Spanish Broadcasting System, Inc. (SBSAA) Earnings Call Transcript & Summary

Good day, and welcome to the Spanish Broadcasting Fourth Quarter and Full Year 2022 Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Mr. Brad Edwards, Investor Relations. Please go ahead, sir.

Thanks, Chuck, and good morning, everyone. Before we begin, please recognize that certain statements on this conference call are not historical fact. They may be deemed therefore to be forward-looking statements under the Private Securities Litigation Reform Act of 1995. In particular, statements about future results expected to be obtained from the company's current strategic initiatives are forward-looking statements. Many important factors may cause the company's actual results to differ materially from those discussed in any such forward-looking statements. Spanish Broadcasting System undertakes no obligation to publicly update or revise its forward-looking statements. Please also note that we will be discussing non-GAAP financial measures. The company believes that operating income before depreciation and amortization, gain on the disposal of assets, recapitalization costs and other operating income or expense, excluding non-cash stock-based compensation or adjusted OIBDA, is useful in evaluating its performance because it reflects the measure of performance for the company's stations before considering costs and expenses related to capital structure and dispositions. This information is not intended to be considered in isolation or as a substitute for operating income, net income or loss, cash flows from operating activities or any other measure used in determining the company's operating performance or liquidity that is calculated in accordance with U.S. GAAP. A reconciliation of the company's U.S. GAAP information to adjusted OIBDA is provided in the tables attached to the company's fourth quarter and full year 2022 earnings release, which is available on the investor relations section of the company's website at www.spanishbroadcasting.com. I will now turn the conference over to Mr. Albert Rodriguez.

Good morning, ladies and gentlemen. Welcome to the SBS 2022 Fourth Quarter and Full Year Earnings Conference Call. On today's call, we will provide an overview of recent operating developments and review our financial results. Joining me today are Jose Molina, our Chief Financial Officer; and Richard Lara, our General Counsel. Our fourth quarter results finished another year of strong audio and consolidated revenue growth as well as key strategic accomplishments and investments, we significantly expanded our aggregate audience in 2022 as well as redefined our multimedia platform to best position SBS for accelerated growth in 2023 and beyond. On the audio side, we acquired 2 Florida stations, Orlando's 95.3 WPYO FM and Tampa's 97.1 WSUN FM, which continue to perform ahead of our expectations following the launch of our El Zol Spanish tropical format. In the last 12 years, 2022 versus 2010, overall, these markets have grown by double-digit percentages even among the general population. Yes, among the general population. As we previously forecasted, we are on track to be profitable within both of these stations in 2023. Today, we operate the largest Hispanic audio platform in Florida and our station acquisitions built on our existing leadership in one of the nation's largest Hispanic markets. Among Hispanics, these markets have exploded, Tampa, plus 72%; Orlando, plus 89%; Houston, plus 42%. More than 1 in 5 people are Hispanic in Tampa, 21%; more than 1 in 3 people are Hispanic in Orlando, 36%; and more than 1 in 3 people are Hispanic in Houston, 36%. In the recent Nielsen HDMA Fall 2022 book, Houston ranked third, surpassed fourth-ranked Miami and grew #3 DMA national rank after Los Angeles ranked #1 and New York, which is ranked #2. In addition, we recently announced the acquisition of KROI, a FM audio broadcast station serving the Houston market. KROI is a natural addition to our audio station footprint and is consistent with our strategy to broaden our connection with Latinos nationwide. We are excited to bring out content, talent and commitment to the Houston market as we look to deliver a compelling experience to listeners and unique advertising opportunities to connect brands with the rapidly expanding Latino population. Houston is also one of the nation's top audio revenue markets. Looking at our digital platforms, we have launched our pure-play digital marketing department, DigIdea Digital Marketing Solutions. The addition of DigIdea Digital Marketing Solutions makes SBS a one-stop shop for business for marketing needs, DigIdea allows advertisers across industries and of different sizes build complete marketing solutions to meet their target consumers at all stages of the purchase journey. Lastly, earlier this year, we completed the sale of MegaTV to Voz Media for approximately $64 million. We will always be proud of the almost 2 decades of Emmy award winning achievements of MegaTV delivered. We are glad it will be operated by another dedicated Hispanic owner who will continue the station's commitment to serving the nation's Latino population. Taking together, we have refined our multi-platform assets and taking steps to strengthen our connections with Latino nationwide as well as our ability to connect brands with the rapidly growing Latino population. At SBS, we have always been committed to operating the best diverse minority-owned Spanish language audio and digital entertainment platform in the nation. The targeted investments we are making will build on our market leadership and history of industry outperformance. Now let us review our operations, and we will start with our AIRE Radio Network. For the fourth quarter of 2022, AIRE Radio Networks outpaced the marketplace and all of the top broadcasters in America by 13%. Miller Kaplan reported network spot down by 9%, while AIRE Radio Networks delivered an outstanding performance of 4%. The key categories of the period were telecommunications of 1300%, insurance by 1400%, home improvement by 113%, consumer packaged goods by 47%, government by 47%, AIRE Network made revenue history and achieved the record-breaking level that had never been achieved before. AIRE Radio Networks the largest minority-owned Hispanic audio network delivering 42% of all Spanish language listeners across the country, continues its commitment to super-serving Hispanics. AIRE Radio Networks reached nearly a 1/4, 22% of all Hispanic consumers each month across more than 300 affiliates, NMSDC-certified with presence in the top 50 U.S. Hispanic markets. Some of the key highlights for AIRE's initiatives included Terrible morning show, La Mezcla Con with Alex Sensation, the influencer network delivering campaign messaging through a national platform while penetrating local markets and Artistas360, where brands are aligned with Latin artists. Now we look at our auto division. We are celebrating rating success, engagement and loyalty across New York, Los Angeles, Miami, Puerto Rico, Chicago, San Francisco, Tampa and Orlando. With our relentless dedication and knowledge of the Hispanic market, not only have we achieved impressive ratings in all of our markets, but we have also experienced a significant growth in listener loyalty and engagement. Our primary goal has always been to create unique engagement and high-quality content that resonates with our diverse Hispanic audience, our creativity and teamwork have made it possible for us to achieve this objective. We are #1 in New York with WSKQ FM Mega 97.9, #1 in Los Angeles KXOL Mega 96.3 FM, #1 in Miami with WXDJ FM El Zol 106.7, #1 Orlando WPYO FM EL Zol 95.3, #1 Puerto Rico WMEG FM Mega 106.9, #1 San Francisco KRZZ La Raza 93.3. In New York, our programming and on-air team continues to captivate the hearts and minds of one of the most demanding Hispanic audiences in the world. Our ability to innovate and stay ahead of the curve has enabled us to become a staple in the daily lives of millions of New Yorkers and Hispanics across the nation. WSKQ 97.9 is the #1 station in New York and the #1 most listened to online streaming station in the nation. SBS has 3 of the top 20 stations in America regardless of language, adults 18 to 49. In Los Angeles, our program has struck a chord with the vibrating and bustling Hispanic community as our morning show, Omar and Argelia on KXL FM Mega 96.3 has now become one of the top-rated warning shows in the city, beating all of Spanish contemporary stations in the latest Nielsen March 2023 ratings book. Meanwhile, in Miami, we have tapped into the unique cultural blend offering content that reflects its diverse and dynamic character. This has allowed us to establish a strong presence in the market. As we continue to grow our listener base and expand our influence, we are creating a personal touch points with our Hispanic local community. This growing loyalty is a direct result of our consistent focus of delivering content that is relevant, exciting and tailored to the means of our Hispanic and diverse audience. As we move forward, we celebrate these accomplishments and remember that our success is built on the foundation of pushing the boundaries and creativity and innovation as we strive to maintain our position as a leading source of entertainment and information for our family of listeners. WPYO FM El Neuvo Zol 95.3 continues to dominate the Orlando and Central Florida market. Our morning show, El Despelote with Rocky the Kid is again the #1 Hispanic morning show in the entire Orlando market. KLAX La Raza 97.9 is the #1 regional Mexican station with El Chikilin in midday, 10:00 to 3:00. El Chikilin is also on our San Francisco station and across our AIRE radio network. KRZZ is the #1 Hispanic station in San Francisco. In Puerto Rico, we have a station with the #1 in every demographic group with adult 18-34 WMEG La Mega 106.9 is #1 with a 9.3 share and WODA FM La Nueva 94.7, is #2 with 8.7 share and with adults 18-49 WMEG Mega is #1. Turning now to our Live Events Division. SBS closed a multi-year agreement with Oak View Group, the largest developer of sports and live entertainment venues in the world to produce SBS heritage shows just such as Mega Bash and Mega Mezcla and many other shows in its venues in New York, Austin, Palm Springs and many other cities. SBS Entertainment also secured a strategic partnership with touring partner to co-produce Dia Nacional de la Zalsa in Guaya Guaya in Orlando this year. The division continues to see great demand for its shows as a comprehensive show schedule is into place for 2024. Now turning to our mobile and digital platforms and strategic initiatives. Over the last several years, we have had great success transforming SBS into a leading multimedia Hispanic media company. Today, we connect brands with much more than Hispanics have ever seen before and our aggregate audience continues to expand. For our brand partners, there has never been a more important time to have a Latino-focused marketing strategy and outreach program. The Latino population is growing rapidly in size, cultural influence and purchasing power. SBS has the multimedia assets to reach and over 4 decades of experience and commitment to the Latino community across the U.S. As such, we can deliver compelling and integrated advertising opportunities that cross all major media platforms and offer access to coveted demographic groups. As I stated, our aggregate audience continues to grow. As of December 31, our total audience was up 108% compared to Q4 of the prior year. December '22, we had a record of 3.3 million unique listeners to our live audio compared to 1.7 in 2021. Programmatic revenue grew by 157%. The total division revenue grew by 22% year-over-year. Our LaMusica platform reaches over 3.7 million people across all of our devices who combine for over 25 million streaming hours per month. Usage and adoption of LaMusica continues to accelerate as it offers a truly unique mobile and digital experience, including original daily video content, short-form programming, millions of songs and a personalized experience. Overall, we have placed strategic emphasis on identifying new digital revenue streams as well as increasing our CPMs on existing digital offerings. We have launched an in-house agency to allow us to sell additional digital products. Our clients need as SEO, SEM, OTT ads and more. We are also in the process of launching a brand-new podcast division that will add dozens of new unique podcasts unrelated to our existing audio-based podcast. We have high expectations for both of those new initiatives. During the fourth quarter, our total streaming audience surpassed 3.6 million unique listeners per month. This audience delivered 37 million listening hours and over 78 million total sessions in the quarter. Given Hispanics heavily over-index on mobile phone ownership and usage, mobile remains the primary driver of our mobile digital traffic and accounted for approximately 95% of our total digital traffic in the quarter. A key driver of our growth in streaming hours and sessions has been the expansion of our LaMusica user base as well as increasing consumption of our podcast and playlist products with an average time spent listening of over 45 minutes in the most popular categories. In summary, 2022 was a year of many accomplishments, and we are just getting started. Our audio footprint has been significantly strengthened by our acquisitions in Florida and in Texas. Our aggregate audience significantly grew this past year, and our digital platforms and marketing solutions are continuing to gain momentum. We have never been in a stronger position to connect with Latinos nationwide and rapidly expanding Latino population. We see a number of compelling growth opportunities in 2023 and are focused on building on our success to date. Thanks for your time and attention. Now let me turn the call over to Jose Molina for the financial overview. Jose?

Thank you, Albert. Before we turn to our results, I would like to again mention that our results continue to reflect the investments that we have made in our business. Beginning with our start-up stations in Orlando and Tampa, our digital personnel and infrastructure and our programming content. We expect the investments to continue in the near term, after which we should see revenue growth and our margins and profitability normalize. We believe that we are making the necessary and right investments to drive accelerate a long-term growth while also sustaining and building on the power of our brands and market leadership position. It is also important to know that in the comparable prior year period, our radio, television and corporate expenses were impacted by $4.7 million of employee retention credits that were used directly to offset compensation and benefit expenses. Now turning to our fourth quarter results. Our consolidated revenues totaled $48.9 million compared to $46 million for the same prior year period, resulting in an increase of approximately $2.9 million or 6%. Our radio revenues totaled $45.3 million, increasing $3.2 million or 8%. The growth was primarily due to increases in special event revenues and national sales. Our radio revenues totaled $3.5 million, decreasing 9% primarily due to local sales. Our consolidated adjusted OIBDA, a non-GAAP measure, totaled $11.3 million, decreasing $7.3 million or 39%. Excluding the effects of the employee retention credit received in the prior year period, which reduced compensation and benefits, consolidated adjusted OIBDA totaled $11.3 million compared to $13.9 million in the prior period, resulting in a decrease of $2.6 million or 18%. Our consolidated adjusted OIBDA decreased $8.1 million or 34%, primarily due to the increases in operating expenses of $11.3 million, partially offset by the growth in revenues. Radio station operating expenses increased mainly due to increases in compensation and benefits, special event expenses and advertising and promotion. Our television adjusted OIBDA decreased by approximately $900,000 due to lower revenues and an increase of operating expenses related to compensation and benefits. Corporate expenses decreased $1.7 million or 29%, primarily due to lower compensation and benefits. Operating income totaled $10.8 million compared to $17.7 million for the same prior year period, representing a decrease of 39%. Capital expenditures during the fourth quarter were approximately $1.3 million. As of yesterday, we had cash on hand of approximately $9.7 million, which includes the $3.8 million deposit related to the WVOZ TV transaction. In addition, we have the undrawn $15 million revolver fully available, if needed. As noted, on February 9, 2023, we agreed to sell substantially all of our television assets and certain real estate assets in the U.S. and Puerto Rico. These assets comprise of our television operations, known as MegaTV and include our television FCC licenses, programming content, equipment, leases and various contracts used in the operations of MegaTV, and our 2 buildings in Miami, Florida and Puerto Rico where the television studios are located. The total sales price amount to $64 million, of which $57 million are for the assets purchased and $7 million is for a prepaid advertising buy to promote their newly acquired television business during the next 4 years following the close. The sale is expected to receive FCC approval and close late second quarter or early third quarter of 2023. We are not expecting any delays. At close, VOZ will pay $62 million plus or minus any adjustments and net of their $3.8 million non-refundable deposit. The remaining $2 million related to the prepaid advertising buy will be paid within 1 year of the close. Also, on April 3, 2023, we opportunistically and strategically entered into an agreement to acquire an FM radio station in Houston, which is in the nation's third largest Hispanic DMA. We agreed to purchase the FCC license and certain assets and leases used in the operations of KROI FM for $7.5 million. At close, which we expect to occur sometime in the third quarter of 2023, we will pay the remaining balance plus or minus any adjustments and net of our escrow deposit of $375,000. Looking forward to the fiscal year 2023, we expect capital expenditures to be in the range of $3 million to $4 million and cash taxes to be in the range of $4.5 million to $7 million, excluding any additional taxes paid on the WVOZ TV transaction. This will conclude our formal remarks. And with that, I would like to turn the call over to Brad for any questions. Brad?

Thanks, Jose. So we have a number of questions to get through today. The first area of questions that we received were just a little bit more detail on the fourth quarter. So Albert and Jose, could you talk in a little bit more detail about what the drivers were of fourth quarter revenue performance as well as expenses?

So look, national, it was up 21%, and I will give you some color on the categories. Categories, Telecom is performing particularly well, consumer packaged goods, retail is performing well, and it gives us a good outlook for what we are going to see in the future. Pharmaceutical is doing well. And we are optimistic about that. Digital is up double-digit. Special event is up as well. And Jose, you want to talk a little bit about OIBDA?

Sure. OIBDA was down about 20%. Just we are trying to focus on cash sales. In addition, I think there was a question on political sales for the fourth quarter, which totaled consolidated $2.6 million. Radio was $2 million and television was about $600,000. And for the full year, political gross sales totaled $4.5 million, $3.2 million of that was in radio and 1.3% was in television. Just to talk through the expense, and let me just walk you through the expenses in the fourth quarter. Expenses increased a total of about $11.3 million, of which $6 million was related to the lack of an employee retention credit and an increase in compensation and benefits. $2.3 million was related to special events, $1.1 million was related to advertising, promotions and contesting and then $1 million was related to various other expenses. Another way to reconcile these expenses, expenses increased $11.1 million, $4.4 million of those expenses were related to Orlando and Tampa expenses, $5.3 million was related to the lack of employee retention credit and the increase of compensation and benefits and $1.6 million was related to special event expenses.

Thanks, Jose. So investors also asked about an update on the Orlando and Tampa stations. So for Albert, could you give an update on maybe not just ratings performance, but how the stations, if they performing as a whole and what the expectations are over the longer term? And then maybe for Jose, could you discuss how the stations are trending in terms of revenue and EBITDA?

Sure. Look, that is a great question. I am glad you asked the question on Orlando and Tampa with respect to performance. I want to talk about the Orlando station. We took over the station basically in late April, early May. And within the first 90 days, the station we had to basically, we flipped the format of the station and we took the station to #1 basically in the first 90 to 120 days. The station right now in Orlando, 18-49 is basically the #1 station in the market. And in terms of the ratings performance in all the key demos, 18-34, 18-49, it fluctuates anywhere from 6% to 7% share. The morning show does anywhere from a 10 to 11 share, it depends on the book month-to-month. When you look at the Miller Kaplan performance, the Miller Kaplan performance when you look at the historicals, the historicals you look at the history and the history was in the high 20s of what the station typically performed in terms of the station rank, that the station now is in the top 5 total market rank. So we are really proud of the station's revenue performance rank. Tampa, the station is performing rapid as well, not as rapid as Orlando has. The station is in the teens in terms of the ratings performance. The station is probably in the 3 share and the ratings performance is growing double digits, basically week after week. So we are seeing a progression with the ratings performance and with the revenue performance as well. So we are happy with the direction that it is going as well. So we are really happy in terms of both Tampa and Orlando and the direction. And if you have seen my formal comments at the beginning of today's call, I mentioned in our earlier earnings calls, maybe a few months ago, that in 2023, both stations would be breaking even, and we are on track to do that. So we will make money in 2023 on them. Jose, do you want to give color on Tampa and Orlando?

Yes, Albert. Orlando and Tampa combined had net revenues of $2.9 million in the fourth quarter and $4.5 million for the full fiscal year of 2022. Adjusted OIBDA loss totaled approximately $1.5 million in the fourth quarter and $3.1 million for the full fiscal year of 2022. It is important to note that our fourth quarter results and full year results included significant promotional expenditures, mostly one-time in nature. As Albert mentioned, we expect that Orlando and Tampa will be break-even and have positive adjusted OIBDA for 2023. For example, in the first quarter, Orlando has reached breakeven and Tampa is close as well.

Right. So another topic was the pending divestiture of MegaTV. So Albert, could you talk about the strategic rationale behind the sale. And then we got questions as well, Jose around the tax implications and expected use of proceeds from the sale?

Look, I could not be prouder of the history almost 2 decades of Emmy award-winning awards of MegaTV and the great work that our video division has done and the great teamwork. Our audio division does this great work, and we have 3 of the top 20 audio stations in America. And because our audio division continues to grow our content offerings, we believe that, that is the direction that the resources of our company should be focusing on, and that is the direction that we are going to go. And we are going to continue to partner with this group of VOZ Media, and they are going to continue to grow the video platform and we will be partnering with them, and we are excited for them.

And to add some more color to the results and the use of proceeds and tax implications. Let me just add that SBS' management team is really focusing on separating the television segment within our consolidated operations and to provide a smooth transition of these operations to Voz Media. As mentioned in the remarks, we expect to close this deal late second quarter or early third quarter, and we are not expecting any delays. It is important to note that it is not contingent on financing. As we reported in 2023, our television segment will be classified as discontinuing operations. And current and prior year periods going forward will be reflected as such. For simplicity purposes, for modeling purposes, you can assume that most of the television revenue and expenses will be eliminated and any increases in operating expenses will be netted out by some offsetting decreases on operating expenses. Clearly, the transaction is delevering and has a very, very, very preliminary estimate, the gross net asset proceeds of $57 million should net proceeds in the low $40 million range after transaction costs and taxes are considered. As to the use of the net asset proceeds per our indenture, these proceeds can be reinvested within 365 days of receipt to do mainly the following: prepayment of notes at par, acquisition of properties, fund capital expenditures, acquire other assets in a similar business or replace sold assets. And if the proceeds have not been reinvested in 365 days, we must make an offer to purchase the notes at par with the asset sale proceeds in the excess of $10 million. As mentioned earlier, we are primarily focused on the smooth transition and closing of the transaction with both. We continue to analyze and consider the best use of these asset proceeds after we close and are open to consider all available options.

Thanks, Albert and Jose. So we also received some questions around the Houston statement. So looking across the questions received, I think most of the focus is on the rationale for the station as well as what the plans might be with regard to station format or rebranding the stations. So those are probably best for you, Albert. And then for Jose, can you talk about how the Houston acquisition is going to be financed and what the time line to profitability for the station looks like?

Look, I am glad you brought that up. That is an excellent question. I am really happy you brought up Houston. We have been working with Nielsen and the research team and their demographers and we have been looking at how in the last 10 or 12 years, the market of Houston has changed so much, and that is a market-led that if you are serving the Hispanic market, it can be overlooked, and I made in my formal remarks at the very beginning how the Houston market has changed so much. And if you look at the Hispanic DMA 20 years ago, and if you looked at it 10 years ago and you look at it now, Houston surpassed like so many of the Hispanic markets and now it even surpassed Miami. And it is right after L.A. and New York, and it is ranked #3 in America. So how could you not look at Houston. So Houston is a very, very important market in America. And when the opportunity came up, if you are serving the Hispanic market, and we serve it very seriously, we had to seriously consider it when the opportunity came up. We thought that we had to act on it. And we got a very good price for an incredible signal there. And we are going to do really well with it. And we do really well with every single station that we have and look at the stations that we have right now. We have 3 of the top 20 ranked stations in America. Look at some of the top broadcasters. Look at, in particular, the some of the broadcasters that have, let us say, 1000 without mentioning our peers, but some of the broadcasters that have maybe 600 or 1,000 broadcasters in America without mentioning their names, and they do not even have 2 or 3 of the top 20. We only have 22 stations in America, and we have 3 of the top 20. Some that have 1000 stations do not even have 3 in the top 20. We are the second ranked in the top 20. So we know what we are doing. We put up our content team against anyone that does content in America. And we have the #1 station in America. And we have the #7 and the #19 station in America. So we happen to know what we do in terms of producing content, and we deliver. So we are going to deliver big in Houston as we did in 90 days in Orlando, and we are making money this year in Tampa and Orlando. No one does what we do. Jose?

Sure. To build on Albert's point, various opportunistic and strategic acquisition, the Houston acquisition will be funded by the asset sale proceeds that we will receive from the WVOZ TV transaction. The closing of the Houston acquisition is scheduled right after the close of WVOZ Television transaction. As Albert mentioned, look, this acquisition gives us an important footprint in Texas and allows us to unpack all of our offerings in Houston and in Texas, including our highly-rated programming content, streaming assets, AIRE Radio Network, our new SBS global podcasting division, our DigIdea, digital agency offerings, SBS entertainment and events and more. Also, it is important to note that Texas or Houston rather, should be a large political market for 2024 and beyond. As mentioned, we will reformat the station and have standard start-up costs that are required when reformatting a station. These costs can range based on market, competition and synergies. At this time, we are not going to provide any estimates on the start-up cost for Houston. We do believe the Houston station can reach break-even within year 2 of its operations and the projected EBITDA after the start-up stage should be in the range of $1 million to $4 million.