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     121  0 Kommentare Salem Media Group, Inc. Announces Third Quarter 2023 Total Revenue of $63.5 Million

    Salem Media Group, Inc. (the “company”) (Nasdaq: SALM) released its results for the three and nine months ended September 30, 2023.

    Third Quarter 2023 Results

    For the three months ended September 30, 2023 compared to the three months ended September 30, 2022:

    Consolidated

    • Total revenue decreased 5.0% to $63.5 million from $66.9 million;
    • Total operating expenses increased 31.9% to $99.8 million from $75.6 million;
    • Operating expenses, excluding stock-based compensation expense, debt modification costs, gains and losses on the sale or disposition of assets, impairments, depreciation expense and amortization expense (1) increased 0.2% to $61.0 million from $60.8 million;
    • Operating loss increased to $36.3 million from $8.8 million;
    • Net loss increased to $31.3 million, or $1.15 net loss per share, from $11.9 million, or $0.44 net loss per share;
    • EBITDA (1) decreased to $(33.1) million from $(5.7) million; and
    • Adjusted EBITDA (1) increased 9.3% to $2.5 million from $2.3 million.

    Broadcast

    • Net broadcast revenue decreased 4.2% to $49.0 million from $51.1 million;
    • Station Operating Income (“SOI”) (1) decreased 31.8% to $6.8 million from $10.0 million;
    • Same Station (1) net broadcast revenue decreased 4.9% to $48.6 million from $51.0 million; and
    • Same Station SOI (1) decreased 28.2% to $7.3 million from $10.1 million.

    Digital Media

    • Digital media revenue decreased 2.2% to $10.0 million from $10.2 million; and
    • Digital Media Operating Income (1) decreased 20.9% to $1.5 million from $1.9 million.

    Publishing

    • Publishing revenue decreased 17.5% to $4.6 million from $5.5 million; and
    • Publishing Operating Loss (1) increased 36.6% to $1.4 million from $1.0 million.

    Lesen Sie auch

    Included in the results for the three months ended September 30, 2023 are:

    • A $35.1 million ($26.0 million, net of tax, or $0.95 per share) impairment charge to the value of broadcast licenses in Boston, Chicago, Cleveland, Colorado Springs, Columbus, Dallas, Detroit, Greenville, Little Rock, Miami, New York, Orlando, Philadelphia, Phoenix, Portland, Sacramento, San Diego, San Francisco and Tampa;
    • A $0.7 million ($0.5 million, net of tax, or $0.02 per share) impairment charge to the value of goodwill in Townhall and Salem Author Services;
    • A $0.5 million ($0.3 million, net of tax, or $0.01 per diluted share) net gain on the disposition of asset relates primarily to the $0.4 million pre-tax gain on the sale of radio stations in Seattle, Washington; and
    • A $0.1 million non-cash compensation charge ($0.1 million, net of tax) related to the expense of stock options.

    Included in the results for the three months ended September 30, 2022 are:

    • A $7.7 million ($5.7 million, net of tax, or $0.21 per share) impairment charge to the value of broadcast licenses in Boston, Chicago, Columbus, Dallas, Greenville, Honolulu, Little Rock, Orlando, Philadelphia, Portland, Sacramento, and San Francisco;
    • A $0.2 million ($0.1 million, net of tax) loss on the disposal of assets;
    • A $3.8 million ($2.8 million, net of tax, or $0.10 per share) legal settlement expense; and
    • A $0.1 million non-cash compensation charge related to the expensing of stock options.

    Per share numbers are calculated based on 27,216,787 diluted weighted average shares for the three months ended September 30, 2023 and 2022.

    Year to Date 2023 Results

    For the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022:

    Consolidated

    • Total revenue decreased 2.7% to $192.8 million from $198.2 million;
    • Total operating expenses increased 21.9% to $237.3 million from $194.6 million;
    • Operating expenses, excluding gains or losses on the disposition of assets, stock-based compensation expense, debt modification costs, changes in the estimated fair value of contingent earn-out consideration, impairments, depreciation expense and amortization expense (1) increased 5.4% to $186.2 million from $176.6 million;
    • The company had an operating loss of $44.6 million as compared to operating income of $3.5 million;
    • The company recognized $4.0 million in film distribution income from an unconsolidated equity investment in the nine months ended September 30, 2022;
    • Net loss increased to $43.5 million, or $1.60 net loss per share, from $1.0 million, or $0.04 net loss per share;
    • EBITDA (1) decreased to $(34.3) million from $17.0 million; and
    • Adjusted EBITDA (1) decreased 68.4% to $6.6 million from $20.8 million.

    Broadcast

    • Net broadcast revenue decreased 3.3% to $147.0 million from $152.0 million;
    • SOI (1) decreased 40.7% to $18.5 million from $31.2 million;
    • Same station (1) net broadcast revenue decreased 3.8% to $146.1 million from $151.8 million; and
    • Same station SOI (1) decreased 35.9% to $20.1 million from $31.3 million.

    Digital media

    • Digital media revenue increased 0.1% to $31.3 million; and
    • Digital media operating income (1) decreased 22.4% to $4.8 million from $6.2 million.

    Publishing

    • Publishing revenue decreased 2.7% to $14.4 million from $14.8 million; and
    • Publishing Operating Loss (1) increased 81.3% to $2.9 million from $1.6 million.

    Included in the results for the nine months ended September 30, 2023 are:

    • A $38.4 million ($28.4 million, net of tax, or $1.04 per share) impairment charge to the value of broadcast licenses in Boston, Chicago, Cleveland, Colorado Springs, Columbus, Dallas, Detroit, Greenville, Little Rock, Miami, New York, Orlando, Philadelphia, Phoenix, Portland, Sacramento, San Diego, San Francisco and Tampa;
    • A $2.6 million ($1.9 million, net of tax, or $0.07 per share) impairment charge to the value of goodwill in Townhall and Salem Author Services;
    • A $0.1 million loss on the early retirement of long-term debt associated with the 2024 Notes;
    • A $0.3 million ($0.2 million, net of tax, or $0.01 per diluted share) net gain on the disposition of assets reflects a $3.3 million pre-tax gain on the sale of the economic interests in the leases at our Greenville, South Carolina to a related party and a $0.4 million estimated pre-tax gain on the sale of radio station KNTS-AM and KLFE-FM in Seattle, Washington that was offset by a $3.3 million estimated pre-tax loss on the pending sale of radio station KSAC-FM in Sacramento, California and $0.1 million of net losses from various fixed asset disposals; and
    • A $0.3 million ($0.2 million, net of tax, or $0.01 per share) non-cash compensation charge related to the expense of stock options.

    Included in the results for the nine months ended September 30, 2022 are:

    • A $11.7 million ($8.6 million, net of tax, or $0.32 per share) impairment charge to the value of broadcast licenses in Boston, Chicago, Columbus, Dallas, Greenville, Honolulu, Little Rock, Orlando, Philadelphia, Portland, Sacramento and San Francisco;
    • A $8.5 million ($6.3 million, net of tax, or $0.23 per diluted share) net gain on the disposition of assets related primarily to the $6.5 million pre-tax gain on the sale of land used in the company’s Denver, Colorado broadcast operations, the $1.8 million pre-tax gain on sale of land used in the company’s Phoenix, Arizona broadcast operations, and $0.5 million pre-tax gain on the sale of the company’s radio stations in Louisville, Kentucky offset by various fixed asset disposals;
    • A $4.8 million ($3.5 million, net of tax, or $0.13 per share) legal settlement expense;
    • A $0.1 million ($0.1 million, net of tax) goodwill impairment charge;
    • A $0.2 million ($0.2 million, net of tax, or $0.01 per share) charge for debt modification costs; and
    • A $0.2 million ($0.2 million, net of tax, or $0.01 per share) non-cash compensation charge related to the expensing of stock options.

    Per share numbers are calculated based on 27,216,787 diluted weighted average shares for the nine months ended September 30, 2023, and 27,202,983 diluted weighted average shares for the nine months ended September 30, 2022.

    Balance Sheet

    As of September 30, 2023, the company had $159.4 million outstanding on the 7.125% senior secured notes due 2028 (“2028 Notes”) and $20.5 million outstanding on the ABL facility.

    Acquisitions and Divestitures

    The following transactions were completed since July 1, 2023:

    • On November 6, 2023 the company sold radio stations WGTK-FM, WRTH-FM and WLTE-FM in Greenville, South Carolina for $6.8 million.
    • On July 21, 2023 the company sold radio station KNTS-AM in Seattle, Washington for $0.2 million.
    • On July 13, 2023 the company sold radio station KLFE-AM in Seattle, Washington for $0.5 million. Radio station KLFE-AM was being programmed under a Time Brokerage Agreement (“TBA”) as of August 1, 2022.

    Pending transactions:

    • On October 17, 2023 the company entered into an agreement to sell land in Sarasota, Florida for $9.5 million. The closing is conditional upon getting the property rezoned, and the company expects to close the sale in late 2024.
    • On September 29, 2023 the company entered into an agreement to sell Salem Church Products for $30.0 million. At closing the company will receive $22.5 million in cash and a promissory note of $7.5 million. The principal shall be due and payable in three installments in the amount of $2.5 million starting the one-year anniversary of the closing date in 2024 through 2026. When the transaction closes, the parties will also enter into a $10.0 million multi-year agreement for the company to advertise Gloo platform’s products and services across its radio and digital platform. The company expects to close the sale in the fourth quarter of this year.
    • On September 1, 2023 the company entered into an agreement to sell radio station WTWD-AM and an translator in Tampa, Florida for $0.7 million subject to approval of the Federal Communications Commission (“FCC”). The company expects to close the sale in the fourth quarter of this year.
    • On June 29, 2023 the company entered into an agreement to sell radio station KSAC-FM in Sacramento, California for $1.0 million subject to approval of the FCC. Radio station KSAC-FM started being programmed under a TBA on August 1, 2023. The company expects to close the sale in the fourth quarter of this year.

    Conference Call Information

    The company will host a teleconference to discuss its results on November 13, 2023 at 4:00 p.m. Central Time. To access the teleconference, please dial (888) 770-7291, and then ask to be joined into the Salem Media Group Third Quarter 2023 call or listen via the investor relations portion of the company’s website, located at investor.salemmedia.com. A replay of the teleconference will be available through November 27, 2023 and can be heard by dialing (800) 770-2030, passcode 2413416 or on the investor relations portion of the company’s website, located at investor.salemmedia.com.

    Follow us on Twitter @SalemMediaGrp.

    Fourth Quarter 2023 Outlook

    For the fourth quarter of 2023, the company is projecting total revenue to decline between 6% and 8% from the fourth quarter 2022 total revenue of $68.8 million. This guidance assumes the closing of the pending sale of Salem Church Products in the fourth quarter. Excluding the impact of the 2022 political revenue and the financial results from the pending asset sale, the company would project total revenue to decline between 2% and 4%. The company is also projecting operating expenses before gains or losses on the sale or disposal of assets, stock-based compensation expense, legal settlement, changes in the estimated fair value of contingent earn-out consideration, impairments, depreciation expense and amortization expense (“Recurring Operating Expenses”) to be between flat and a decrease 3% compared to the fourth quarter of 2022 Recurring Operating Expenses of $61.6 million. Excluding the impact of the pending asset sale, expenses are projected to be between an increase of 1% and a decrease of 2%.

    A reconciliation of Recurring Operating Expenses (a non-GAAP measure) 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 Salem Media Group, Inc.

    Salem Media Group is America’s leading multimedia company specializing in Christian and conservative content, with media properties comprising radio, digital media and book and newsletter publishing. Each day Salem serves a loyal and dedicated audience of listeners and readers numbering in the millions nationally. With its unique programming focus, Salem provides compelling content, fresh commentary and relevant information from some of the most respected figures across the Christian and conservative media landscape. Learn more about Salem Media Group, Inc. at www.salemmedia.com.

    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 the company to close and integrate announced transactions, market acceptance of the company’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 the company’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. The company undertakes no obligation to update or revise any forward-looking statements to reflect new information, changed circumstances or unanticipated events.

    (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”), Same Station net broadcast revenue, Same Station broadcast operating expenses, Same Station Operating Income, Digital Media Operating Income, Publishing Operating Loss, and operating expenses excluding gains or losses on the disposition of assets, stock-based compensation, changes in the estimated fair value of contingent earn-out consideration, impairments, depreciation and amortization, all of which are non-GAAP financial measures. The company believes that these non-GAAP financial measures provide useful information about its core operating results, and thus, are appropriate to enhance the overall understanding of its financial performance. These non-GAAP financial measures are intended to provide management and investors a more complete understanding of its underlying operational results, trends and performance.

     

     

    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 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 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 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 Loss, EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures reported by other companies.

     

     

    The company defines Same Station net broadcast revenue as broadcast revenue from its radio stations and networks that the company owns or operates in the same format on the first and last day of each quarter, as well as the corresponding quarter of the prior year. The company defines Same Station broadcast operating expenses as broadcast operating expenses from its radio stations and networks that the company owns or operates in the same format on the first and last day of each quarter, as well as the corresponding quarter of the prior year. The company defines Same Station SOI as Same Station net broadcast revenue less Same Station broadcast operating expenses. Same Station operating results include those stations that the company owns or operates in the same format on the first and last day of each quarter, as well as the corresponding quarter of the prior year. Same Station operating results for a full calendar year are calculated as the sum of the Same Station operating results for each of the four quarters of that year. The company uses Same Station operating results, a non-GAAP financial measure, both in presenting its results to stockholders and the investment community, and in its internal evaluations and management of the business. The company believes that Same Station operating results provide a meaningful comparison of period over period performance of its core broadcast operations as this measure excludes the impact of new stations, the impact of stations the company no longer owns or operates, and the impact of stations operating under a new programming format. The company’s presentation of Same Station operating results is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. The company’s definition of Same Station operating results is not necessarily comparable to similarly titled measures reported by other companies.

     

     

    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.

     

    Salem Media Group, Inc.
    Condensed Consolidated Statements of Operations
    (in thousands, except share and per share data)

     

    Three Months Ended

    Nine Months Ended

    September 30,

    September 30,

    2022

     

    2023

     

    2022

     

    2023

     

    (Unaudited)

    Net broadcast revenue

    $

    51,136

     

    $

    48,966

     

    $

    152,020

     

    $

    146,986

     

    Net digital media revenue

    10,189

     

    9,965

     

    31,293

     

    31,335

     

    Net publishing revenue

    5,537

     

    4,566

     

    14,840

     

    14,439

     

    Total revenue

    66,862

     

    63,497

     

    198,153

     

    192,760

     

    Operating expenses:

     

     

     

     

    Broadcast operating expenses

    41,178

     

    42,171

     

    120,837

     

    128,498

     

     

    Legal settlement

     

     

    3,825

     

     

     

     

     

     

    4,776

     

     

     

     

    Digital media operating expenses

    8,333

     

    8,496

     

    25,079

     

    26,516

     

    Publishing operating expenses

    6,542

     

    5,939

     

    16,441

     

    17,341

     

    Unallocated corporate expenses

    4,840

     

    4,514

     

    14,431

     

    14,165

     

     

    Debt modification costs

     

     

    2

     

     

     

     

     

     

    250

     

     

     

     

     

    Depreciation and amortization

     

     

    3,034

     

     

     

    3,377

     

     

     

    9,500

     

     

     

    10,291

     

     

    Change in the estimated fair value of contingent earn-out consideration

     

     

     

     

     

    (100

    )

     

     

    (5

    )

     

     

    (102

    )

     

    Impairment of indefinite-lived long-term assets other than goodwill

     

     

    7,725

     

     

     

    35,113

     

     

     

    11,660

     

     

     

    38,376

     

     

    Impairment of goodwill

     

     

     

     

     

    733

     

     

     

    127

     

     

     

    2,580

     

    Net (gain) loss on the disposition of assets

    167

     

    (456

    )

    (8,461

    )

    (334

    )

    Total operating expenses

    75,646

     

    99,787

     

    194,635

     

    237,331

     

    Operating income (loss)

    (8,784

    )

    (36,290

    )

    3,518

     

    (44,571

    )

    Other income (expense):

     

     

     

     

    Interest income

    17

     

    14

     

    166

     

    40

     

    Interest expense

    (3,142

    )

    (3,626

    )

    (9,925

    )

    (10,596

    )

    Gain (loss) on early retirement of long-term debt

     

     

    (18

    )

    (60

    )

     

    Earnings (loss) from equity method investment

     

     

    102

     

     

     

    7

     

     

     

    4,015

     

     

     

    (4

    )

    Net miscellaneous income and (expenses)

    (19

    )

    (184

    )

    (19

    )

    27

     

    Net loss before income taxes

    (11,826

    )

    (40,079

    )

    (2,263

    )

    (55,164

    )

    Provision for (benefit from) income taxes

    59

     

    (8,782

    )

    (1,234

    )

    (11,619

    )

    Net loss

    $

    (11,885

    )

    $

    (31,297

    )

    $

    (1,029

    )

    $

    (43,545

    )

     

     

     

     

    Basic loss per share Class A and Class B common stock

    $

    (0.44

    )

    $

    (1.15

    )

    $

    (0.04

    )

    $

    (1.60

    )

    Diluted loss per share Class A and Class B common stock

    $

    (0.44

    )

    $

    (1.15

    )

    $

    (0.04

    )

    $

    (1.60

    )

     

     

     

     

    Basic weighted average Class A and Class B common stock shares outstanding

    27,216,787

     

    27,216,787

     

    27,202,983

     

    27,216,787

     

    Diluted weighted average Class A and Class B common stock shares outstanding

    27,216,787

     

    27,216,787

     

    27,202,983

     

    27,216,787

     

     

     

    Salem Media Group, Inc.
    Condensed Consolidated Balance Sheets
    (in thousands)

     

     

     

     

     

     

     

     

     

     

    December 31, 2022

     

     

    September 30, 2023

     

     

     

     

     

     

    (Unaudited)

    Assets

     

     

     

     

     

     

    Cash

     

    $

     

    $

    Accounts receivable, net

     

     

    30,756

     

     

    29,558

    Other current assets

     

     

    14,301

     

     

    24,237

    Property and equipment, net

     

     

    81,296

     

     

    80,077

    Operating and financing lease right-of-use assets

     

     

    43,734

     

     

    45,179

    Intangible assets, net

     

     

    330,008

     

     

    287,234

    Deferred financing costs

     

     

    681

     

     

    77

    Other assets

     

     

    4,346

     

     

    4,938

    Total assets

     

    $

    505,122

     

    $

    471,300

     

     

     

     

     

     

     

    Liabilities and Stockholders’ Equity

     

     

     

     

     

     

    Current liabilities

     

    $

    64,610

     

    $

    81,430

    Long-term debt

     

     

    150,367

     

     

    152,611

    Operating and financing lease liabilities, less current portion

     

     

    42,445

     

     

    42,846

    Deferred income taxes

     

     

    66,732

     

     

    55,077

    Other liabilities

     

     

    5,611

     

     

    7,184

    Stockholders’ Equity

     

     

    175,357

     

     

    132,152

    Total liabilities and stockholders’ equity

     

    $

    505,122

     

    $

    471,300

     

    SALEM MEDIA GROUP, INC.

    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

     

    Treasury

     

     

     

    Shares

     

    Amount

     

    Shares

     

    Amount

     

    Capital

     

    Deficit

     

    Stock

     

    Total

    Stockholders’ equity, December 31, 2021

    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, March 31, 2022

    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, June 30, 2022

    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, September 30, 2022

    23,980,741

     

    $

    232

     

    5,553,696

     

    $

    56

     

    $

    248,764

     

    $

    (37,538

    )

     

    $

    (34,006

    )

     

    $

    177,508

     

     

    Class A

     

    Class B

     

     

     

     

     

     

     

     

     

    Common Stock

     

    Common Stock

     

    Additional

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Paid-In

     

    Accumulated

     

    Treasury

     

     

     

    Shares

     

    Amount

     

    Shares

     

    Amount

     

    Capital

     

    Deficit

     

    Stock

     

    Total

    Stockholders’ equity, December 31, 2022

    23,980,741

     

    $

    232

     

    5,553,696

     

    $

    56

     

    $

    248,820

     

    $

    (39,745

    )

     

    $

    (34,006

    )

     

    $

    175,357

     

    Stock-based compensation

     

     

     

     

     

     

     

    75

     

     

     

     

     

     

     

     

    75

     

    Net loss

     

     

     

     

     

     

     

     

     

    (5,154

    )

     

     

     

     

     

    (5,154

    )

    Stockholders’ equity, March 31, 2023

    23,980,741

     

    $

    232

     

    5,553,696

     

    $

    56

     

    $

    248,895

     

    $

    (44,899

    )

     

    $

    (34,006

    )

     

    $

    170,278

     

    Stock-based compensation

     

     

     

     

     

     

     

    136

     

     

     

     

     

     

     

     

    136

     

    Net loss

     

     

     

     

     

     

     

     

     

    (7,094

    )

     

     

     

     

     

    (7,094

    )

    Stockholders’ equity, June 30, 2023

    23,980,741

     

    $

    232

     

    5,553,696

     

    $

    56

     

    $

    249,031

     

    $

    (51,993

    )

     

    $

    (34,006

    )

     

    $

    163,320

     

    Stock-based compensation

     

     

     

     

     

     

     

    129

     

     

     

     

     

     

     

     

    129

     

    Net loss

     

     

     

     

     

     

     

     

     

    (31,297

    )

     

     

     

     

     

    (31,297

    )

    Stockholders’ equity, September 30, 2023

    23,980,741

     

    $

    232

     

    5,553,696

     

    $

    56

     

    $

    249,160

     

    $

    (83,290

    )

     

    $

    (34,006

    )

     

    $

    132,152

     

     

    Salem Media Group, Inc.
    Supplemental Information
    (in thousands)

     

    Three Months Ended

    Nine Months Ended

    September 30,

    September 30,

    2022

    2023

    2022

    2023

    (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

    $

    75,646

     

    $

    99,787

     

    $

    194,635

     

    $

    237,331

     

    Less legal settlement

     

     

    (3,825

    )

     

     

     

     

     

    (4,776

    )

     

     

     

    Less debt modification costs

     

     

    (2

    )

     

     

     

     

     

    (250

    )

     

     

     

    Less depreciation and amortization expense

     

     

    (3,034

    )

     

     

    (3,377

    )

     

     

    (9,500

    )

     

     

    (10,291

    )

    Less change in estimated fair value of contingent earn-out consideration

     

    100

     

    5

     

    102

     

    Less impairment of indefinite-lived long-term assets other than goodwill

     

     

    (7,725

    )

     

     

    (35,113

    )

     

     

    (11,660

    )

     

     

    (38,376

    )

    Less impairment of goodwill

     

     

     

     

     

    (733

    )

     

     

    (127

    )

     

     

    (2,580

    )

    Less net gain (loss) on the disposition of assets

    (167

    )

    456

     

    8,461

     

    334

     

    Less stock-based compensation expense

     

     

    (54

    )

     

     

    (129

    )

     

     

    (228

    )

     

     

    (340

    )

    Total Recurring Operating Expenses

    $

    60,839

     

    $

    60,991

     

    $

    176,560

     

    $

    186,180

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Reconciliation of Net Broadcast Revenue to Same Station Net Broadcast Revenue

    Net broadcast revenue

     

    $

    51,136

     

     

    $

    48,966

     

     

    $

    152,020

     

     

    $

    146,986

     

    Net broadcast revenue – acquisitions

     

    (410

    )

     

     

    (908

    )

    Net broadcast revenue – dispositions

     

     

    (88

    )

     

     

     

     

     

    (203

    )

     

     

    (24

    )

    Net broadcast revenue – format change

     

     

     

     

     

     

    Same Station net broadcast revenue

     

    $

    51,048

     

     

    $

    48,556

     

     

    $

    151,817

     

     

    $

    146,054

     

     

     

     

     

    Reconciliation of Broadcast Operating Expenses to Same Station Broadcast Operating Expenses

    Broadcast operating expenses

     

    $

    41,178

     

     

    $

    42,171

     

     

    $

    120,837

     

     

    $

    128,498

     

    Broadcast operating expenses – acquisitions

     

    (851

    )

     

     

    (15

    )

     

     

    (2,382

    )

    Broadcast operating expenses – dispositions

     

     

    (253

    )

     

     

    (33

    )

     

     

    (332

    )

     

     

    (131

    )

    Broadcast operating expenses – format change

     

     

     

     

     

     

    Same Station broadcast operating expenses

     

    $

    40,925

     

     

    $

    41,287

     

     

    $

    120,490

     

     

    $

    125,985

     

     

     

     

     

    Reconciliation of SOI to Same Station SOI

     

     

     

     

     

     

     

     

     

     

     

     

    Station Operating Income

    $

    9,958

     

    $

    6,795

     

    $

    31,183

     

     

    $

    18,488

     

    Station operating (income) loss – acquisitions

     

     

     

     

     

    441

     

     

     

    15

     

     

     

    1,474

     

    Station operating (income) loss – dispositions

    165

     

     

     

    33

     

     

     

    129

     

     

     

    107

     

    Station operating (income) loss – format change

     

     

     

     

     

     

     

     

     

     

     

    Same Station - Station Operating Income

    $

    10,123

     

    $

    7,269

     

    $

    31,327

     

    $

    20,069

     

     

    Salem Media Group, Inc.
    Supplemental Information
    (in thousands)

     

    Three Months Ended

    Nine Months Ended

    September 30,

    September 30,

    2022

    2023

    2022

    2023

    (Unaudited)

    Calculation of Station Operating Income, Digital Media Operating Income and Publishing Operating Loss

    Net broadcast revenue

    $

    51,136

     

    $

    48,966

     

    $

    152,020

     

    $

    146,986

     

    Less broadcast operating expenses

     

     

    (41,178

    )

     

     

    (42,171

    )

     

     

    (120,837

    )

     

     

    (128,498

    )

    Station Operating Income

    $

    9,958

     

    $

    6,795

     

    $

    31,183

     

    $

    18,488

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net digital media revenue

    $

    10,189

     

    $

    9,965

     

    $

    31,293

     

    $

    31,335

     

    Less digital media operating expenses

     

     

    (8,333

    )

     

     

    (8,496

    )

     

     

    (25,079

    )

     

     

    (26,516

    )

    Digital Media Operating Income

    $

    1,856

     

    $

    1,469

     

    $

    6,214

     

    $

    4,819

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Net publishing revenue

    $

    5,537

     

    $

    4,566

     

    $

    14,840

     

    $

    14,439

     

    Less publishing operating expenses

     

     

    (6,542

    )

     

     

    (5,939

    )

     

     

    (16,441

    )

     

     

    (17,341

    )

    Publishing Operating Loss

    $

    (1,005

    )

    $

    (1,373

    )

    $

    (1,601

    )

    $

    (2,902

    )

    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 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, and before non-cash compensation expense. The table below presents a reconciliation of Adjusted EBITDA (1) to Net 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

    September 30,

    Nine Months Ended

    September 30,

    2022

    2023

    2022

    2023

    (Unaudited)

    Reconciliation of EBITDA and Adjusted EBITDA to Net Loss

    Net loss

     

    $

    (11,885

    )

     

    $

    (31,297

    )

     

    $

    (1,029

    )

     

    $

    (43,545

    )

    Plus interest expense, net of capitalized interest

    3,142

     

    3,626

     

    9,925

     

     

    10,596

     

    Plus provision for (benefit from) income taxes

     

     

    59

     

     

     

    (8,782

    )

     

     

    (1,234

    )

     

     

    (11,619

    )

    Plus depreciation and amortization

    3,034

     

    3,377

     

    9,500

     

     

    10,291

     

    Less interest income

     

     

    (17

    )

     

     

    (14

    )

     

     

    (166

    )

     

     

    (40

    )

    EBITDA

    $

    (5,667

    )

    $

    (33,090

    )

    $

    16,996

     

    $

    (34,317

    )

    Plus net (gain) loss on the disposition of assets

     

     

    167

     

     

     

    (456

    )

     

     

    (8,461

    )

     

     

    (334

    )

    Plus change in the estimated fair value of contingent

    earn-out consideration

     

    (100

    )

    (5

    )

     

    (102

    )

    Plus debt modification costs

     

     

    2

     

     

     

     

     

     

    250

     

     

     

     

    Plus impairment of indefinite-lived long-term assets

    other than goodwill

     

     

    7,725

     

     

     

    35,113

     

     

     

    11,660

     

     

     

    38,376

     

    Plus impairment of goodwill

     

     

     

     

     

    733

     

     

     

    127

     

     

     

    2,580

     

    Plus net miscellaneous (income) and expenses

     

     

    19

     

     

     

    184

     

     

     

    19

     

     

     

    (27

    )

    Plus (gain) loss on early retirement of long- term

    debt

     

     

     

     

     

     

     

     

    18

     

     

     

    60

     

    Plus non-cash stock-based compensation

     

     

    54

     

     

     

    129

     

     

     

    228

     

     

     

    340

     

    Adjusted EBITDA

    $

    2,300

     

    $

    2,513

     

    $

    20,832

     

    $

    6,576

     

     

    Selected Debt Data

    Outstanding at

    Applicable Interest Rate

    September 30, 2023

    Senior Secured Notes due 2028 (1)

    $

    159,416,000

    7.125

    %

    Asset-based revolving credit facility (2)

    $

    20,523,877

     

     

    9.83

    %

    (1)

    $159.4 million notes with semi-annual interest payments at an annual rate of 7.125%.

    (2)

    Outstanding borrowings under the ABL Facility, with interest payments due at SOFR plus 1.5% to 2.0% per annum with a SOFR floor of 0.5% or prime rate plus 0.5% to 1.0% per annum. Effective July 1, the interest payments are SOFR plus 4.0% or prime rate plus 3.0%.

     


    The Salem Media Group (A) Stock at the time of publication of the news with a raise of +1,56 % to 0,760USD on Nasdaq stock exchange (13. November 2023, 21:44 Uhr).


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