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8-K - SALEM COMMUNICATIONS 8-K - SALEM MEDIA GROUP, INC. /DE/form8kreq12011final.htm


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SALEM COMMUNICATIONS ANNOUNCES FIRST QUARTER 2011 TOTAL REVENUE OF $51.8 MILLION  


CAMARILLO, CA May 9, 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 months ended March 31, 2011.


First Quarter 2011 Results


For the quarter ended March 31, 2011 compared to the quarter ended March 31, 2010:


Consolidated

·

Total revenue increased 7.2% to $51.8 million from $48.3 million;

·

Operating expenses decreased 1.0% to $39.8 million from $40.2 million;

·

Operating expenses excluding gain or loss on disposal of assets increased 10.3% to $44.3 million from $40.2 million;

·

Operating income increased 47.7% to $12.0 million from $8.1 million;

·

Net income increased to $2.6 million, or $0.10 net income per diluted share, from $0.2 million, or $0.01 net income per diluted share in the prior year;

·

EBITDA increased 35.1% to $15.7 million from $11.6 million; and

·

Adjusted EBITDA decreased 4.0% to $11.5 million from $12.0 million.


Broadcast

·

Net broadcast revenue increased 3.2% to $42.7 million from $41.4 million;

·

Station operating income (“SOI”) decreased 3.1% to $14.9 million from $15.4 million;

·

Same station net broadcast revenue increased 3.7% to $41.8 million from $40.3 million;

·

Same station SOI decreased 3.7% to $14.6 million from $15.2 million; and

·

Same station SOI margin decreased to 35.0% from 37.7%.


Internet

·

Internet revenue increased 38.4% to $6.2 million from $4.5 million; and

·

Internet operating income increased 36.8% to $0.9 million from $0.6 million.


Publishing

·

Publishing revenue increased 17.1% to $2.8 million from $2.4 million; and

·

Publishing operating loss was $39,000 compared to a loss of $97,000 in the prior year.


Included in the results for the quarter ended March 31, 2011 are:

·

A $4.5 million gain ($2.7 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, offset by losses from various fixed asset and equipment disposals; and

·

A $0.3 million non-cash compensation charge ($0.2 million, net of tax) related to the expensing of stock options 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.

 




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Included in the results for the quarter ended March 31, 2010 are:

·

A $0.3 million non-cash compensation charge ($0.2 million, net of tax) related to the expensing of stock options primarily included in corporate expenses.


Per share numbers are calculated based on 24,759,253 diluted weighted average shares for the quarter ended March 31, 2011, and 24,441,944 diluted weighted average shares for the quarter ended March 31, 2010.


Balance Sheet


As of March 31, 2011, the company had $270.0 million of 95/8% senior secured second lien notes outstanding and had $19.0 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 5.55 versus a compliance covenant of 7.0.


Acquisitions and Divestitures


The following transactions were completed since January 1, 2011:

·

On January 6, 2011, we sold radio station KKMO-AM, Seattle, Washington for $2.7 million;

·

On February 25, 2011, we sold radio station KXMX-AM, Los Angeles, California, for $12.0 million;

·

On March 1, 2011, we sold radio station, WAMD-AM, Aberdeen, Maryland, for $1;     

·

On March 14, 2011, we acquired WDDZ-AM (now WBZS-AM), Pawtucket, Rhode Island, for $0.6 million; and

·

On March 28, 2011, we acquired WorshipHouse Media, an on-line church media and video ministry website, for $6.0 million.  


The following transaction is currently pending:

·

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 Time Brokerage Agreement with the current owner on March 8, 2010; and

·

On May 2, 2011, we instructed the trustee of our Indenture to notify our bondholders of our intent to complete another redemption of $17.5 million of our 95/8% Senior Secured Second Lien Notes at a price equal to 103% of the face value.  We expect this redemption to close on June 1, 2011.  


Conference Call Information

Salem will host a teleconference to discuss its results on May 9, 2011 at 2:00 p.m. Pacific Time. To access the teleconference, please dial (913) 312-1434, passcode 6229861 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 May 23, 2011 and can be heard by dialing (719) 457-0820, passcode 6229861 or on the investor relations portion on the company’s website, located at www.salem.cc.


Second Quarter 2011 Outlook


For the second quarter of 2011, Salem is projecting total revenue to increase 5% to 7% over second quarter 2010 total revenue of $53.1 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 4% to 7% as compared to the second quarter of 2010 operating expenses of $43.1 million.






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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 95 radio stations in 37 markets, including 59 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) 987-0400 ext. 1053

evanm@salem.cc





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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.



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Salem Communications Corporation

 

 

 

 

 

 

Condensed Consolidated Statements of Operations

 

 

 

 

 

 

(in thousands, except share, per share and margin data)

 

 

 

 

 

 

 

 

 Three Months Ended

 

 

 March 31,

 

 

 

2010

 

 

2011

 

 

 

 (Unaudited)

 

 

 

 

 

 

 

Net broadcast revenue

 

 $

          41,408

 

 $

42,730

Internet revenue

 

 

4,490

 

 

6,212

Publishing revenue

 

 

2,426

 

 

2,841

Total revenue

 

 

          48,324

 

 

51,783

Operating expenses:

 

 

   

 

 

 

  Broadcast operating expenses

 

 

          25,997

 

 

27,802

  Internet operating expenses

 

 

3,868

 

 

5,361

  Publishing operating expenses

 

 

            2,523

 

 

2,880

  Corporate expenses

 

 

            4,269

 

 

4,551

  Depreciation and amortization

 

 

            3,556

 

 

3,752

  (Gain) loss on disposal of assets

 

 

                 13

 

 

(4,525)

Total operating expenses

 

 

          40,226

 

 

39,821

Operating income

 

 

            8,098

 

 

11,962

Other income (expense):

 

 

 

 

 

 

  Interest income

 

 

                 48

 

 

43

  Interest expense

 

 

           (7,692)

 

 

(7,235)

  Other expense, net

 

 

(31)

 

 

(11)

Income before income taxes

 

 

               423

 

 

4,759

Provision for income taxes

 

 

               219

 

 

2,172

Net income

 

 $

               204

 

 $

2,587

 

 

 

 

 

 

 

Basic income per share

 

 $

              0.01

 

 $

0.11

 

 

 

 

 

 

 

Diluted income per share

 

 $

              0.01

 

 $

0.10

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

   23,724,192

 

 

24,520,858

Diluted weighted average shares outstanding

 

 

   24,441,944

 

 

24,759,253

 

 

 

 

 

 

 

Other Data:

 

 

   

 

 

   

Station operating income

 

 $

          15,411

 

 $

14,928

Station operating margin

 

 

37.2%

 

 

34.9%




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Salem Communications Corporation

 

 

 

 

 

 

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 December 31,

 

 

 March 31,

 

 

 

2010

 

 

2011

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

   

Assets

 

 

 

 

 

 

Cash

 

$

828

 

$

263

Restricted cash

 

 

100

 

 

100

Trade accounts receivable, net

 

 

29,363

 

 

28,316

Deferred income taxes

 

 

5,974

 

 

5,338

Other current assets

 

 

3,943

 

 

4,656

Property, plant and equipment, net

 

 

115,867

 

 

115,225

Intangible assets, net

 

 

404,212

 

 

400,336

Bond issue costs

 

 

6,084

 

 

5,869

Bank loan fees

 

 

1,265

 

 

1,146

Other assets

 

 

6,850

 

 

7,211

Total assets

 

$

574,486

 

$

568,460

 

 

 

 

 

 

 

Liabilities and Stockholders' equity

 

 

 

 

 

 

Current liabilities

 

 

22,809

 

 

29,226

Long-term debt and capital lease obligations

 

 

304,416

 

 

288,434

Deferred income taxes

 

 

42,296

 

 

43,521

Other liabilities

 

 

8,561

 

 

7,933

Stockholders' equity

 

 

196,404

 

 

199,346

Total liabilities and stockholders' equity

 

$

574,486

 

$

568,460

 

 

 

   

 

 

   




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Salem Communications Corporation

 

 

 

 

 

 

Supplemental Information

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 Three Months Ended

 

 

 March 31,

 

 

 

2010

 

 

2011

 

 

 

 (Unaudited)

Capital expenditures

 

 

 

 

 

 

Acquisition related / income producing

 

 $

                 29

 

 $

962

Maintenance

 

 

            1,355

 

 

1,487

Total capital expenditures

 

 $

            1,384

 

 $

2,449

 

 

 

   

 

 

 

Tax information

 

 

 

 

 

 

Cash tax expense

 

 $

                17

 

 $

13

Deferred tax expense

 

 

               202

 

 

2,159

Provision for income taxes

 

 $

               219

 

 $

2,172

 

 

 

 

 

 

 

Tax benefit of non-book amortization

 

 $

            2,632

 

 $

2,541

 

 

 

 

 

 

 

Reconciliation of Same Station Net Broadcast Revenue to

  Total Net Broadcast Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Net broadcast revenue - same station

 

 $

40,302

 

 $

41,787

Net broadcast revenue - acquisitions

 

 

                 14

 

 

315

Net broadcast revenue - dispositions

 

 

546

 

 

217

Net broadcast revenue - format changes

 

 

               546

 

 

411

Total net broadcast revenue

 

 $

          41,408

 

 $

42,730

 

 

 

   

 

 

 

Reconciliation of Same Station Broadcast Operating Expenses to

  Total Broadcast Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Broadcast operating expenses - same station

 

 $

          25,109

 

 $

27,154

Broadcast operating expenses - acquisitions

 

 

                 14

 

 

280

Broadcast operating expenses - dispositions

 

 

                  388

 

 

(68)

Broadcast operating expenses - format changes

 

 

               486

 

 

436

Total broadcast operating expenses

 

 $

          25,997

 

 $

27,802

 

 

 

   

 

 

   

Reconciliation of Same Station Operating Income to

  Total Station Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

Station operating income - same station

 

 $

          15,193

 

 $

14,633

Station operating income - acquisitions

 

 

                -

 

 

35

Station operating income - dispositions

 

 

                  158

 

 

285

Station operating income - format changes

 

 

                   60

 

 

(25)

Total station operating income

 

 $

          15,411

 

 $

14,928

 

 

 

   

 

 

   




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Salem Communications Corporation

 

 

 

 

 

Supplemental Information

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 Three Months Ended

 

 

 March 31,

 

 

2010

 

 

2011

 

 

 (Unaudited)

Reconciliation of Station Operating Income, Internet Operating Income and Publishing Operating Loss to Operating Income

 

 

 

 

 

 

 

 

 

 

Station operating income

 $

                         15,411

 

 $

14,928

Internet operating income

 

622

 

 

851

Publishing operating loss

 

                            (97)

 

 

(39)

Less:

 

 

 

 

 

  Corporate expenses

 

                       (4,269)

 

 

(4,551)

  Depreciation and amortization

 

                       (3,556)

 

 

(3,752)

  Gain (loss) on disposal of assets

 

                            (13)

 

 

4,525

Operating income

$

8,098

 

 $

11,962

 

 

 

 

 

 

Reconciliation of Adjusted EBITDA to

EBITDA  to Net Income

 

 

 

 

 

Adjusted EBITDA

$

11,968

 

 $

11,484

Less:

 

 

 

 

 

  Stock-based compensation

 

                          (332)

 

 

(306)

  Gain (loss) on disposal of assets

 

                            (13)

 

 

4,525

 

 

 

 

 

 

EBITDA

 

                        11,623

 

 

15,703

Plus:

 

 

 

 

 

  Interest income

 

                               48

 

 

43

Less:

 

 

 

 

 

  Depreciation and amortization

 

                       (3,556)

 

 

(3,752)

  Interest expense

 

                       (7,692)

 

 

(7,235)

  Provision for income taxes

 

                          (219)

 

 

(2,172)

Net income

$

                           204

 

 $

2,587

 

 

   

 

 

    

 

 

 Outstanding at

 

 

Applicable  

 

 

 March 31,2011

 

 

 Interest Rate

Selected Debt Data

 

 

 

 

 

  95/8% senior subordinated notes

$

                     270,000

 

 

9.63%

  Revolving credit facility

 

               19,000

 

 

4.40%




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