Release – Gray Announces Quarterly Cash Dividend Of $0.08 Per Share 12 2021


Gray Announces Quarterly Cash Dividend Of $0.08 Per Share

 

ATLANTA, Nov. 04, 2021 (GLOBE NEWSWIRE) — Gray Television, Inc. (“Gray”) (NYSE: GTN) announced today that its Board of Directors has authorized a quarterly cash dividend of $0.08 per share of its common stock and Class A common stock. The dividend is payable on December 31, 2021, to shareholders of record at the close of business on December 15, 2021.

About Gray Television:

Gray Television, headquartered in Atlanta, Georgia, is the largest owner of top-rated local television stations and digital assets in the United States. Upon its anticipated acquisition of the television stations of Meredith Corporation, Gray will become the nation’s second largest television broadcaster, with television stations serving 113 markets that reach approximately 36 percent of US television households. The pro forma portfolio includes 79 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station according to Comscore’s audience measurement data. Gray also owns video program production, marketing, and digital businesses including Raycom Sports, Tupelo Honey, and RTM Studios, the producer of PowerNation programs and content and is the majority owner of Swirl Films.

Forward-Looking Statements:

This press release contains certain forward looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions by Gray. These statements are statements other than those of historical fact, and may be identified by words such as “estimates”, “expect,” “anticipate,” “will,” “implied,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward looking statements. Such risks, trends and uncertainties, which in some instances are beyond Gray’s control, include Gray’s ability to complete its pending acquisition of Meredith or other pending transactions on the terms and within the timeframe currently contemplated, any material regulatory or other unexpected requirements in connection therewith, and other future events. Gray is subject to additional risks and uncertainties described in Gray’s quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and management’s discussion and analysis of financial condition and results of operations sections contained therein, which reports are made publicly available via its website, www.gray.tv. Any forward-looking statements in this communication should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.

Gray Contacts:
www.gray.tv
Jim Ryan, Executive Vice President and Chief Financial Officer, 404-504-9828
Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

Gray Reports Third Quarter Operating Results


Gray Reports Third Quarter Operating Results

 

ATLANTA, Nov. 04, 2021 (GLOBE NEWSWIRE) — Gray Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN) today announced financial results for the third quarter ended September 30, 2021. We experienced strong momentum in the first nine months of 2021 and we believe it will continue throughout the remainder of the year. Key financial results were as follows:

  • Total revenue was $601 million in the third quarter of 2021, essentially unchanged from the third quarter of 2020. The primary components of revenue were: combined local and national broadcast advertising revenue of $292 million and retransmission consent revenue of $266 million, both of which significantly exceeded our expectations and guidance.

  • Net loss attributable to common stockholders for the third quarter of 2021 was $30 million, or $0.32 per fully diluted share. This resulted from non-cash losses of $53 million, in the third quarter, on the regulatory divestitures of television stations in overlap markets necessary to complete our recent and pending acquisitions. In addition, related to our recently completed and pending acquisitions, in the third quarter, we have incurred $11 million of incremental Transaction Related Expenses, as defined below.

  • Broadcast Cash Flow for the third quarter of 2021 was $204 million, decreasing $67 million, or 25%, from the third quarter of 2020. Our Adjusted EBITDA for the third quarter of 2021 was $186 million, a decrease of $75 million, or 29%, from the third quarter of 2020.

  • In the third quarter of 2021, our combined local and national broadcast revenue, excluding political advertising revenue (“Total Core Revenue”), was $292 million, increasing by $55 million, or 23% compared to the third quarter of 2020. Total Core Revenue increased as advertiser demand continued to recover. Gray’s Total Core Revenue in the third quarter of 2021 increased by $18 million, or 7% over the third quarter of 2019, the most recent non-political and pre-pandemic year.

  • As of September 30, 2021, our total leverage ratio, as defined in our senior credit facility, was 4.16 times on a trailing eight-quarter basis, netting our total cash balance of $322 million and giving effect to all Transaction Related Expenses. As of September 30, 2021, the amount available under our revolving credit facility was $299 million. We are not subject to any maintenance covenants in our credit facilities at this time.

  • On August 2, 2021, we acquired all outstanding shares of Quincy Media, Inc. (“Quincy”) for an adjusted purchase price of $930 million in cash (the “Quincy Transaction”). Simultaneously, we completed the divestiture to Allen Media Broadcasting (“Allen”) of certain television stations in the seven markets in which we currently operate, for an adjusted purchase price of $398 million in cash, (the “Allen Transaction”), in order to facilitate regulatory approvals for the Quincy Transaction.

  • In order to facilitate regulatory approvals for our pending acquisition of Meredith Corporation’s Local Media Group (the “Meredith Transaction”), on September 23, 2021, we divested our existing television station WJRT (ABC) in the Flint-Saginaw, Michigan market (DMA 64), to Allen for an adjusted purchase price of $72 million in cash.

  • In connection with, and contingent upon the completion of the Meredith Transaction, we have agreed to complete certain financing transactions. Related to our Senior Credit Facility, we (1) agreed to incur a $1.5 billion incremental term loan under our senior credit facility, subject to market conditions at the time of financing and (2) agreed to amend and restate our existing revolving credit facility to increase our borrowing capacity under the facility from up to $300 million to up to $500 million, which will consist of (i) a $425 million five year revolving credit facility and (ii) a $75 million revolving credit facility with commitments expiring January 2, 2026. In addition, Gray Escrow II, Inc., our special purpose wholly-owned subsidiary, has agreed to issue $1.3 billion in aggregate principal amount of 5.375% senior unsecured notes due 2031 at par, which we intend to assume upon completion of the Meredith Transaction. The proceeds of the transactions mentioned above, after deducting transaction fees and estimated expenses, will be used to pay a portion of the consideration for the Meredith Transaction. As a result of these financings and at the time of closing, our average cost of capital for the Meredith Transaction is currently estimated to be 4.15%.

                               
Selected Operating Data (unaudited), dollars in millions:                  
  Three Months Ended September 30,
          % Change       % Change
          2021 to       2021 to
  2021   2020   2020   2019   2019
Revenue (less agency commissions):                              
Broadcasting $ 581     $ 593   (2 )%   $ 501   16 %
Production companies   20       11   82 %     16   25 %
Total revenue $ 601     $ 604   0 %   $ 517   16 %
                               
Political advertising revenue $ 9     $ 128   (93 )%   $ 22   (59 )%
                               
Operating expenses (1):                              
Broadcasting $ 384     $ 326   18 %   $ 316   22 %
Production companies $ 13     $ 8   63 %   $ 13   0 %
Corporate and administrative $ 32     $ 15   113 %   $ 14   129 %
                               
Net (loss) income attributable to common stockholders $ (30 )   $ 109   (128 )%   $ 46   (165 )%
                               
Non-GAAP Cash Flow (2):                              
Broadcast Cash Flow $ 204     $ 271   (25 )%   $ 192   6 %
Broadcast Cash Flow Less Cash Corporate Expenses $ 175     $ 260   (33 )%   $ 180   (3 )%
Free Cash Flow (2) $ (5 )   $ 139   (104 )%   $ 92   (105 )%
                               
                   
  Nine Months Ended September 30,
          % Change       % Change
          2021 to       2021 to
  2021   2020   2020   2019   2019
Revenue (less agency commissions):                              
Broadcasting $ 1,648     $ 1,557   6 %   $ 1,481   11 %
Production companies   44       32   38 %     62   (29 )%
Total revenue $ 1,692     $ 1,589   6 %   $ 1,543   10 %
                               
Political advertising revenue $ 24     $ 185   (87 )%   $ 30   (20 )%
                               
Operating expenses (1):                              
Broadcasting $ 1,099     $ 985   12 %   $ 986   11 %
Production companies $ 39     $ 32   22 %   $ 57   (32 )%
Corporate and administrative $ 75     $ 47   60 %   $ 83   (10 )%
                               
Net income attributable to common stockholders $ 22     $ 147   (85 )%   $ 46   (52 )%
                               
Non-GAAP Cash Flow (2):                              
Broadcast Cash Flow $ 555     $ 575   (3 )%   $ 500   11 %
Broadcast Cash Flow Less Cash Corporate Expenses $ 489     $ 536   (9 )%   $ 424   15 %
Free Cash Flow (2) $ 107     $ 259   (59 )%   $ 165   (35 )%
                               

(1) Excludes depreciation, amortization and loss (gain) on disposal of assets.
(2) See definition of non-GAAP terms and a reconciliation of the non-GAAP amounts to net (loss) income included elsewhere herein.


Results of Operations for the Third Quarter of 2021, dollars in millions:

                         
    Three Months Ended September 30,
      2021       2020     Amount   Percent
        Percent       Percent   Increase   Increase
    Amount   of Total   Amount   of Total   (Decrease)   (Decrease)
Revenue (less agency commissions):                        
Local (including internet/digital/mobile) $ 232   39 %   $ 188   31 %   $ 44     23 %
National     60   10 %     49   8 %     11     22 %
Political     9   2 %     128   21 %     (119 )   (93 )%
Retransmission consent     266   44 %     217   36 %     49     23 %
Production companies     20   3 %     11   2 %     9     82 %
Other     14   2 %     11   2 %     3     27 %
Total   $ 601   100 %   $ 604   100 %   $ (3 )   0 %
                         
Combined local and national revenue                        
(“Total Core Revenue”)   $ 292   49 %   $ 237   39 %   $ 55     23 %


Operating expenses (before                      
depreciation, amortization and                      
loss (gain) on disposal of assets):                      
Broadcasting:                      
Station expenses $ 229   60 %   $ 200   62 %   $ 29     15 %
Retransmission expense   154   40 %     125   38 %     29     23 %
Transaction Related Expenses     0 %       0 %          
Non-cash stock-based compensation   1   0 %     1   0 %         0 %
Total broadcasting expense $ 384   100 %   $ 326   100 %   $ 58     18 %
                       
Production companies expense $ 13       $ 8       $ 5     63 %
                       
Corporate and administrative:                      
Corporate expenses $ 19   60 %   $ 10   66 %   $ 9     90 %
Transaction Related Expenses   11   34 %     1   7 %     10     1000 %
Non-cash stock-based compensation   2   6 %     4   27 %     (2 )   (50 )%
Total corporate and                      
  administrative expense $ 32   100 %   $ 15   100 %   $ 17     113 %
                       

Results of Operations for the Nine-Months Ended September 30, 2021, dollars in millions:

                       
  Nine Months Ended September 30,
  2021   2020   Amount   Percent
      Percent       Percent   Increase   Increase
  Amount   of Total   Amount   of Total   (Decrease)   (Decrease)
Revenue (less agency commissions):                      
Local (including internet/digital/mobile) $ 657   39 %   $ 549   34 %   $ 108     20 %
National   174   10 %     136   9 %     38     28 %
Political   24   1 %     185   12 %     (161 )   (87 )%
Retransmission consent   755   45 %     650   41 %     105     16 %
Production companies   44   3 %     32   2 %     12     38 %
Other   38   2 %     37   2 %     1     3 %
Total $ 1,692   100 %   $ 1,589   100 %   $ 103     6 %
                       
Combined local and national revenue                      
(“Total Core Revenue”) $ 831   49 %   $ 685   43 %   $ 146     21 %

 

Operating expenses (before                      
depreciation, amortization and                      
(gain) loss on disposal of assets):                      
Broadcasting:                      
Station expenses $ 654   60 %   $ 610   62 %   $ 44     7 %
Retransmission expense   444   40 %     371   38 %     73     20 %
Transaction Related Expenses     0 %       0 %          
Non-cash stock-based compensation   1   0 %     4   0 %     (3 )   (75 )%
Total broadcasting expense $ 1,099   100 %   $ 985   100 %   $ 114     12 %
                       
Production companies expense $ 39       $ 32       $ 7     22 %
                       
Corporate and administrative:                      
Corporate expenses $ 47   63 %   $ 38   81 %   $ 9     24 %
Transaction Related Expenses   19   25 %     1   2 %     18     1800 %
Non-cash stock-based compensation   9   12 %     8   17 %     1     13 %
Total corporate and                      
  administrative expense $ 75   100 %   $ 47   100 %   $ 28     60 %
                       

Transaction Related Expenses:

From time to time, we have incurred incremental expenses (“Transaction Related Expenses”) that were specific to acquisitions, divestitures and financing activities, including but not limited to legal and professional fees, severance and incentive compensation and contract termination fees. In addition, we have recorded certain non-cash stock-based compensation expenses. These expenses are summarized as follows, in millions:

               
  Three Months Ended   Nine Months Ended
  September 30,   September 30,
    2021       2020       2021       2020  
Transaction Related Expenses:              
Broadcasting $     $     $     $  
Corporate and administrative   11       1       19       1  
Miscellaneous expense               7        
Total Transaction Related Expenses $ 11     $ 1     $ 26     $ 1  
               
Total non-cash stock-based compensation $ 3     $ 5     $ 10     $ 12  
               

Taxes:

During the 2021 and 2020 nine-month periods, we made aggregate federal and state income tax payments of approximately $129 million and $50 million, respectively. In the third quarter of 2021 we made income tax payments of approximately $72 million related to the Quincy Divestiture. During the remainder of 2021, we anticipate making income tax payments (net of refunds) of approximately $18 million that will include approximately $17 million related to the Flint Divestiture. We have approximately $204 million of federal operating loss carryforwards, which expire during the years 2023 through 2037. We expect to have federal taxable income in the carryforward periods. We therefore believe that these federal operating loss carryforwards will be fully utilized. Additionally, we have an aggregate of approximately $567 million of various state operating loss carryforwards, of which we expect that approximately half will be utilized.

Detailed table of operating results:

               
Gray Television, Inc.
Selected Operating Data (Unaudited)
(in millions, except for net income per share data)
           
  Three Months Ended   Nine Months Ended
  September 30,   September 30,
               
    2021       2020       2021       2020  
               
Revenue (less agency commissions):              
Broadcasting $ 581     $ 593     $ 1,648     $ 1,557  
Production companies   20       11       44       32  
Total revenue (less agency commissions)   601       604       1,692       1,589  
Operating expenses before depreciation, amortization              
and loss (gain) on disposal of assets, net:              
Broadcasting   384       326       1,099       985  
Production companies   13       8       39       32  
Corporate and administrative   32       15       75       47  
Depreciation   26       27       76       69  
Amortization of intangible assets   28       26       81       78  
Loss (gain) on disposals of assets, net   51       (10 )     46       (23 )
Operating expenses   534       392       1,416       1,188  
Operating income   67       212       276       401  
Other (expense) income:              
Miscellaneous (expense), net   (1 )     (2 )     (7 )     (5 )
Interest expense   (48 )     (45 )     (143 )     (143 )
Income before income taxes   18       165       126       253  
Income tax expense   35       43       65       67  
Net (loss) income   (17 )     122       61       186  
Preferred stock dividends   13       13       39       39  
Net (loss) income attributable to common stockholders $ (30 )   $ 109     $ 22     $ 147  
               
Basic per share information:              
Net (loss) income attributable to common stockholders $ (0.32 )   $ 1.15     $ 0.23     $ 1.52  
Weighted-average shares outstanding   95       95       94       97  
               
Diluted per share information:              
Net (loss) income attributable to common stockholders $ (0.32 )   $ 1.14     $ 0.23     $ 1.52  
Weighted-average shares outstanding   95       96       95       97  
               

Guidance for the Three-Months Ending December 31, 2021:

Based on our current forecasts for the fourth quarter of 2021, we anticipate changes from the fourth quarter of 2020, excluding the pending Meredith Transaction, as outlined below:

  • Revenue, less agency commissions:
    • Local revenue will increase by 8% to 9% to approximately $240 to $243 million.
    • National revenue will increase by 10% to 13% to approximately $68 to $70 million.
      • Total Core Revenue will increase by 8% to 10% to approximately $308 to $313 million.
    • Political revenue will decrease by 95% to 96% to approximately $10 to $12 million.
    • Retransmission consent revenue will increase by 20% to 21% to approximately $261 to $263 million.
    • Total broadcasting revenue will decrease by 21% to 22% to approximately $593 to $603 million.
    • Production company revenue is expected to be approximately $27 to $28 million.
       
  • Operating expenses (before depreciation, amortization and (gain) loss on disposal of assets, net):
    • Broadcasting expenses will increase by 11% to 13%, to approximately $395 to $400 million. This increase primarily reflects an increase in retransmission expense by approximately $22 million. This increase also includes Transaction Related Expenses within a range of $2 to $3 million.
    • Production company expenses are expected to be approximately $20 to $21 million.
    • Corporate and administrative expenses will be approximately $25 to $30 million. This increase primarily reflects an increase in Transaction Related Expenses within a range of $3 to $4 million.

Other Financial Data, in millions:

  Nine Months Ended September 30,
    2021       2020  
   
Net cash provided by operating activities $ 283     $ 488  
Net cash used in investing activities   (664 )     (129 )
Net cash used in financing activities   (70 )     (104 )
Net (decrease) increase in cash $ (451 )   $ 255  
       
  As of
  September 30, 2021   December 31, 2020
   
Cash $ 322     $ 773  
Long-term debt, including current portion $ 3,981     $ 3,974  
Borrowing availability under Revolving Credit Facility $ 299     $ 200  
Series A Perpetual Preferred Stock $ 650     $ 650  
       

The Company

Gray Television, headquartered in Atlanta, Georgia, is the largest owner of top-rated local television stations and digital assets in the United States. Upon its anticipated completion of the Meredith Transaction, Gray will become the nation’s second largest television broadcaster, with television stations serving 113 markets that reach approximately 36 percent of US television households. The pro forma portfolio includes 79 markets with the top-rated television station and 101 markets with the first and/or second highest rated television station according to Comscore’s audience measurement data. Gray also owns video program production, marketing, and digital businesses including Raycom Sports, Tupelo Honey, and RTM Studios, the producer of PowerNation programs and content and is the majority owner of Swirl Films.

Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act

This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. These “forward-looking statements” are not statements of historical facts, and may include, among other things, statements regarding our estimates, expectations, intentions, projections, and beliefs of operating results for future periods, macroeconomic trends, the impact of COVID-19 on our future operating results, future income tax payments, pending transactions and other future events. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. All information set forth in this release is as of the date hereof. We do not intend, and undertake no duty, to update this information to reflect future events or circumstances. As such, caution should be taken to not place undue reliance on forward-looking statements. Information about certain potential factors that could affect our business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements are included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 2020, and may be contained in reports subsequently filed with the U.S. Securities and Exchange Commission and available at www.sec.gov.

Conference Call Information:

We will host a conference call to discuss our third quarter operating results on November 4, 2021. The call will begin at 11:00 AM Eastern Time. The live dial-in number is 1 (855) 493-3489 and the confirmation code is 8366927. The call will be webcast live and available for replay at www.gray.tv. The taped replay of the conference call will be available at 1 (855) 859-2056, Confirmation Code: 8366927 until December 4, 2021.

Gray Contacts:

Web site: www.gray.tv

Hilton H. Howell, Jr., Executive Chairman and Chief Executive Officer, 404-266-5513

Pat LaPlatney, President and Co-Chief Executive Officer, (334) 206-1400

Jim Ryan, Executive Vice President and Chief Financial Officer, 404-504-9828

Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

Effects of Acquisitions and Divestitures on Our Results of Operations and Non-GAAP Terms

From time to time, we supplement our financial results prepared in accordance with GAAP by disclosing the non-GAAP financial measures Broadcast Cash Flow, Broadcast Cash Flow Less Cash Corporate Expenses, Operating Cash Flow as defined in the Senior Credit Agreement, Free Cash Flow, Adjusted EBITDA and Total Leverage Ratio, Net of All Cash. These non-GAAP amounts are used by us to approximate amounts used to calculate key financial performance covenants contained in our debt agreements and are used with our GAAP data to evaluate our results and liquidity.

We define Broadcast Cash Flow as net income or loss plus loss on early extinguishment of debt, non-cash corporate and administrative expenses, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, Broadcast Transactions Related Expenses and broadcast other adjustments less any gain on disposal of assets, any miscellaneous income, any income tax benefits and payments for program broadcast rights.

We define Broadcast Cash Flow Less Cash Corporate Expenses as net income or loss plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, Transaction Related Expenses and other adjustments less any gain on disposal of assets, any miscellaneous income, any income tax benefits and payments for program broadcast rights.

We define Operating Cash Flow as defined in our Senior Credit Agreement as net income or loss plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, Transaction Related Expenses, other adjustments, certain pension expenses, synergies and other adjustments less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast rights, pension income and contributions to pension plans.

Operating Cash Flow as defined in our Senior Credit Agreement gives effect to the revenue and broadcast expenses of all completed acquisitions and divestitures as if they had been acquired or divested, respectively, on September 30, 2019. It also gives effect to certain operating synergies expected from the acquisitions and related financings and adds back professional fees incurred in completing the acquisitions. Certain of the financial information related to the acquisitions has been derived from, and adjusted based on, unaudited, un-reviewed financial information prepared by other entities, which Gray cannot independently verify. We cannot assure you that such financial information would not be materially different if such information were audited or reviewed and no assurances can be provided as to the accuracy of such information, or that our actual results would not differ materially from this financial information if the acquisitions had been completed on the stated date. In addition, the presentation of Operating Cash Flow as defined in the Senior Credit Agreement and the adjustments to such information, including expected synergies resulting from such transactions, may not comply with GAAP or the requirements for pro forma financial information under Regulation S-X under the Securities Act of 1933.

We define Free Cash Flow as net income or loss plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization (including amortization of intangible assets and program broadcast rights), any loss on disposal of assets, any miscellaneous expense, any income tax expense, non-cash 401(k) expense, Transactions Related Expenses, broadcast other adjustments, certain pension expenses, synergies, other adjustments and amortization of deferred financing costs less any gain on disposal of assets, any miscellaneous income, any income tax benefits, payments for program broadcast rights, pension income, contributions to pension plans, preferred dividends, purchase of property and equipment (net of reimbursements) and income taxes paid (net of any refunds received).

We define Adjusted EBITDA as net income or loss, plus loss on early extinguishment of debt, non-cash stock-based compensation, depreciation and amortization of intangible assets, any loss on disposal of assets, any miscellaneous expense, interest expense, any income tax expense, non-cash 401(k) expense, Transaction Related Expenses less any gain on disposal of assets, any miscellaneous income and any income tax benefits.

Our Total Leverage Ratio, Net of All Cash is determined by dividing our Adjusted Total Indebtedness, Net of All Cash, by our Operating Cash Flow as defined in our Senior Credit Agreement, divided by two. Our Adjusted Total Indebtedness, Net of All Cash, represents the total outstanding principal of our long-term debt, plus certain other obligations as defined in our Senior Credit Agreement, less all cash (excluding restricted cash). Our Operating Cash Flow, as defined in our Senior Credit Agreement, divided by two, represents our average annual Operating Cash Flow as defined in our Senior Credit Agreement for the preceding eight quarters.

We define Transaction Related Expenses as incremental expenses incurred specific to acquisitions and divestitures, including, but not limited to legal and professional fees, severance and incentive compensation, and contract termination fees. We present certain line-items from our selected operating data, net of Transaction Related Expenses, in order to present a more meaningful comparison between periods of our operating expenses and our results of operations.

These non-GAAP terms are not defined in GAAP and our definitions may differ from, and therefore may not be comparable to, similarly titled measures used by other companies, thereby limiting their usefulness. Such terms are used by management in addition to, and in conjunction with, results presented in accordance with GAAP and should be considered as supplements to, and not as substitutes for, net income and cash flows reported in accordance with GAAP.

Reconciliation of Non-GAAP Terms, in millions:

           
  Three Months Ended
  September 30,
    2021       2020       2019  
           
Net (loss) income $ (17 )   $ 122     $ 59  
Adjustments to reconcile from net (loss) income to          
Free Cash Flow:          
Depreciation   26       27       20  
Amortization of intangible assets   28       26       29  
Non-cash stock-based compensation   3       5       5  
Loss (gain) on disposal of assets, net   51       (10 )     (14 )
Miscellaneous expense, net   1       2        
Interest expense   48       45       57  
Income tax expense   35       43       23  
Amortization of program broadcast rights   9       9       10  
Payments for program broadcast rights   (9 )     (9 )     (9 )
Corporate and administrative expenses before          
depreciation, amortization of intangible assets and          
non-cash stock-based compensation   29       11       12  
Broadcast Cash Flow   204       271       192  
Corporate and administrative expenses before          
depreciation, amortization of intangible assets and          
non-cash stock-based compensation   (29 )     (11 )     (12 )
Broadcast Cash Flow Less Cash Corporate Expenses   175       260       180  
Contributions to pension plans   (4 )     (3 )     (3 )
Interest expense   (48 )     (45 )     (57 )
Amortization of deferred financing costs   3       3       3  
Preferred stock dividends   (13 )     (13 )     (13 )
Common stock dividends   (8 )            
Purchase of property and equipment (1)   (22 )     (19 )     (29 )
Reimbursements of property and equipment purchases   3       5       15  
Income taxes paid, net of refunds (2)   (91 )     (49 )     (4 )
Free Cash Flow $ (5 )   $ 139     $ 92  

(1) Excludes approximately $11 million related to the purchase of land in Doraville, Georgia.
(2) Includes approximately $72 million of income tax payments related to the Quincy Divestiture.


Reconciliation of Non-GAAP Terms, in millions:

           
  Nine Months Ended
  September 30,
    2021       2020       2019  
           
Net income $ 61     $ 186     $ 85  
Adjustments to reconcile from net income to          
Free Cash Flow:          
Depreciation   76       69       60  
Amortization of intangible assets   81       78       86  
Non-cash stock-based compensation   10       12       10  
Non-cash 401(k) expense   1              
Loss (gain) on disposal of assets, net   46       (23 )     (27 )
Miscellaneous expense (income), net   7       5       (4 )
Interest expense   143       143       173  
Income tax expense   65       67       44  
Amortization of program broadcast rights   26       28       30  
Payments for program broadcast rights   (27 )     (29 )     (33 )
Corporate and administrative expenses before          
depreciation, amortization of intangible assets and          
non-cash stock-based compensation   66       39       76  
Broadcast Cash Flow   555       575       500  
Corporate and administrative expenses before          
depreciation, amortization of intangible assets and          
non-cash stock-based compensation   (66 )     (39 )     (76 )
Broadcast Cash Flow Less Cash Corporate Expenses   489       536       424  
Contributions to pension plans   (4 )     (3 )     (3 )
Interest expense   (143 )     (143 )     (173 )
Amortization of deferred financing costs   9       9       9  
Preferred stock dividends   (39 )     (39 )     (39 )
Common stock dividends   (23 )            
Purchase of property and equipment (1)   (63 )     (70 )     (73 )
Reimbursements of property and equipment purchases   10       19       32  
Income taxes paid, net of refunds (2)   (129 )     (50 )     (12 )
Free Cash Flow $ 107     $ 259     $ 165  
           

(1) Excludes approximately $91 million related to the purchase of land in Doraville, Georgia.
(2) Includes approximately $72 million of income tax payments related to the Quincy Divestiture.

Reconciliation of Net (Loss) Income to Adjusted EBITDA and the Effect of Transaction Related Expenses and Certain Non-cash Expenses, in millions, except for per share information:

               
  Three Months Ended   Nine Months Ended
  September 30,   September 30,
    2021       2020       2021       2020  
               
Net (loss) income $ (17 )   $ 122     $ 61     $ 186  
Adjustments to reconcile from net income to              
Adjusted EBITDA:              
Depreciation   26       27       76       69  
Amortization of intangible assets   28       26       81       78  
Non-cash stock-based compensation   3       5       10       12  
Loss (gain) on disposal of assets, net   51       (10 )     46       (23 )
Miscellaneous expense, net   1       2       7       5  
Interest expense   48       45       143       143  
Income tax expense   35       43       65       67  
Total   175       260       489       537  
Add: Transaction Related Expenses (1)   11       1       19       1  
Adjusted EBITDA $ 186     $ 261     $ 508     $ 538  
               
Net (loss) income attributable to common stockholders $ (30 )   $ 109     $ 22     $ 147  
Add: Transaction Related Expenses and non-cash              
stock-based compensation   14       6       29       13  
Less: Income tax expense related to Transaction Related              
Expenses and non-cash stock-based compensation   (4 )     (2 )     (7 )     (3 )
Net (loss) income attributable to common stockholders – excluding              
Transaction Related Expenses and non-cash stock-based              
compensation $ (20 )   $ 113     $ 44     $ 157  
               
Net (loss) income attributable to common stockholders per common share,            
diluted – excluding Transaction Related Expenses and non-cash              
stock-based compensation $ (0.21 )   $ 1.18     $ 0.46     $ 1.62  
               
Diluted weighted-average shares outstanding   95       96       95       97  

(1) Excludes $7 million of Transaction Related Expenses included in miscellaneous (expense) income, net for the nine-month period ended September 30, 2021.


Reconciliation of Total Leverage Ratio, Net of All Cash, dollars in millions: 

    Eight Quarters Ended
    September 30, 2021
     
Net income   $ 566  
Adjustments to reconcile from net income to operating cash flow as    
defined in our Senior Credit Agreement:    
Depreciation     192  
Amortization of intangible assets     215  
Non-cash stock-based compensation     32  
Gain disposals of assets, net     (9 )
Interest expense     387  
Loss from early extinguishment of debt     12  
Income tax expense     230  
Amortization of program broadcast rights     78  
Common stock contributed to 401(k) plan     12  
Payments for program broadcast rights     (79 )
Pension gain     (3 )
Contributions to pension plans     (7 )
Adjustments for unrestricted subsidiaries     1  
Adjustments for stations acquired or divested, financings and expected    
synergies during the eight quarter period     120  
Transaction Related Expenses     36  
Operating Cash Flow as defined in our Senior Credit Agreement   $ 1,783  
Operating Cash Flow as defined in our Senior Credit Agreement,    
 divided by two   $ 892  
     
    September 30, 2021
Adjusted Total Indebtedness:    
Total outstanding principal, including current portion   $ 4,035  
Cash     (322 )
Adjusted Total Indebtedness, Net of All Cash   $ 3,713  
     
Total Leverage Ratio, Net of All Cash     4.16  
     

Cumulus Media (CMLS) – Q3 Gives Credence To Its Favorable 2022 Outlook

Thursday, November 04, 2021

Cumulus Media (CMLS)
Q3 Gives Credence To Its Favorable 2022 Outlook

CUMULUS MEDIA, Inc. (NASDAQ: CMLS) is a leading audio-first media and entertainment company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 428 owned-and-operated stations across 87 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYS, the American Country Music Awards, and many other world-class partners across nearly 8,000 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with local impact and national reach through on-air, digital, mobile, and voice-activated media solutions, as well as access to integrated digital marketing services, powerful influencers, and live event experiences. CUMULUS MEDIA is the only audio media company to provide marketers with local and national advertising performance guarantees.

Michael Kupinski, Director of Research, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

    Favorable Q3 results. While revenues were in line with expectations ($237.7 million versus our estimate of $237.0 million), adj. EBITDA was much better than we thought ($48.5 million versus our estimate of $36.0 million). But, the stand out in the quarter, was the better than expected EBITDA , which reflected aggressive cost reductions. Management indicated that Q3 fixed expenses were reduced by an impressive $10 million. This accounted for virtually all of the upside EBITDA variance.

    Reiterates favorable 2022 adj.  EBITDA outlook. In spite of some near term revenue headwinds, management appeared sanguine about delivering $175 million to $200 million in adjusted EBITDA for full year 2022. Notably, management plans to deliver more than $70 million in fixed cost reductions in 2022 compared with its 2019 baseline expenses. We believe that the positive upside in EBITDA in Q3 is a …



This research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Townsquare Media (TSQ) – Another Beat And Raise Quarter

Wednesday, November 03, 2021

Townsquare Media (TSQ)
Another Beat And Raise Quarter

Townsquare Media Inc is an entertainment and media company offering digital marketing solutions in the United States and Canada. It owns and operates radio stations, social media properties focusing the small and mid-cap companies. Services offered to the clients include live events, local advertising, digital advertising, e-commerce offerings, few others. The segments through which the company operates its businesses are classified into Local marketing solutions and Entertainment segments. Revenues are generated from commercials through broadcasts and sale of internet based advertisements.

Michael Kupinski, Director of Research, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

    Strong Q3. Total company revenues of $111.3 million beat our estimate of $107.8 million. The largest variance from our estimate was in its Local Marketing Solutions segment, driven by strong growth in its programmatic, Ignite business, and advertising on its own websites and apps, called Amped. Adj. EBITDA increased a strong 66.5% to $29.1 million, above our $27.5 million estimate. In addition, the company’s Townsquare Interactive segment increased revenues a strong 16.5%. Digital accounted for 47% of total company revenues in the quarter.

    Fast paced recovery.  The recent results were extraordinary given that the company has virtually recovered to pre-Covid levels. In the latest quarter, the company’s revenues were 99% of Q3 2019 levels. Notably, in the latest quarter, adj. EBITDA was 101% of Q3 2019 levels. For the full year, the company expects that adj. EBITDA will be as much as 103% of pre-Covid levels …



This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Cumulus Media (CMLS) – Quarterly Preview Throttling Back Expectations Somewhat

Friday, October 29, 2021

Cumulus Media (CMLS)
Quarterly Preview: Throttling Back Expectations Somewhat

CUMULUS MEDIA, Inc. (NASDAQ: CMLS) is a leading audio-first media and entertainment company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 428 owned-and-operated stations across 87 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYS, the American Country Music Awards, and many other world-class partners across nearly 8,000 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with local impact and national reach through on-air, digital, mobile, and voice-activated media solutions, as well as access to integrated digital marketing services, powerful influencers, and live event experiences. CUMULUS MEDIA is the only audio media company to provide marketers with local and national advertising performance guarantees.

Michael Kupinski, Director of Research, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

    2021-Q3 appears in line. The upcoming third quarter results are expected to reflect a a continuation of the advertising rebound reflected in the second quarter. Total company revenues are expected to be up roughly 20% to $237.0 million, with adj. EBITDA of $36.0 million, up 15%. The company is expected to report its third quarter end September 30 results on November 3rd.

    Feeling the pinch.  We believe that supply chain issues and labor shortages are beginning to affect the overall health of the U.S. economy, which is more evident in the larger markets than the smaller. In addition, chip shortages continue to plague the important auto category. As such, we are throttling back our fourth quarter revenue and adj. EBITDA estimate. We are lowering our Q4 revenue estimate …



This research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Cumulus Media (CMLS) – Quarterly Preview: Throttling Back Expectations Somewhat

Friday, October 29, 2021

Cumulus Media (CMLS)
Quarterly Preview: Throttling Back Expectations Somewhat

CUMULUS MEDIA, Inc. (NASDAQ: CMLS) is a leading audio-first media and entertainment company delivering premium content to over a quarter billion people every month — wherever and whenever they want it. CUMULUS MEDIA engages listeners with high-quality local programming through 428 owned-and-operated stations across 87 markets; delivers nationally-syndicated sports, news, talk, and entertainment programming from iconic brands including the NFL, the NCAA, the Masters, the Olympics, the GRAMMYS, the American Country Music Awards, and many other world-class partners across nearly 8,000 affiliated stations through Westwood One, the largest audio network in America; and inspires listeners through its rapidly growing network of original podcasts that are smart, entertaining and thought-provoking. CUMULUS MEDIA provides advertisers with local impact and national reach through on-air, digital, mobile, and voice-activated media solutions, as well as access to integrated digital marketing services, powerful influencers, and live event experiences. CUMULUS MEDIA is the only audio media company to provide marketers with local and national advertising performance guarantees.

Michael Kupinski, Director of Research, Noble Capital Markets, Inc.

Refer to the full report for the price target, fundamental analysis, and rating.

    2021-Q3 appears in line. The upcoming third quarter results are expected to reflect a a continuation of the advertising rebound reflected in the second quarter. Total company revenues are expected to be up roughly 20% to $237.0 million, with adj. EBITDA of $36.0 million, up 15%. The company is expected to report its third quarter end September 30 results on November 3rd.

    Feeling the pinch.  We believe that supply chain issues and labor shortages are beginning to affect the overall health of the U.S. economy, which is more evident in the larger markets than the smaller. In addition, chip shortages continue to plague the important auto category. As such, we are throttling back our fourth quarter revenue and adj. EBITDA estimate. We are lowering our Q4 revenue estimate …



This research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).

*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary.  Proper due diligence is required before making any investment decision. 

Release – Harte Hanks Hires Elliott Peterson As Chief Technology Officer


Harte Hanks Hires Elliott Peterson As Chief Technology Officer

 

Former Advantage Solutions Executive Joins Leadership Team

AUSTIN, Texas
Oct. 26, 2021 /PRNewswire/ — 

Harte Hanks
, a leading global customer experience company, announced today that it has named well-respected technology executive  Elliott Peterson as the company’s new Chief Technology Officer.

Peterson joins 
Harte Hanks from Advantage Solutions where he recently served as the interim CIO and Sr. VP of Global Information Technology. He will report directly to  Brian Linscott, CEO, 
Harte Hanks.  

In his new role, Peterson will be responsible for overseeing the company’s global technology operations which include eleven offices in five countries and over 2,000 employees. Peterson will work closely with the company’s leadership team to ensure its technology provides best-in-class solutions in the company’s core business areas of Marketing Services, Customer Care, and Fulfillment and Logistics for its broad portfolio of clients.

“Elliott is an incredibly accomplished technology and business leader who has worked with a wide variety of leading corporations and industries,” says  Brian Linscott
Harte Hanks. “He brings a wealth of experience and knowledge along with a proven track record as a highly innovative leader in digital transformation and business change. He will be a tremendous asset to our team as we continue to focus on profitable growth while expanding our client service capabilities.”

Peterson’s background also includes senior technology executive leadership roles with a diversity of companies in industries ranging from aerospace to retail, entertainment, and transportation including HireRight, 
Westfield LLC, Beats by Dre, PaperlinX, Transit Air Cargo, and NASA among others. 


Harte Hanks has an incredible track record of delivering the best in technology solutions and results for its clients,” says Peterson. “I am thrilled to be joining the organization during this exciting and rapidly accelerating time for the customer experience industry. I’m looking forward to working with them to ensure they have the most effective technology resources and systems in the marketplace.”

About Harte Hanks


Harte Hanks
 (OTCMKTS: HRTH) is a global customer experience company whose mission is to work with clients to provide them with strategy, analytics and insights combined with seamless program execution to better understand, attract, and engage their customers.

Using its unparalleled resources and award-winning talent in the areas of Customer Care, Fulfillment and Logistics, and Marketing Services, 
Harte Hanks has a proven track record of driving results for some of the world’s premier brands including 
Bank of America, GlaxoSmithKline, Unilever, Pfizer, HBOMax, Volvo, 
Ford, FedEx, Midea, Sony, and IBM among others. Headquartered in 
Austin, Texas
Harte Hanks has over 2,000 employees in offices across the 
Americas
Europe and 
Asia Pacific.

For more information visit hartehanks.com

For media inquiries contact:  Patrick Taylor, 59Media, patricktaylor0103@gmail.com

SOURCE 
Harte Hanks, Inc.

Release – Digerati Technologies Reports 142 Revenue Growth to $3.787 Million for Fourth Quarter FY2021


Digerati Technologies Reports 142% Revenue Growth to $3.787 Million for Fourth Quarter FY2021

 

– Non-GAAP Operating EBITDA of $0.910 Million –
– Gross Profit of $2.360 Million –
– Strong Gross Margin Improvement to 62.3% –

SAN ANTONIO, Texas, Oct. 27, 2021 (GLOBE NEWSWIRE) — Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, announced today financial results for the three and twelve months ended July 31, 2021, the Company’s fourth quarter and annual year end for its Fiscal Year 2021.

Key Financial Highlights for the Fourth Quarter Fiscal Year 2021 (Ended July 31, 2021)

  • Revenue increased by 142% to $3.787 million compared to $1.567 million for Q4 FY2020.
  • Gross profit increased 170% to $2.360 million compared to $0.875 million for Q4 FY2020.
  • Gross margin increased to 62.3% compared to 55.8% for Q4 FY2020.
  • Non-GAAP Adjusted EBITDA income improved to $0.525 million, excluding all non-cash items and one-time transactional expenses, compared to Adjusted EBITDA income of $0.062 million for Q4 FY2020.
  • Non-GAAP operating EBITDA (OPCO EBITDA) improved to income of $0.910 million, excluding corporate expenses, compared to a non-GAAP operating EBITDA of $0.342 million for Q4 FY2020.

Arthur L. Smith, CEO of Digerati, commented, “We enjoyed a very productive and successful fiscal year 2021, highlighted by the closing of our acquisitions of Nexogy and ActivePBX. We accomplished key objectives related to these acquisitions during FY2021 and now have a strong and significant platform in Florida and Texas that serves as a foundation for continued growth. We will remain focused on targeting annual organic growth of 10% that is complemented by accretive acquisitions as we seek to increase our profitability and enhance shareholder value. With an acquisition financing partner, Post Road Group, that shares our vision for strategic acquisitive growth, we will seek to capitalize on the opportunities in a very fragmented market that has created a healthy pipeline of prospective acquisitions.”

Antonio Estrada, CFO of Digerati, stated, “We exited our fiscal year end July 31, 2021 in a much-improved financial position with annual run-rates of $15.148 million in revenue, $2.100 million in Non-GAAP Adjusted EBITDA and $3.640 million in Non-GAAP operating EBITDA. Our team has successfully integrated the acquisitions of Nexogy and ActivePBX and we are now seeing the financial reward. We proved that our operating and financial teams could execute on our acquisition strategy and look forward to replicating this success with additional targeted accretive acquisitions in the future.”

Fiscal Year Ended July 31, 2021 Accomplishments:

  • Closed acquisition of Nexogy. Over the years, the Nexogy team has developed a channel sales program that has proven to be effective and resulted in Nexogy’s recognition as one of the fastest growing technology companies in South Florida and nomination by the Miami Minority Chamber of Commerce as “High Tech Company of the Year 2016”.

  • Closed acquisition of ActivePBX. Over the years, ActivePBX has placed a strong emphasis on integrating its cloud communication platform with Customer Relationship Management (“CRM”) systems and most recently achieved the ‘Built for NetSuite’ status with its proven ActiveCRM CTI (Computer Telephony Integration) solution. This integration, built for Oracle NetSuite’s SuiteCloud Platform, allows organizations to pass CRM data seamlessly, easily, and conveniently between ActivePBX’s cloud system and Oracle NetSuite.

  • As a combined business, Nexogy, ActivePBX, and Digerati’s operating subsidiary, T3 Communications, Inc., serves over 2,600 business customers and approximately 28,000 users. The business model of the combined entities is supported by strong and predictable recurring revenue with high gross margins under contracts with business customers in various industries including banking, healthcare, financial services, legal, insurance, hotels, real estate, staffing, municipalities, food services, and education.

  • Closed a $20 million senior secured credit facility with Post Road Group. The Facility enables continued expansion of Digerati’s U.S. operations through organic growth efforts and targeted acquisitions. Post Road Group shares in Digerati’s strategic vision of combining organic growth with accretive acquisitions in building a formidable UCaaS provider for the small and medium-sized business market. With investing expertise in the Technology, Media, and Telecommunications (“TMT”) industries and a culture that aligns with that of the Company, Post Road Group is an ideal financial partner for Digerati during this key phase of its evolution. The initial funding of $14 million from the $20 million multi-draw facility was used to close the Company’s acquisitions of Nexogy, Inc. (Nexogy.com) and ActivePBX (ActivePBX.com), and refinance existing debt. Future draws may be used to fund additional acquisitions within the Company’s robust M&A pipeline of UCaaS providers that meet key financial, technical, and operational criteria, and have excelled at customer service and satisfaction when serving regional businesses. The Facility will support a more streamlined approach to the Company’s acquisition process, accelerating its consolidation strategy in the highly-fragmented UCaaS marketplace.

  • Entered a strategic partnership with Sandler Partners to expand access to America’s fastest-growing master agent and distributor of connectivity and cloud services. Nexogy’s UCaaS and CCaaS (Unified Communications as a Service and Contact Center as a Service) platform will allow Sandler to provide its partners with additional fully integrated solutions. Sandler’s more than 8,000 partners, 200 telecom, cloud, and data providers, and extensive network of expert agents will now be able to distribute Nexogy’s fully integrated suite of cloud communication services.

  • As a result of its acquisition of ActivePBX, the Company achieved the “Built for NetSuite” status for its operating subsidiary, T3 Communications, Inc. The SuiteApp, built for Oracle NetSuite’s SuiteCloud Platform, allows organizations to seamlessly, easily, and conveniently pass CRM data between the company’s cloud PBX and Oracle NetSuite, thus increasing productivity, reducing data entry time, and improving information accuracy across multiple agent touchpoints.

  • Improved balance sheet.

  • Reduced potential equity dilution.

Three Months ended July 31, 2021 Compared to Three Months ended July 31, 2020

Revenue for the three months ended July 31, 2021 was $3.787 million, an increase of $2.220 million or 142% compared to $1.567 million for the three months ended July 31, 2020. The increase in revenue between periods is primarily attributed to the consolidation of the closed acquisitions of Nexogy and ActivePBX during the period.

The total number of customers increased from 731 for the three months ended July 31, 2020 to 2,655 customers for the three months ended July 31, 2021.

Gross profit for the three months ended July 31, 2021 was $2.360 million, resulting in a gross margin of 62.3%, compared to $0.875 million and 55.8% for the three months ended July 31, 2020. The increase in gross margin is primarily due to the addition of high-margin revenue associated with Nexogy’s and ActivePBX’s UCaaS product line.  

Selling, General and Administrative expenses (excluding legal and professional fees) for the three months ended July 31, 2021 increased by $1.301 million, or 174%, to $2.050 million compared to $0.749 million for the three months ended July 31, 2020. The increase in SG&A is attributed to the consolidation of the closed acquisitions of Nexogy and ActivePBX.

Operating loss for the three months ended July 31, 2021, was $0.420 million, an increase of $0.150 million or 56%, compared to $0.270 million for the three months ended July 31, 2020.

Adjusted EBITDA income for the three months ended July 31, 2021, was $0.525 million, an improvement of $0.463 million, compared to an adjusted EBITDA income of $0.062 million for the three months ended July 31, 2020. In accordance with SEC Regulation G, the non-GAAP measurement of Adjusted EBITDA has been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Loss to Adjusted EBITDA” in the financial table included in this press release.

Of note were the following non-cash expenses associated with the three months ended July 31, 2021: Company recognition of stock-based compensation and warrant expense of $0.066 million and depreciation and amortization expense of $0.545 million. Gain on derivative instruments was $0.925 million for the three months ended July 31, 2021.

Non-GAAP operating EBITDA (OPCO EBITDA) for the three months ended July 31, 2021 improved to income of $0.910 million, excluding corporate expenses, compared to a non-GAAP operating income of $0.342 million for the three months ended July 31, 2020.

Net loss for the three months ended July 31, 2021, was $1.219 million, an increase of $0.895 million, as compared to a net loss of $0.324 million, for the three months ended July 31, 2020. The resulting EPS for the three months ended July 31, 2021 was a loss of ($0.01), as compared to a loss of ($0.00) for the three months ended July 31, 2020.

At July 31, 2021, Digerati had $1.489 million of cash.

Twelve Months ended July 31, 2021 Compared to Twelve Months ended July 31, 2020

Revenue for the twelve months ended July 31, 2021 was $12.416 million, an increase of $6.137 million or 98% compared to $6.279 million for the twelve months ended July 31, 2020. The increase in revenue between periods is primarily attributed to the consolidation of the closed acquisitions of Nexogy and ActivePBX during the period.

The total number of customers increased from 731 for the three months ended July 31, 2020 to 2,655 customers for the twelve months ended July 31, 2021.

Gross profit for the twelve months ended July 31, 2021 was $7.281 million, resulting in a gross margin of 58.6%, compared to $3.244 million and 51.7% for the twelve months ended July 31, 2020. The increase in gross margin is primarily due to the addition of high-margin revenue associated with Nexogy’s and ActivePBX’s UCaaS product line.  

Selling, General and Administrative expenses (excluding legal and professional fees) for the twelve months ended July 31, 2021 increased by $2.913 million, or 71%, to $7.019 million compared to $4.106 million for the twelve months ended July 31, 2020. The increase in SG&A is attributed to the consolidation of the closed acquisitions of Nexogy and ActivePBX.

Operating loss for the twelve months ended July 31, 2021, was $2.398 million, an increase of $0.286 million or 14%, compared to $2.112 million for the twelve months ended July 31, 2020.

Adjusted EBITDA income for the twelve months ended July 31, 2021, was $1.155 million, an improvement of $1.162 million, compared to an adjusted EBITDA loss of $0.007 million for the twelve months ended July 31, 2020. In accordance with SEC Regulation G, the non-GAAP measurement of Adjusted EBITDA has been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Loss to Adjusted EBITDA” in the financial table included in this press release.

Of note were the following non-cash expenses associated with the twelve months ended July 31, 2021: Company recognition of stock-based compensation and warrant expense of $0.972 million and depreciation and amortization expense of $1.749 million. Loss on derivative instruments was $9.935 million for the twelve months ended July 31, 2021.

Non-GAAP operating EBITDA (OPCO EBITDA) for the twelve months ended July 31, 2021 improved to income of $2.221 million, excluding corporate expenses, compared to a non-GAAP operating income of $0.883 million for the twelve months ended July 31, 2020.

Net loss for the twelve months ended July 31, 2021, was $16.703 million, an increase of $13.307 million, as compared to a net loss of $3.396 million, for the twelve months ended July 31, 2020. The increase in net loss is due primarily to the additional loss on derivative instruments of $10.198 million, a non-cash expense. The resulting EPS for the twelve months ended July 31, 2021 was a loss of ($0.13), as compared to a loss of ($0.06) for the twelve months ended July 31, 2020.

Use of Non-GAAP Financial Measurements

The Company believes that EBITDA (earnings before interest, taxes, depreciation and amortization) is useful to investors because it is commonly used in the cloud communications industry to evaluate companies on the basis of operating performance and leverage. Adjusted EBITDA provides an adjusted view of EBITDA that takes into account certain significant non-recurring transactions, if any, such as impairment losses and expenses associated with pending acquisitions, which vary significantly between periods and are not recurring in nature, as well as certain recurring non-cash charges such as changes in fair value of the Company’s derivative liabilities and stock-based compensation. The Company also believes that Adjusted EBITDA provides investors with a measure of the Company’s operational and financial progress that corresponds with the measurements used by management as a basis for allocating resources and making other operating decisions. Although the Company uses Adjusted EBITDA as one of several financial measures to assess its operating performance, its use is limited as it excludes certain significant operating expenses. Non-GAAP operating EBITDA (OPCO EBITDA) is useful to investors because it reflects EBITDA for the core operation of the business excluding corporate expenses, non-cash expenses and transactional expenses. EBITDA, Adjusted EBITDA, and Non-GAAP operating EBITDA are not intended to represent cash flows for the periods presented, nor have they been presented as an alternative to operating income or as an indicator of operating performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with SEC Regulation G, the non-GAAP measurements in this press release have been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Loss to Adjusted EBITDA” in the financial table included in this press release.

About Digerati Technologies, Inc.

Digerati Technologies, Inc. (OTCQB: DTGI) is a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the business market. Through its operating subsidiaries T3 Communications (T3com.com) and Nexogy (Nexogy.com), the Company is meeting the global needs of businesses seeking simple, flexible, reliable, and cost-effective communication and network solutions including cloud PBX, cloud telephony, cloud WAN, cloud call center, cloud mobile, and the delivery of digital oxygen on its broadband network. The Company has developed a robust integration platform to fuel mergers and acquisitions in a highly fragmented market as it delivers business solutions on its carrier-grade network and Only in the Cloud™.  For more information, please visit www.digerati-inc.com or follow DTGI on LinkedIn, Twitter and Facebook.

Forward-Looking Statements

The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements related to the future financial performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements such as annual run-rates of $15.148 million in revenue, $2.100 million in Non-GAAP Adjusted EBITDA and $3.640 million in Non-GAAP operating EBITDA and our ability to secure synergistic, strategic, and accretive acquisitions, are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, our inability to source suitable acquisition targets, failure to execute growth strategies, lack of product development and related market acceptance, the impact of competitive services and pricing, general economic conditions, and other risks and uncertainties described in the Company’s periodic filings with the Securities and Exchange Commission.

Facebook: Digerati Technologies, Inc.
Twitter: @DIGERATI_IR
LinkedIn: Digerati Technologies, Inc.

Investors

The Eversull Group
Jack Eversull
jack@theeversullgroup.com
(972) 571-1624

ClearThink
Brian Loper
bloper@clearthink.capital
(347) 413-4234


DIGERATI TECHNOLOGIES, INC. AND SUBSIDIARIES  
CONSOLIDATED STATEMENTS OF OPERATIONS  
(In thousands, except per share amounts, unaudited)  
           
    Three months ended July 31,   For the Years ended July 31,  
    2021   2020   2021   2020  
OPERATING REVENUES:                  
Cloud software and service revenue   $ 3,787     $ 1,567     $ 12,416     $ 6,279    
                   
Total operating revenues     3,787       1,567       12,416       6,279    
                   
OPERATING EXPENSES:                  
Cost of services (exclusive of depreciation and amortization)     1,427       692       5,135       3,035    
Selling, general and administrative expense     2,050       749       7,019       4,106    
Legal and professional fees     177       234       894       642    
Bad debt     8       14       17       (5 )  
Depreciation and amortization expense     545       148       1,749       613    
Total operating expenses     4,207       1,837       14,814       8,391    
                   
OPERATING LOSS     (420 )     (270 )     (2,398 )     (2,112 )  
                   
OTHER INCOME (EXPENSE):                  
Gain (loss) on derivative instruments     925       194       (9,935 )     263    
Gain (loss) on settlement of debt     213       (5 )     560       129    
Income tax benefit (expense)     (61 )     11       (183 )     33    
Other income (expense)     (294 )     116       (294 )     116    
Interest expense     (1,686 )     (340 )     (4,765 )     (1,853 )  
Total other income (expense)     (903 )     (24 )     (14,617 )     (1,312 )  
                   
NET LOSS INCLUDING NONCONTROLLING INTEREST     (1,323 )     (294 )     (17,015 )     (3,424 )  
                   
Less: Net loss attributable to the noncontrolling interests     109       (11 )     332       47    
                   
NET LOSS ATTRIBUTABLE TO DIGERATI’S SHAREHOLDERS     (1,214 )     (305 )     (16,683 )     (3,377 )  
                   
Deemed dividend on Series A Convertible preferred stock     (5 )     (19 )     (20 )     (19 )  
                   
NET LOSS ATTRIBUTABLE TO DIGERATI’S COMMON SHAREHOLDERS   $ (1,219 )   $ (324 )   $ (16,703 )   $ (3,396 )  
                   
LOSS PER COMMON SHARE – BASIC   $ (0.01 )   $ (0.00 )   $ (0.13 )   $ (0.06 )  
                   
LOSS PER COMMON SHARE – DILUTED   $ (0.01 )   $ (0.00 )   $ (0.13 )   $ (0.06 )  
                   
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC     137,950,308       90,792,574       129,411,947       53,883,966    
                   
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – DILUTED     137,950,308       90,792,574       129,411,947       53,883,966    
                   
See notes to consolidated unaudited financial statements  
                   
                   
Reconciliation of Net Income (Loss) to Adjusted EBITDA – OPCO, Net of Non-cash expenses & Transactional Costs  
                   
NET LOSS ATTRIBUTABLE TO DIGERATI’S SHAREHOLDERS, as reported   $ (1,214 )   $ (305 )   $ (16,683 )   $ (3,377 )  
                   
EXCLUDING NON-CASH ITEMS TRANSACTIONAL COSTS & CORP EXP              
ADJUSTMENTS:                  
Stock compensation & warrant expense     66       (5 )     972       1,127    
Corp Expenses net of stock compensation & Transactional cost     384       280       1,066       890    
Legal and professional fees – transactional costs     326       175       815       370    
Depreciation and amortization expense     545       148       1,749       613    
Loss on derivative instruments     (925 )     (194 )     9,935       (263 )  
Bad Debt     8       14       17       (5 )  
OTHER ADJUSTMENTS                  
Other income (expense)     294       (116 )     294       (116 )  
Interest expense     1,686       340       4,765       1,853    
Income tax     61       (11 )     183       (33 )  
Less: Net loss attributable to the noncontrolling interest     (109 )     11       (332 )     (47 )  
Gain (loss) on settlement of debt     (213 )     5       (560 )     (129 )  
                   
ADJUSTED EBITDA – OPCO   $ 910     $ 342     $ 2,221     $ 883    
ADD-BACKS Expenses                  
Corp Expenses net of stock compensation & Transactional cost     384       280       1,066       890    
                   
ADJUSTED EBITDA – Income (Loss)   $ 525     $ 62     $ 1,155     $ (7 )  
                   

 

Digerati Technologies Reports 142% Revenue Growth to $3.787 Million for Fourth Quarter FY2021


Digerati Technologies Reports 142% Revenue Growth to $3.787 Million for Fourth Quarter FY2021

 

– Non-GAAP Operating EBITDA of $0.910 Million –
– Gross Profit of $2.360 Million –
– Strong Gross Margin Improvement to 62.3% –

SAN ANTONIO, Texas, Oct. 27, 2021 (GLOBE NEWSWIRE) — Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, announced today financial results for the three and twelve months ended July 31, 2021, the Company’s fourth quarter and annual year end for its Fiscal Year 2021.

Key Financial Highlights for the Fourth Quarter Fiscal Year 2021 (Ended July 31, 2021)

  • Revenue increased by 142% to $3.787 million compared to $1.567 million for Q4 FY2020.
  • Gross profit increased 170% to $2.360 million compared to $0.875 million for Q4 FY2020.
  • Gross margin increased to 62.3% compared to 55.8% for Q4 FY2020.
  • Non-GAAP Adjusted EBITDA income improved to $0.525 million, excluding all non-cash items and one-time transactional expenses, compared to Adjusted EBITDA income of $0.062 million for Q4 FY2020.
  • Non-GAAP operating EBITDA (OPCO EBITDA) improved to income of $0.910 million, excluding corporate expenses, compared to a non-GAAP operating EBITDA of $0.342 million for Q4 FY2020.

Arthur L. Smith, CEO of Digerati, commented, “We enjoyed a very productive and successful fiscal year 2021, highlighted by the closing of our acquisitions of Nexogy and ActivePBX. We accomplished key objectives related to these acquisitions during FY2021 and now have a strong and significant platform in Florida and Texas that serves as a foundation for continued growth. We will remain focused on targeting annual organic growth of 10% that is complemented by accretive acquisitions as we seek to increase our profitability and enhance shareholder value. With an acquisition financing partner, Post Road Group, that shares our vision for strategic acquisitive growth, we will seek to capitalize on the opportunities in a very fragmented market that has created a healthy pipeline of prospective acquisitions.”

Antonio Estrada, CFO of Digerati, stated, “We exited our fiscal year end July 31, 2021 in a much-improved financial position with annual run-rates of $15.148 million in revenue, $2.100 million in Non-GAAP Adjusted EBITDA and $3.640 million in Non-GAAP operating EBITDA. Our team has successfully integrated the acquisitions of Nexogy and ActivePBX and we are now seeing the financial reward. We proved that our operating and financial teams could execute on our acquisition strategy and look forward to replicating this success with additional targeted accretive acquisitions in the future.”

Fiscal Year Ended July 31, 2021 Accomplishments:

  • Closed acquisition of Nexogy. Over the years, the Nexogy team has developed a channel sales program that has proven to be effective and resulted in Nexogy’s recognition as one of the fastest growing technology companies in South Florida and nomination by the Miami Minority Chamber of Commerce as “High Tech Company of the Year 2016”.

  • Closed acquisition of ActivePBX. Over the years, ActivePBX has placed a strong emphasis on integrating its cloud communication platform with Customer Relationship Management (“CRM”) systems and most recently achieved the ‘Built for NetSuite’ status with its proven ActiveCRM CTI (Computer Telephony Integration) solution. This integration, built for Oracle NetSuite’s SuiteCloud Platform, allows organizations to pass CRM data seamlessly, easily, and conveniently between ActivePBX’s cloud system and Oracle NetSuite.

  • As a combined business, Nexogy, ActivePBX, and Digerati’s operating subsidiary, T3 Communications, Inc., serves over 2,600 business customers and approximately 28,000 users. The business model of the combined entities is supported by strong and predictable recurring revenue with high gross margins under contracts with business customers in various industries including banking, healthcare, financial services, legal, insurance, hotels, real estate, staffing, municipalities, food services, and education.

  • Closed a $20 million senior secured credit facility with Post Road Group. The Facility enables continued expansion of Digerati’s U.S. operations through organic growth efforts and targeted acquisitions. Post Road Group shares in Digerati’s strategic vision of combining organic growth with accretive acquisitions in building a formidable UCaaS provider for the small and medium-sized business market. With investing expertise in the Technology, Media, and Telecommunications (“TMT”) industries and a culture that aligns with that of the Company, Post Road Group is an ideal financial partner for Digerati during this key phase of its evolution. The initial funding of $14 million from the $20 million multi-draw facility was used to close the Company’s acquisitions of Nexogy, Inc. (Nexogy.com) and ActivePBX (ActivePBX.com), and refinance existing debt. Future draws may be used to fund additional acquisitions within the Company’s robust M&A pipeline of UCaaS providers that meet key financial, technical, and operational criteria, and have excelled at customer service and satisfaction when serving regional businesses. The Facility will support a more streamlined approach to the Company’s acquisition process, accelerating its consolidation strategy in the highly-fragmented UCaaS marketplace.

  • Entered a strategic partnership with Sandler Partners to expand access to America’s fastest-growing master agent and distributor of connectivity and cloud services. Nexogy’s UCaaS and CCaaS (Unified Communications as a Service and Contact Center as a Service) platform will allow Sandler to provide its partners with additional fully integrated solutions. Sandler’s more than 8,000 partners, 200 telecom, cloud, and data providers, and extensive network of expert agents will now be able to distribute Nexogy’s fully integrated suite of cloud communication services.

  • As a result of its acquisition of ActivePBX, the Company achieved the “Built for NetSuite” status for its operating subsidiary, T3 Communications, Inc. The SuiteApp, built for Oracle NetSuite’s SuiteCloud Platform, allows organizations to seamlessly, easily, and conveniently pass CRM data between the company’s cloud PBX and Oracle NetSuite, thus increasing productivity, reducing data entry time, and improving information accuracy across multiple agent touchpoints.

  • Improved balance sheet.

  • Reduced potential equity dilution.

Three Months ended July 31, 2021 Compared to Three Months ended July 31, 2020

Revenue for the three months ended July 31, 2021 was $3.787 million, an increase of $2.220 million or 142% compared to $1.567 million for the three months ended July 31, 2020. The increase in revenue between periods is primarily attributed to the consolidation of the closed acquisitions of Nexogy and ActivePBX during the period.

The total number of customers increased from 731 for the three months ended July 31, 2020 to 2,655 customers for the three months ended July 31, 2021.

Gross profit for the three months ended July 31, 2021 was $2.360 million, resulting in a gross margin of 62.3%, compared to $0.875 million and 55.8% for the three months ended July 31, 2020. The increase in gross margin is primarily due to the addition of high-margin revenue associated with Nexogy’s and ActivePBX’s UCaaS product line.  

Selling, General and Administrative expenses (excluding legal and professional fees) for the three months ended July 31, 2021 increased by $1.301 million, or 174%, to $2.050 million compared to $0.749 million for the three months ended July 31, 2020. The increase in SG&A is attributed to the consolidation of the closed acquisitions of Nexogy and ActivePBX.

Operating loss for the three months ended July 31, 2021, was $0.420 million, an increase of $0.150 million or 56%, compared to $0.270 million for the three months ended July 31, 2020.

Adjusted EBITDA income for the three months ended July 31, 2021, was $0.525 million, an improvement of $0.463 million, compared to an adjusted EBITDA income of $0.062 million for the three months ended July 31, 2020. In accordance with SEC Regulation G, the non-GAAP measurement of Adjusted EBITDA has been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Loss to Adjusted EBITDA” in the financial table included in this press release.

Of note were the following non-cash expenses associated with the three months ended July 31, 2021: Company recognition of stock-based compensation and warrant expense of $0.066 million and depreciation and amortization expense of $0.545 million. Gain on derivative instruments was $0.925 million for the three months ended July 31, 2021.

Non-GAAP operating EBITDA (OPCO EBITDA) for the three months ended July 31, 2021 improved to income of $0.910 million, excluding corporate expenses, compared to a non-GAAP operating income of $0.342 million for the three months ended July 31, 2020.

Net loss for the three months ended July 31, 2021, was $1.219 million, an increase of $0.895 million, as compared to a net loss of $0.324 million, for the three months ended July 31, 2020. The resulting EPS for the three months ended July 31, 2021 was a loss of ($0.01), as compared to a loss of ($0.00) for the three months ended July 31, 2020.

At July 31, 2021, Digerati had $1.489 million of cash.

Twelve Months ended July 31, 2021 Compared to Twelve Months ended July 31, 2020

Revenue for the twelve months ended July 31, 2021 was $12.416 million, an increase of $6.137 million or 98% compared to $6.279 million for the twelve months ended July 31, 2020. The increase in revenue between periods is primarily attributed to the consolidation of the closed acquisitions of Nexogy and ActivePBX during the period.

The total number of customers increased from 731 for the three months ended July 31, 2020 to 2,655 customers for the twelve months ended July 31, 2021.

Gross profit for the twelve months ended July 31, 2021 was $7.281 million, resulting in a gross margin of 58.6%, compared to $3.244 million and 51.7% for the twelve months ended July 31, 2020. The increase in gross margin is primarily due to the addition of high-margin revenue associated with Nexogy’s and ActivePBX’s UCaaS product line.  

Selling, General and Administrative expenses (excluding legal and professional fees) for the twelve months ended July 31, 2021 increased by $2.913 million, or 71%, to $7.019 million compared to $4.106 million for the twelve months ended July 31, 2020. The increase in SG&A is attributed to the consolidation of the closed acquisitions of Nexogy and ActivePBX.

Operating loss for the twelve months ended July 31, 2021, was $2.398 million, an increase of $0.286 million or 14%, compared to $2.112 million for the twelve months ended July 31, 2020.

Adjusted EBITDA income for the twelve months ended July 31, 2021, was $1.155 million, an improvement of $1.162 million, compared to an adjusted EBITDA loss of $0.007 million for the twelve months ended July 31, 2020. In accordance with SEC Regulation G, the non-GAAP measurement of Adjusted EBITDA has been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Loss to Adjusted EBITDA” in the financial table included in this press release.

Of note were the following non-cash expenses associated with the twelve months ended July 31, 2021: Company recognition of stock-based compensation and warrant expense of $0.972 million and depreciation and amortization expense of $1.749 million. Loss on derivative instruments was $9.935 million for the twelve months ended July 31, 2021.

Non-GAAP operating EBITDA (OPCO EBITDA) for the twelve months ended July 31, 2021 improved to income of $2.221 million, excluding corporate expenses, compared to a non-GAAP operating income of $0.883 million for the twelve months ended July 31, 2020.

Net loss for the twelve months ended July 31, 2021, was $16.703 million, an increase of $13.307 million, as compared to a net loss of $3.396 million, for the twelve months ended July 31, 2020. The increase in net loss is due primarily to the additional loss on derivative instruments of $10.198 million, a non-cash expense. The resulting EPS for the twelve months ended July 31, 2021 was a loss of ($0.13), as compared to a loss of ($0.06) for the twelve months ended July 31, 2020.

Use of Non-GAAP Financial Measurements

The Company believes that EBITDA (earnings before interest, taxes, depreciation and amortization) is useful to investors because it is commonly used in the cloud communications industry to evaluate companies on the basis of operating performance and leverage. Adjusted EBITDA provides an adjusted view of EBITDA that takes into account certain significant non-recurring transactions, if any, such as impairment losses and expenses associated with pending acquisitions, which vary significantly between periods and are not recurring in nature, as well as certain recurring non-cash charges such as changes in fair value of the Company’s derivative liabilities and stock-based compensation. The Company also believes that Adjusted EBITDA provides investors with a measure of the Company’s operational and financial progress that corresponds with the measurements used by management as a basis for allocating resources and making other operating decisions. Although the Company uses Adjusted EBITDA as one of several financial measures to assess its operating performance, its use is limited as it excludes certain significant operating expenses. Non-GAAP operating EBITDA (OPCO EBITDA) is useful to investors because it reflects EBITDA for the core operation of the business excluding corporate expenses, non-cash expenses and transactional expenses. EBITDA, Adjusted EBITDA, and Non-GAAP operating EBITDA are not intended to represent cash flows for the periods presented, nor have they been presented as an alternative to operating income or as an indicator of operating performance and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In accordance with SEC Regulation G, the non-GAAP measurements in this press release have been reconciled to the nearest GAAP measurement, which can be viewed under the heading “Reconciliation of Net Loss to Adjusted EBITDA” in the financial table included in this press release.

About Digerati Technologies, Inc.

Digerati Technologies, Inc. (OTCQB: DTGI) is a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the business market. Through its operating subsidiaries T3 Communications (T3com.com) and Nexogy (Nexogy.com), the Company is meeting the global needs of businesses seeking simple, flexible, reliable, and cost-effective communication and network solutions including cloud PBX, cloud telephony, cloud WAN, cloud call center, cloud mobile, and the delivery of digital oxygen on its broadband network. The Company has developed a robust integration platform to fuel mergers and acquisitions in a highly fragmented market as it delivers business solutions on its carrier-grade network and Only in the Cloud™.  For more information, please visit www.digerati-inc.com or follow DTGI on LinkedIn, Twitter and Facebook.

Forward-Looking Statements

The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements related to the future financial performance of the Company. Although the Company believes that the expectations reflected in the forward-looking statements such as annual run-rates of $15.148 million in revenue, $2.100 million in Non-GAAP Adjusted EBITDA and $3.640 million in Non-GAAP operating EBITDA and our ability to secure synergistic, strategic, and accretive acquisitions, are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, our inability to source suitable acquisition targets, failure to execute growth strategies, lack of product development and related market acceptance, the impact of competitive services and pricing, general economic conditions, and other risks and uncertainties described in the Company’s periodic filings with the Securities and Exchange Commission.

Facebook: Digerati Technologies, Inc.
Twitter: @DIGERATI_IR
LinkedIn: Digerati Technologies, Inc.

Investors

The Eversull Group
Jack Eversull
jack@theeversullgroup.com
(972) 571-1624

ClearThink
Brian Loper
bloper@clearthink.capital
(347) 413-4234


DIGERATI TECHNOLOGIES, INC. AND SUBSIDIARIES  
CONSOLIDATED STATEMENTS OF OPERATIONS  
(In thousands, except per share amounts, unaudited)  
           
    Three months ended July 31,   For the Years ended July 31,  
    2021   2020   2021   2020  
OPERATING REVENUES:                  
Cloud software and service revenue   $ 3,787     $ 1,567     $ 12,416     $ 6,279    
                   
Total operating revenues     3,787       1,567       12,416       6,279    
                   
OPERATING EXPENSES:                  
Cost of services (exclusive of depreciation and amortization)     1,427       692       5,135       3,035    
Selling, general and administrative expense     2,050       749       7,019       4,106    
Legal and professional fees     177       234       894       642    
Bad debt     8       14       17       (5 )  
Depreciation and amortization expense     545       148       1,749       613    
Total operating expenses     4,207       1,837       14,814       8,391    
                   
OPERATING LOSS     (420 )     (270 )     (2,398 )     (2,112 )  
                   
OTHER INCOME (EXPENSE):                  
Gain (loss) on derivative instruments     925       194       (9,935 )     263    
Gain (loss) on settlement of debt     213       (5 )     560       129    
Income tax benefit (expense)     (61 )     11       (183 )     33    
Other income (expense)     (294 )     116       (294 )     116    
Interest expense     (1,686 )     (340 )     (4,765 )     (1,853 )  
Total other income (expense)     (903 )     (24 )     (14,617 )     (1,312 )  
                   
NET LOSS INCLUDING NONCONTROLLING INTEREST     (1,323 )     (294 )     (17,015 )     (3,424 )  
                   
Less: Net loss attributable to the noncontrolling interests     109       (11 )     332       47    
                   
NET LOSS ATTRIBUTABLE TO DIGERATI’S SHAREHOLDERS     (1,214 )     (305 )     (16,683 )     (3,377 )  
                   
Deemed dividend on Series A Convertible preferred stock     (5 )     (19 )     (20 )     (19 )  
                   
NET LOSS ATTRIBUTABLE TO DIGERATI’S COMMON SHAREHOLDERS   $ (1,219 )   $ (324 )   $ (16,703 )   $ (3,396 )  
                   
LOSS PER COMMON SHARE – BASIC   $ (0.01 )   $ (0.00 )   $ (0.13 )   $ (0.06 )  
                   
LOSS PER COMMON SHARE – DILUTED   $ (0.01 )   $ (0.00 )   $ (0.13 )   $ (0.06 )  
                   
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – BASIC     137,950,308       90,792,574       129,411,947       53,883,966    
                   
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING – DILUTED     137,950,308       90,792,574       129,411,947       53,883,966    
                   
See notes to consolidated unaudited financial statements  
                   
                   
Reconciliation of Net Income (Loss) to Adjusted EBITDA – OPCO, Net of Non-cash expenses & Transactional Costs  
                   
NET LOSS ATTRIBUTABLE TO DIGERATI’S SHAREHOLDERS, as reported   $ (1,214 )   $ (305 )   $ (16,683 )   $ (3,377 )  
                   
EXCLUDING NON-CASH ITEMS TRANSACTIONAL COSTS & CORP EXP              
ADJUSTMENTS:                  
Stock compensation & warrant expense     66       (5 )     972       1,127    
Corp Expenses net of stock compensation & Transactional cost     384       280       1,066       890    
Legal and professional fees – transactional costs     326       175       815       370    
Depreciation and amortization expense     545       148       1,749       613    
Loss on derivative instruments     (925 )     (194 )     9,935       (263 )  
Bad Debt     8       14       17       (5 )  
OTHER ADJUSTMENTS                  
Other income (expense)     294       (116 )     294       (116 )  
Interest expense     1,686       340       4,765       1,853    
Income tax     61       (11 )     183       (33 )  
Less: Net loss attributable to the noncontrolling interest     (109 )     11       (332 )     (47 )  
Gain (loss) on settlement of debt     (213 )     5       (560 )     (129 )  
                   
ADJUSTED EBITDA – OPCO   $ 910     $ 342     $ 2,221     $ 883    
ADD-BACKS Expenses                  
Corp Expenses net of stock compensation & Transactional cost     384       280       1,066       890    
                   
ADJUSTED EBITDA – Income (Loss)   $ 525     $ 62     $ 1,155     $ (7 )  
                   

 

Harte Hanks Hires Elliott Peterson As Chief Technology Officer


Harte Hanks Hires Elliott Peterson As Chief Technology Officer

 

Former Advantage Solutions Executive Joins Leadership Team

AUSTIN, Texas
Oct. 26, 2021 /PRNewswire/ — 

Harte Hanks
, a leading global customer experience company, announced today that it has named well-respected technology executive  Elliott Peterson as the company’s new Chief Technology Officer.

Peterson joins 
Harte Hanks from Advantage Solutions where he recently served as the interim CIO and Sr. VP of Global Information Technology. He will report directly to  Brian Linscott, CEO, 
Harte Hanks.  

In his new role, Peterson will be responsible for overseeing the company’s global technology operations which include eleven offices in five countries and over 2,000 employees. Peterson will work closely with the company’s leadership team to ensure its technology provides best-in-class solutions in the company’s core business areas of Marketing Services, Customer Care, and Fulfillment and Logistics for its broad portfolio of clients.

“Elliott is an incredibly accomplished technology and business leader who has worked with a wide variety of leading corporations and industries,” says  Brian Linscott
Harte Hanks. “He brings a wealth of experience and knowledge along with a proven track record as a highly innovative leader in digital transformation and business change. He will be a tremendous asset to our team as we continue to focus on profitable growth while expanding our client service capabilities.”

Peterson’s background also includes senior technology executive leadership roles with a diversity of companies in industries ranging from aerospace to retail, entertainment, and transportation including HireRight, 
Westfield LLC, Beats by Dre, PaperlinX, Transit Air Cargo, and NASA among others. 


Harte Hanks has an incredible track record of delivering the best in technology solutions and results for its clients,” says Peterson. “I am thrilled to be joining the organization during this exciting and rapidly accelerating time for the customer experience industry. I’m looking forward to working with them to ensure they have the most effective technology resources and systems in the marketplace.”

About Harte Hanks


Harte Hanks
 (OTCMKTS: HRTH) is a global customer experience company whose mission is to work with clients to provide them with strategy, analytics and insights combined with seamless program execution to better understand, attract, and engage their customers.

Using its unparalleled resources and award-winning talent in the areas of Customer Care, Fulfillment and Logistics, and Marketing Services, 
Harte Hanks has a proven track record of driving results for some of the world’s premier brands including 
Bank of America, GlaxoSmithKline, Unilever, Pfizer, HBOMax, Volvo, 
Ford, FedEx, Midea, Sony, and IBM among others. Headquartered in 
Austin, Texas
Harte Hanks has over 2,000 employees in offices across the 
Americas
Europe and 
Asia Pacific.

For more information visit hartehanks.com

For media inquiries contact:  Patrick Taylor, 59Media, patricktaylor0103@gmail.com

SOURCE 
Harte Hanks, Inc.

Release – Salem Media Group Schedules Third Quarter 2021 Earnings Release and Teleconference


Salem Media Group Schedules Third Quarter 2021 Earnings Release and Teleconference

IRVING, Texas–(BUSINESS WIRE)– Salem Media
Group, Inc.
 (NASDAQ: SALM) announced today that it plans to report its third quarter 2021 financial results after the market closes on November 4, 2021.

The company also plans to host a teleconference to discuss its results on November 4, 2021 at 4:00 P.M. Central Time. To access the teleconference, please dial (877) 524-8416, and then ask to be joined to the Salem Media Group Third Quarter 2021 call or listen to the webcast.

A replay of the teleconference will be available through November 18, 2021 and can be heard by dialing (877) 660-6853 – replay pin number 13722694, or on the investor relations portion of the company’s website, located at investor.salemmedia.com.

ABOUT SALEM MEDIA GROUP:

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.comFacebook and Twitter.

View
source version on businesswire.com: 
https://www.businesswire.com/news/home/20211026005088/en/

Evan D. Masyr
Executive Vice President and Chief
Financial Officer
(805) 384-4512
evan@salemmedia.com

Source: Salem Media Group, Inc.

Released October 26, 2021

Release – Gray Announces Private Offering of Senior Notes


Gray Announces Private Offering of Senior Notes

ATLANTA, Oct. 25, 2021 (GLOBE NEWSWIRE) — Gray
Television, Inc. (“Gray,” “we,” “us” or “our”) (NYSE: GTN)
 announced today that a special purpose wholly owned subsidiary of Gray intends to offer up to $1,125 million aggregate principal amount of senior notes due 2031, subject to market conditions. The offering will be exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”).

The notes are being offered to finance, together with cash on hand and anticipated borrowings under Gray’s senior credit facility, Gray’s pending merger with Meredith Corporation (“Meredith”), pursuant to which Gray will acquire Meredith’s local media group, immediately after and subject to Meredith’s spin-off of its national media group to the Meredith shareholders (the “Meredith Merger”), which was previously announced on May 3, 2021. If the Meredith Merger is consummated and certain other conditions are satisfied, the net proceeds from the offering will be released from escrow to fund the Meredith Merger, and Gray will become the obligor under the notes (the “Assumption”).

Following the Assumption, the notes will be guaranteed, jointly and severally, by each existing and future restricted subsidiary of Gray that guarantees Gray’s existing senior credit facility.

The notes and related guarantees will be offered only to qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Act.

Cautionary Statements for Purposes
of the “Safe Harbor” Provisions of the Private Securities Litigation
Reform Act

This press release contains certain forward-looking statements that are based largely on Gray’s current expectations and reflect various estimates and assumptions by Gray. These statements are statements other than those of historical fact, and may be identified by words such as “estimates,” “expect,” “anticipate,” “will,” “implied,” “assume” and similar expressions. Forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond Gray’s control, include Gray’s ability to complete its pending acquisition of Meredith Corporation’s local media group or other pending transactions on the terms and within the timeframe currently contemplated, any material regulatory or other unexpected requirements in connection therewith, and other future events. Gray is subject to additional risks and uncertainties described in Gray’s quarterly and annual reports filed with the Securities and Exchange Commission from time to time, including in the “Risk Factors,” and management’s discussion and analysis of financial condition and results of operations sections contained therein, which reports are made publicly available via its website, www.gray.tv. Any forward-looking statements in this communication should be evaluated in light of these important risk factors. This press release reflects management’s views as of the date hereof. Except to the extent required by applicable law, Gray undertakes no obligation to update or revise any information contained in this communication beyond the date hereof, whether as a result of new information, future events or otherwise.


Contact Data

 
www.gray.tv
Jim Ryan, Executive Vice President and Chief Financial Officer, 404-504-9828
Kevin P. Latek, Executive Vice President, Chief Legal and Development Officer, 404-266-8333

Release – Esports Entertainment Group Announces Fan-Centered EGL ClubClash Program with Professional Sports Teams

 


Esports Entertainment Group Announces Fan-Centered EGL ClubClash Program with Professional Sports Teams

Newark, New Jersey–(Newsfile Corp. – October 21, 2021) – Esports Entertainment Group, Inc. (NASDAQ: GMBL) (NASDAQ: GMBLW) (or the “Company”) has partnered with a number of professional sports teams as their official esports tournament provider. Over the past year, fans of these organizations have enjoyed playing in one-off tournaments to see who is the best gamer. In an effort to provide fans more opportunities for interaction with one another and all of the participating teams, the Company is excited to unveil a brand new, immersive program titled “EGL ClubClash”, which gives fans the opportunity to play on their team’s behalf to prove which team has the greatest gamers.

As competitors play different games, they will earn team and individual points called “ClubClash Rep” which can be used to redeem everything from team merchandise to tickets. Some of the top prizes include tickets to a home game, signed and game worn memorabilia, video messages from players and more.

“With the unveiling of EGL ClubClash, we’re thrilled to bring a unique experience to sports and esports fans alike,” said Magnus Leppäniemi, President of Esports at Esports Entertainment Group. “Competitors will get to play their favorite games while also being able to earn exclusive experiences that bring them closer to the team they follow and represent during this program.”

Each professional team participating in EGL ClubClash will have their own leaderboards with constant updates on weekly and lifetime ranking in addition to where the team stands in the overall program standings. EGL Club Clash will have two distinct areas – Arena and Arcade – with arena being a more traditional competitive platform where players will vie for Rep and cash prizes through solo play and tournaments. Meanwhile, Arcade allows players to compete at any time to earn Rep.

EGL ClubClash’s Arena mode opens up preseason registration on October 25, 2021 with the preseason getting underway on November 24. The preseason finals will take place December 15-18. Madden, Fortnite, Rocket League and Valorant are the four games selected for the preseason. The first full season (arcade and arena) kicks off on January 3, 2022, with the finals taking place March 23-26.

About Esports Entertainment Group

Esports Entertainment Group is a full stack esports and online gambling company fueled by the growth of video-gaming and the ascendance of esports with new generations. Our mission is to help connect the world at large with the future of sports entertainment in unique and enriching ways that bring fans and gamers together. Esports Entertainment Group and its affiliates are well-poised to help fans and players to stay connected and involved with their favorite esports. From traditional sports partnerships with professional NFL/NHL/NBA/FIFA teams, community-focused tournaments in a wide range of esports, and boots-on-the-ground LAN cafes, EEG has influence over the full-spectrum of esports and gaming at all levels. The Company maintains offices in New Jersey, the UK and Malta. For more information visit www.esportsentertainmentgroup.com.

Forward-Looking Statements

The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.

Contact:

U.S. Investor Relations
RedChip Companies, Inc.
Dave Gentry
407-491-4498

dave@redchip.com

Media Inquiries
brandon.apter@esportsentertainmentgroup.com

Investor Relations Inquiries
Jeff@esportsentertainmentgroup.com