NEW YORK, April 13, 2011 /PRNewswire/ -- Westwood One, Inc.
(NASDAQ: WWON), a leading independent provider of network radio
content and traffic information to the radio, television and
digital sectors, today reported operating results for the full year
and fourth quarter 2010. As reflected in its financial statements,
Westwood One is organized into two business segments: Network Radio
and Metro Traffic. Network Radio distributes news, sports, music,
talk and entertainment programming to approximately 5,000 radio
stations. Metro Traffic consists of Metro Traffic Radio, which
produces and distributes traffic and other local information
reports to over 2,250 radio stations, and Metro Television, which
produces and distributes such reports to approximately 182
television stations.
Westwood One's fourth quarter revenue increased $6.0 million, or 6.5%, to $98.3 million from $92.3 million in 2009. Revenue for the full
year 2010 increased $22.2 million, or
6.5%, to $362.5 million compared
to $340.3 million in 2009.
"Our fourth quarter and year end revenue increases reflect our
strategy of growing our radio and digital business by launching new
programming, expanding our distribution, renewing key content
partnerships, and investing in our salesforce to support our
revenue structure," said Rod
Sherwood, President. "We saw revenue growth in Network Radio
from our premium sports partnerships, including NFL and NCAA
football, and from our music and entertainment programming. Metro
Traffic Radio had higher revenue in key advertising categories of
financial services, retail, automotive and restaurants. Our fourth
quarter revenue growth was offset by declines in Metro Television
revenue primarily due to lower ratings and audience levels. We have
restructured the television business in the first quarter of 2011,
and anticipate that performance will improve for the full
year."
Recently Westwood One also increased its operating and financial
flexibility, and reduced its financial risk, by significantly
easing its debt leverage covenants with its lenders. In
addition, on February 28, 2011,
Westwood One obtained $10 million in
additional liquidity when Gores purchased additional shares of
common stock of Westwood One.
Network Radio revenue grew by 9.8% in the fourth quarter and by
7.1% for the full year compared to the same periods in 2009,
outpacing overall network market growth of 5.4% for the fourth
quarter and 2.5% for total year according to industry sources.
Revenue for the total Metro Traffic business increased 2.2% in
the fourth quarter and increased 5.8% for the full year compared to
the same periods in 2009. Metro Traffic Radio revenue grew by 14.3%
in the fourth quarter and 9.2% for the full year, outpacing the
growth of the combined local/national radio market of 7.0% for the
fourth quarter and 6.0% for the full year (as reported by the Radio
Advertising Bureau). Metro Television revenue decreased by 36.8% in
the fourth quarter, due to lower ratings and audience levels, and
decreased by 4.9% for the full year. The Metro Television
business is being restructured to focus on increasing the number of
television affiliates, thereby reducing our need to purchase
inventory, which we believe will improve profitability over time.
To date in 2011, Metro Television has increased affiliates from 165
to 182.
Westwood One's operating loss in the fourth quarter was
$9.4 million, which represents a
$0.2 million improvement over the
fourth quarter of 2009.
Adjusted EBITDA(1) for the year ended December 31, 2010 was $12.1 million, an increase of $1.7 million from $10.4 million in 2009. Adjusted EBITDA(1) in
the fourth quarter was $0.9 million compared to $6.1 million in the fourth quarter of 2009.
This was primarily due to a decline in Adjusted EBITDA of
$2.4 million for Network Radio, due
primarily to investments directly associated with revenue
generation, and a decline in Adjusted EBITDA of $2.4 million for Metro Traffic, which was
primarily the result of decreased revenue in Metro Television. In
addition, corporate expense increased by $0.4 million.
Three Months Ended December 31,
2010
For the three months ended December 31,
2010, revenue was $98.3 million, an increase of $6.0 million, or 6.5%, compared to
$92.3 million in the fourth
quarter of 2009.
Network Radio revenue was $57.2 million, an increase of $5.1 million, or 9.8%, compared to
$52.1 million in the fourth
quarter of 2009. Advertising revenue was up in sports, primarily
due to NFL and NCAA football, a new sports prep service, music and
entertainment programming, including Billy
Bush and VH1 Classic Rock Nights, and news programming.
These revenue increases were partially offset by revenue declines
in talk radio programming.
Overall, Metro Traffic revenue for the fourth quarter was
$41.2 million, an increase of
$0.9 million, or 2.2%, from
$40.3 million in 2009. Revenue
for Metro Traffic Radio was $35.1
million, an increase of $4.4
million or 14.3%, compared to $30.7
million in 2009. This increase was based largely on
increased advertising revenue in key categories, as well as
increased distribution. Revenue for Metro Television was
$6.0 million, a decrease of
$3.5 million or 36.8%, from
$9.6 million in 2009, primarily due
to lower ratings and audience levels that required us to use
additional inventory to meet customers' audience requirements.
Operating loss in the fourth quarter of 2010 improved by
$0.2 million, or 2.1% to $9.4 million from $9.6 million in 2009. This improvement was
largely due to lower restructuring and special charges of
$2.4 million and lower depreciation
and amortization of $3.0 million.
The improvement was partially offset by lower EBITDA from
Network Radio and Metro Traffic.
Adjusted EBITDA(1) was $0.9 million compared to
$6.1 million in the fourth
quarter of 2009. Adjusted EBITDA for Network Radio decreased
$2.4 million, and for Metro Traffic
decreased $2.4 million. In addition,
corporate expenses increased by $0.4
million. The decrease in Network Radio Adjusted EBITDA was
largely due to higher expenses associated with sports programming,
guaranteed program commissions and revenue-sharing expenses for
certain contracts, and investments in our advertising salesforces,
along with related commission expenses. In light of the increased
programming expenses noted above, Westwood One has not renewed, or
is restructuring, certain of these Network Radio contracts to
improve profit margins. The decrease in Metro Traffic Adjusted
EBITDA was primarily related to lower revenue and increased
inventory purchases in Metro Television, partially offset by higher
revenue that exceeded increased expenses in Metro Traffic
Radio.
Interest expense in the fourth quarter of 2010 increased
$0.9 million, or 17.4%, to $6.1 million from $5.2 million in the fourth quarter of 2009.
This reflects higher average balances of our outstanding debt as a
result of our increased borrowings, and increased interest expense
related to a capital lease incurred in connection with the Culver
City sale-leaseback transaction that closed in
December 2009.
The Company's tax benefit decreased $7.5 million to $3.3 million compared to $10.8 million in the fourth quarter of 2009,
due to a lower effective tax rate.
Net loss for the fourth quarter was $11.9 million, or $0.56 per diluted share, compared with a net loss
of $3.9 million, or $0.19 per diluted share, in 2009. The
year-over-year change in net loss reflects the reduced tax benefit
of $7.5 million, partially offset by
the lower operating loss of $0.2
million. Per share amounts reflect the effect of the
200-for-1 reverse stock split of our common stock that occurred on
August 3, 2009. Fourth quarter 2009 average share amounts were
lower than average share amounts in the fourth quarter of 2010 as a
result of shares of common stock being issued to Gores in
September 2010, and to the owners of
Jaytu (d/b/a Sigalert) in connection with the Sigalert acquisition
at the end of December 2009.
Free cash flow(2) usage in the fourth quarter of 2010 was
$1.1 million as compared to a free
cash flow usage of $10.5 million in
2009, representing an increased cash flow of $9.4 million. This was due to favorable working
capital changes of $17.2 million and
lower capital expenditures of $1.0
million, partially offset by a higher net loss of
$8.0 million and non-cash adjustments
of $0.8 million.
Year ended December 31,
2010(3)
For the year ended December 31,
2010, revenue increased $22.2 million, or 6.5%, to $362.5 million compared with $340.3 million in 2009.
Network revenue increased to $197.0 million from $183.9 million for 2009, an increase of
$13.1 million, or 7.1%. This increase
resulted from increased revenue primarily related to sports
programming, including NFL-related programs, the 2010 Winter
Olympics, NCAA football, the NCAA Men's Basketball Championship,
and music programming, principally country music. These
increases were partially offset by a decline in talk radio revenue,
which was partly due to the cancellation of certain talk
programs.
Overall, Metro Traffic revenue for the year ended December 31, 2010 increased to $165.5 million from $156.4 million in 2009, an increase of
$9.1 million, or 5.8%. This
increase was principally related to increased revenue from Metro
Traffic Radio advertising of $10.9
million, primarily in financial services, retail,
automotive, and restaurant advertising, partially offset by
decreases in travel, entertainment and home improvement services
advertising. It also reflects a decrease in Metro Television
revenue of $1.8 million primarily due
to reduced ratings and audience levels that required us to
use additional inventory to meet customers' audience
requirements.
Operating loss in the year ended December
31, 2010 was $22.0 million compared with an operating
loss of $97.6 million in 2009,
or a decrease of $75.6 million.
The decreased loss reflects the absence of the 2009 impairment
charge of $50.5 million, an increase
in revenue, lower restructuring and special charges, and lower
depreciation and amortization, partially offset by an increase in
operating costs.
Adjusted EBITDA(1) for the year ended December 31, 2010 was $12.1 million, an increase of $1.7 million from $10.4 million in 2009. This improvement was
due to increased Network Radio and Metro Traffic revenue, partially
offset by increased station compensation and payroll-related
expense. The higher station compensation expenses resulted from
increased inventory purchases to support fourth quarter revenue
growth and provide a foundation for revenue growth in 2011.
The increase in payroll-related expense reflects additional
sales force hires in the first half of 2010 and variable
compensation tied to revenue increases.
For the year ended December 31,
2010, net loss was $31.3 million, or $1.50 per diluted share, compared with a net loss
of $82.6 million, or
$9.51 per diluted share, in 2009. The
year-over-year change in net loss reflects the absence of the 2009
impairment charge of $50.5 million
and lower restructuring and special charges of $15.6 million, partially offset by reduced tax
benefits of $16.9 million. Per share
amounts reflect the effect of the 200-for-1 reverse stock split of
our common stock that occurred on August 3,
2009. Average share amounts for the year ended
December 31, 2009 were significantly lower than the year ended
December 31, 2010 as a result of the
conversions of shares of preferred stock into common stock in July
and August 2009 and the shares issued to Gores in September 2010.
Free cash flow(2) for the year 2010 was a usage of $0.7 million as compared to a free cash flow
usage of $31.5 million for the
comparable period in 2009, representing an increased cash flow of
$30.8 million. This was due to a
federal tax refund of $12.9 million
in 2010, higher working capital sources of $11.6 million, other non-cash adjustments of
$7.8 million, and a lower net
loss of $0.8 million (absent the 2009
impairment charge of $50.5 million),
partially offset by higher capital expenditures of $2.3 million.
Outlook
Analysts are predicting modest growth for the overall radio
industry in 2011, with revenue growth forecasts ranging from low
single digits of 1.3% (Magna) to 3.7% (BIA/Kelsey) or 4.0%
(Jim Boyle, Gilford Securities).
Westwood One is optimistic that recent investments in new
programming, renewal of key partnerships in Network Radio, and
increased distribution in Metro Traffic, coupled with investments
in the salesforces of both Network Radio and Metro Traffic, will
help increase revenues for the Company for the full year 2011.
In addition, the cost reduction and margin improvement
actions implemented in the first quarter of 2011 are anticipated to
yield EBITDA growth for the full year 2011.
About Westwood One
Westwood One (NASDAQ: WWON) is one of the nation's largest
providers of network radio programming and one of the largest
domestic providers of traffic information in the U.S. Westwood One
serves more than 5,000 radio and 182 TV stations in the U.S.
Westwood One provides over 150 news, sports, music, talk and
entertainment programs, features and live events to numerous media
partners. Through its Metro Traffic business, Westwood One provides
traffic reporting and local news, sports and weather to more than
2,250 radio and TV stations. Westwood One also provides digital and
other cross-platform delivery of its Network and Metro Traffic
content to radio, television and newspaper affiliates.
Footnotes to Press Release
(1) Adjusted EBITDA is a non-GAAP financial measure that is
reconciled to net cash provided by (used in) operating activities,
its most directly comparable GAAP measure, in the accompanying
financial tables. Adjusted EBITDA is defined as net cash provided
by (used in) operating activities adjusted to exclude the
following: interest expense, income tax expense (benefit),
restructuring charges, special charges, other non-operating income,
amortization of deferred financing costs and changes in assets and
liabilities, including deferred tax assets and liabilities.
Adjusted EBITDA is used by Westwood One to calculate its
compliance with its debt covenants under the terms of its senior
secured notes and senior credit facility. Westwood One believes
this measure is relevant and useful for investors because it allows
investors to view performance in the same manner as Westwood One's
lenders (who also own approximately 22.5% of Westwood One's equity
as a result of the refinancing, excluding Gores).
Since Adjusted EBITDA is not a measure of performance calculated
in accordance with GAAP, it should not be considered in isolation
of, or as a substitute for, consolidated statements of operations
and cash flow data prepared in accordance with GAAP. Adjusted
EBITDA as Westwood One calculates it, may not be comparable to
similarly titled measures employed by other companies. In addition,
this measure does not necessarily represent funds available for
discretionary use, and is not necessarily a measure of Westwood
One's ability to fund its cash needs. Westwood One uses Adjusted
EBITDA as a liquidity measure, which is different from operating
cash flow, the most directly comparable GAAP financial measure
calculated and prepared in accordance with GAAP. Users of this
financial information should consider the types of events and
transactions which are excluded.
(2) Free cash flow is a non-GAAP financial measure that is
reconciled to net cash provided by (used in) operating activities,
its most directly comparable GAAP measure, in the accompanying
financial tables. Free cash flow is defined by Westwood One as net
cash provided by (used in) operating activities, less capital
expenditures. Westwood One uses free cash flow, among other
measures, to evaluate its operating performance. Management
believes free cash flow provides investors with an important
perspective on Westwood One's cash available to service debt and
Westwood One's ability to make strategic acquisitions and
investments, maintain its capital assets and fund ongoing
operations. As a result, free cash flow is a significant measure of
Westwood One's ability to generate long term value. Westwood One
believes the presentation of free cash flow is relevant and useful
for investors because it allows investors to view performance in a
manner similar to the method used by management. In addition, free
cash flow is also a primary measure used externally by Westwood
One's investors, analysts and peers in its industry for purposes of
valuation and comparing the operating performance of Westwood One
to other companies in its industry.
As free cash flow is not a measure of performance
calculated in accordance with GAAP, free cash flow should not be
considered in isolation of, or as a substitute for, net income as
an indicator of operating performance or net cash provided by (used
in) operating activities as a measure of liquidity. Free cash flow,
as Westwood One calculates it, may not be comparable to similarly
titled measures employed by other companies. In addition, free cash
flow does not necessarily represent funds available for
discretionary use and is not necessarily a measure of Westwood
One's ability to fund its cash needs. In arriving at free cash
flow, Westwood One adjusts net cash provided by (used in) operating
activities to remove the impact of cash flow timing differences to
arrive at a measure which Westwood One believes more accurately
reflects funds available for discretionary use. Specifically,
Westwood One adjusts net cash provided by (used in) operating
activities (the most directly comparable GAAP financial measure)
for capital expenditures, special charges, and deferred taxes, in
addition to removing the impact of sources and or uses of cash
resulting from changes in operating assets and liabilities.
Accordingly, users of this financial information should consider
the types of events and transactions which are not reflected.
(3) As a result of our refinancing that closed on
April 23, 2009, we applied the
acquisition method of accounting and applied the SEC rules and the
authoritative guidance regarding "push down" accounting treatment.
Accordingly, our consolidated financial statements and
transactional records prior to the closing of the refinancing on
April 23, 2009 reflect the historical
accounting basis in our assets and liabilities and are labeled
predecessor company, while such records subsequent to the
refinancing are labeled successor company and reflect the push down
basis of accounting for the new fair values in our financial
statements. This is presented in our consolidated financial
statements by a vertical black line division which appears between
the columns entitled predecessor company and successor company on
the statements and relevant notes. The black line signifies that
the amounts shown for the periods prior to and subsequent to the
refinancing are not comparable. Management, however, continues to
use such statements to measure Westwood One's performance against
comparable prior periods. For purposes of presenting a comparison
of our 2009 results to the current periods, we have presented our
2009 results as the mathematical addition of the predecessor
company and successor company periods. We believe that this
presentation provides the most meaningful information about our
results of operations. This approach is not consistent with GAAP,
may yield results that are not strictly comparable on a
period-to-period basis and may not reflect the actual results we
would have achieved.
Forward-Looking Statements
Certain statements in this release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Westwood One to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. The words or phrases "guidance," "expect,"
"anticipate," "estimates" and "forecast" and similar words or
expressions are intended to identify such forward-looking
statements. In addition any statements that refer to expectations
or other characterizations of future events or circumstances are
forward-looking statements. Various risks that could cause future
results to differ from those expressed by the forward-looking
statements included in this release include, but are not limited
to: continued declines in our operating income; our significant
amount of indebtedness and limited liquidity; our ability to comply
with the covenants of our debt; the higher cost of our
indebtedness; the availability of additional financing and future
amendments to our debt agreements; our future cash flow from
operations and our ability to achieve our financial forecast;
changes to our CBS arrangement; increased proliferation of free
traffic content; introduction of The Portable People Meterâ„¢;
maintenance of an effective system of internal controls; increased
competition and technological changes and innovations; failure to
obtain or retain the rights in popular programming; acceptance of
our content; continued consolidation in the industry; further
impairment charges; and Gores' influence over our corporate
actions. Our key risks are described in our reports filed with the
SEC, including our Annual Report on Form 10-K for the year ended
December 31, 2010. Except as otherwise stated in this
news announcement, Westwood One, Inc. does not undertake any
obligation to publicly update or revise any forward-looking
statements because of new information, future events or
otherwise.
WESTWOOD
ONE, INC
|
|
CONSOLIDATED
STATEMENT OF OPERATIONS
|
|
(In
thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
Successor
Company
|
|
|
Predecessor
Company
|
|
|
Three Months
Ended December 31,
|
|
Year Ended
December
31, 2010
|
|
For the
Period April 24 to
December 31, 2009
|
|
|
For the
Period
January 1 to
April
23, 2009
|
|
|
2010
|
|
2009
|
|
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
Revenue
|
$ 98,308
|
|
$ 92,342
|
|
$ 362,546
|
|
$228,860
|
|
|
$111,474
|
|
Operating costs
|
94,946
|
|
84,305
|
|
342,258
|
|
210,805
|
|
|
111,309
|
|
Depreciation and
amortization
|
4,552
|
|
7,564
|
|
18,243
|
|
21,474
|
|
|
2,584
|
|
Corporate general and
administrative
expenses
|
4,195
|
|
4,523
|
|
13,369
|
|
10,398
|
|
|
4,519
|
|
Goodwill impairment
|
-
|
|
-
|
|
-
|
|
50,501
|
|
|
-
|
|
Restructuring charges
|
477
|
|
1,150
|
|
2,899
|
|
3,976
|
|
|
3,976
|
|
Special charges
|
3,521
|
|
4,366
|
|
7,816
|
|
5,554
|
|
|
12,819
|
|
Total expenses
|
107,691
|
|
101,908
|
|
384,585
|
|
302,708
|
|
|
135,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
(9,383)
|
|
(9,566)
|
|
(22,039)
|
|
(73,848)
|
|
|
(23,733)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
6,060
|
|
5,164
|
|
23,251
|
|
14,781
|
|
|
3,222
|
|
Other expense
(income)
|
(230)
|
|
(70)
|
|
1,688
|
|
(4)
|
|
|
(359)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income
tax
|
(15,213)
|
|
(14,660)
|
|
(46,978)
|
|
(88,625)
|
|
|
(26,596)
|
|
Income tax benefit
|
(3,336)
|
|
(10,794)
|
|
(15,721)
|
|
(25,025)
|
|
|
(7,635)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
(11,877)
|
|
$
(3,866)
|
|
$
(31,257)
|
|
$
(63,600)
|
|
|
$
(18,961)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable
to
common
stockholders
|
$
(11,877)
|
|
$
(3,866)
|
|
$
(31,257)
|
|
$
(145,148)
|
|
|
$
(22,037)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
(0.56)
|
|
$ (0.19)
|
|
$ (1.50)
|
|
$ (11.75)
|
|
|
$ (43.64)
|
|
Diluted
|
$
(0.56)
|
|
$ (0.19)
|
|
$ (1.50)
|
|
$ (11.75)
|
|
|
$ (43.64)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B stock
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
$-
|
|
|
$-
|
|
Diluted
|
|
|
|
|
|
|
$-
|
|
|
$-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
21,314
|
|
20,314
|
|
20,833
|
|
12,351
|
|
|
505
|
|
Diluted
|
21,314
|
|
20,314
|
|
20,833
|
|
12,351
|
|
|
505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B stock
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
-
|
|
|
1
|
|
Diluted
|
|
|
|
|
|
|
-
|
|
|
1
|
|
See Non-GAAP Combined
Consolidated Statement of Operations for
comparable 2009 Income Statement data.
|
|
|
|
|
|
|
|
|
|
|
|
|
WESTWOOD
ONE, INC
|
|
CONSOLIDATED
BALANCE SHEETS
|
|
(In
thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2010
|
|
December 31,
2009
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
2,938
|
|
$
4,824
|
|
|
Accounts receivable, net of
allowance for doubtful accounts
|
96,557
|
|
87,568
|
|
|
Income tax receivable
|
-
|
|
12,355
|
|
|
Prepaid and other
assets
|
18,421
|
|
20,994
|
|
|
|
Total current assets
|
117,916
|
|
125,741
|
|
|
|
|
|
|
|
|
Property and equipment,
net
|
37,047
|
|
36,265
|
|
Intangible assets,
net
|
92,487
|
|
103,400
|
|
Goodwill
|
38,945
|
|
38,917
|
|
Other assets
|
1,879
|
|
2,995
|
|
|
|
TOTAL ASSETS
|
$
288,274
|
|
$
307,318
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
(DEFICIT) EQUITY
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Accounts payable
|
$
45,907
|
|
$
40,164
|
|
|
Amounts payable to related
parties
|
859
|
|
129
|
|
|
Deferred revenue
|
6,736
|
|
3,682
|
|
|
Accrued expenses and other
liabilities
|
33,819
|
|
28,134
|
|
|
Current maturity of long-term
debt
|
-
|
|
13,500
|
|
|
|
Total current
liabilities
|
87,321
|
|
85,609
|
|
|
|
|
|
|
|
|
Long-term debt
|
136,407
|
|
122,262
|
|
Deferred tax
liability
|
36,174
|
|
50,932
|
|
Due to Gores
|
10,222
|
|
11,165
|
|
Other liabilities
|
24,142
|
|
19,366
|
|
|
|
TOTAL LIABILITIES
|
294,266
|
|
289,334
|
|
|
|
|
|
|
|
|
Commitments and
Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' (DEFICIT)
EQUITY
|
|
|
|
|
Common stock, $.01 par value:
authorized: 5,000,000 shares
|
|
|
|
|
|
issued and outstanding: 21,314
(2010) and 20,544 (2009)
|
213
|
|
205
|
|
Class B stock, $.01 par value:
authorized: 3,000 shares;
|
|
|
|
|
|
issued and outstanding:
0
|
-
|
|
-
|
|
Additional paid-in
capital
|
88,652
|
|
81,268
|
|
Net unrealized gain
|
-
|
|
111
|
|
Accumulated deficit
|
(94,857)
|
|
(63,600)
|
|
|
|
TOTAL STOCKHOLDERS' (DEFICIT)
EQUITY
|
(5,992)
|
|
17,984
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
AND
STOCKHOLDERS'
(DEFICIT) EQUITY
|
$
288,274
|
|
$
307,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WESTWOOD
ONE, INC
|
|
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor
Company
|
|
|
|
|
|
|
For the
Three Months Ended December 31,
|
|
For the Year
Ended
|
|
For the
Period April 24 to
|
|
|
For the
Period January 1
|
|
|
|
2010
|
|
2009
|
|
December 31,
2010
|
|
December 31,
2009
|
|
|
to April 23,
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$ (11,877)
|
|
$ (3,866)
|
|
$
(31,257)
|
|
$
(63,600)
|
|
|
$
(18,961)
|
|
Adjustments to reconcile
net loss to net
cash
provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
4,552
|
|
7,564
|
|
18,243
|
|
21,474
|
|
|
2,584
|
|
|
Goodwill and intangible asset
impairment
|
-
|
|
-
|
|
-
|
|
50,501
|
|
|
-
|
|
|
Deferred taxes
|
(5,291)
|
|
(9,214)
|
|
(17,458)
|
|
(25,038)
|
|
|
(6,873)
|
|
|
Federal tax refund
|
-
|
|
-
|
|
12,940
|
|
-
|
|
|
-
|
|
|
Paid-in-kind interest
|
1,386
|
|
1,505
|
|
5,734
|
|
4,427
|
|
|
-
|
|
|
Non-cash equity-based
compensation
|
888
|
|
925
|
|
3,559
|
|
3,310
|
|
|
2,110
|
|
|
Change in fair value of
derivative liability
|
(382)
|
|
-
|
|
1,538
|
|
-
|
|
|
-
|
|
|
Traffic land
write-down
|
321
|
|
1,852
|
|
321
|
|
1,852
|
|
|
-
|
|
|
Loss on disposal of property and
equipment
|
258
|
|
188
|
|
258
|
|
-
|
|
|
188
|
|
|
Gain on sale of marketable
securities
|
(98)
|
|
(361)
|
|
(98)
|
|
-
|
|
|
-
|
|
|
Amortization of deferred
financing costs
|
23
|
|
-
|
|
23
|
|
-
|
|
|
331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in assets and
liabilities, net of effect of
business
combination:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in accounts
receivable
|
(10,175)
|
|
(6,704)
|
|
(8,989)
|
|
(3,608)
|
|
|
10,313
|
|
|
Decrease (increase) in prepaid
and other assets
|
6,468
|
|
210
|
|
2,947
|
|
(4,394)
|
|
|
3,187
|
|
|
Increase (decrease) in deferred
revenue
|
3,487
|
|
(3,547)
|
|
3,054
|
|
749
|
|
|
536
|
|
|
(Decrease) increase in income
taxes payable
|
(2)
|
|
(485)
|
|
-
|
|
180
|
|
|
28
|
|
|
Increase (decrease) in accounts
payable, accrued expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
and other
liabilities
|
11,068
|
|
10,122
|
|
16,591
|
|
(4,142)
|
|
|
2,861
|
|
|
Increase (decrease) in amounts
payable to related parties
|
84
|
|
(5,853)
|
|
730
|
|
(5,853)
|
|
|
2,919
|
|
|
Net change in other assets and
liabilities
|
10,930
|
|
(6,257)
|
|
14,333
|
|
(17,068)
|
|
|
19,844
|
|
|
Net cash provided by (used in)
operating activities
|
710
|
|
(7,664)
|
|
8,136
|
|
(24,142)
|
|
|
(777)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
(1,785)
|
|
(2,829)
|
|
(8,843)
|
|
(5,184)
|
|
|
(1,384)
|
|
|
Proceeds from sale of marketable
securities
|
886
|
|
-
|
|
886
|
|
-
|
|
|
-
|
|
|
Acquisition of
business
|
-
|
|
(1,250)
|
|
-
|
|
(1,250)
|
|
|
-
|
|
|
Net cash used in investing
activities
|
(899)
|
|
(4,079)
|
|
(7,957)
|
|
(6,434)
|
|
|
(1,384)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from Revolving Credit
Facility
|
-
|
|
16,000
|
|
10,000
|
|
16,000
|
|
|
-
|
|
|
Repayment of Revolving Credit
Facility
|
|
|
(11,000)
|
|
-
|
|
(11,000)
|
|
|
-
|
|
|
Repayments of Senior
Notes
|
(532)
|
|
-
|
|
(16,032)
|
|
-
|
|
|
-
|
|
|
Issuance of common
stock
|
-
|
|
-
|
|
5,000
|
|
-
|
|
|
-
|
|
|
Payments of capital lease
obligations
|
(399)
|
|
(227)
|
|
(1,033)
|
|
(603)
|
|
|
(271)
|
|
|
Proceeds from building
financing
|
-
|
|
6,998
|
|
-
|
|
6,998
|
|
|
-
|
|
|
Proceeds from term
loan
|
-
|
|
-
|
|
-
|
|
20,000
|
|
|
-
|
|
|
Debt repayments
|
-
|
|
-
|
|
-
|
|
(25,000)
|
|
|
-
|
|
|
Issuance of Series B Convertible
Preferred Stock
|
-
|
|
-
|
|
-
|
|
25,000
|
|
|
-
|
|
|
Issuance of Series A Convertible
Preferred Stock
and warrants
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
Termination of interest swap
agreements
|
-
|
|
-
|
|
-
|
|
-
|
|
|
-
|
|
|
Deferred financing
costs
|
-
|
|
228
|
|
-
|
|
-
|
|
|
-
|
|
|
Net cash (used in) provided by
financing activities
|
(931)
|
|
11,999
|
|
(2,065)
|
|
31,395
|
|
|
(271)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and
cash equivalents
|
(1,120)
|
|
256
|
|
(1,886)
|
|
819
|
|
|
(2,432)
|
|
|
Cash and cash
equivalents, beginning of period
|
4,058
|
|
4,568
|
|
4,824
|
|
4,005
|
|
|
6,437
|
|
|
Cash and cash
equivalents, end of period
|
$
2,938
|
|
$
4,824
|
|
$
2,938
|
|
$
4,824
|
|
|
$
4,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WESTWOOD
ONE, INC
|
|
ADJUSTED
EBITDA RECONCILIATION
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended December 31,
|
|
Twelve
Months Ended December 31,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Net loss
|
$(11,877)
|
|
$(3,866)
|
|
$(31,257)
|
|
$(82,561)
|
|
Plus:
|
|
|
|
|
|
|
|
|
|
Interest expense
|
6,060
|
|
5,164
|
|
23,251
|
|
18,003
|
|
|
Depreciation and
amortization
|
4,552
|
|
7,564
|
|
18,243
|
|
24,058
|
|
|
Income taxes provision
(benefit)
|
(3,336)
|
|
(10,794)
|
|
(15,721)
|
|
(32,660)
|
|
|
Restructuring, special
charges
and other (a)
|
3,999
|
|
7,168
|
|
11,312
|
|
27,977
|
|
|
Stock-based
compensation
|
888
|
|
925
|
|
3,559
|
|
5,420
|
|
|
Sigalert earn-out (b)
|
813
|
|
-
|
|
1,063
|
|
-
|
|
|
Other non-operating losses
(gains)
|
(132)
|
|
(70)
|
|
1,786
|
|
(363)
|
|
|
Losses (gains) on sales of
securities
|
(98)
|
|
(2)
|
|
(98)
|
|
(2)
|
|
|
Intangible assets and
goodwill
impairment
|
-
|
|
-
|
|
-
|
|
50,501
|
|
Adjusted EBITDA
|
$
869
|
|
$
6,089
|
|
$
12,138
|
|
$
10,373
|
|
|
|
(a) Restructuring, special
charges and other includes expense of $322, $918, and $1,652 are
classified as general and administrative expense on the Statement
of Operations for the three months ended December 31, 2010 and the
years ended December 31, 2010 and 2009, respectively.
(b) Sigalert earn-out refers to
payments made to the members of Jaytu under the acquisition
agreements in connection with the delivery and acceptance of
certain traffic products in accordance with specifications mutually
agreed upon by the parties.
|
|
|
|
|
|
|
|
|
|
|
WESTWOOD
ONE, INC
|
|
FREE CASH
FLOW RECONCILIATION
|
|
(In
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended December 31,
|
|
Year Ended
December 31,
|
|
|
|
2010
|
|
2009
|
|
2010
|
|
2009
|
|
Net cash provided by (used in)
operating
activities
|
$ 710
|
|
$ (7,664)
|
|
$ 8,136
|
|
$ (24,919)
|
|
(Less) Capital
expenditures
|
(1,785)
|
|
(2,829)
|
|
(8,843)
|
|
(6,568)
|
|
Free Cash Flow
|
$
(1,075)
|
|
$
(10,493)
|
|
$
(707)
|
|
$
(31,487)
|
|
|
|
|
|
|
|
|
|
|
WESTWOOD
ONE, INC.
|
|
NON-GAAP
COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
|
|
(In
thousands)
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
Successor
Company
|
|
Predecessor
Company
|
|
Combined
Total
|
|
|
For the
Period April 24 to December 31, 2009
|
|
For the
Period January 1 to April 23, 2009
|
|
Twelve
Months Ended December 31, 2009
|
|
Revenue
|
$
228,860
|
|
$
111,474
|
|
$
340,334
|
|
Operating costs
|
210,805
|
|
111,309
|
|
322,114
|
|
Depreciation and
amortization
|
21,474
|
|
2,584
|
|
24,058
|
|
Corporate general and
administrative
expenses
|
10,398
|
|
4,519
|
|
14,917
|
|
Goodwill and
intangible
impairment
|
50,501
|
|
-
|
|
50,501
|
|
Restructuring charges
|
3,976
|
|
3,976
|
|
7,952
|
|
Special charges
|
5,554
|
|
12,819
|
|
18,373
|
|
Total expenses
|
302,708
|
|
135,207
|
|
437,915
|
|
|
|
|
|
|
|
|
Operating loss
|
(73,848)
|
|
(23,733)
|
|
(97,581)
|
|
|
|
|
|
|
|
|
Interest expense
|
14,781
|
|
3,222
|
|
18,003
|
|
Other expense
(income)
|
(4)
|
|
(359)
|
|
(363)
|
|
|
|
|
|
|
|
|
Loss before income
tax
|
(88,625)
|
|
(26,596)
|
|
(115,221)
|
|
Income tax benefit
|
(25,025)
|
|
(7,635)
|
|
(32,660)
|
|
|
|
|
|
|
|
|
Net loss
|
$
(63,600)
|
|
$
(18,961)
|
|
$
(82,561)
|
|
|
|
|
|
|
|
SOURCE Westwood One, Inc.