 |
) |
|
$ |
(34,006 |
) |
|
$ |
180,150 |
|
Stock-based compensation |
— |
|
|
— |
|
— |
|
|
— |
|
|
68 |
|
|
— |
|
|
|
— |
|
|
|
68 |
|
Net income |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
9,117 |
|
|
|
— |
|
|
|
9,117 |
|
Stockholders’ equity, |
23,978,741 |
|
$ |
232 |
|
5,553,696 |
|
$ |
56 |
|
$ |
248,706 |
|
$ |
(25,653 |
) |
|
$ |
(34,006 |
) |
|
$ |
189,335 |
|
Stock-based compensation |
— |
|
|
— |
|
— |
|
|
— |
|
|
54 |
|
|
— |
|
|
|
— |
|
|
|
54 |
|
Options exercised |
2,000 |
|
|
— |
|
— |
|
|
— |
|
|
4 |
|
|
— |
|
|
|
— |
|
|
|
4 |
|
Net loss |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(11,885 |
) |
|
|
— |
|
|
|
(11,885 |
) |
Stockholders’ equity,
|
23,980,741 |
|
$ |
232 |
|
5,553,696 |
|
$ |
56 |
|
$ |
248,764 |
|
$ |
(37,538 |
) |
|
$ |
(34,006 |
) |
|
$ |
177,508 |
|
Stock-based compensation |
— |
|
|
— |
|
— |
|
|
— |
|
|
56 |
|
|
— |
|
|
|
— |
|
|
|
56 |
|
Net loss |
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
(2,207 |
) |
|
|
— |
|
|
|
(2,207 |
) |
Stockholders’ equity,
|
23,980,741 |
|
$ |
232 |
|
5,553,696 |
|
$ |
56 |
|
$ |
248,820 |
|
$ |
(39,745 |
) |
|
$ |
(34,006 |
) |
|
$ |
175,357 |
|
|
|
||||||||||||||||
Supplemental Information |
|
||||||||||||||||
(in thousands) |
|
||||||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended |
|
Twelve Months Ended |
|
||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
||||||||
(Unaudited) |
|
||||||||||||||||
Reconciliation of Total Operating Expenses to Operating Expenses excluding Legal Settlement, Debt Modification Costs, Depreciation and Amortization Expense, Changes in the Estimated Fair Value of Contingent Earn-out Consideration, Impairments, Gains or Losses on the Disposition of Assets and Stock-based Compensation Expense (Recurring Operating Expenses) |
|
||||||||||||||||
Operating Expenses |
$ |
48,677 |
|
$ |
67,179 |
|
$ |
211,999 |
|
$ |
261,814 |
|
|
||||
Less legal settlement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,776 |
) |
|
Less debt modification costs |
|
|
(179 |
) |
|
|
(5 |
) |
|
|
(2,526 |
) |
|
|
(255 |
) |
|
Less depreciation and amortization expense |
|
|
(3,157 |
) |
|
|
(3,111 |
) |
|
|
(12,828 |
) |
|
|
(12,611 |
) |
|
Less change in estimated fair value of contingent earn-out Consideration |
— |
|
— |
|
— |
|
5 |
|
|
||||||||
Less impairment of indefinite-lived long-term assets other than goodwill |
|
|
— |
|
|
|
(2,325 |
) |
|
|
— |
|
|
|
(13,985 |
) |
|
Less impairment of goodwill |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(127 |
) |
|
Less net gain (loss) on the disposition of assets |
13,023 |
|
(85 |
) |
23,575 |
|
8,376 |
|
|
||||||||
Less stock-based compensation expense |
|
|
(79 |
) |
|
|
(56 |
) |
|
|
(319 |
) |
|
|
(284 |
) |
|
Total Recurring Operating Expenses |
$ |
58,285 |
|
$ |
61,597 |
|
$ |
219,901 |
|
$ |
238,157 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of Net Broadcast Revenue to Same Station Net Broadcast Revenue |
|
||||||||||||||||
Net broadcast revenue |
|
$ |
51,021 |
|
|
$ |
53,295 |
|
|
$ |
191,443 |
|
|
$ |
205,315 |
|
|
Net broadcast revenue – acquisitions |
— |
|
(16 |
) |
— |
|
(263 |
) |
|
||||||||
Net broadcast revenue – dispositions |
|
|
(56 |
) |
|
|
— |
|
|
|
(169 |
) |
|
|
(64 |
) |
|
Net broadcast revenue – format change |
— |
|
— |
|
(117 |
) |
(111 |
) |
|
||||||||
|
|
$ |
50,965 |
|
|
$ |
53,279 |
|
|
$ |
191,157 |
|
|
$ |
204,877 |
|
|
|
|
|
|
|
|||||||||||||
Reconciliation of Broadcast Operating Expenses to Same Station Broadcast Operating Expenses |
|
||||||||||||||||
Broadcast operating expenses |
|
$ |
38,752 |
|
|
$ |
43,155 |
|
|
$ |
145,720 |
|
|
$ |
163,992 |
|
|
Broadcast operating expenses – acquisitions |
— |
|
(173 |
) |
(1 |
) |
(452 |
) |
|
||||||||
Broadcast operating expenses – dispositions |
|
|
(32 |
) |
|
|
(31 |
) |
|
|
(246 |
) |
|
|
(166 |
) |
|
Broadcast operating expenses – format change |
— |
|
— |
|
(135 |
) |
(160 |
) |
|
||||||||
|
|
$ |
38,720 |
|
|
$ |
42,951 |
|
|
$ |
145,338 |
|
|
$ |
163,214 |
|
|
|
|
|
|
|
|||||||||||||
Reconciliation of SOI to Same Station SOI |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Station Operating Income |
$ |
12,269 |
|
$ |
10,140 |
|
$ |
45,723 |
|
|
$ |
41,323 |
|
|
|||
Station operating (income) loss – acquisitions |
|
|
— |
|
|
157 |
|
|
|
1 |
|
|
189 |
|
|
||
Station operating (income) loss – dispositions |
(24 |
) |
31 |
|
77 |
|
102 |
|
|
||||||||
Station operating (income) loss – format change |
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
49 |
|
|
|
$ |
12,245 |
|
$ |
10,328 |
|
$ |
45,819 |
|
$ |
41,663 |
|
|
|
|
||||||||||||||||
Supplemental Information |
|
||||||||||||||||
(in thousands) |
|
||||||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended |
|
Twelve Months Ended |
|
||||||||||||
|
|
|
|
|
|
||||||||||||
|
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
||||||||
(Unaudited) |
|
||||||||||||||||
Calculation of Station Operating Income, Digital Media Operating Income and Publishing Operating Income (Loss) |
|||||||||||||||||
Net broadcast revenue |
$ |
51,021 |
|
$ |
53,295 |
|
$ |
191,443 |
|
$ |
205,315 |
|
|
||||
Less broadcast operating expenses |
|
|
(38,752 |
) |
|
|
(43,155 |
) |
|
|
(145,720 |
) |
|
|
(163,992 |
) |
|
Station Operating Income |
$ |
12,269 |
|
$ |
10,140 |
|
$ |
45,723 |
|
$ |
41,323 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net digital media revenue |
$ |
11,561 |
|
$ |
10,368 |
|
$ |
42,164 |
|
$ |
41,661 |
|
|
||||
Less digital media operating expenses |
|
|
(8,517 |
) |
|
|
(8,671 |
) |
|
|
(33,797 |
) |
|
|
(33,750 |
) |
|
Digital Media Operating Income |
$ |
3,044 |
|
$ |
1,697 |
|
$ |
8,367 |
|
$ |
7,911 |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net publishing revenue |
$ |
6,547 |
|
$ |
5,150 |
|
$ |
24,640 |
|
$ |
19,990 |
|
|
||||
Less publishing operating expenses |
|
|
(6,376 |
) |
|
|
(5,701 |
) |
|
|
(23,220 |
) |
|
|
(22,142 |
) |
|
Publishing Operating Income (Loss) |
$ |
171 |
|
$ |
(551 |
) |
$ |
1,420 |
|
$ |
(2,152 |
) |
|
The company defines EBITDA (1) as net income before interest, taxes, depreciation, and amortization. The table below presents a reconciliation of EBITDA (1) to Net Income (Loss), the most directly comparable GAAP measure. EBITDA (1) is a non-GAAP financial performance measure that is not to be considered a substitute for or superior to the directly comparable measures reported in accordance with GAAP. The company defines Adjusted EBITDA (1) as EBITDA (1) before gains or losses on the disposition of assets, before debt modification costs, before changes in the estimated fair value of contingent earn-out consideration, before impairments, before net miscellaneous income and expenses, before (gain) loss on early retirement of long-term debt, before gain on the forgiveness of PPP loans and before non-cash compensation expense. The table below presents a reconciliation of Adjusted EBITDA (1) to Net Income (Loss), the most directly comparable GAAP measure. Adjusted EBITDA (1) is a non-GAAP financial performance measure that is not to be considered a substitute for or superior to the directly comparable measures reported in accordance with GAAP.
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||||
|
|
|
||||||||||||||||
2021 |
|
2022 |
|
2021 |
|
2022 |
||||||||||||
|
|
(Unaudited) |
||||||||||||||||
Net income (loss) |
|
$ |
16,840 |
|
|
$ |
(2,207 |
) |
|
$ |
41,514 |
|
|
$ |
(3,236 |
) |
||
Plus interest expense, net of capitalized interest |
3,912 |
|
3,135 |
|
15,799 |
|
|
13,060 |
|
|||||||||
Plus provision for (benefit from) income taxes |
|
|
(1,238 |
) |
|
|
842 |
|
|
|
(759 |
) |
|
|
(392 |
) |
||
Plus depreciation and amortization |
3,157 |
|
3,111 |
|
12,828 |
|
|
12,611 |
|
|||||||||
Less interest income |
|
|
(9 |
) |
|
|
(5 |
) |
|
|
(10 |
) |
|
|
(171 |
) |
||
EBITDA |
$ |
22,662 |
|
$ |
4,876 |
|
|
$ |
69,372 |
|
$ |
21,872 |
|
|||||
Plus net (gain) loss on the disposition of assets |
|
|
(13,023 |
) |
|
|
85 |
|
|
|
(23,575 |
) |
|
|
(8,376 |
) |
||
Plus change in the estimated fair value of contingent earn-out consideration |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
||
Plus debt modification costs |
|
|
179 |
|
|
|
5 |
|
|
|
2,526 |
|
|
|
255 |
|
||
Plus impairment of indefinite-lived long-term assets other than goodwill |
|
|
— |
|
|
|
2,325 |
|
|
|
— |
|
|
|
13,985 |
|
||
Plus impairment of goodwill |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
127 |
|
||
Plus net miscellaneous (income) and expenses |
|
|
(23 |
) |
|
|
(15 |
) |
|
|
(110 |
) |
|
|
4 |
|
||
Plus (gain) loss on early retirement of long- term debt |
|
|
970 |
|
|
|
(66 |
) |
|
|
1,026 |
|
|
|
(48 |
) |
||
Plus gain on the forgiveness of PPP loans |
|
|
— |
|
|
|
— |
|
|
|
(11,212 |
) |
|
|
— |
|
||
Plus non-cash stock-based compensation |
|
|
79 |
|
|
|
56 |
|
|
|
319 |
|
|
|
284 |
|
||
Adjusted EBITDA |
$ |
10,844 |
|
|
$ |
7,266 |
|
$ |
38,346 |
|
$ |
28,098 |
|
Selected Debt Data | Outstanding at |
Applicable Interest Rate |
|||
|
|||||
Senior Secured Notes due 2028 (1) |
$ |
114,731,000 |
|
||
Senior Secured Notes due 2024 (2) |
$ |
39,035,000 |
|
|
|
(1) |
|||||
(2) |
View source version on businesswire.com: https://www.businesswire.com/news/home/20230307006009/en/
Company Contact:
Executive Vice President and Chief Financial Officer
(805) 384-4512
evan@salemmedia.com
Source:
FAQ
What were Salem Media Group's financial results for Q4 2022?
How did Salem Media Group perform in 2022 compared to 2021?
What is the outlook for Salem Media Group in Q1 2023?
What led to Salem Media Group's increased operating expenses in Q4 2022?