SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission file number 0-13020
------------------------------
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3980449
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 West 57th Street, New York, NY 10019
(Address of principal executive offices) (Zip Code)
(212) 641-2000
Registrant's telephone number, including area code
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No ___
Number of shares of Stock Outstanding at November 5, 2004 (excluding treasury
shares):
Common Stock, par value $.01 per share - 95,719,487 shares
Class B Stock, par value $.01 per share - 291,796 shares
WESTWOOD ONE, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Item 3. Qualitative and Quantitative Disclosures
About Market Risk 16
Item 4. Controls and Procedures 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds 18
Item 3. Default Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits 18
SIGNATURES 19
CERTIFICATIONS 20
Item 1 - Financial Statements
WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, December 31,
2004 2003
---- ----
(Unaudited)
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 9,188 $ 8,665
Accounts receivable, net of allowance for doubtful accounts
of $3,019 (2004) and $4,334 (2003) 124,051 135,720
Prepaid and other assets 27,188 21,110
----------- -----------
Total Current Assets 160,427 165,495
PROPERTY AND EQUIPMENT, NET 49,151 50,562
GOODWILL 990,472 990,472
INTANGIBLE ASSETS, NET 6,469 7,626
OTHER ASSETS 39,265 47,879
----------- -----------
TOTAL ASSETS $ 1,245,784 $ 1,262,034
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 15,164 $ 13,136
Amounts payable to related parties 22,821 18,680
Deferred revenue 11,831 12,215
Income taxes payable - 3,760
Accrued expenses and other liabilities 31,125 32,082
---------- -----------
Total Current Liabilities 80,941 79,873
LONG-TERM DEBT 343,952 300,366
DEFERRED INCOME TAXES 40,126 36,902
OTHER LIABILITIES 8,465 8,943
---------- -----------
TOTAL LIABILITIES 473,484 426,084
---------- -----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock: authorized 10,000 shares, none outstanding - -
Common stock, $.01 par value: authorized, 261,715 shares;
issued and outstanding, 95,720 (2004) and 99,057 (2003) 957 991
Class B stock, $.01 par value: authorized, 3,000 shares:
issued and outstanding, 292 (2004) and 704 (2003) 3 7
Additional paid-in capital 388,180 517,132
Accumulated earnings 384,909 319,020
---------- -----------
774,049 837,150
Less treasury stock, at cost; 90 (2004) and 35 (2003) shares (1,749) (1,200)
---------- -----------
TOTAL SHAREHOLDERS' EQUITY 772,300 835,950
---------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,245,784 $ 1,262,034
=========== ===========
See accompanying notes to consolidated financial statements.
3
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2004 2003 2004 2003
---- ---- ---- ----
NET REVENUES $141,422 $134,680 $410,615 $393,150
------- ------- ------- -------
Operating Costs (includes related party expenses
of $19,784, $19,289 , $64,111 , and $60,777,
respectively) 94,162 83,274 277,419 261,830
Depreciation and Amortization (includes related
party warrant amortization of $2,427, $338, $5,191,
and $1,014, respectively) 4,964 2,889 13,074 8,629
Corporate General and Administrative Expenses
(includes related party expenses of $759, $703,
$2,221, and $2,090, respectively) 1,877 1,735 5,653 5,026
------- ------- ------- -------
101,003 87,898 296,146 275,485
------- ------- ------- -------
OPERATING INCOME 40,419 46,782 114,469 117,665
Interest Expense 2,911 2,546 8,528 7,493
Other Income (41) (8) (114) (44)
------- ------- ------- -------
INCOME BEFORE INCOME TAXES 37,549 44,244 106,055 110,216
INCOME TAXES 14,313 16,534 40,166 41,256
------- ------- ------- -------
NET INCOME $ 23,236 $ 27,710 $ 65,889 $ 68,960
======== ======== ======== ========
NET INCOME PER SHARE:
BASIC $ 0.24 $ 0.28 $ 0.67 $ 0.68
======== ======== ======== ========
DILUTED $ 0.24 $ 0.27 $ 0.66 $ 0.66
======== ======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 96,457 100,575 97,806 101,803
======== ======== ======== ========
DILUTED 97,224 102,868 99,101 104,232
======== ======== ======== ========
See accompanying notes to consolidated financial statements
4
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Nine Months Ended
September 30,
-----------------
2004 2003
---- ----
(Unaudited)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $65,889 $68,960
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 13,073 8,629
Deferred taxes 1,232 2,998
Amortization of deferred financing costs 625 477
------- -------
80,819 81,064
Changes in assets and liabilities:
Accounts receivable 11,669 7,497
Prepaid and other assets 2,998 1,661
Deferred revenue (384) (887)
Income taxes payable 7,989 1,441
Accounts payable and accrued
and other liabilities 1,039 3,743
Amounts payable to related parties 4,141 69
------- -------
Net Cash Provided By Operating Activities 108,271 94,588
------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures (5,020) (3,307)
Other 7 (63)
------- -------
Net Cash Used In Investing Activities (5,013) (3,370)
------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock 36,234 5,867
Borrowings under bank and other long-term obligations 170,000 55,000
Debt repayments and payments of capital lease obligations (125,447) (419)
Repurchases of common stock (182,239) (145,610)
Deferred financing costs (1,283) -
-------- --------
Net Cash Used In Financing Activities (102,735) (85,162)
--------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS 523 6,056
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,665 7,371
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $9,188 $13,427
======== ========
See accompanying notes to consolidated financial statements.
5
WESTWOOD ONE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
NOTE 1 - Basis of Presentation:
-------------------------------
The accompanying consolidated balance sheet as of September 30, 2004, the
consolidated statements of operations and the consolidated statements of cash
flows for the three and nine month periods ended September 30, 2004 and 2003 are
unaudited, but in the opinion of management include all adjustments necessary
for a fair presentation of the financial position, the results of operations and
cash flows for the periods presented. Results of operations for interim periods
are not necessarily indicative of annual results. These financial statements
should be read in conjunction with the Company's Annual Report on Form 10-K,
filed with the Securities and Exchange Commission.
NOTE 2 - Earnings Per Share:
----------------------------
Basic earnings per share excludes all dilution and is calculated using the
weighted average number of shares outstanding in the period. Diluted earnings
per share reflects the potential dilution that would occur if all financial
instruments which may be exchanged for equity securities were exercised or
converted to Common Stock.
The Company has issued options and warrants which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The following numbers of shares related to options and warrants were added to
the basic weighted average shares outstanding to arrive at the diluted weighted
average shares outstanding for each period:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
2004 2003 2004 2003
---- ---- ---- ----
Options 767 2,293 1,295 2,429
Common equivalent shares are excluded in periods in which they are
anti-dilutive. The following options were excluded from the calculation of
diluted earnings per share because the exercise price was greater than the
average market price of the Company's Common Stock for each period:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -------------------
2004 2003 2004 2003
---- ---- ---- ----
Options 4,229 2,931 3,726 1,590
The per share exercise prices of the options were $22.57-$38.34 in 2004,
and $32.25-$38.34 in 2003. Also excluded were 4,500 warrants issued in May 2002
in conjunction with an extension of the terms of the Company's management
agreement with a related party.
6
NOTE 3 - Debt:
Long-term debt consists of the following at:
September 30, 2004 December 31, 2003
------------------ -----------------
Term Loan $120,000 -
Revolving Credit Facility 25,000 $100,000
4.64% Senior Unsecured Notes 50,000 50,000
5.26% Senior Unsecured Notes 150,000 150,000
Fair market value of Swap (a) (1,048) 366
-------- --------
$343,952 $300,366
======== ========
(a) write-up (write-down) to market value adjustments for debt with qualifying
hedges that are recorded as debt on the balance sheet.
On March 3, 2004, the Company refinanced its existing senior loan agreement
with a syndicate of banks led by JP Morgan Chase Bank and Bank of America. The
new facility is comprised of a five-year $120,000 term loan and a five-year
$180,000 revolving credit facility (collectively the "New Facility"). In
connection with the closing of the New Facility, the Company borrowed the full
amount of the term loan, the proceeds of which were used to repay the
outstanding borrowings under the prior facility. Interest on the New Facility is
payable at the prime rate plus an applicable margin of up to .25% or LIBOR plus
an applicable margin of up to 1.25%, at the Company's option. The New Facility
contains covenants relating to dividends, liens, indebtedness and interest
coverage and leverage ratios. At September 30, 2004, the Company had available
borrowings under the New Facility of $155,000.
NOTE 4 - Related Party Transactions:
In return for receiving services under a management agreement (the
"Management Agreement"), the Company compensates Infinity Broadcasting
Corporation ("Infinity"), a wholly-owned subsidiary of Viacom Inc, via an annual
base fee and provides Infinity the opportunity to earn an incentive bonus if the
Company exceeds pre-determined targeted cash flows. In addition to the base fee
and incentive compensation, the Company also granted Infinity fully vested and
non-forfeitable warrants to purchase Company Common Stock.
In addition to the Management Agreement, the Company also enters into other
transactions with Infinity in the normal course of business. These transactions
are more fully described in the Company's Annual Report on Form 10-K.
The Company incurred the following expenses relating to transactions with
Infinity or its affiliates for the three and nine-month periods ended September
30:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
2004 2003 2004 2003
---- ---- ---- ----
Representation Agreement $6,612 $6,862 $20,529 $20,793
Programming and Affiliations 13,172 12,427 43,582 39,984
Management Agreement (excluding warrant
amortization) 759 703 2,221 2,090
Warrant Amortization 2,427 338 5,191 1,014
------- ------- ------- -------
$22,970 $20,330 $71,523 $63,881
======= ======= ======= =======
NOTE 5 - Stock Options:
The Company applies APB 25 and related interpretations in accounting for
its stock option plans. Accordingly, no compensation expense has been recognized
for its plans. For the three and nine-month periods ended September 30, 2004 and
2003, had compensation cost been determined in accordance with the methodology
prescribed by SFAS 123, the Company's net income and earnings per share would
have been reduced by approximately $2,261 ($.02 per basic share and diluted
share) and $2,209 ($.02 per basic and diluted share) for the three-month
periods, respectively and $6,809 ($.07 per basic and diluted share) and $6,364
7
($.06 per basic and diluted share) for the nine month periods, respectively.
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ -----------------
2004 2003 2004 2003
---- ---- ---- ----
Net Income as Reported $23,236 $27,710 $65,889 $68,960
Deduct: Total Stock Based
Employee Compensation Expense,
Net of Tax (2,261) (2,209) (6,809) (6,364)
------- ------- ------- -------
Pro Forma Net Income $20,975 $25,501 $59,080 $62,596
======= ======= ======= =======
Net Income Per Share:
Basic - As Reported $.24 $.28 $.67 $.68
==== ==== ==== ====
Basic - Pro Forma $.22 $.25 $.60 $.62
==== ==== ==== ====
Diluted - As Reported $.24 $.27 $.66 $.66
==== ==== ==== ====
Diluted - Pro Forma $.22 $.25 $.60 $.60
==== ==== ==== ====
NOTE 6 - Shareholders' Equity:
On September 27, 2004 a Shareholder converted 411,670 shares of Class B
Stock into Common Stock. Common Stock is entitled to one vote per share while
Class B Stock is entitled to 50 votes per share, and Class B Stock is
convertible to Common Stock on a share-for-share basis.
8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (In thousands except for share and per share amounts)
EXECUTIVE OVERVIEW
Westwood One supplies radio and television stations with information
services and programming. The Company is the largest domestic outsource provider
of traffic reporting services and the nation's largest radio network, producing
and distributing national news, sports, talk, music and special event programs,
in addition to local news, sports, weather, video news and other information
programming. The commercial airtime that we sell to our advertisers is acquired
from radio and television affiliates in exchange for our programming, content,
information, and in certain circumstances, cash compensation.
The radio broadcasting industry has experienced a significant amount of
consolidation in recent years. As a result, certain major radio station groups,
including Infinity and Clear Channel Communications, have emerged as leaders in
the industry. Westwood One is managed by Infinity under a Management Agreement,
which expires on March 31, 2009. While Westwood One provides programming to all
major radio station groups, the Company has affiliation agreements with most of
Infinity's owned and operated radio stations, which in the aggregate, provide
the Company with a significant portion of the audience that it sells to
advertisers. Accordingly, the Company's operating performance could be
materially adversely impacted by its inability to continue to renew its
affiliate agreements with Infinity stations.
The Company derives substantially all of its revenues from the sale of :10
second, :30 second and :60 second commercial airtime to advertisers. Our
advertisers who target local/regional audiences generally find the most
effective method is to purchase shorter duration :10 second advertisements,
which are principally correlated to traffic and information related programming
and content. Our advertisers who target national audiences generally find the
most cost effective method is to purchase longer :30 or :60 second
advertisements, which are principally correlated to news, talk, sports and music
and entertainment related programming and content. Generally, the greater amount
of programming we provide our affiliates the greater amount of commercial
airtime is available for the Company to sell. Additionally, over an extended
period of time an increase in the listening audience results in our ability to
generate more revenues. Our goal is to maximize the yield of our available
commercial airtime to optimize revenues.
In managing our business, we develop programming and exploit the commercial
airtime by concurrently taking into consideration the demands of our advertisers
on both a market specific and national basis, the demands of the owners and
management of our radio station affiliates, and the demands of our programming
partners and talent. Our continued success and prospects for growth are
dependent upon our ability to manage the aforementioned factors in a cost
effective manner. Our results may also be impacted by overall economic
conditions, trends in demand for radio related advertising, competition, and
risks inherent in our customer base, including customer attrition and our
ability to generate new business opportunities to offset any attrition.
There are a variety of factors that influence the Company's revenues on a
periodic basis including but not limited to: (i) economic conditions and the
relative strength or weakness in the United States economy, (ii) advertiser
spending patterns and the timing of the broadcasting of our programming,
principally the seasonal nature of sports programming, (iii) advertiser demand
on a local/regional or national basis for the Company's related advertising
products, (iv) increases or decreases in our portfolio of program offerings and
related audiences, including changes in the demographic composition of our
audience base and (v) competitive and alternative programs and advertising
mediums.
Our ability to specifically isolate the relative historical aggregate
impact of price and volume is not practical as commercial airtime is sold and
managed on an order-by-order basis. It should be noted, however, that the
Company closely monitors advertiser commitments for the current calendar year,
with particular emphasis placed on the next three month period. Factors
impacting the pricing of commercial airtime include, but are not limited to: (i)
the dollar value, length and breadth of the order, (ii) the desired reach and
audience demographic, (iii) the level of commercial airtime available for the
desired demographic requested by the advertiser for sale at the time their order
is negotiated; and (iv) the proximity of the date of the order placement to the
9
desired broadcast date of the commercial airtime. Our commercial airtime is
perishable, and accordingly, our revenues are significantly impacted by the
commercial airtime available at the time we enter into an arrangement with an
advertiser.
The principal critical components of our operating expenses are
programming, production and distribution costs (including affiliate compensation
and broadcast rights fees), selling expenses (including bad debt expenses,
commissions and promotional expenses), depreciation and amortization, and
corporate, general and administrative expenses. Corporate general and
administrative expenses are primarily comprised of costs associated with the
Infinity Management Agreement, personnel costs and other administrative
expenses, including those associated with new corporate governance regulations.
We consider the Company's operating cost structure to be predominantly
fixed in nature, and as a result, the Company needs at least several months
lead-time to make reductions in its cost structure to react to what it believes
are more than temporary declines in advertiser demand. This factor is important
in predicting the Company's performance in periods when advertiser revenues are
increasing or decreasing. In periods where advertiser revenues are increasing,
the fixed nature of a substantial portion of our costs means that Operating
Income will grow faster than the related growth in revenue. Conversely, in a
period of declining revenue Operating Income will decrease by a greater
percentage than the decline in revenue because of the lead-time needed to reduce
the Company's operating cost structure. Furthermore, if the Company perceives a
decline in revenue to be temporary, it may choose not to reduce its fixed costs,
or may even increase its fixed costs, so as to not limit its future growth
potential when the advertising marketplace rebounds.
Results of Operations
---------------------
Three Months Ended September 30, 2004 Compared
With Three Months Ended September 30, 2003
------------------------------------------
Revenues
Revenues presented by type of commercial advertisements are as follows for the
three-month periods ending September 30:
2004 2003
-------------------- ---------------------
$ % of total $ % of total
------- ---------- -------- ----------
Local/Regional $75,374 53% $71,740 53%
National 66,048 47% 62,940 47%
------- ---- ------- ----
Total (1) $141,422 100% $134,680 100%
======== ==== ======== ====
(1) As described above, the Company currently aggregates revenue data based on
the type of commercial airtime sold. A number of advertisers purchase both
local/regional and national commercial airtime. Accordingly, this factor
should be considered in evaluating the relative revenues generated on a
local/regional versus national basis. Our objective is to optimize total
revenues from advertisers.
Revenues for the third quarter of 2004 increased $6,742, or 5%, to $141,422
compared with $134,680 in the third quarter of 2003. Both local/regional and
national revenues increased in the quarter compared with the comparable 2003
period.
During the third quarter of 2004, revenues aggregated from the sale of
local/regional airtime increased approximately 5%, or approximately $3,634, and
national based revenues increased approximately 5%, or $3,108 compared with the
third quarter of 2003.
In the third quarter of 2004, the increase in our aggregated local/regional
based revenues was the result of an increase in demand for our products and
services. The increase in national based revenue was primarily attributable to
revenues associated with the Company's exclusive broadcast of the 2004 Summer
Olympic games.
10
Operating Costs
Operating costs for the three months ended September 30, 2004 and 2003 were
as follows:
2004 2003
-------------------- -----------------------
$ % of total $ % of total
------- ---------- -------- ----------
Programming, production and
distribution expenses $72,451 77% $63,029 76%
Selling expenses 11,772 12% 13,574 16%
Other operating expenses 9,939 11% 6,672 8%
------- ---- ------- ----
$94,162 100% $83,275 100%
======= ==== ======= ====
Operating costs increased approximately 13%, or $10,888, to $94,162 in 2004
from $83,274 in the third quarter of 2003. That increase was principally
attributable to increases in programming, production and distribution expenses
resulting from the investment in additional network audiences and adding station
affiliations, expanding into new traffic and information markets, the
development of new program offerings, and costs associated with our exclusive
broadcast of the 2004 Summer Olympic games, which were partially offset by lower
selling expenses. In addition, during the third quarter of 2003, the Company
received proceeds of $2.6 million from an insurance settlement related to claims
attributable to the September 11, 2001 terrorist attacks which offset reported
operating expenses for the quarter ended September 30, 2003.
Depreciation and Amortization
Depreciation and amortization increased $2,075, or 72%, to $4,964 in the
third quarter of 2004 from $2,889 in the third quarter of 2003. The increase was
principally attributable to higher amortization resulting from an increase in
the fair market value of the warrants issued to Infinity as part of the
extension of the Management Agreement which commenced in the second quarter of
2004.
Corporate General and Administrative Expenses
Corporate general and administrative expenses increased $141, or 8%, to
$1,877 in the third quarter of 2004 from $1,735 in the third quarter of 2003.
The increase was principally attributable to higher expenses associated with our
corporate governance activities, including fees incurred for professional
services.
Operating Income
Operating income decreased $6,363, or 14% to $40,419 in the third quarter
of 2004 from $46,782 in the third quarter of 2003.
Interest Expense
Interest expense increased 14% in the third quarter of 2004 to $2,911 from
$2,546 in 2003. The increase was principally attributable to higher average debt
outstanding.
Provision for income taxes
Income tax expense in the third quarter of 2004 was $14,313 compared with
$16,534 in the third quarter of 2003. The Company's effective income tax rate in
the third quarter of 2004 was approximately 38.1% compared with 37.4% in the
comparable period of 2003.
11
Net income
Net income in the third quarter of 2004 was $23,236 compared with $27,710
in the third quarter of 2003, a decrease of $4,474, or 16%. Net income per basic
share decreased approximately $.04, or 14%, to $.24 compared with $.28 in the
third quarter of 2003. Net income per diluted share decreased approximately
$.03, or 11%, to $.24 compared with $.27 in the comparable 2003 period.
Earnings per share
Weighted averages shares outstanding used to compute basic and diluted
earnings per share decreased approximately 4% and 6%, respectively, to 96,457
and 97,224, respectively, in the third quarter of 2004 from 100,575 and 102,868,
respectively, in the third quarter of 2003. The decrease in weighted average
shares outstanding is principally attributable to the Company's stock repurchase
program.
Nine Months Ended September 30, 2004 Compared
With Nine Months Ended September 30, 2003
-----------------------------------------
Revenues
Revenues presented by type of commercial advertisements are as follows for
the nine-month periods ending September 30:
2004 2003
---------------------- -----------------------
$ % of total $ % of total
--------- ---------- --------- ----------
Local/Regional $ 216,421 53% $ 209,044 53%
National 194,194 47% 184,106 47%
--------- ---- --------- ----
Total (1) $ 410,615 100% $ 393,150 100%
========= ==== ========= ====
(1) As described above, the Company currently aggregates revenue data based on
the type of commercial airtime sold. A number of advertisers purchase both
local/regional and national commercial airtime. Accordingly, this factor
should be considered in evaluating the relative revenues generated on a
local/regional versus national basis. Our objective is to optimize total
revenues from advertisers.
Revenues for the first nine months of 2004 increased $17,465, or 4%, to
$410,615 compared with $393,150 in the first nine months of 2003. Both
local/regional and national revenues increased in the first nine months compared
with the comparable 2003 period.
During the first nine months of 2004, revenues aggregated from the sale of
local/regional airtime increased approximately 4%, or approximately $7,377, and
national based revenues increased approximately 5%, or $10,088 compared with the
first nine months of 2003. The increase is a result of higher demand for our
products and services.
In the first nine months of 2004, the increase in our aggregated national
based revenues was accomplished through attaining higher revenues in the news
and entertainment programming categories and through adding station
affiliations. Additionally, in the first nine months of 2004 National based
revenue includes revenues associated with the Company's exclusive broadcast of
the 2004 Summer Olympic games.
12
Operating Costs
Operating costs for the nine months ended September 30, 2004 and 2003 were
as follows:
2004 2003
--------------------- ------------------
$ % of total $ % of total
-------- ---------- -------- ----------
Programming, production and
distribution expenses $206,312 74% $191,446 73%
Selling expenses 39,944 15% 42,049 16%
Other operating expenses 31,163 11% 28,335 11%
-------- ---- -------- ----
$277,419 100% $261,830 100%
======== ==== ======== ====
Operating costs increased approximately 6%, or $15,589, to $277,419 in 2004
from $261,830 in the first nine months of 2003. The increase was principally
attributable to increases in programming, production and distribution expenses
resulting from the investment in additional network audiences and adding station
affiliations, expanding into new traffic and information markets, the
development of new program offerings, and costs associated with our exclusive
broadcast of the 2004 Summer Olympic Games, which were partially offset by lower
selling expenses. In addition, during the third quarter of 2003, the Company
received proceeds of $2.6 million from an insurance settlement related to claims
attributable to the September 11, 2001 terrorist attacks which offset reported
operating expenses for the nine months ended September 30, 2003.
Depreciation and Amortization
Depreciation and amortization increased $4,445, or 52%, to $13,074 in the
first nine months of 2004 from $8,629 in the comparable 2003 period. The
increase was principally attributable to higher amortization resulting from an
increase in the fair market value of the warrants issued to Infinity as part of
the extension of the Management Agreement which was effective in the second
quarter of 2004.
We expect depreciation and amortization expense will increase by
approximately $2,100 for the remaining quarter in 2004 versus the comparable
period in the prior year due to increased warrant amortization.
Corporate General and Administrative Expenses
Corporate general and administrative expenses increased $626, or 13%, to
$5,653 in the first nine months of 2004 from $5,026 in the comparable period of
2003. The increase was principally attributable to higher expenses associated
with our corporate governance activities, including fees incurred for
professional services.
We expect our corporate general and administrative costs will continue to
increase in the last quarter of 2004 compared with 2003. We expect to incur
increased expenses relating to our compliance and corporate governance
activities. Further, we note that our incentive bonus arrangement with Infinity
is variable, contingent upon our performance.
Operating Income
Operating income decreased $3,196, or 3%, to $114,469 in the first nine
months of 2004 from $117,665 in the same period of 2003.
Interest Expense
Interest expense increased 14% in the first nine months of 2004 to $8,528
from $7,493 in 2003. The increase was attributable to higher debt outstanding as
well as to the amortization of $325 of previously capitalized deferred debt
costs attributable to the refinancing of our bank credit facility.
13
We expect that our interest expense will continue to increase in the last
quarter of 2004 versus the comparable period in the prior year commensurate with
our anticipated higher average debt levels.
Provision for income taxes
Income tax expense in the first nine months of 2004 was $40,166 compared
with $41,256 in the first nine months of 2003. The Company's effective income
tax rate in the first nine months of 2004 was approximately 37.8%, compared with
37.4% in the comparable 2003 period.
Net income
Net income in the first nine months of 2004 was $65,889 compared with
$68,960 in the comparable 2003 period, a decrease of $3,017, or 5%. Net income
per basic share was $.67 compared with $.68 in the first nine months of 2003.
Net income per diluted share was $.66 compared with $.66 in the comparable 2003
period.
Earnings per share
Weighted averages shares outstanding used to compute basic and diluted
earnings per share decreased approximately 4% and 5%, respectively, to 97,806
and 99,101, respectively, in the first nine months of 2004 compared with 101,803
and 104,232, respectively, in the same period of 2003. The decrease is
principally attributable to the Company's stock repurchase program.
Liquidity and Capital Resources
The Company continually projects anticipated cash requirements, which
include share repurchases, acquisitions, capital expenditures, and principal and
interest payments on its outstanding indebtedness. Funding requirements are
financed through cash flow from operations, short-term borrowings and/or the
issuance of long-term debt.
At September 30, 2004, the Company's principal sources of liquidity were
its cash and cash equivalents of $9,188 and available borrowings under its bank
facility which is further described below.
The Company has and continues to expect to generate significant cash flows
from operating activities. For the nine month periods ended September 30, 2004
and 2003, net cash provided by operating activities were $108,271 and $94,588,
respectively.
At September 30, 2004, the Company had an unsecured $120,000 term loan and
a $180,000 bank revolving credit facility (the "New Facility"), $50,000 in
senior unsecured notes due in 2009 and $150,000 in senior unsecured notes due in
2012 (collectively the "Notes"). At September 30, 2004, the Company had
available borrowings of $155,000 under its New Facility.
In conjunction with the Company's objective of enhancing shareholder value,
the Company's Board of Directors has authorized a stock repurchase program. In
the first nine months of 2004, the Company principally used cash flow from
operations and bank borrowings to purchase approximately 6,936 shares of the
Company's Common Stock for a total cost of approximately $182,239. In the first
nine months of 2003, the Company purchased approximately 4,412 shares of the
Company's Common Stock for a total cost of $145,610. In the month of October,
the Company repurchased an additional 475 shares of Common Stock at a cost of
approximately $9,942. The Company expects to continue to use its cash flow to
repurchase its Common Stock. At October 30, 2004, the Company had
authorization to repurchase up to an additional $186,459 of its Common Stock.
14
The Company's business does not require, and is not expected to require,
significant cash outlays for capital expenditures.
The Company believes that its cash, other liquid assets, operating cash
flows and available bank borrowings, taken together, provide adequate resources
to fund ongoing operating requirements.
Forward-Looking Statements and Factors Affecting Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements made by or on the behalf of the Company.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
statements are based on management's views and assumptions at the time the
statements are made; however, no assurances can be given that management's
expectations will come to pass. The forward-looking statements included in this
document are only made as of the date of this document and the Company does not
have any obligation to publicly update any forward-looking statement to reflect
subsequent events or circumstances.
Factors That May Affect Forward-Looking Statements
A wide range of factors could materially affect future developments and
performance including the following:
-- The Company is managed by Infinity under the terms of the Management
Agreement, which expires in 2009. In addition, the Company has
extensive business dealings with Infinity and its affiliates in its
normal course of business. The Company's business prospects could be
adversely affected by its inability to retain Infinity's services
under the Management Agreement beyond the contractual term.
-- The Company competes in a highly competitive business. Its radio
programming competes for audiences and advertising revenues directly
with radio and television stations and other syndicated programming,
as well as with such other media as newspapers, magazines, cable
television, outdoor advertising and direct mail. Audience ratings and
revenue shares are subject to change and any adverse change in a
particular geographic area could have a material and adverse effect on
the Company's ability to attract not only advertisers in that region,
but national advertisers as well. Future operations are further
subject to many factors which could have an adverse effect upon the
Company's
financial performance. These factors include:
- economic conditions, both generally and relative to the
broadcasting industry;
- shifts in population and other demographics;
- the level of competition for advertising dollars;
- fluctuations in programming costs;
- technological changes and innovations;
- changes in labor conditions; and
- changes in governmental regulations and policies and actions of
federal regulatory bodies.
Although the Company believes that its radio programming will be able to
compete effectively and will continue to attract audiences and advertisers,
there can be no assurance that the Company will be able to maintain or increase
the current audience ratings and advertising revenues.
-- The radio broadcasting industry has experienced a significant amount
of consolidation in recent years. As a result, certain major station
groups, including Infinity and Clear Channel Communications, have
emerged as leaders in the industry. Given the size and financial
resources of these station groups, they may be able to develop their
own programming as a substitute to that offered by the Company.
Alternatively, they could seek to obtain programming from the
Company's competitors. Any such occurrences, or merely the threat of
15
such occurrences, could adversely affect the Company's ability to
negotiate favorable terms with its station affiliates, to attract
audiences and to attract advertisers.
-- Changes in U.S. financial and equity markets, including market
disruptions and significant interest rate fluctuations, could impede
the Company's access to, or increase the cost of, external financing
for its operations and investments.
-- Changes in tax rates may adversely affect the Company's profitability.
-- The Company believes relations with its employees and independent
contractors are satisfactory. However, the Company may be adversely
affected by future labor disputes, which may lead to increased costs
or disruption of operations in any of the Company's business units.
This list of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but by no means all inclusive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.
Item 3. Qualitative and Quantitative Disclosures about Market Risk
In the normal course of business, the Company employs established policies
and procedures to manage its exposure to changes in interest rates using
financial instruments. The Company uses derivative financial instruments
(fixed-to-floating interest rate swap agreements) for the purpose of hedging
specific exposures and holds all derivatives for purposes other than trading.
All derivative financial instruments held reduce the risk of the underlying
hedged item and are designated at inception as hedges with respect to the
underlying hedged item. Hedges of fair value exposure are entered into in order
to hedge the fair value of a recognized asset, liability, or a firm commitment.
In order to achieve a desired proportion of variable and fixed rate debt,
in December 2002, the Company entered into a seven year interest rate swap
agreement covering $25 million notional value of its outstanding fixed rate
borrowings to effectively float the interest rate at three-month LIBOR plus 74
basis points and two ten year interest rate swap agreements covering $75 million
notional value of its outstanding borrowings to effectively float the interest
rate at three-month LIBOR plus 80 basis points.
These swap transactions allow the Company to benefit from short-term
declines in interest rates. The instruments meet all of the criteria of a
fair-value hedge. The Company has the appropriate documentation, including the
risk management objective and strategy for undertaking the hedge, identification
of the hedging instrument, the hedged item, the nature of the risk being hedged,
and how the hedging instrument's effectiveness offsets the exposure to changes
in the hedged item's fair value or variability in cash flows attributable to the
hedged risk.
With respect to the borrowings pursuant to the Company's revolving credit
facility, the interest rate on the borrowings is based on the prime rate plus an
applicable margin of up to .25%, or LIBOR plus an applicable margin of up to
1.25%, as chosen by the Company. Historically, the Company has typically chosen
the LIBOR option with a three month maturity. Every .25% change in interest
rates has the effect of increasing or decreasing our annual interest expense by
$5,000 for every $2 million of outstanding debt.
The Company continually monitors its positions with, and the credit quality
of, the financial institutions that are counterparties to its financial
instruments, and does not anticipate nonperformance by the counterparties.
The Company's receivables do not represent a significant concentration of
credit risk due to the wide variety of customers and markets in which the
Company operates.
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Item 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of
1934, as amended) within 90 days of the filing date of this report, and have
concluded that the Company's disclosure controls and procedures are effective
for gathering, analyzing and disclosing the information we are required to
disclose in our reports filed under the Securities and Exchange Act of 1934.
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
evaluation date.
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PART II. OTHER INFORMATION
Item 1
This item is not applicable.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Approximate Dollar
Total Number of Value of Shares that
Shares Purchased May Yet Be
as Part of Publicly Purchased Under the
Number of Shares Average Price Paid Announced Plans Plans or Programs
Period Purchased in Period Per Share or Programs (A)
-------------- ------------------- ------------------ ------------------- ----------------------
July 2004 950,000 $23.03 9,076,224 $233,376,000
August 2004 1,025,000 23.60 10,101,224 209,186,000
September 2004 615,000 20.79 10,716,224 196,402,000
---------
2,590,000 $22.72
=========
(A) Represents remaining authorization from the $250 million repurchase
authorization approved on September 25, 2002 and the additional $250
million repurchase authorization approved by the Company's Board of
Directors on February 24, 2004.
Items 3 through 5
These items are not applicable.
Item 6 - Exhibits
(a) EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Form of Stock Option Agreement under Westwood One, Inc. 1999 Stock
Incentive Plan (1)
31.a Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.b Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.a Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.b Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
*********************************
(1) Filed as an exhibit to Registrant's current report on Form 8-K dated
October 12, 2004 and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTWOOD ONE, INC.
By: /S/ Shane Coppola
-----------------------
Shane Coppola
Chief Executive Officer
By: /S/ Andrew Zaref
-----------------------
Andrew Zaref
Chief Financial Officer
Dated: November 9, 2004
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