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Westwood One, Inc. Reports Results for the Third Quarter 2008
NEW YORK, Nov. 10 /PRNewswire-FirstCall/ -- Westwood One, Inc. (NYSE: WON)a provider of analog and digital media content, including news, sports,entertainment, traffic, weather, video news services and other information, tothe radio, TV and on-line sectors, today reported its operating results forits third quarter ended September 30, 2008.
"2008 was the year of developing and implementing a turnaround plan forWestwood One," said Rod Sherwood, Westwood One's President and CFO. "Theactions are beginning to produce increasing traction and momentum despite thesoft economic environment. We are taking aggressive steps to drive revenueimprovement initiatives, reduce costs and restructure our debt to give theCompany increased financial flexibility going forward."
Third Quarter 2008 Results
Revenue for the third quarter of 2008 was $96.3 million compared to$108.1 million in the third quarter of 2007, a decrease of 10.9%. Thedecrease is primarily due to the soft economy in the third quarter, whichparticularly impacted local advertising. Local/Regional revenue declined16.6%, primarily driven by reduced advertising spending in the automotive,banking and financial services and real estate categories. National revenuedeclined 4.3% due to lower advertiser demand.
Adjusted EBITDA for the third quarter, defined as operating income (loss)plus depreciation and amortization, special charges, restructuring charges,and non-cash stock-based compensation, was $8.1 million compared with$28.1 million in the third quarter of 2007. The decline was principally dueto a decrease in advertising revenue, and to higher operating expenses.Management anticipates that advertising revenue will benefit from increaseddaypart clearance rates of 93.7% on CBS Radio stations from March throughAugust 2008, which significantly increases the effectiveness of Westwood One'sadvertising platform, and sets the foundation for Network revenue growth in2009.
Operating expenses were higher due to increased station compensation,personnel expenses, and costs related to the Olympics. Operating expensesshould reflect greater efficiencies in the future as the Company beganre-engineering the Metro Networks traffic business in the third quarter toimprove operating performance and reduce costs. The Company also addressedcertain underperforming programming in the third quarter. This re-engineeringwill deliver initial savings in 2008, with the major impact expected to occurin 2009. The cost savings from these efforts have enabled the Company to hirenew sales and operations managers with proven track-records in the industry.
Special charges in the third quarter were $0.7 million as compared with$1.4 million in the third quarter of 2007. Special charges this quarter werecomprised of advisory fees related to re-engineering Metro Networks' trafficoperations and costs attributable to reducing the Company's debt. Specialcharges in the third quarter of 2007 were comprised of $1.4 million ofadvisory fees to negotiate a new long-term arrangement with CBS Radio.
Operating loss in the third quarter was ($7.6) million, which principallyreflects third quarter restructuring charges of $10.6 million, compared withoperating income of $19.7 million in the third quarter of 2007. Excluding theeffect of the restructuring charges on the third quarter results, theCompany's operating income would have been $3.0 million. The decline in thethird quarter of 2008 versus the third quarter of 2007 is due to the combinedimpact of lower revenues, higher operating costs and increased corporategeneral and administrative expenses, partially offset by the elimination ofamortization expenses associated with the CBS Radio warrants that werecancelled as part of the new CBS Radio arrangement, lower stock-basedcompensation and a reduction in special charges.
Interest expense for the quarter was $3.8 million compared to $5.8 millionin the third quarter of 2007, a decrease of 35.1%. The reduction isprincipally due to the Company's significantly lower debt levels and lowerinterest rates. At the end of the quarter, the Company's debt was$232.0 million, which is a reduction of $113.0 million from $345.0 million onDecember 31, 2007 and $125.5 million from $357.5 million on September 30,2007.
Income tax expense for the quarter was $1.2 million compared with$5.5 million in the third quarter of 2007. The Company's income tax expense inthe third quarter of 2008 was based on an expected annual effective tax rateof 1.2% compared to 39.2% in 2007. The decrease in the effective tax rate isprimarily attributable to the impact of the goodwill impairment charge takenin the second quarter of 2008, the majority of which is not deductible for taxpurposes.
Net loss for the third quarter was less than ($0.01) million, or less then($0.01) per share, compared with net income of $8.5 million, or $0.10 perbasic and diluted common share in the third quarter of 2007. Due to the lossin the third quarter of 2008, basic and diluted shares are equivalent.
Free cash flow, defined as net income (loss) plus depreciation andamortization, non-recurring charges including special charges andrestructuring charges, goodwill impairment, stock-based compensation, andamortization of deferred financing costs less capital expenditures, was$15.8 million or $0.16 per diluted share in the third quarter of 2008,compared with $15.1 million, or $0.17 per diluted share, in the third quarterof 2007. Capital expenditures were approximately $0.1 million in the currentquarter compared with $1.9 million in the third quarter of 2007.
Restructuring Charges
On September 12, 2008, the Company announced a plan to restructure thetraffic operations of its subsidiary Metro Networks and to addressunderperforming programming and implement other cost reductions. Themodifications to the Metro Networks traffic business are part of a series ofreengineering initiatives identified by management to improve the operatingand financial performance of the Company in the near-term, while setting afoundation for profitable long-term growth. These changes will result in areduction of staff levels and the consolidation of 60 operations centers into13 regional hubs by the end of the second quarter of 2009. The Companyestimates it will record an aggregate restructuring charge of approximately$26.1 million, consisting of: (i) $10.3 million of severance, relocation andother employee related costs; (ii) $8.3 million of facility consolidation andrelated costs; and, (iii) $7.5 million of contract termination costs. For thethree and nine months ended September 30, 2008, the Company recorded arestructuring charge of $10.6 million, comprised of $4.1 million of severanceand employee related costs and $6.5 million of contract termination costs.
Restructuring charges have been recorded in accordance with SFAS No. 146Accounting for the Costs Associated with Exit or Disposal Activities" and SFASNo. 88 "Employers Accounting for Settlements and Curtailments of DefinedBenefit Plans and for Termination Benefits". The Company accounts forone-time termination benefits, contract terminations, asset write-offs, and/orcosts to terminate lease obligations less assumed sublease income inaccordance with SFAS No. 146, which addresses financial accounting andreporting for costs associated with restructuring activities. Under SFAS No.146, we establish a liability for a cost associated with an exit or disposalactivity, including severance and lease termination obligations and otherrelated costs when the liability is incurred, rather than at the date that wecommit to an exit plan.
Business Update and Company Outlook
Management is focused on achieving a turnaround in the Company's financialperformance with a three-pronged business strategy: (1) growing revenue, (2)reducing operating expenses and (3) restructuring or refinancing the Company'sdebt.
Growing Revenue Network Radio
Westwood One is leveraging the strength and competitive leadership of itscore businesses to drive sales performance. The results to date areencouraging. Out of the top three radio networks, only Westwood One showedaudience share growth in the core demos (Adults 18-49 and Adults 25-54) overthe last 2 RADAR ratings reports. These gains are the results of actionstaken by Network Radio to build a more effective advertising platform forclients and affiliates. Increased clearances from several radio groups helpedfuel this audience growth. For example, Emmis Radio increased clearances thatstrengthened audience delivery across the female and youth networks. Otherradio groups like Beasley, Greater Media, and Inner City Broadcasting alsoincreased clearance with Westwood One, and improved the Company's audiencedelivery across several networks. In addition, CBS Radio stations increasedclearance levels of 93.7% have delivered a higher top-market based audiencewith strong advertiser appeal.
Another important sales platform for advertisers is Westwood One'sBusiness Radio Network (BNR) which is the only radio network to aggregate topbusiness brands like MarketWatch.com Radio Network, the Wall Street JournalReport, CNBC business Radio and the Dow Jones Money Report. Nearly 900stations in 98 of the top 100 markets take this content, and the platformdelivers a premium audience on the highest rated news outlets in two-thirds ofthe top 50 markets. The Business Radio Network has attracted new advertiserswho have never before advertised in network radio. We believe this trend willincrease as more business news is added to local radio programming to answerconsumer requests for more financial information.
Like the Business Radio Network, Westwood One is building other advertiserplatforms in key consumer segments. Today, it announced a partnership withCMT, a division of MTV Networks, for "CMT RADIO LIVE WITH CODY ALAN", a newnightly country entertainment radio show to be launched nationally in over 50markets in January, 2009. This new programming, with strong appeal to women,has already generated considerable interest among advertisers and attracted alaunch partner with Cumulus Radio.
Westwood One also is launching shortly "Into the Night with Tony Bruno," anew nightly three-hour sports-talk program, produced by The Content Factory,marking veteran sportscaster Tony Bruno's return to national radio.
The Company will continue to seek programming partnerships to complementits offerings.
Metro Networks traffic business
In the Metro Networks traffic business, Westwood One took significantsteps to maintain its competitive position as the leading provider of trafficinformation, serving 129 markets with incident monitoring services coveringmore than 350,000 miles of roadway. In an industry milestone, Westwood Oneentered into a multi-year strategic partnership with AirSage, the only U.S.supplier of traffic data from cell phone signaling systems. AirSage compilesand analyses the anonymous real-time experiences of tens of millions ofdrivers to report up-to-the-minute traffic flows and speeds. The combinedofferings will vastly expand coverage of secondary roadways and providebest-choice alternatives to minimize the hassles of daily commuting.
Westwood One is continuing to expand its traffic product withstate-of-the-art technology partnerships, product enhancements and revenueinitiatives that provide strong local advertising platforms.
Westwood One is also gaining sales traction In the Metro Networks trafficbusiness through its expanded ability to deliver advertiser messages,including pre-recorded commercials and 15 second spots, in an effort to moreeffectively capitalize on opportunities for specific advertisers.
Reducing Operating Expenses
The Company has undertaken a series of strategic re-engineering and costsavings initiatives to improve the Company's operating performance and reduceoperating expenses. In September and October, the Company successfullyexecuted the first phases of the re-engineering program for its Metro Networkstraffic business. This re-engineering allows Westwood One to provide asuperior traffic product to its markets more efficiently, in part byleveraging new digital technologies through new partnerships.
The re-engineering initiatives will result in a reduction of staff levelsand the eventual consolidation of 60 operations centers into 13 regional hubs.Some operating centers will relocate during the fourth quarter of 2008, withthe remaining markets moving into the 13 regional hubs by the end of thesecond quarter of 2009. The enhanced digital platform, overall improvements incommunications technology, and scale benefits of larger, 24/7 hub centersbetter position Westwood One as the continuing leader in the traffic business.
Once completed, the re-engineering program and other cost savings measureswill result in a total cost savings of $25 to $30 million on an annualizedbasis, which includes $4-5 million of savings in 2008 and an incremental$20-$23 million in 2009.
Restructuring Debt /NYSE Listing
The Company has taken aggressive actions to reduce debt in 2008. Debt hasdecreased by $113 million as of September 30, 2008 versus debt outstanding asof December 31, 2007. As previously disclosed, active discussions are takingplace with our lenders and noteholders to restructure and/or refinance debtwhich comes due on February 28, 2009 and November 30, 2009, respectively. TheCompany has engaged Moelis & Company to represent it in such process. TheCompany continues to believe it will likely be successful in thesenegotiations.
It should be noted, however, that the debt restructuring will likelyrequire that the Company raise additional capital amid a difficult capitalmarket environment. Failure by the Company to reach an agreement with itslenders and noteholders would have a material and adverse effect on itsability to continue as a going concern.
In addition, the Company is at risk in the near term of violating theNYSE's $25 million market capitalization requirement and being delisted.While the Company is assessing the potential of a reverse stock split and apossible alternative listing on the AMEX or NASDAQ, there will likely be aninterim period when the Company is not listed on an exchange.
2008 Outlook
The Company expects its full year revenue to decrease high single to lowdouble digits and full year Adjusted EBITDA to be $45 million plus or minus$2-$3 million. The Company expects its full year Adjusted EBITDA to increasein 2009 compared with the 2008 level.
About Westwood One
Westwood One (NYSE: WON) is the largest independent provider of networkradio programming and the largest provider of traffic information in the U.S.Westwood One serves more than 5,000 radio and TV stations in the U.S. TheCompany provides over 150 news, sports, music, talk and entertainmentprograms, features and live events to numerous media partners. Through itsMetro Networks division, Westwood provides traffic reporting and local news,sports and weather to over 2,200 radio and TV stations. The Company alsoprovides digital and other cross platform delivery of its network and Metrocontent.
Westwood One's management team is led by Rod Sherwood, who was namedPresident on October 20, 2008 and is the Company's CFO. Mr. Sherwood hasextensive experience engineering financial turnarounds, and restoringcompanies to long-term financial health. He has held CFO or EVP/GM positionsat companies including Gateway, Opsware (formerly Loudcloud, Inc), Spaceway(broadband services), DirecTV and Hughes Telecommunications and Space Company,and Chrysler.
New executives were recently named to lead each of the two core businessunits.
Gary Schonfeld, President of the Network Division, is a radio industryveteran. He co-founded radio network MediaAmerica in 1987 and served as itsPresident until its acquisition by Jones Media Group in 1998. He was Presidentof Jones MediaAmerica until it was acquired by Triton Radio Network in June2008. Prior to founding MediaAmerica, Mr. Schonfeld was Vice-PresidentEastern Sales Region for Westwood One.
Steve Kalin, President of the Metro Networks Traffic Division, joinedWestwood One in July, 2008 as Chief Operating Officer. Previously, Mr. Kalinwas the Chief Operating Officer and Board member of Rodale, Inc. a globalpublisher of magazines, books and online health and wellness information.Kalin has 20 years of media experience in both traditional and digitalplatforms and strategic, business development and operational roles. Earlierin his career, Mr. Kalin was Chief Financial Officer and Chief OperatingOfficer of Medscape, a leading online website for physicians. Mr. Kalin wasalso Vice President of Business Development for ESPN Internet Ventures andwith ESPN Enterprises, ESPN's new business development group. At the start ofhis career, Mr. Kalin was a consultant with McKinsey & Company in the firm'smedia practice.
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, uncertaintiesand other factors which may cause the actual results, performance orachievements of the Company to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking statements. The words or phrases "guidance," "expect,""anticipate," "estimates" and "forecast" and similar words or expressions areintended to identify such forward-looking statements. In addition anystatements that refer to expectations or other characterizations of futureevents or circumstances are forward-looking statements. Various risks thatcould cause future results to differ from those expressed by theforward-looking statements included in this release include, but are notlimited to: continued declines in revenue; our ability to raise additionalcapital or refinance our senior credit agreement; our ability to continue as agoing concern; our ability to execute our growth strategy; trends in audienceand inventory delivered by our affiliated radio stations, and competition inthe media industry; changes in economic conditions in the U.S. and in othercountries in which the Company currently does business (both generally andrelative to the broadcasting and media industry); advertiser spendingpatterns; changes in the level of competition for advertising dollars; andfluctuations in programming costs. Other key risks are described in theCompany's reports filed with the SEC, including the Company's annual report onForm 10-K/A for the year ending December 31, 2007. Except as otherwise statedin this news announcement, Westwood One, Inc. does not undertake anyobligation to publicly update or revise any forward-looking statements becauseof new information, future events or otherwise.
WESTWOOD ONE, INC. SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION Adjusted EBITDA
The following tables set forth the Company's Adjusted EBITDA for the threeand nine month periods ended September 30, 2008 and 2007. The Company defines"Adjusted EBITDA" as operating income (loss) from its Statement of Operationsadjusted to exclude the following items: depreciation and amortization,stock-based stock compensation, restructuring charges, special charges andgoodwill impairment. Adjusted EBITDA is not a performance measure calculatedin accordance with Generally Accepted Accounting Principles ("GAAP").
Adjusted EBITDA is used by the Company to, among other things, evaluateits operating performance, forecast and plan for future periods, valueprospective acquisitions, and as one of several components of incentivecompensation targets for certain management personnel. This measure is animportant indicator of the Company's operational strength and performance ofits business because it provides a link between profitability and operatingcash flow. The Company believes the presentation of this measure is relevantand useful for investors because it allows investors to view performance in amanner similar to the method used by the Company's management, helps improvetheir ability to understand the Company's operating performance and makes iteasier to compare the Company's results with other companies that havedifferent financing and capital structures or tax rates. In addition, thismeasure is also among the primary measures used externally by the Company'sinvestors, analysts and peers in its industry for purposes of valuation andcomparing the operating performance of the Company to other companies in itsindustry. Adjusted EBITDA is also used to determine compliance with its debtcovenants.
Since Adjusted EBITDA is not a measure of performance calculated inaccordance with GAAP, it should not be considered in isolation of, or as asubstitute for, net income as an indicator of operating performance. AdjustedEBITDA as the Company calculates it, may not be comparable to similarly titledmeasures employed by other companies. In addition, this measure does notnecessarily represent funds available for discretionary use, and is notnecessarily a measure of the Company's ability to fund its cash needs. AsAdjusted EBITDA excludes certain financial information compared with operatingincome, the most directly comparable GAAP financial measure, users of thisfinancial information should consider the types of events and transactionswhich are excluded. As required by the SEC, the Company provides below areconciliation of Adjusted EBITDA to operating income, the most directlycomparable amount reported under GAAP.
Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2008 2007 2008 2007 Net income (loss) ($0.0) $8.5 ($205.1) $16.1 Plus: Income taxes 1.2 5.4 (2.0) 9.9 Interest expense and other ($8.6) 5.8 1.0 17.6 Depreciation and amortization 2.4 4.8 8.7 14.7 Goodwill impairment, restructuring & special charges 11.3 1.4 226.4 4.0 Non-cash stock based compensation 1.8 2.2 4.2 7.8 Adjusted EBITDA $8.1 $28.1 $33.2 $70.1 Free Cash Flow
Free cash flow is defined by the Company as net income (loss) plusdepreciation and amortization, stock-based compensation, special charges,restructuring charges and non-cash goodwill impairment less capitalexpenditures. The Company uses free cash flow, among other measures, toevaluate its operating performance. Management believes free cash flowprovides investors with an important perspective on the Company's cashavailable to service debt and the Company's ability to make strategicacquisitions and investments, maintain its capital assets, repurchase itscommon stock and fund ongoing operations. As a result, free cash flow is asignificant measure of the Company's ability to generate long term value. TheCompany believes the presentation of free cash flow is relevant and useful forinvestors because it allows investors to view performance in a manner similarto the method used by management. In addition, free cash flow is also aprimary measure used externally by the Company's investors, analysts and peersin its industry for purposes of valuation and comparing the operatingperformance of the Company to other companies in its industry. Free cash flowper fully diluted weighted average Common shares outstanding is defined by theCompany as free cash flow divided by the fully diluted weighted average Commonshares outstanding.
As free cash flow is not a measure of performance calculated in accordancewith GAAP, free cash flow should not be considered in isolation of, or as asubstitute for, net income as an indicator of operating performance or netcash provided by operating activities as a measure of liquidity. Free cashflow, as the Company calculates it, may not be comparable to similarly titledmeasures employed by other companies. In addition, free cash flow does notnecessarily represent funds available for discretionary use and is notnecessarily a measure of the Company's ability to fund its cash needs. Inarriving at free cash flow, the Company adjusts net cash provided by operatingactivities to remove the impact of cash flow timing differences to arrive at ameasure which the Company believes more accurately reflects funds availablefor discretionary use. Specifically, the Company adjusts net cash provided byoperating activities (the most directly comparable GAAP financial measure) forcapital expenditures, restructuring charges, special charges, non-cashgoodwill impairment and deferred taxes, in addition to removing the impact ofsources and or uses of cash resulting from changes in operating assets andliabilities. Accordingly, users of this financial information should considerthe types of events and transactions which are not reflected. The Companyprovides below a reconciliation of free cash flow to the most directlycomparable amount reported under GAAP, net cash provided by operatingactivities. The following table presents a reconciliation of the Company'snet cash provided by operating activities to free cash flow:
Three Months Ended Nine Months Ended September 30, September 30, (In millions, except per share amounts) 2008 2007 2008 2007 Net cash provided by (used in) operating activities $14.0 $23.3 $9.2 $20.7 Plus or Minus: Changes in assets and liabilities (24.8) (9.6) (16.5) 13.2 Gain on sale of marketable securities 12.4 -- 12.4 -- Restructuring costs 10.6 -- 10.6 -- Special charges 0.7 1.3 9.8 4.0 Deferred taxes 3.0 2.0 10.1 5.1 Less Capital expenditures (0.1) (1.9) (6.2) (4.0) Free cash flow $15.8 $15.1 $29.4 $39.0 Fully diluted weighted average shares Outstanding 100.8 86.5 97.0 86.4 Free cash flow per diluted share $0.16 $0.17 $0.30 $0.45 WESTWOOD ONE, INC CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2008 2007 2008 2007 NET REVENUE $96,299 $108,083 $303,298 $333,067 Operating Costs (includes related party expenses of $17,691, $15,408, $54,012 and $51,238 respectively) 86,142 79,351 265,782 260,419 Depreciation and Amortization (includes related party warrant amortization of $0, $2,427, $1,618 and $7,281, respectively) 2,366 4,791 8,763 14,739 Corporate General and Administrative Expenses (includes related party expenses of $75, $861, $610 and $2,551, respectively) 4,049 2,867 8,510 10,318 Goodwill Impairment - - 206,053 - Restructuring Charges 10,598 - 10,598 - Special Charges (includes related party expenses 699 1,388 9,756 4,025 of $175, $0, $5,000 and $0, respectively) 103,854 88,397 509,462 289,501 OPERATING (LOSS) INCOME (7,555) 19,686 (206,164) 43,566 Interest Expense 3,758 5,790 13,509 17,739 Other Income (12,453) (4) (12,538) (154) INCOME (LOSS) BEFORE INCOME TAXES 1,140 13,900 (207,135) 25,981 INCOME TAXES EXPENSE (BENEFIT) 1,150 5,448 (2,044) 9,917 NET (LOSS) INCOME $(10) $8,452 $(205,091) $16,064 NET (LOSS) INCOME attributable to Common Shareholders $(1,451) $8,452 $(206,720) $16,064 (LOSS) EARNINGS PER SHARE COMMON STOCK BASIC $(0.01) $0.10 $(2.13) $0.19 DILUTED $(0.01) $0.10 $(2.13) $0.19 CLASS B STOCK BASIC $- $- $- $0.02 DILUTED $- $- $- $0.02 WEIGHTED AVERAGE SHARES OUTSTANDING: COMMON STOCK BASIC 100,836 86,137 97,045 86,101 DILUTED 100,836 86,481 97,045 86,434 CLASS B STOCK BASIC 292 292 292 292 DILUTED 292 292 292 292 WESTWOOD ONE, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) September 30, December 31, 2008 2007 (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $3,609 $6,187 Accounts receivable, net of allowance for doubtful accounts of $3,593 (2008) and $3,602 (2007) 88,678 108,271 Warrants, current portion - 9,706 Prepaid and other assets 11,081 13,990 Total Current Assets 103,368 138,154 Property and equipment, net 32,673 33,012 Goodwill 258,061 464,114 Intangible assets, net 2,856 3,443 Other assets 19,105 31,034 TOTAL ASSETS $416,063 $669,757 LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $23,542 $17,378 Amounts payable to related parties 16,020 30,859 Deferred revenue 4,277 5,815 Income taxes payable 6,356 7,246 Accrued expenses and liabilities 33,592 29,562 Current maturity of long-term debt 32,000 - Total Current Liabilities 115,787 90,860 Long-term debt 200,889 345,244 Other Liabilities 5,460 6,022 TOTAL LIABILITIES 322,136 442,126 Commitments and Contingencies Redeemable preferred stock: $.01 par value, authorized 10,000 shares, issued and outstanding, 75 as Series A Convertible Preferred Stock; liquidation preference $1,000 per share, plus accumulated dividends 73,738 - SHAREHOLDERS' EQUITY Common stock, $.01 par value: authorized, 300,000 shares; issued and outstanding, 101,308 (2008) and 87,105 (2007) 1,013 871 Class B stock, $.01 par value: authorized, 3,000 shares; issued and outstanding, 292 (2008 and 2007) 3 3 Additional paid-in capital 293,785 290,787 Unrealized gain on available for sale securities 469 5,955 Accumulated deficit (275,081) (69,985) TOTAL SHAREHOLDERS' EQUITY 20,189 227,631 TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY $416,063 $669,757 WESTWOOD ONE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2008 2007 CASH FLOW FROM OPERATING ACTIVITIES: Net (loss) income $(205,091) $16,064 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 8,763 14,739 Goodwill Impairment 206,053 - Deferred taxes (10,149) (5,055) Non-cash stock compensation 4,240 7,808 Gain on sale of marketable securities (12,420) - Amortization of deferred financing costs 1,272 358 (7,332) 33,914 Changes in assets and liabilities: Accounts receivable 19,593 6,698 Prepaid and other assets 4,038 3,286 Deferred revenue (1,538) (2,968) Income taxes payable and prepaid income taxes (890) (2,188) Accounts payable and accrued expenses and other liabilities 10,169 (20,660) Amounts payable to related parties (14,839) 2,584 Net Cash Provided By Operating Activities 9,201 20,666 CASH FLOW FROM INVESTING ACTIVITIES: Capital expenditures (6,222) (4,031) Proceeds from sale of marketable securities 12,741 - Net Cash Provided (Used) In Investing Activities 6,519 (4,031) CASH FLOW FROM FINANCING ACTIVITIES: Issuance of common stock 22,750 - Issuance of series A convertible preferred stock and warrants 74,178 - Debt repayments and payments of capital lease obligations (113,538) (13,044) Dividend payments - (1,663) Deferred financing costs (1,688) - Net Cash Used in Financing Activities (18,298) (14,707) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,578) 1,928 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,187 11,528 CASH AND CASH EQUIVALENTS AT END OF PERIOD $3,609 $13,456SOURCE Westwood One, Inc.
Third Quarter 2008 Results
Revenue for the third quarter of 2008 was $96.3 million compared to$108.1 million in the third quarter of 2007, a decrease of 10.9%. Thedecrease is primarily due to the soft economy in the third quarter, whichparticularly impacted local advertising. Local/Regional revenue declined16.6%, primarily driven by reduced advertising spending in the automotive,banking and financial services and real estate categories. National revenuedeclined 4.3% due to lower advertiser demand.
Adjusted EBITDA for the third quarter, defined as operating income (loss)plus depreciation and amortization, special charges, restructuring charges,and non-cash stock-based compensation, was $8.1 million compared with$28.1 million in the third quarter of 2007. The decline was principally dueto a decrease in advertising revenue, and to higher operating expenses.Management anticipates that advertising revenue will benefit from increaseddaypart clearance rates of 93.7% on CBS Radio stations from March throughAugust 2008, which significantly increases the effectiveness of Westwood One'sadvertising platform, and sets the foundation for Network revenue growth in2009.
Operating expenses were higher due to increased station compensation,personnel expenses, and costs related to the Olympics. Operating expensesshould reflect greater efficiencies in the future as the Company beganre-engineering the Metro Networks traffic business in the third quarter toimprove operating performance and reduce costs. The Company also addressedcertain underperforming programming in the third quarter. This re-engineeringwill deliver initial savings in 2008, with the major impact expected to occurin 2009. The cost savings from these efforts have enabled the Company to hirenew sales and operations managers with proven track-records in the industry.
Special charges in the third quarter were $0.7 million as compared with$1.4 million in the third quarter of 2007. Special charges this quarter werecomprised of advisory fees related to re-engineering Metro Networks' trafficoperations and costs attributable to reducing the Company's debt. Specialcharges in the third quarter of 2007 were comprised of $1.4 million ofadvisory fees to negotiate a new long-term arrangement with CBS Radio.
Operating loss in the third quarter was ($7.6) million, which principallyreflects third quarter restructuring charges of $10.6 million, compared withoperating income of $19.7 million in the third quarter of 2007. Excluding theeffect of the restructuring charges on the third quarter results, theCompany's operating income would have been $3.0 million. The decline in thethird quarter of 2008 versus the third quarter of 2007 is due to the combinedimpact of lower revenues, higher operating costs and increased corporategeneral and administrative expenses, partially offset by the elimination ofamortization expenses associated with the CBS Radio warrants that werecancelled as part of the new CBS Radio arrangement, lower stock-basedcompensation and a reduction in special charges.
Interest expense for the quarter was $3.8 million compared to $5.8 millionin the third quarter of 2007, a decrease of 35.1%. The reduction isprincipally due to the Company's significantly lower debt levels and lowerinterest rates. At the end of the quarter, the Company's debt was$232.0 million, which is a reduction of $113.0 million from $345.0 million onDecember 31, 2007 and $125.5 million from $357.5 million on September 30,2007.
Income tax expense for the quarter was $1.2 million compared with$5.5 million in the third quarter of 2007. The Company's income tax expense inthe third quarter of 2008 was based on an expected annual effective tax rateof 1.2% compared to 39.2% in 2007. The decrease in the effective tax rate isprimarily attributable to the impact of the goodwill impairment charge takenin the second quarter of 2008, the majority of which is not deductible for taxpurposes.
Net loss for the third quarter was less than ($0.01) million, or less then($0.01) per share, compared with net income of $8.5 million, or $0.10 perbasic and diluted common share in the third quarter of 2007. Due to the lossin the third quarter of 2008, basic and diluted shares are equivalent.
Free cash flow, defined as net income (loss) plus depreciation andamortization, non-recurring charges including special charges andrestructuring charges, goodwill impairment, stock-based compensation, andamortization of deferred financing costs less capital expenditures, was$15.8 million or $0.16 per diluted share in the third quarter of 2008,compared with $15.1 million, or $0.17 per diluted share, in the third quarterof 2007. Capital expenditures were approximately $0.1 million in the currentquarter compared with $1.9 million in the third quarter of 2007.
Restructuring Charges
On September 12, 2008, the Company announced a plan to restructure thetraffic operations of its subsidiary Metro Networks and to addressunderperforming programming and implement other cost reductions. Themodifications to the Metro Networks traffic business are part of a series ofreengineering initiatives identified by management to improve the operatingand financial performance of the Company in the near-term, while setting afoundation for profitable long-term growth. These changes will result in areduction of staff levels and the consolidation of 60 operations centers into13 regional hubs by the end of the second quarter of 2009. The Companyestimates it will record an aggregate restructuring charge of approximately$26.1 million, consisting of: (i) $10.3 million of severance, relocation andother employee related costs; (ii) $8.3 million of facility consolidation andrelated costs; and, (iii) $7.5 million of contract termination costs. For thethree and nine months ended September 30, 2008, the Company recorded arestructuring charge of $10.6 million, comprised of $4.1 million of severanceand employee related costs and $6.5 million of contract termination costs.
Restructuring charges have been recorded in accordance with SFAS No. 146Accounting for the Costs Associated with Exit or Disposal Activities" and SFASNo. 88 "Employers Accounting for Settlements and Curtailments of DefinedBenefit Plans and for Termination Benefits". The Company accounts forone-time termination benefits, contract terminations, asset write-offs, and/orcosts to terminate lease obligations less assumed sublease income inaccordance with SFAS No. 146, which addresses financial accounting andreporting for costs associated with restructuring activities. Under SFAS No.146, we establish a liability for a cost associated with an exit or disposalactivity, including severance and lease termination obligations and otherrelated costs when the liability is incurred, rather than at the date that wecommit to an exit plan.
Business Update and Company Outlook
Management is focused on achieving a turnaround in the Company's financialperformance with a three-pronged business strategy: (1) growing revenue, (2)reducing operating expenses and (3) restructuring or refinancing the Company'sdebt.
Growing Revenue Network Radio
Westwood One is leveraging the strength and competitive leadership of itscore businesses to drive sales performance. The results to date areencouraging. Out of the top three radio networks, only Westwood One showedaudience share growth in the core demos (Adults 18-49 and Adults 25-54) overthe last 2 RADAR ratings reports. These gains are the results of actionstaken by Network Radio to build a more effective advertising platform forclients and affiliates. Increased clearances from several radio groups helpedfuel this audience growth. For example, Emmis Radio increased clearances thatstrengthened audience delivery across the female and youth networks. Otherradio groups like Beasley, Greater Media, and Inner City Broadcasting alsoincreased clearance with Westwood One, and improved the Company's audiencedelivery across several networks. In addition, CBS Radio stations increasedclearance levels of 93.7% have delivered a higher top-market based audiencewith strong advertiser appeal.
Another important sales platform for advertisers is Westwood One'sBusiness Radio Network (BNR) which is the only radio network to aggregate topbusiness brands like MarketWatch.com Radio Network, the Wall Street JournalReport, CNBC business Radio and the Dow Jones Money Report. Nearly 900stations in 98 of the top 100 markets take this content, and the platformdelivers a premium audience on the highest rated news outlets in two-thirds ofthe top 50 markets. The Business Radio Network has attracted new advertiserswho have never before advertised in network radio. We believe this trend willincrease as more business news is added to local radio programming to answerconsumer requests for more financial information.
Like the Business Radio Network, Westwood One is building other advertiserplatforms in key consumer segments. Today, it announced a partnership withCMT, a division of MTV Networks, for "CMT RADIO LIVE WITH CODY ALAN", a newnightly country entertainment radio show to be launched nationally in over 50markets in January, 2009. This new programming, with strong appeal to women,has already generated considerable interest among advertisers and attracted alaunch partner with Cumulus Radio.
Westwood One also is launching shortly "Into the Night with Tony Bruno," anew nightly three-hour sports-talk program, produced by The Content Factory,marking veteran sportscaster Tony Bruno's return to national radio.
The Company will continue to seek programming partnerships to complementits offerings.
Metro Networks traffic business
In the Metro Networks traffic business, Westwood One took significantsteps to maintain its competitive position as the leading provider of trafficinformation, serving 129 markets with incident monitoring services coveringmore than 350,000 miles of roadway. In an industry milestone, Westwood Oneentered into a multi-year strategic partnership with AirSage, the only U.S.supplier of traffic data from cell phone signaling systems. AirSage compilesand analyses the anonymous real-time experiences of tens of millions ofdrivers to report up-to-the-minute traffic flows and speeds. The combinedofferings will vastly expand coverage of secondary roadways and providebest-choice alternatives to minimize the hassles of daily commuting.
Westwood One is continuing to expand its traffic product withstate-of-the-art technology partnerships, product enhancements and revenueinitiatives that provide strong local advertising platforms.
Westwood One is also gaining sales traction In the Metro Networks trafficbusiness through its expanded ability to deliver advertiser messages,including pre-recorded commercials and 15 second spots, in an effort to moreeffectively capitalize on opportunities for specific advertisers.
Reducing Operating Expenses
The Company has undertaken a series of strategic re-engineering and costsavings initiatives to improve the Company's operating performance and reduceoperating expenses. In September and October, the Company successfullyexecuted the first phases of the re-engineering program for its Metro Networkstraffic business. This re-engineering allows Westwood One to provide asuperior traffic product to its markets more efficiently, in part byleveraging new digital technologies through new partnerships.
The re-engineering initiatives will result in a reduction of staff levelsand the eventual consolidation of 60 operations centers into 13 regional hubs.Some operating centers will relocate during the fourth quarter of 2008, withthe remaining markets moving into the 13 regional hubs by the end of thesecond quarter of 2009. The enhanced digital platform, overall improvements incommunications technology, and scale benefits of larger, 24/7 hub centersbetter position Westwood One as the continuing leader in the traffic business.
Once completed, the re-engineering program and other cost savings measureswill result in a total cost savings of $25 to $30 million on an annualizedbasis, which includes $4-5 million of savings in 2008 and an incremental$20-$23 million in 2009.
Restructuring Debt /NYSE Listing
The Company has taken aggressive actions to reduce debt in 2008. Debt hasdecreased by $113 million as of September 30, 2008 versus debt outstanding asof December 31, 2007. As previously disclosed, active discussions are takingplace with our lenders and noteholders to restructure and/or refinance debtwhich comes due on February 28, 2009 and November 30, 2009, respectively. TheCompany has engaged Moelis & Company to represent it in such process. TheCompany continues to believe it will likely be successful in thesenegotiations.
It should be noted, however, that the debt restructuring will likelyrequire that the Company raise additional capital amid a difficult capitalmarket environment. Failure by the Company to reach an agreement with itslenders and noteholders would have a material and adverse effect on itsability to continue as a going concern.
In addition, the Company is at risk in the near term of violating theNYSE's $25 million market capitalization requirement and being delisted.While the Company is assessing the potential of a reverse stock split and apossible alternative listing on the AMEX or NASDAQ, there will likely be aninterim period when the Company is not listed on an exchange.
2008 Outlook
The Company expects its full year revenue to decrease high single to lowdouble digits and full year Adjusted EBITDA to be $45 million plus or minus$2-$3 million. The Company expects its full year Adjusted EBITDA to increasein 2009 compared with the 2008 level.
About Westwood One
Westwood One (NYSE: WON) is the largest independent provider of networkradio programming and the largest provider of traffic information in the U.S.Westwood One serves more than 5,000 radio and TV stations in the U.S. TheCompany provides over 150 news, sports, music, talk and entertainmentprograms, features and live events to numerous media partners. Through itsMetro Networks division, Westwood provides traffic reporting and local news,sports and weather to over 2,200 radio and TV stations. The Company alsoprovides digital and other cross platform delivery of its network and Metrocontent.
Westwood One's management team is led by Rod Sherwood, who was namedPresident on October 20, 2008 and is the Company's CFO. Mr. Sherwood hasextensive experience engineering financial turnarounds, and restoringcompanies to long-term financial health. He has held CFO or EVP/GM positionsat companies including Gateway, Opsware (formerly Loudcloud, Inc), Spaceway(broadband services), DirecTV and Hughes Telecommunications and Space Company,and Chrysler.
New executives were recently named to lead each of the two core businessunits.
Gary Schonfeld, President of the Network Division, is a radio industryveteran. He co-founded radio network MediaAmerica in 1987 and served as itsPresident until its acquisition by Jones Media Group in 1998. He was Presidentof Jones MediaAmerica until it was acquired by Triton Radio Network in June2008. Prior to founding MediaAmerica, Mr. Schonfeld was Vice-PresidentEastern Sales Region for Westwood One.
Steve Kalin, President of the Metro Networks Traffic Division, joinedWestwood One in July, 2008 as Chief Operating Officer. Previously, Mr. Kalinwas the Chief Operating Officer and Board member of Rodale, Inc. a globalpublisher of magazines, books and online health and wellness information.Kalin has 20 years of media experience in both traditional and digitalplatforms and strategic, business development and operational roles. Earlierin his career, Mr. Kalin was Chief Financial Officer and Chief OperatingOfficer of Medscape, a leading online website for physicians. Mr. Kalin wasalso Vice President of Business Development for ESPN Internet Ventures andwith ESPN Enterprises, ESPN's new business development group. At the start ofhis career, Mr. Kalin was a consultant with McKinsey & Company in the firm'smedia practice.
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, uncertaintiesand other factors which may cause the actual results, performance orachievements of the Company to be materially different from any futureresults, performance or achievements expressed or implied by suchforward-looking statements. The words or phrases "guidance," "expect,""anticipate," "estimates" and "forecast" and similar words or expressions areintended to identify such forward-looking statements. In addition anystatements that refer to expectations or other characterizations of futureevents or circumstances are forward-looking statements. Various risks thatcould cause future results to differ from those expressed by theforward-looking statements included in this release include, but are notlimited to: continued declines in revenue; our ability to raise additionalcapital or refinance our senior credit agreement; our ability to continue as agoing concern; our ability to execute our growth strategy; trends in audienceand inventory delivered by our affiliated radio stations, and competition inthe media industry; changes in economic conditions in the U.S. and in othercountries in which the Company currently does business (both generally andrelative to the broadcasting and media industry); advertiser spendingpatterns; changes in the level of competition for advertising dollars; andfluctuations in programming costs. Other key risks are described in theCompany's reports filed with the SEC, including the Company's annual report onForm 10-K/A for the year ending December 31, 2007. Except as otherwise statedin this news announcement, Westwood One, Inc. does not undertake anyobligation to publicly update or revise any forward-looking statements becauseof new information, future events or otherwise.
WESTWOOD ONE, INC. SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION Adjusted EBITDA
The following tables set forth the Company's Adjusted EBITDA for the threeand nine month periods ended September 30, 2008 and 2007. The Company defines"Adjusted EBITDA" as operating income (loss) from its Statement of Operationsadjusted to exclude the following items: depreciation and amortization,stock-based stock compensation, restructuring charges, special charges andgoodwill impairment. Adjusted EBITDA is not a performance measure calculatedin accordance with Generally Accepted Accounting Principles ("GAAP").
Adjusted EBITDA is used by the Company to, among other things, evaluateits operating performance, forecast and plan for future periods, valueprospective acquisitions, and as one of several components of incentivecompensation targets for certain management personnel. This measure is animportant indicator of the Company's operational strength and performance ofits business because it provides a link between profitability and operatingcash flow. The Company believes the presentation of this measure is relevantand useful for investors because it allows investors to view performance in amanner similar to the method used by the Company's management, helps improvetheir ability to understand the Company's operating performance and makes iteasier to compare the Company's results with other companies that havedifferent financing and capital structures or tax rates. In addition, thismeasure is also among the primary measures used externally by the Company'sinvestors, analysts and peers in its industry for purposes of valuation andcomparing the operating performance of the Company to other companies in itsindustry. Adjusted EBITDA is also used to determine compliance with its debtcovenants.
Since Adjusted EBITDA is not a measure of performance calculated inaccordance with GAAP, it should not be considered in isolation of, or as asubstitute for, net income as an indicator of operating performance. AdjustedEBITDA as the Company calculates it, may not be comparable to similarly titledmeasures employed by other companies. In addition, this measure does notnecessarily represent funds available for discretionary use, and is notnecessarily a measure of the Company's ability to fund its cash needs. AsAdjusted EBITDA excludes certain financial information compared with operatingincome, the most directly comparable GAAP financial measure, users of thisfinancial information should consider the types of events and transactionswhich are excluded. As required by the SEC, the Company provides below areconciliation of Adjusted EBITDA to operating income, the most directlycomparable amount reported under GAAP.
Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2008 2007 2008 2007 Net income (loss) ($0.0) $8.5 ($205.1) $16.1 Plus: Income taxes 1.2 5.4 (2.0) 9.9 Interest expense and other ($8.6) 5.8 1.0 17.6 Depreciation and amortization 2.4 4.8 8.7 14.7 Goodwill impairment, restructuring & special charges 11.3 1.4 226.4 4.0 Non-cash stock based compensation 1.8 2.2 4.2 7.8 Adjusted EBITDA $8.1 $28.1 $33.2 $70.1 Free Cash Flow
Free cash flow is defined by the Company as net income (loss) plusdepreciation and amortization, stock-based compensation, special charges,restructuring charges and non-cash goodwill impairment less capitalexpenditures. The Company uses free cash flow, among other measures, toevaluate its operating performance. Management believes free cash flowprovides investors with an important perspective on the Company's cashavailable to service debt and the Company's ability to make strategicacquisitions and investments, maintain its capital assets, repurchase itscommon stock and fund ongoing operations. As a result, free cash flow is asignificant measure of the Company's ability to generate long term value. TheCompany believes the presentation of free cash flow is relevant and useful forinvestors because it allows investors to view performance in a manner similarto the method used by management. In addition, free cash flow is also aprimary measure used externally by the Company's investors, analysts and peersin its industry for purposes of valuation and comparing the operatingperformance of the Company to other companies in its industry. Free cash flowper fully diluted weighted average Common shares outstanding is defined by theCompany as free cash flow divided by the fully diluted weighted average Commonshares outstanding.
As free cash flow is not a measure of performance calculated in accordancewith GAAP, free cash flow should not be considered in isolation of, or as asubstitute for, net income as an indicator of operating performance or netcash provided by operating activities as a measure of liquidity. Free cashflow, as the Company calculates it, may not be comparable to similarly titledmeasures employed by other companies. In addition, free cash flow does notnecessarily represent funds available for discretionary use and is notnecessarily a measure of the Company's ability to fund its cash needs. Inarriving at free cash flow, the Company adjusts net cash provided by operatingactivities to remove the impact of cash flow timing differences to arrive at ameasure which the Company believes more accurately reflects funds availablefor discretionary use. Specifically, the Company adjusts net cash provided byoperating activities (the most directly comparable GAAP financial measure) forcapital expenditures, restructuring charges, special charges, non-cashgoodwill impairment and deferred taxes, in addition to removing the impact ofsources and or uses of cash resulting from changes in operating assets andliabilities. Accordingly, users of this financial information should considerthe types of events and transactions which are not reflected. The Companyprovides below a reconciliation of free cash flow to the most directlycomparable amount reported under GAAP, net cash provided by operatingactivities. The following table presents a reconciliation of the Company'snet cash provided by operating activities to free cash flow:
Three Months Ended Nine Months Ended September 30, September 30, (In millions, except per share amounts) 2008 2007 2008 2007 Net cash provided by (used in) operating activities $14.0 $23.3 $9.2 $20.7 Plus or Minus: Changes in assets and liabilities (24.8) (9.6) (16.5) 13.2 Gain on sale of marketable securities 12.4 -- 12.4 -- Restructuring costs 10.6 -- 10.6 -- Special charges 0.7 1.3 9.8 4.0 Deferred taxes 3.0 2.0 10.1 5.1 Less Capital expenditures (0.1) (1.9) (6.2) (4.0) Free cash flow $15.8 $15.1 $29.4 $39.0 Fully diluted weighted average shares Outstanding 100.8 86.5 97.0 86.4 Free cash flow per diluted share $0.16 $0.17 $0.30 $0.45 WESTWOOD ONE, INC CONSOLIDATED STATEMENT OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2008 2007 2008 2007 NET REVENUE $96,299 $108,083 $303,298 $333,067 Operating Costs (includes related party expenses of $17,691, $15,408, $54,012 and $51,238 respectively) 86,142 79,351 265,782 260,419 Depreciation and Amortization (includes related party warrant amortization of $0, $2,427, $1,618 and $7,281, respectively) 2,366 4,791 8,763 14,739 Corporate General and Administrative Expenses (includes related party expenses of $75, $861, $610 and $2,551, respectively) 4,049 2,867 8,510 10,318 Goodwill Impairment - - 206,053 - Restructuring Charges 10,598 - 10,598 - Special Charges (includes related party expenses 699 1,388 9,756 4,025 of $175, $0, $5,000 and $0, respectively) 103,854 88,397 509,462 289,501 OPERATING (LOSS) INCOME (7,555) 19,686 (206,164) 43,566 Interest Expense 3,758 5,790 13,509 17,739 Other Income (12,453) (4) (12,538) (154) INCOME (LOSS) BEFORE INCOME TAXES 1,140 13,900 (207,135) 25,981 INCOME TAXES EXPENSE (BENEFIT) 1,150 5,448 (2,044) 9,917 NET (LOSS) INCOME $(10) $8,452 $(205,091) $16,064 NET (LOSS) INCOME attributable to Common Shareholders $(1,451) $8,452 $(206,720) $16,064 (LOSS) EARNINGS PER SHARE COMMON STOCK BASIC $(0.01) $0.10 $(2.13) $0.19 DILUTED $(0.01) $0.10 $(2.13) $0.19 CLASS B STOCK BASIC $- $- $- $0.02 DILUTED $- $- $- $0.02 WEIGHTED AVERAGE SHARES OUTSTANDING: COMMON STOCK BASIC 100,836 86,137 97,045 86,101 DILUTED 100,836 86,481 97,045 86,434 CLASS B STOCK BASIC 292 292 292 292 DILUTED 292 292 292 292 WESTWOOD ONE, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) September 30, December 31, 2008 2007 (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $3,609 $6,187 Accounts receivable, net of allowance for doubtful accounts of $3,593 (2008) and $3,602 (2007) 88,678 108,271 Warrants, current portion - 9,706 Prepaid and other assets 11,081 13,990 Total Current Assets 103,368 138,154 Property and equipment, net 32,673 33,012 Goodwill 258,061 464,114 Intangible assets, net 2,856 3,443 Other assets 19,105 31,034 TOTAL ASSETS $416,063 $669,757 LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $23,542 $17,378 Amounts payable to related parties 16,020 30,859 Deferred revenue 4,277 5,815 Income taxes payable 6,356 7,246 Accrued expenses and liabilities 33,592 29,562 Current maturity of long-term debt 32,000 - Total Current Liabilities 115,787 90,860 Long-term debt 200,889 345,244 Other Liabilities 5,460 6,022 TOTAL LIABILITIES 322,136 442,126 Commitments and Contingencies Redeemable preferred stock: $.01 par value, authorized 10,000 shares, issued and outstanding, 75 as Series A Convertible Preferred Stock; liquidation preference $1,000 per share, plus accumulated dividends 73,738 - SHAREHOLDERS' EQUITY Common stock, $.01 par value: authorized, 300,000 shares; issued and outstanding, 101,308 (2008) and 87,105 (2007) 1,013 871 Class B stock, $.01 par value: authorized, 3,000 shares; issued and outstanding, 292 (2008 and 2007) 3 3 Additional paid-in capital 293,785 290,787 Unrealized gain on available for sale securities 469 5,955 Accumulated deficit (275,081) (69,985) TOTAL SHAREHOLDERS' EQUITY 20,189 227,631 TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY $416,063 $669,757 WESTWOOD ONE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2008 2007 CASH FLOW FROM OPERATING ACTIVITIES: Net (loss) income $(205,091) $16,064 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 8,763 14,739 Goodwill Impairment 206,053 - Deferred taxes (10,149) (5,055) Non-cash stock compensation 4,240 7,808 Gain on sale of marketable securities (12,420) - Amortization of deferred financing costs 1,272 358 (7,332) 33,914 Changes in assets and liabilities: Accounts receivable 19,593 6,698 Prepaid and other assets 4,038 3,286 Deferred revenue (1,538) (2,968) Income taxes payable and prepaid income taxes (890) (2,188) Accounts payable and accrued expenses and other liabilities 10,169 (20,660) Amounts payable to related parties (14,839) 2,584 Net Cash Provided By Operating Activities 9,201 20,666 CASH FLOW FROM INVESTING ACTIVITIES: Capital expenditures (6,222) (4,031) Proceeds from sale of marketable securities 12,741 - Net Cash Provided (Used) In Investing Activities 6,519 (4,031) CASH FLOW FROM FINANCING ACTIVITIES: Issuance of common stock 22,750 - Issuance of series A convertible preferred stock and warrants 74,178 - Debt repayments and payments of capital lease obligations (113,538) (13,044) Dividend payments - (1,663) Deferred financing costs (1,688) - Net Cash Used in Financing Activities (18,298) (14,707) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,578) 1,928 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,187 11,528 CASH AND CASH EQUIVALENTS AT END OF PERIOD $3,609 $13,456SOURCE Westwood One, Inc.
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