Delaware
|
000-26497
|
77-0121400
|
||
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
4880
Santa Rosa Road, Camarillo, California
|
93012
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
release, dated May 9, 2007, of Salem Communications Corporation
regarding its results of operations for the quarter ended March
31,
2007.
|
SALEM
COMMUNICATIONS CORPORATION
|
||
Date:
May 9, 2007
|
By:
/s/ EVAN D. MASYR
|
|
Evan
D. Masyr
|
||
Vice
President - Accounting and
Finance
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
release, dated May 9, 2007, of Salem Communications Corporation
regarding
its results of operations for the quarter ended March 31,
2007.
|
· |
Total
revenue increased 7.8% to $56.1 million from $52.0
million;
|
· |
Operating
income increased 11.2% to $11.9 million from $10.7
million;
|
· |
Net
income increased 9.2% to $3.0 million from $2.7 million;
|
· |
Net
income per diluted share increased 9.1% to $0.12 from
$0.11;
|
· |
EBITDA
increased 11.4% to $15.8 million from $14.1 million;
|
· |
Adjusted
EBITDA increased 14.2% to $13.2 million from $11.6 million;
|
· |
Net
broadcasting revenue increased 3.4% to $50.4 from $48.8
million;
|
· |
Station
operating income (“SOI”) increased 5.1% to $18.0 million from $17.1
million;
|
· |
Same
station net broadcasting revenue increased 3.6% to $49.4 million
from
$47.7 million;
|
· |
Same
station SOI increased 2.9% to $17.9 million from $17.4
million;
|
· |
Same
station SOI margin decreased to 36.3% from
36.5%;
|
· |
Non-broadcast
revenue increased 73.9% to $5.7 million from $3.3 million;
and
|
· |
Non-broadcast
operating income increased to $0.4 million from a loss of $0.2
million.
|
· |
A
$3.3 million gain ($1.8 million gain, net of tax, or $0.07 per diluted
share) on the disposal of assets;
|
· |
A
$0.8 million non-cash compensation charge ($0.5 million, net of tax,
or
$0.02 per share) related to the expensing of stock options consisting
primarily of:
|
o |
$0.5
million non-cash compensation included in corporate expenses; and
|
o |
$0.2
million non-cash compensation included in broadcasting operating
expenses.
|
· |
A
$3.5 million gain ($2.1 million gain, net of tax, or $0.09 per diluted
share) on the disposal of assets;
|
· |
A
$0.3 million gain ($0.01 gain per diluted share) from discontinued
operations, net of tax; and
|
· |
A
$1.3 million non-cash compensation charge ($0.8 million, net of tax,
or
$0.03 per share) related to the expensing of stock options consisting
primarily of:
|
o |
$1.1
million non-cash compensation included in corporate expenses; and
|
o |
$0.2
million non-cash compensation included in broadcasting operating
expenses.
|
2006
|
2007
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
SOI
Margin %
|
Stations
|
Revenue
|
SOI
|
SOI
%
|
Stations
|
Revenue
|
SOI
|
SOI
%
|
||||||||
50%
or greater
|
14
|
$14.4
|
$9.2
|
63.5%
|
20
|
$18.7
|
$11.5
|
61.4%
|
||||||||
30%
to 49%
|
33
|
18.6
|
7.7
|
41.4%
|
26
|
15.1
|
6.1
|
40.4%
|
||||||||
0%
to 29%
|
28
|
8.4
|
1.5
|
18.8%
|
26
|
8.4
|
1.6
|
18.0%
|
||||||||
Less
than 0%
|
25
|
3.4
|
(1.0)
|
(0.7%)
|
27
|
4.0
|
(0.9)
|
(21.9%)
|
||||||||
Subtotal
|
100
|
44.8
|
17.4
|
38.8%
|
99
|
46.2
|
18.3
|
39.4%
|
||||||||
Other
|
-
|
4.0
|
(0.3)
|
(7.0%)
|
-
|
4.2
|
(0.3)
|
(5.9%)
|
||||||||
Total
|
100
|
$48.8
|
$17.1
|
35.0%
|
99
|
$50.4
|
$18.0
|
35.6%
|
· |
WKNR
(850 AM) in Cleveland, Ohio was sold on February 7, 2007 for $7.0
million;
and
|
· |
ChristianMusicPlanet.com
was acquired on February 8, 2007 for $0.3
million.
|
· |
WVRY
(105.1 FM) in Waverly, Tennessee to be sold for $0.9 million;
and
|
· |
KKSN
(910 AM) in Portland, Oregon will be acquired for approximately $4.5
million (this station is operated by Salem under an LMA beginning
February
1, 2007 with call letters KTRO).
|
· |
Total
revenue to be between $58.8 million and $59.3 million compared to
second
quarter 2006 total revenue of $58.1
million;
|
· |
Adjusted
EBITDA to be between $12.9 million and $13.4 million compared to
second
quarter 2006 Adjusted EBITDA of $15.8 million;
and
|
· |
Net
income per diluted share to be approximately
$0.04.
|
· |
Same
station net broadcasting revenue to be between $51.9 million to $52.4
million compared to $52.0 million in second quarter
2006;
|
· |
Non-broadcast
revenue increasing to approximately $6.1 million from $4.7 million in
second quarter 2006;
|
· |
Same
station SOI declining to between $18.0 million and $18.5 million
from
$20.0 million in second quarter 2006;
|
· |
Non-cash
compensation expense of $0.8 million compared to second quarter 2006
non-cash compensation expense of $1.3
million;
|
· |
Increased
marketing and programming costs of $0.9 million primarily on News
Talk
stations in Chicago, Denver, Los Angeles, Louisville and Phoenix,
and on
Contemporary Christian Music stations in Atlanta and
Dallas;
|
· |
Continued
growth from our core block programming business and our underdeveloped
radio stations, particularly our News Talk
stations;
|
· |
Ongoing
softness in the radio advertising market;
and
|
· |
The
impact of recent acquisition and divestiture
transactions.
|
Media
Contact:
|
Investor
/ Analyst Contact:
|
Denise
Davis
|
Eric
Jones
|
Director
of Communications
|
Investor
Relations
|
Salem
Communications
|
Salem
Communications
|
(805)
987-0400 ext. 1081
|
(805)
987-0400 ext. 1048
|
denised@salem.cc
|
ericj@salem.cc
|
Salem
Communications Corporation
|
||
Condensed
Consolidated Statements of Operations
|
||
(in
thousands, except share, per share and margin
data)
|
||
Three
Months Ended
|
||
March
31,
|
||
2006
|
2007
|
|
(unaudited)
|
||
|
||
Net
broadcasting revenue
|
$
48,774
|
$
50,440
|
Non-broadcast
revenue
|
3,252
|
5,654
|
Total
revenue
|
52,026
|
56,094
|
Operating
expenses:
|
|
|
Broadcasting
operating expenses
|
31,694
|
32,483
|
Non-broadcast
operating expenses
|
3,432
|
5,271
|
Corporate
expenses
|
6,440
|
5,814
|
Depreciation
and amortization
|
3,295
|
3,901
|
Gain
on disposal of assets
|
(3,529)
|
(3,269)
|
Total
operating expenses
|
41,332
|
44,200
|
Operating
income
|
10,694
|
11,894
|
Other
income (expense):
|
||
Interest
income
|
46
|
60
|
Interest
expense
|
(6,588)
|
(6,454)
|
Other
expense, net
|
(172)
|
(35)
|
Income
from continuing operations before income taxes
|
3,980
|
5,465
|
Provision
for income taxes
|
1,594
|
2,500
|
Income
from continuing operations
|
2,386
|
2,965
|
Discontinued
operations, net of tax
|
329
|
-
|
Net
income
|
$
2,715
|
$
2,965
|
Other
comprehensive income (loss), net of tax
|
1,036
|
(288)
|
Comprehensive
income
|
$
3,751
|
$
2,677
|
Basic
income per share before discontinued operations
|
$
0.10
|
$
0.12
|
Discontinued
operations, net of tax
|
$
0.01
|
$
-
|
Basic
income per share after discontinued operations
|
$
0.11
|
$
0.12
|
Diluted
income per share before discontinued operations
|
$
0.10
|
$
0.12
|
Discontinued
operations, net of tax
|
$
0.01
|
$
-
|
Diluted
income per share after discontinued operations
|
$
0.11
|
$
0.12
|
Basic
weighted average shares outstanding
|
24,686,517
|
23,848,603
|
Diluted
weighted average shares outstanding
|
24,696,334
|
23,853,068
|
Other
Data:
|
|
|
Station
operating income
|
$
17,080
|
$
17,957
|
Station
operating margin
|
35.0%
|
35.6%
|
Salem
Communications Corporation
|
||||
Condensed
Consolidated Balance Sheets
|
||||
(in
thousands)
|
||||
December
31,
|
March
31,
|
|||
2006
|
2007
|
|||
(unaudited)
|
||||
Assets
|
||||
Cash
|
$
710
|
$
598
|
||
Accounts
receivable, net
|
31,984
|
30,214
|
||
Deferred
income taxes
|
5,020
|
4,943
|
||
Other
current assets
|
2,881
|
2,943
|
||
Property,
plant and equipment, net
|
128,713
|
129,620
|
||
Intangible
assets, net
|
508,410
|
504,947
|
||
Bond
issue costs
|
593
|
556
|
||
Bank
loan fees
|
2,996
|
2,741
|
||
Fair
value of interest rate swaps
|
1,290
|
913
|
||
Other
assets
|
3,667
|
3,770
|
||
Total
assets
|
$
686,264
|
$
681,245
|
||
Liabilities
and Stockholders' Equity
|
||||
Current
liabilities
|
$
27,295
|
$
28,923
|
||
Long-term
debt and capital lease obligations
|
358,978
|
346,821
|
||
Deferred
income taxes
|
53,935
|
58,114
|
||
Other
liabilities
|
8,340
|
8,269
|
||
Stockholders'
equity
|
237,716
|
239,118
|
||
Total
liabilities and stockholders' equity
|
$
686,264
|
$
681,245
|
||
|
|
Supplemental
Information
|
|||||
(in
thousands)
|
|||||
Three
Months Ended
|
|||||
March
31,
|
|||||
2006
|
2007
|
||||
(unaudited)
|
|||||
Capital
expenditures
|
|||||
Acquisition
related / income producing
|
$
3,273
|
$
2,534
|
|||
Maintenance
|
1,757
|
2,650
|
|||
Total
capital expenditures
|
$
5,030
|
$
5,184
|
|||
Tax
information
|
|||||
Cash
tax expense
|
$
-
|
$
168
|
|||
Deferred
tax expense
|
1,594
|
2,332
|
|||
Provision
for income taxes
|
$
1,594
|
$
2,500
|
|||
Tax
benefit of non-book amortization
|
$
3,577
|
$
4,176
|
|||
Reconciliation
of Same Station Net Broadcasting Revenue to
|
|||||
Total
Net Broadcasting Revenue
|
|||||
Net
broadcasting revenue - same station
|
$
47,689
|
$
49,399
|
|||
Net
broadcasting revenue - acquisitions
|
172
|
477
|
|||
Net
broadcasting revenue - dispositions
|
587
|
-
|
|||
Net
broadcasting revenue - format changes
|
326
|
564
|
|||
Total
net broadcasting revenue
|
$
48,774
|
$
50,440
|
|||
|
|
||||
Reconciliation
of Same Station Broadcasting Operating Expenses to
|
|||||
Total
Broadcasting Operating Expenses
|
|||||
Broadcasting
operating expenses - same station
|
$
30,274
|
$
31,471
|
|||
Broadcasting
operating expenses - acquisitions
|
176
|
429
|
|||
Broadcasting
operating expenses - dispositions
|
667
|
42
|
|||
Broadcasting
operating expenses - format changes
|
577
|
541
|
|||
Total
broadcasting operating expenses
|
$
31,694
|
$
32,483
|
|
|
|
|
|
||||
Reconciliation
of Same Station Station Operating Income to
|
|||||
Total
Station Operating Income
|
|||||
Station
operating income - same station
|
$
17,415
|
$
17,928
|
|||
Station
operating income - acquisitions
|
(4)
|
48
|
|||
Station
operating income - dispositions
|
(80)
|
(42)
|
|||
Station
operating income - format changes
|
(251)
|
23
|
|||
Total
station operating income
|
$
17,080
|
$
17,957
|
|
|
|
|
|
Salem
Communications Corporation
|
|||||
Supplemental
Information
|
|||||
(in
thousands)
|
|||||
Three
Months Ended
|
|||||
March
31,
|
|||||
2006
|
2007
|
||||
(unaudited)
|
|||||
Reconciliation
of Station Operating Income and Non-Broadcast
|
|||||
Operating
Income to Operating Income
|
|||||
Station
operating income
|
$
17,080
|
$
17,957
|
|||
Non-broadcast
operating income
|
(180)
|
383
|
|||
Less:
|
|||||
Corporate
expenses
|
(6,440)
|
(5,814)
|
|||
Depreciation
and amortization
|
(3,295)
|
(3,901)
|
|||
Gain
on disposal of assets
|
3,529
|
3,269
|
|||
Operating
income
|
$
10,694
|
$
11,894
|
|||
Reconciliation
of Adjusted EBITDA to EBITDA to Net Income
|
|||||
Adjusted
EBITDA
|
$
11,597
|
$
13,245
|
|||
Less:
|
|||||
Stock-based
compensation
|
(1,309)
|
(754)
|
|||
Discontinued
operations, net of tax
|
329
|
-
|
|||
Gain
on disposal of assets
|
3,529
|
3,269
|
|||
EBITDA
|
14,146
|
15,760
|
|
||
Plus:
|
|||||
Interest
income
|
46
|
60
|
|||
Less:
|
|||||
Depreciation
and amortization
|
(3,295)
|
(3,901)
|
|||
Interest
expense
|
(6,588)
|
(6,454)
|
|||
Provision
for income taxes
|
(1,594)
|
(2,500)
|
|||
Net
income
|
$
2,715
|
$
2,965
|
|||
Applicable
|
|||||
Outstanding
|
Interest
|
||||
at
3/31/2007
|
Rate
|
||||
Selected
Debt and Swap Data
|
|||||
7
3/4% senior subordinated notes
|
$
100,000
|
7.75%
|
|||
Senior
bank term loan B debt (1)
|
73,125
|
7.13%
|
|||
Senior
bank term loan C debt (swap matures 7/1/2012) (2)
|
30,000
|
6.74%
|
|||
Senior
bank term loan C debt (swap matures 7/1/2012) (2)
|
30,000
|
6.45%
|
|||
Senior
bank term loan C debt (swap matures 7/1/2012) (2)
|
30,000
|
6.28%
|
|||
Senior
bank term C debt (at variable rates) (1)
|
74,175
|
7.13%
|
|||
Senior
bank revolving debt (at variable rates) (1)
|
8,500
|
7.13%
|
|||
Swingline
credit facility (3)
|
-
|
8.25%
|
|||
|
|||||
(1)
Subject to rolling LIBOR plus a spread currently at 1.75% and incorporated
into the rate set forth above.
|
|||||
(2)
Under its swap agreements, the Company pays a fixed rate plus a
spread
based on the Company's leverage, as defined in its
|
|||||
credit
agreement. As of March 31, 2007, that spread was 1.75% and is incorporated
into the applicable interest rates set
|
|||||
forth
above.
|
|||||
(3)
Subject to prime interest rate.
|
|||||
Salem
Communications Corporation
|
|||
Supplemental
Information
|
|||
(in
millions)
|
|||
Projected
|
|||
Three
Months Ending
|
Three
Months
|
||
June
30, 2007
|
Ended
|
||
Low
|
High
|
June
30, 2006
|
|
(unaudited)
|
|||
Reconciliation
of Station Operating Income to Operating Income
|
|||
Station
operating income
|
$
17.9
|
$
18.4
|
|
Plus:
|
|||
Non-broadcast
revenue
|
6.0
|
6.0
|
|
Less:
|
|||
Non-broadcast
operating expenses
|
(5.7)
|
(5.7)
|
|
Corporate
expenses
|
(5.6)
|
(5.6)
|
|
Stock-based
compensation (corporate expense portion)
|
(0.6)
|
(0.6)
|
|
Depreciation
and amortization
|
(3.8)
|
(3.8)
|
|
Operating
income
|
$
8.2
|
$
8.7
|
|
Reconciliation
of Same Station Net Broadcasting Revenue to
|
|||
Total
Net Broadcasting Revenue
|
|||
Net
broadcasting revenue - same station
|
$
51.9
|
$
52.4
|
$
52.0
|
Net
broadcasting revenue - acquisitions / dispositions / format
changes
|
0.8
|
0.8
|
1.4
|
Total
net broadcasting revenue
|
$
52.7
|
$
53.2
|
$
53.4
|
Reconciliation
of Same Station Station Operating Income to
|
|||
Total
Station Operating Income
|
|||
Station
operating income - same station
|
$
18.0
|
$
18.5
|
$
20.0
|
Station
operating income - acquisitions / dispositions / format
changes
|
(0.1)
|
(0.1)
|
(0.1)
|
Total
station operating income
|
$
17.9
|
$
18.4
|
$
19.9
|