SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission file number 0-13020
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-398044
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 West 57th Street, New York, NY 10019
Address of principal executive offices) (Zip Code)
(212) 641-2000
Registrant's telephone number, including area code
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).Yes X No
--- ---
Number of shares of Stock Outstanding at April 26, 2004 (excluding treasury
shares):
Common Stock, par value $.01 per share - 96,999,467 shares Class B
Stock, par value $.01 per share - 703,466 shares
WESTWOOD ONE, INC.
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INDEX
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Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
Item 3. Qualitative and Quantitative Disclosures
About Market Risk 14
Item 4. Controls and Procedures 14
PART II. OTHER INFORMATION
Item 2. Use of Proceeds and Issuer Purchases
of Equity Securities 15
Item 6. Exhibits and Reports on Form 8K 15
SIGNATURES 17
CERTIFICATIONS 18
Item 1 - Financial Statements
WESTWOOD ONE, INC. CONSOLIDATED
BALANCE SHEETS
(In thousands)
March 31, December 31,
2004 2003
--------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 20,027 $ 8,665
Accounts receivable, net of allowance for doubtful accounts
of $4,676 (2004) and $4,334 (2003) 116,499 135,720
Prepaid and other assets 20,974 21,110
-------- ---------
Total Current Assets 157,500 165,495
PROPERTY AND EQUIPMENT, NET 49,399 50,562
GOODWILL 990,472 990,472
INTANGIBLE ASSETS, NET 7,054 7,626
OTHER ASSETS 41,909 47,879
---------- ----------
TOTAL ASSETS $1,246,334 $1,262,034
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 13,516 $13,136
Amounts payable to related parties 19,953 18,680
Deferred revenue 7,569 12,215
Income taxes payable 6,346 3,760
Accrued expenses and other liabilities 36,477 32,082
---------- ----------
Total Current Liabilities 83,861 79,873
LONG-TERM DEBT 316,533 300,366
DEFERRED INCOME TAXES 37,902 36,902
OTHER LIABILITIES 8,786 8,943
---------- ----------
TOTAL LIABILITIES 447,082 426,084
---------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock: authorized 10,000 shares, none outstanding - -
Common stock, $.01 par value: authorized, 261,288 shares;
issued and outstanding, 97,449 (2004) and 99,057 (2003) 974 991
Class B stock, $.01 par value: authorized, 3,000 shares:
issued and outstanding, 704 (2004 and 2003) 7 7
Additional paid-in capital 464,605 517,132
Accumulated earnings 336,567 319,020
---------- ----------
802,153 837,150
Less treasury stock, at cost; 100 (2004) and 35 (2003) shares (2,901) (1,200
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 799,252 835,950
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,246,334 $1,262,034
========== ==========
See accompanying notes to consolidated financial statements.
3
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended
March 31,
--------
2004 2003
---- ----
(Unaudited)
REVENUES $129,608 $125,795
-------- --------
Operating Costs (includes related party expenses
of $22,515 and $21,128, respectively) 93,496 92,052
Depreciation and Amortization (includes related party
warrant amortization of $338 and $338, respectively) 3,154 2,880
Corporate General and Administrative Expenses
(includes related party expenses of $703 and $683,
respectively) 1,970 1,644
-------- --------
98,620 96,576
-------- --------
OPERATING INCOME 30,988 29,219
Interest Expense 2,917 2,451
Other Income (40) (20)
-------- --------
INCOME BEFORE INCOME TAXES 28,111 26,788
INCOME TAXES 10,564 9,874
-------- --------
NET INCOME $17,547 $16,914
======= =======
NET INCOME PER SHARE:
BASIC $ .18 $ .16
======= =======
DILUTED $ .18 $ .16
======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 98,003 103,063
======= =======
DILUTED 100,068 105,638
======= =======
See accompanying notes to consolidated financial statements.
4
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
March 31,
------------------
2004 2003
---- ----
(Unaudited)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $17,547 $16,914
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 3,154 2,880
Deferred taxes 1,000 1,000
Amortization of deferred financing costs 458 159
------- -------
22,159 20,953
Changes in assets and liabilities:
Decrease in accounts receivable 19,221 18,777
Decrease in prepaid and other assets 2,642 4,551
(Decrease) in deferred revenue (4,646) (2,812)
Increase in income taxes payable 5,784 7,834
Increase in accounts payable and accrued and
other liabilities 4,764 1,373
Increase in amounts payable to related parties 1,273 3,993
------- -------
Net Cash Provided By Operating Activities 51,197 54,669
------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures (989) (1,046)
Acquisition of companies and other 12 (145)
------- -------
Net Cash Used For Investing Activities (977) (1,191)
------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock 5,843 4,235
Borrowings under bank and other long-term obligations 120,000 -
Debt repayments and payments of capital lease obligations (100,146) (138)
Repurchase of common stock (63,286) (59,525)
Deferred financing costs (1,269) (105)
--------- --------
NET CASH (USED IN) FINANCING ACTIVITIES (38,858) (55,533)
--------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 11,362 (2,055)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 8,665 7,371
--------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $20,027 $5,316
========= ========
See accompanying notes to consolidated financial statements.
5
WESTWOOD ONE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(In thousands, except per share data)
NOTE 1 - Basis of Presentation:
-------------------------------
The accompanying consolidated balance sheet as of March 31, 2004, the
consolidated statements of operations and the consolidated statements of cash
flows for the three month periods ended March 31, 2004 and 2003 are unaudited,
but in the opinion of management include all adjustments necessary for a fair
presentation of the financial position, the results of operations and cash flows
for the periods presented. Results of operations for interim periods are not
necessarily indicative of annual results. These financial statements should be
read in conjunction with the Company's Annual Report on Form 10-K, filed with
the Securities and Exchange Commission.
NOTE 2 - Earnings Per Share:
----------------------------
Net income per share is computed in accordance with SFAS No. 128. Basic
earnings per share excludes all dilution and is calculated using the weighted
average number of shares outstanding in the period. Diluted earnings per share
reflects the potential dilution that would occur if all financial instruments
which may be exchanged for equity securities were exercised or converted to
Common Stock.
The Company has issued options and warrants which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The following numbers of shares related to options and warrants were added to
the basic weighted average shares outstanding to arrive at the diluted weighted
average shares outstanding for each period:
March 31,
-----------------------
2004 2003
---- ----
Options 2,065 2,575
Common equivalent shares are excluded in periods in which they are
anti-dilutive. The following options were excluded from the calculation of
diluted earnings per share because the exercise price was greater than the
average market price of the Company's Common Stock for the first quarter of 2004
and 2003:
March 31,
-----------------------
2004 2003
---- ----
Options 2,804 1,331
The per share exercise prices of the options were $32.25-$38.34 in 2004,
and $35.19-$38.34 in 2003. Also excluded were 4,500 warrants issued in May 2002
in conjunction with extending the terms of the Company's management agreement
with a related party.
NOTE 3 - Debt:
--------------
Long-term debt consists of the following at:
March 31, 2004 December 31, 2003
-------------- -----------------
Term Loan $120,000 -
Revolving Credit Facility - $100,000
4.64% Senior Unsecured Notes 50,000 50,000
5.26% Senior Unsecured Notes 150,000 150,000
Fair market value of Swap (a) (3,467) 366
--------- --------
$316,533 $300,366
========= ========
(a) write-up (write-down) to market value adjustments for debt with
qualifying hedges that are recorded as debt on the balance sheet.
6
On March 3, 2004, the Company refinanced its existing senior loan agreement
with a syndicate of banks led by JP Morgan Chase Bank and Bank of America. The
new facility is comprised of a five-year $120,000 term loan and a five-year
$180,000 revolving credit facility (collectively the "New Facility"). In
connection with the closing of the New Facility, the Company borrowed the full
amount of the term loan, the proceeds of which were used to repay the
outstanding borrowings under the prior facility. Interest on the New Facility is
payable at the prime rate plus an applicable margin of up to .25% of LIBOR plus
an applicable margin of up to 1.25%, at the Company's option. The New Facility
contains covenants relating to dividends, liens, indebtedness and interest
coverage and leverage rations. At March 31, 2004, the Company had available
borrowings under the New Facility of $180,000.
NOTE 4 - Related Party Transactions:
------------------------------------
In return for receiving services under a management agreement (the
"Management Agreement"), the Company compensates Infinity Broadcasting
Corporation ("Infinity") a wholly-owned subsidiary of Viacom Inc, via an annual
base fee and provides Infinity the opportunity to earn an incentive bonus if the
Company exceeds pre-determined targeted cash flows. In addition to the base fee
and incentive compensation, the Company also granted Infinity fully vested and
non-forfeitable warrants to purchase Company common stock.
In addition to the Management Agreement, the Company also enters into other
transactions with Infinity in the normal course of business. These transactions
are more fully described in the Company's Annual Report on Form 10-K.
The Company incurred the following expenses relating to transactions with
Infinity or its affiliates for the three-month periods ended March 31:
2004 2003
---- ----
Representation Agreement $ 6,954 $ 6,735
Programming and Affiliations 15,561 14,393
Management Agreement (excluding warrant
amortization) 703 683
Warrant Amortization 338 338
------- -------
$23,556 $22,149
======= =======
NOTE 5 - Stock Options:
-----------------------
The Company applies APB 25 and related interpretations in accounting for
its stock option plans. Accordingly, no compensation expense has been recognized
for its plans. Had compensation cost been determined in accordance with the
methodology prescribed by SFAS 123, the Company's net income and earnings per
share would have been reduced by approximately $2,273 ($.02 per basic and
diluted share) in the first quarter of 2004 and $2,037 ($.02 per basic and
diluted share) in the first quarter of 2003.
Three Months Ended March 31,
----------------------------
2004 2003
---- ----
Net Income as Reported $17,547 $16,914
Deduct: Total Stock Based
Employee Compensation Expense,
Net of Tax (2,273) (2,037)
------- -------
Pro Forma Net Income $15,274 $14,877
======= =======
Net Income Per Share:
Basic - As Reported $.18 $.16
==== ====
Basic - Pro Forma .16 $.14
==== ====
Diluted - As Reported $.18 $.16
==== ====
Diluted - Pro Forma $.15 $.14
==== ====
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (In thousands except for share and per share amounts)
EXECUTIVE OVERVIEW
Westwood One supplies radio and television stations with information
services and programming. The Company is the largest domestic outsource provider
of traffic reporting services and the nation's largest radio network, producing
and distributing national news, sports, talk, music and special event programs,
in addition to local news, sports, weather, video news and other information
programming. The commercial airtime that we sell to our advertisers is acquired
from radio and television affiliates in exchange for our programming, content,
information, and in certain circumstances, cash compensation.
The radio broadcasting industry has experienced a significant amount of
consolidation in recent years. As a result, certain major radio station groups,
including Infinity and Clear Channel Communications, have emerged as leaders in
the industry. Westwood One is managed by Infinity under a Management Agreement,
which expires on March 31, 2009. While Westwood One provides programming to all
major radio station groups, the Company has affiliation agreements with most of
Infinity's owned and operated radio stations, which in the aggregate, provide
the Company with a significant portion of the audience that it sells to
advertisers. Accordingly, the Company's operating performance could be
materially adversely impacted by its inability to continue to renew its
affiliate agreements with Infinity stations.
The Company derives substantially all of its revenues from the sale of :10
second, :30 second and :60 second commercial airtime to advertisers. Our
advertisers who target local/regional audiences generally find the most
effective method is to purchase shorter duration :10 second advertisements,
which are principally correlated to traffic and information related programming
and content. Our advertisers who target national audiences generally find the
most cost effective method is to purchase longer :30 or :60 second
advertisements, which are principally correlated to news, talk, sports and music
and entertainment related programming and content. Generally, the greater amount
of programming we provide our affiliates the greater amount of commercial
airtime is available for the Company to sell. Additionally, over an extended
period of time an increase in the listening audience results in our ability to
generate more revenues. Our goal is to maximize the yield of our available
commercial airtime to optimize revenues.
In managing our business, we develop programming and exploit the commercial
airtime by concurrently taking into consideration the demands of our advertisers
on both a market specific and national basis, the demands of the owners and
management of our radio station affiliates, and the demands of our programming
partners and talent. Our continued success and prospects for growth are
dependent upon our ability to manage the aforementioned factors in a cost
effective manner. Our results may also be impacted by overall economic
conditions, trends in demand for radio related advertising, competition, and
risks inherent in our customer base, including customer attrition and our
ability to generate new business opportunities to offset any attrition.
There are a variety of factors that influence the Company's revenues on a
periodic basis including but not limited to: (i) economic conditions and the
relative strength or weakness in the United States economy, (ii) advertiser
spending patterns and the timing of the broadcasting of our programming,
principally the seasonal nature of sports programming, (iii) advertiser demand
on a local/regional or national basis for the Company's related advertising
products, (iv) increases or decreases in our portfolio of program offerings and
related audiences, including changes in the demographic composition of our
audience base and (v) competitive and alternative programs and advertising
mediums.
Our ability to specifically isolate the relative historical aggregate
impact of price and volume is not practical as commercial airtime is sold and
managed on an order-by-order basis. It should be noted, however, that the
Company closely monitors advertiser commitments for the current calendar year,
with particular emphasis placed on the next three month period. Factors
impacting the pricing of commercial airtime include, but are not limited to: (i)
the dollar value, length and breadth of the order, (ii) the desired reach and
audience demographic, (iii) the level of commercial airtime available for the
8
desired demographic requested by the advertiser for sale at the time their order
is negotiated; and (iv) the proximity of the date of the order placement to the
desired broadcast date of the commercial airtime. Our commercial airtime is
perishable, and accordingly, our revenues are significantly impacted by the
commercial airtime available at the time we enter into an arrangement with an
advertiser.
The principal critical components of our operating expenses are
programming, production and distribution costs (including affiliate compensation
and broadcast rights fees), selling expenses (including bad debt expenses,
commissions and promotional expenses), depreciation and amortization, and
corporate, general and administrative expenses. Corporate general and
administrative expenses are primarily comprised of costs associated with the
Infinity Management Agreement, personnel costs and other administrative
expenses, including those associated with new corporate governance regulations.
We consider the Company's operating cost structure to be predominantly
fixed in nature, and as a result, the Company needs at least several months
lead-time to make reductions in its cost structure to react to what it believes
are more than temporary declines in advertiser demand. This factor is important
in predicting the Company's performance in periods when advertiser revenues are
increasing or decreasing. In periods where advertiser revenues are increasing,
the fixed nature of a substantial portion of our costs means that Operating
Income will grow faster than the related growth in revenue. Conversely, in a
period of declining revenue Operating Income will decrease by a greater
percentage than the decline in revenue because of the lead-time needed to reduce
the Company's operating cost structure. Furthermore, if the Company perceives a
decline in revenue to be temporary, it may choose not to reduce its fixed costs,
or may even increase its fixed costs, so as to not limit its future growth
potential when the advertising marketplace rebounds.
Results of Operations
---------------------
Three Months Ended March 31, 2004 Compared
With Three Months Ended March 31, 2003
--------------------------------------
Revenues
Revenues presented by type of commercial advertisements are as follows for
the three-month periods ending March 31,:
2004 2003
----------------------- ---------------------
$ % of total $ % of total
------- ---------- ------- ----------
Local/Regional $64,651 50% $63,362 50%
National 64,957 50% 62,433 50%
------- ---- ------- ----
Total (1) $129,608 100% $125,795 100%
======== ==== ======== ====
(1) As described above, the Company currently aggregates revenue data based on
the type of commercial airtime sold. A number of advertisers purchase both
local/regional and national commercial airtime. Accordingly, this factor
should be considered in evaluating the relative revenues generated on a
local/regional versus national basis. Our objective is to optimize total
revenues from those advertisers.
Revenues for the first quarter of 2004 increased $3,813, or 3%, to $129,608
compared with $125,795 in the first quarter of 2003. Both local/regional and
national revenues increased in the quarter compared with the comparable 2003
period.
During the first quarter of 2004, revenues aggregated from the sale of
local/regional airtime increased approximately 2%, or approximately $1,289, and
national based revenues increased approximately 4%, or $2,524 compared with the
first quarter of 2003. This increase was evident throughout the country.
In the first quarter of 2004, the increase in our aggregated national based
revenues was accomplished through attaining higher revenues in the news and
sports programming categories, through adding station affiliations, and new
sports programming.
9
We expect our revenues in 2004 to increase compared with 2003,
resulting primarily from an anticipated overall increase in demand for our
product offerings due to higher audience delivery, the Company's exclusive U.S.
radio broadcast of the 2004 Summer Olympics, inventory management initiatives,
and the development of new distribution alternatives for our content.
Operating Costs
Operating costs for the three months ended March 31, 2004, and 2003 were as
follows:
2004 2003
--------------------- ---------------------
$ % of total $ % of total
------- ---------- ------- ----------
Programming, production and
distribution expenses $59,919 64% $57,243 62%
Selling expenses 11,195 12% 10,140 11%
Other operating expenses 22,382 24% 24,669 27%
------- ---- ------- ----
$93,496 100% $92,052 100%
======= ==== ======= ====
Operating costs increased approximately 2%, or $1,444, to $93,496 in 2004
from $92,052 in the first quarter of 2003. The increase was principally
attributable to (i) increases in programming, production and distribution
expenses resulting from the investment in additional network audiences as a
result of adding station affiliations, and expanding into new traffic and
information markets as well as the development of new program offerings, (ii)
higher selling expenses related to increasing the size of our sales staff,
higher commission expense due to increased revenue, partially offset by lower
bad debt expense (approximately $600) and (iii) lower other operating expenses
due principally to reductions in personnel and personnel related costs.
We currently anticipate that operating costs will increase in 2004 compared
with 2003 due to expenses attributable with the Company's broadcast of the 2004
Summer Olympics, additional investments in our national network audiences and
programs and normal recurring contractual cost increases. In addition, we expect
to make certain continued investments in our sales support functions to support
our planned growth in revenues.
Depreciation and Amortization
Depreciation and amortization increased $274, or 10%, to $3,154 in the
first quarter of 2004 from $2,880 in the first quarter of 2003. The increase was
principally attributable to depreciation expense attributable to management
information systems implemented during the first quarter of 2004.
As a result of the May 29, 2002 extension of the Management Agreement with
Viacom starting with the second quarter of 2004 and through the first quarter of
2009, the Company's quarterly amortization expense will increase by
approximately $2,100. The increase will result from the higher amortization
attributable to the fair market value of the warrants issued to Infinity as part
of the extension of the Management Agreement.
Corporate General and Administrative Expenses
Corporate general and administrative expenses increased $326, or 20% to
$1,970 in the first quarter of 2004 from $1,644 in the first quarter of 2003.
The increase was principally attributable to higher expenses associated with our
corporate governance activities, including fees incurred for professional
services.
We expect our corporate general and administrative costs to increase in
2004 compared with 2003. We expect to incur increased expenses relating to our
compliance and corporate governance activities. Further, we note that our
incentive bonus arrangement with Infinity is variable, contingent upon our
performance.
10
Operating Income
Operating income increased $1,769, or 6% to $30,988 in the first quarter of
2004 from $29,219 in the first quarter of 2003.
Interest Expense
Interest expense increased 19% in the first quarter of 2004 to $2,917 from
$2,451 in 2003. The increased was attributable to higher debt outstanding as
well as due to approximately $325 amortization of previously capitalized
deferred debt costs attributable to the refinancing of our bank credit facility.
We expect that our interest expense will increase in 2004 commensurate with
our anticipated higher average debt levels.
Provision for income taxes
Income tax expense in the first quarter of 2004 was $10,564 compared with
$9,874 in the first quarter of 2003. The Company's effective income tax rate was
approximately 37.6% in the first quarter of 2004 compared with approximately
36.9% in the first quarter of 2003. The increase in the effective income tax
rate is principally as a result of higher state taxes resulting from recently
enacted tax law changes in the states in which we operate.
Net income
Net income in the first quarter of 2004 was $17,547 compared with $16,914
in the first quarter of 2003, an increase of $633, or 4%. Net income per basic
share increased approximately $.02, or 9%, to $.18 compared with $.16 in the
first quarter of 2003. Net income per diluted share increased approximately
$.02, or 10%, to $.18 compared with $.16 in the comparable 2003 period.
Earnings per share
Weighted averages shares outstanding used to compute basic and diluted
earnings per share decreased approximately 5% to 98,003 and 100,068,
respectively, in the first quarter of 2004 compared with 103,063 and 105,638,
respectively, in the first quarter of 2003. The decrease is principally
attributable to the Company's stock repurchase program.
Liquidity and Capital Resources
The Company continually projects anticipated cash requirements, which
include share repurchases, acquisitions, capital expenditures, and principal and
interest payments on its outstanding indebtedness. Funding requirements are
financed through cash flow from operations and the issuance of short-term
borrowings and/or long-term debt.
At March 31, 2004, the Company's principal sources of liquidity were its
cash and cash equivalents of $20,027 and available borrowings under its bank
facility which is further described below.
The Company has and continues to expect to generate significant cash flows
from operating activities. For the three month periods ended March 31, 2004 and
2003, net cash provided by operating activities were $51,197 and $54,669,
respectively.
At March 31, 2004, the Company had an unsecured $120,000 term loan and a
$180,000 bank revolving credit facility (the "New Facility"), $50,000 in senior
unsecured notes due in 2009 and $150,000 in senior unsecured notes due in 2012
(collectively the "Notes"). At March 31, 2004, the Company had available
borrowings of $180,000 under its New Facility.
11
In conjunction with the Company's objective of enhancing shareholder value,
the Company's Board of Directors has authorized a stock repurchase program. In
the first quarter of 2004, the Company principally used cash flow from
operations to purchase approximately 2,100 shares of the Company's Common Stock
for a total cost of approximately $63,286. In the first quarter of 2003, the
Company purchased approximately 1,769 shares of the Company's Common Stock for a
total cost of $59,525. In the month of April 2004 (through April 26), the
Company repurchased an additional 403 shares of Common Stock at a cost of
approximately $12,731. The Company expects to continue to use its cash flow to
repurchase its Common Stock. At April 26, 2004, the Company had authorization to
repurchase up to an additional $302,624 of its Common Stock.
The Company's business does not require, and is not expected to require,
significant cash outlays for capital expenditures.
The Company believes that its cash, other liquid assets, operating cash
flows and available bank borrowings, taken together, provide adequate resources
to fund ongoing operating requirements.
Forward-Looking Statements and Factors Affecting Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements made by or on the behalf of the Company.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
statements are based on management's views and assumptions at the time the
statements are made, however no assurances can be given that management's
expectations will come to pass. The forward-looking statements included in this
document are only made as of the date of this document and the Company does not
have any obligation to publicly update any forward-looking statement to reflect
subsequent events or circumstances.
Factors That May Affect Forward-Looking Statements
A wide range of factors could materially affect future developments and
performance including the following:
-- The Company is managed by Infinity under the terms of the Management
Agreement, which expires in 2009. In addition, the Company has
extensive business dealings with Infinity and its affiliates in its
normal course of business. The Company's business prospects could be
adversely affected by its inability to retain Infinity's services
under the Management Agreement beyond the contractual term.
-- The Company competes in a highly competitive business. Its radio
programming competes for audiences and advertising revenues directly
with radio and television stations and other syndicated programming,
as well as with such other media as newspapers, magazines, cable
television, outdoor advertising and direct mail. Audience ratings and
revenue shares are subject to change and any adverse change in a
particular geographic area could have a material and adverse effect on
the Company's ability to attract not only advertisers in that region,
but national advertisers as well. Future operations are further
subject to many factors which could have an adverse effect upon the
Company's financial performance. These factors include:
- economic conditions, both generally and relative to the
broadcasting industry;
- shifts in population and other demographics;
- the level of competition for advertising dollars;
- fluctuations in programming costs;
- technological changes and innovations;
- changes in labor conditions; and
- changes in governmental regulations and policies and actions of
federal regulatory bodies.
12
Although the Company believes that its radio programming will be able to
compete effectively and will continue to attract audiences and advertisers,
there can be no assurance that the Company will be able to maintain or increase
the current audience ratings and advertising revenues.
-- The radio broadcasting industry has experienced a significant amount
of consolidation in recent years. As a result, certain major station
groups, including Infinity and Clear Channel Communications, have
emerged as leaders in the industry. Given the size and financial
resources of these station groups, they may be able to develop their
own programming as a substitute to that offered by the Company.
Alternatively, they could seek to obtain programming from the
Company's competitors. Any such occurrences, or merely the threat of
such occurrences, could adversely affect the Company's ability to
negotiate favorable terms with its station affiliates, to attract
audiences and to attract advertisers.
-- Changes in U.S. financial and equity markets, including market
disruptions and significant interest rate fluctuations, could impede
the Company's access to, or increase the cost of, external financing
for its operations and investments.
-- Changes in tax rates may adversely affect the Company's profitability.
-- The Company believes relations with its employees and independent
contractors are satisfactory. However, the Company may be adversely
affected by future labor disputes, which may lead to increased costs
or disruption of operations in any of the Company s business units.
This list of factors that may affect future performance and the accuracy of
forward-looking statements is illustrative, but by no means all inclusive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.
13
Item 3. Qualitative and Quantitative Disclosures about Market Risk
In the normal course of business, the Company employs established policies
and procedures to manage its exposure to changes in interest rates using
financial instruments. The Company uses derivative financial instruments
(fixed-to-floating interest rate swap agreements) for the purpose of hedging
specific exposures and holds all derivatives for purposes other than trading.
All derivative financial instruments held reduce the risk of the underlying
hedged item and are designated at inception as hedges with respect to the
underlying hedged item. Hedges of fair value exposure are entered into in order
to hedge the fair value of a recognized asset, liability, or a firm commitment.
In order to achieve a desired proportion of variable and fixed rate debt,
in December 2002, the Company entered into a seven year interest rate swap
agreement covering $25 million notional value of its outstanding borrowing to
effectively float the interest rate at three-month LIBOR plus 74 basis points
and two ten year interest rate swap agreements covering $75 million notional
value of its outstanding borrowing to effectively float the interest rate at
three-month LIBOR plus 80 basis points.
These swap transactions allow the Company to benefit from short-term
declines in interest rates. The instruments meet all of the criteria of a
fair-value hedge. The Company has the appropriate documentation, including the
risk management objective and strategy for undertaking the hedge, identification
of the hedging instrument, the hedged item, the nature of the risk being hedged,
and how the hedging instrument's effectiveness offsets the exposure to changes
in the hedged item's fair value or variability in cash flows attributable to the
hedged risk.
With respect to the borrowings pursuant to the Company's revolving credit
facility, the interest rate on the borrowings is based on the prime rate plus an
applicable margin of up to .25%, or LIBOR plus an applicable margin of up to
1.25%, as chosen by the Company. Historically, the Company has typically chosen
the LIBOR option with a three month maturity. Every .25% change in interest
rates has the effect of increasing or decreasing our annual interest expense by
$5,000 for every $2 million of outstanding debt.
The Company continually monitors its positions with, and the credit quality
of, the financial institutions that are counterparties to its financial
instruments, and does not anticipate nonperformance by the counterparties.
The Company's receivables do not represent a significant concentration of
credit risk due to the wide variety of customers and markets in which the
Company operates.
Item 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934,
as amended) within 90 days of the filing date of this report, and have concluded
that the Company's disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information we are required to disclose
in our reports filed under the Securities and Exchange Act of 1934. There have
been no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the evaluation date.
14
PART II. OTHER INFORMATION
Item 1
This item is not applicable.
Item 2 - Use of Proceeds and Issuer Purchases of Equity Securities
Approximate Dollar
Value of Shares that
Total Number of Shares May Yet Be
Purchased as Part of Purchased Under the
Number of Shares Average Price Paid Publicly Announced Plan Plans or Programs
Period Purchased in Period Per Share or Program (A)
------ ------------------- ------------------ ----------------------- -------------------
January 2004 280,000 $32.80 4,060,424 $119,456,000
February 2004 575,000 30.79 4,635,424 351,753,000
March 2004 1,245,300 29.23 5,880,724 315,355,000
--------- ------
2,100,300 $30.13
========= ======
(A) Represents remaining authorization from the $250 million repurchase
authorization approved on September 25, 2002 and the additional $250
million repurchase authorization approved by the Company's Board of
Directors on February 24, 2004.
Items 3 - 5
These items are not applicable.
Item 6 - Exhibits and Reports on Form 8-K
(a) EXHIBIT
NUMBER DESCRIPTION
3.1 Restated Certificate of Incorporation, as filed on October 25, 2002.
(14)
3.2 Bylaws of Registrant as currently in effect. (6)
4.1 Note Purchase Agreement, dated December 3, 2002, between Registrant
and the Purchasers. (15)
*10.1 Employment Agreement, dated April 29, 1998, between Registrant and
Norman J. Pattiz. (8)
*10.2 Amendment to Employment Agreement, dated October 27, 2003, between
Registrant and Norman J. Pattiz.
10.3 Form of Indemnification Agreement between Registrant and its Directors
and Executive Officers. (1)
10.4 Credit Agreement, dated March 2, 2004, between Registrant and The
Lenders and JPMorgan Chase Bank as Administrative Agent.
10.5 Purchase Agreement, dated as of August 24, 1987, between Registrant
and National Broadcasting Company, Inc. (2)
10.6 Agreement and Plan of Merger among Registrant, Copter Acquisition
Corp. and Metro Networks, Inc. dated of June 1, 1999 (9)
*10.7 Amendment No. 1 to the Agreement and Plan Merger, dated as of August
20, 1999, by and among Registrant, Copter Acquisition Corp. and Metro
Networks, Inc. (10)
10.8 Management Agreement, dated as of March 30, 1999, and amended on April
15, 2002 between Registrant and Infinity Broadcasting Corporation. (9)
(13)
10.9 Representation Agreement, dated as of March 31, 1997, between
Registrant and CBS, Inc. (7) (13)
10.10 Westwood One Amended 1999 Stock Incentive Plan. (9)
15
10.11 Westwood One, Inc. 1989 Stock Incentive Plan. (3)
10.12 Amendments to the Westwood One, Inc. Amended 1989 Stock Incentive
Plan. (4) (5)
10.13 Leases, dated August 9, 1999, between Lefrak SBN LP and Westwood One,
Inc. and between Infinity and Westwood One, Inc. relating to New York,
New York offices. (11)
31.a Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
31.b Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.a Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
32.b Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the first quarter of 2004. A Form
8-K was furnished on February 18, 2004 in connection with the Company's
disclosure of certain earnings information.
*********************************
*Indicates a management contract or compensatory plan
***********************************************
(1) Filed as part of Registrant's September 25, 1986 proxy statement and
incorporated herein by reference.
(2) Filed an exhibit to Registrant's current report on Form 8-K dated September
4, 1987 and incorporated herein by reference.
(3) Filed as part of Registrant's March 27, 1992 proxy statement and
incorporated herein by reference.
(4) Filed as an exhibit to Registrant's July 20, 1994 proxy statement and
incorporated herein by reference.
(5) Filed as an exhibit to Registrant's May 17, 1996 proxy statement and
incorporated herein by reference.
(6) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein by reference.
(7) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference.
(8) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by reference.
(9) Filed as an exhibit to Registrant's August 24, 1999 proxy statement and
incorporated herein by reference.
(10) Filed as an exhibit to Registrant's current report on Form 8-K dated
October 1, 1999 and incorporated herein by reference.
(11) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference.
(12) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 and incorporated herein by reference.
(13) Filed as an exhibit to Registrant's April 29, 2002 proxy statement and
incorporated herein by reference.
(14) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the
quarter ended September 30, 2002 and incorporated herein by reference.
(15) Filed as an exhibit to Registrant's current report on Form 8-K dated
December 3, 2002 and incorporated herein by reference.
16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTWOOD ONE, INC.
By: /S/ Shane Coppola
-----------------------
Shane Coppola
Chief Executive Officer
By: /S/Andrew Zaref
-----------------------
Andrew Zaref
Chief Financial Officer
Dated: May 6, 2004
17