SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 7, 2013 (Date of earliest event reported)
Commission File No.: 0-25969
RADIO ONE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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52-1166660
(I.R.S. Employer Identification No.)
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1010 Wayne Avenue
14th Floor
Silver Spring, Maryland 20910
(Address of principal executive offices)
(301) 429-3200
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. Results of Operations and Financial Condition.
Radio One, Inc. (the “Company”) issued a press release setting forth the results for its quarter ended September 30, 2013 (the “Press Release”). A copy of the press release is attached as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit Number
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Description
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99.1
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Press release dated November 7, 2013: Radio One, Inc. Reports Third Quarter Results.
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SIGNATURE
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.
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RADIO ONE, INC.
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/s/ Peter D. Thompson
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November 7, 2013
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Peter D. Thompson
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Chief Financial Officer and Principal Accounting Officer
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NEWS RELEASE
November 7, 2013 Contact: Peter D. Thompson, EVP and CFO
FOR IMMEDIATE RELEASE (301) 429-4638
Washington, DC
RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
Washington, DC: - Radio One, Inc. (NASDAQ: ROIAK and ROIA) today reported its results for the quarter ended September 30, 2013. Net revenue was approximately $118.4 million, an increase of 7.7% from the same period in 2012. Station operating income1 was approximately $44.8 million, an increase of 9.7% from the same period in 2012. The Company reported operating income of approximately $21.8 million for the three months ended September 30, 2013, compared to operating income of $21.5 million for the same period in 2012. Net loss was approximately $13.2 million or $0.28 per share compared to a net loss of $13.1 million or $0.26 per share, for the same period in 2012.
Alfred C. Liggins, III, Radio One’s CEO and President stated, “Overall I am pleased with our 12.5% increase in adjusted EBITDA2. Our radio business, including Reach Media, grew revenues by 3.4% year-to-year despite the toughening political comparatives. Propelled by strong summer ratings, TV One posted revenue and adjusted EBITDA growth of 13.7% and 37.2% respectively, and our internet division showed solid progress. Excluding political, our Q4 radio revenues are currently pacing up mid-single digits. Despite the $6.1 million of cyclical political revenue that we booked in Q4 2012, we expect Q4 radio revenues to finish approximately flat, which will be quite an achievement given that 2012 was a record year for our political revenues. As a result of our EBITDA growth, we have steadily been improving our leverage profile, and for the first time since Q1 2009, our total leverage ratio as measured by our credit agreement has dropped below 7.0x; our focus remains to continue this positive trend.”
-MORE-
PAGE 2 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
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RESULTS OF OPERATIONS
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||||||||||||||||
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||||||
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2013
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2012
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2013
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2012
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|||||||||||||
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(as adjusted)3
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(as adjusted)3
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||||||||||||||||
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STATEMENT OF OPERATIONS
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(unaudited)
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(unaudited)
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|||||||||||||||
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(in thousands, except share data)
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(in thousands, except share data)
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||||||||||||||||
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NET REVENUE
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$ | 118,391 | $ | 109,894 | $ | 337,105 | $ | 318,688 | |||||||||
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OPERATING EXPENSES
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|||||||||||||||||
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Programming and technical, excluding stock-based compensation
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37,176 | 32,454 | 100,649 | 96,582 | |||||||||||||
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Selling, general and administrative, excluding stock-based compensation
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36,400 | 36,593 | 110,143 | 106,894 | |||||||||||||
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Corporate selling, general and administrative, excluding stock-based compensation
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9,684 | 9,613 | 27,107 | 29,003 | |||||||||||||
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Stock-based compensation
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55 | 37 | 145 | 127 | |||||||||||||
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Depreciation and amortization
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9,571 | 9,699 | 28,600 | 29,161 | |||||||||||||
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Impairment of long-lived assets
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3,710 | - | 14,880 | 313 | |||||||||||||
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Total operating expenses
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96,596 | 88,396 | 281,524 | 262,080 | |||||||||||||
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Operating income
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21,795 | 21,498 | 55,581 | 56,608 | |||||||||||||
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INTEREST INCOME
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23 | 108 | 165 | 155 | |||||||||||||
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INTEREST EXPENSE
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22,336 | 22,089 | 66,811 | 68,584 | |||||||||||||
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OTHER (INCOME) EXPENSE, net
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(29 | ) | 681 | (99 | ) | 1,284 | |||||||||||
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Loss before provision for income taxes, noncontrolling interest in income of subsidiaries and income (loss) from discontinued operations
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(489 | ) | (1,164 | ) | (10,966 | ) | (13,105 | ) | |||||||||
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PROVISION FOR INCOME TAXES
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8,415 | 9,051 | 19,798 | 25,814 | |||||||||||||
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Net loss from continuing operations
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(8,904 | ) | (10,215 | ) | (30,764 | ) | (38,919 | ) | |||||||||
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INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
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- | (40 | ) | 893 | (56 | ) | |||||||||||
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CONSOLIDATED NET LOSS
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(8,904 | ) | (10,255 | ) | (29,871 | ) | (38,975 | ) | |||||||||
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NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
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4,317 | 2,809 | 15,670 | 10,663 | |||||||||||||
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CONSOLIDATED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$ | (13,221 | ) | $ | (13,064 | ) | $ | (45,541 | ) | $ | (49,638 | ) | |||||
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AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS
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NET LOSS FROM CONTINUING OPERATIONS
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$ | (13,221 | ) | $ | (13,024 | ) | $ | (46,434 | ) | $ | (49,582 | ) | |||||
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INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
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- | (40 | ) | 893 | (56 | ) | |||||||||||
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CONSOLIDATED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$ | (13,221 | ) | $ | (13,064 | ) | $ | (45,541 | ) | $ | (49,638 | ) | |||||
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Weighted average shares outstanding - basic4
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47,443,031 | 50,019,048 | 48,680,979 | 50,010,406 | |||||||||||||
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Weighted average shares outstanding - diluted5
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47,443,031 | 50,019,048 | 48,680,979 | 50,010,406 | |||||||||||||
-MORE-
PAGE 3 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
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Three Months Ended September 30,
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Nine Months Ended September 30,
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2013
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2012
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2013
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2012
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(as adjusted)3
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(as adjusted)3
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PER SHARE DATA - basic and diluted:
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(unaudited)
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(unaudited)
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(in thousands, except per share data)
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(in thousands, except per share data)
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Net loss from continuing operations (basic)
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$ | (0.28 | ) | $ | (0.26 | ) | $ | (0.95 | ) | $ | (0.99 | ) | ||||
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Income (loss) from discontinued operations, net of tax (basic)
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0.00 | (0.00 | ) | 0.02 | (0.00 | ) | ||||||||||
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Consolidated net loss attributable to common stockholders (basic)
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$ | (0.28 | ) | $ | (0.26 | ) | $ | (0.94 | ) * | $ | (0.99 | ) | ||||
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Net loss from continuing operations (diluted)
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$ | (0.28 | ) | $ | (0.26 | ) | $ | (0.95 | ) | $ | (0.99 | ) | ||||
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Income (loss) from discontinued operations, net of tax (diluted)
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0.00 | (0.00 | ) | 0.02 | (0.00 | ) | ||||||||||
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Consolidated net loss attributable to common stockholders (diluted)
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$ | (0.28 | ) | $ | (0.26 | ) | $ | (0.94 | ) * | $ | (0.99 | ) | ||||
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SELECTED OTHER DATA
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Station operating income 1
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$ | 44,815 | $ | 40,847 | $ | 126,313 | $ | 115,212 | ||||||||
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Station operating income margin (% of net revenue)
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37.9 | % | 37.2 | % | 37.5 | % | 36.2 | % | ||||||||
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Station operating income reconciliation:
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Consolidated net loss attributable to common stockholders
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$ | (13,221 | ) | $ | (13,064 | ) | $ | (45,541 | ) | $ | (49,638 | ) | ||||
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Add back non-station operating income items included in consolidated net loss:
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Interest income
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(23 | ) | (108 | ) | (165 | ) | (155 | ) | ||||||||
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Interest expense
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22,336 | 22,089 | 66,811 | 68,584 | ||||||||||||
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Provision for income taxes
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8,415 | 9,051 | 19,798 | 25,814 | ||||||||||||
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Corporate selling, general and administrative expenses
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9,684 | 9,613 | 27,107 | 29,003 | ||||||||||||
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Stock-based compensation
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55 | 37 | 145 | 127 | ||||||||||||
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Other (income) expense, net
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(29 | ) | 681 | (99 | ) | 1,284 | ||||||||||
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Depreciation and amortization
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9,571 | 9,699 | 28,600 | 29,161 | ||||||||||||
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Noncontrolling interest in income of subsidiaries
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4,317 | 2,809 | 15,670 | 10,663 | ||||||||||||
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Impairment of long-lived assets
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3,710 | - | 14,880 | 313 | ||||||||||||
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Loss (income) from discontinued operations, net of tax
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- | 40 | (893 | ) | 56 | |||||||||||
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Station operating income
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$ | 44,815 | $ | 40,847 | $ | 126,313 | $ | 115,212 | ||||||||
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Adjusted EBITDA2
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$ | 35,131 | $ | 31,234 | $ | 99,206 | $ | 86,209 | ||||||||
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Adjusted EBITDA reconciliation:
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Consolidated net loss attributable to common stockholders
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$ | (13,221 | ) | $ | (13,064 | ) | $ | (45,541 | ) | $ | (49,638 | ) | ||||
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Interest income
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(23 | ) | (108 | ) | (165 | ) | (155 | ) | ||||||||
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Interest expense
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22,336 | 22,089 | 66,811 | 68,584 | ||||||||||||
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Provision for income taxes
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8,415 | 9,051 | 19,798 | 25,814 | ||||||||||||
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Depreciation and amortization
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9,571 | 9,699 | 28,600 | 29,161 | ||||||||||||
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EBITDA
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$ | 27,078 | $ | 27,667 | $ | 69,503 | $ | 73,766 | ||||||||
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Stock-based compensation
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55 | 37 | 145 | 127 | ||||||||||||
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Other (income) expense, net
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(29 | ) | 681 | (99 | ) | 1,284 | ||||||||||
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Noncontrolling interest in income of subsidiaries
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4,317 | 2,809 | 15,670 | 10,663 | ||||||||||||
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Impairment of long-lived assets
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3,710 | - | 14,880 | 313 | ||||||||||||
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Loss (income) from discontinued operations, net of tax
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- | 40 | (893 | ) | 56 | |||||||||||
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Adjusted EBITDA
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$ | 35,131 | $ | 31,234 | $ | 99,206 | $ | 86,209 | ||||||||
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*Per share amounts do not add due to rounding
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-MORE-
PAGE 4 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
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September 30, 2013
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December 31, 2012
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(unaudited)
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(in thousands)
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||||||||
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SELECTED BALANCE SHEET DATA:
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Cash and cash equivalents
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$ | 48,317 | $ | 57,255 | ||||
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Intangible assets, net
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1,157,126 | 1,202,562 | ||||||
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Total assets
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1,420,031 | 1,460,195 | ||||||
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Total debt (including current portion)
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816,208 | 818,718 | ||||||
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Total liabilities
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1,105,715 | 1,092,844 | ||||||
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Total equity
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301,670 | 354,498 | ||||||
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Redeemable noncontrolling interest
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12,646 | 12,853 | ||||||
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Noncontrolling interest
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208,188 | 210,698 | ||||||
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Current Amount Outstanding
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Applicable Interest Rate
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(in thousands)
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||||||||
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SELECTED LEVERAGE DATA:
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||||||||
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Senior bank term debt, net of original issue discount of approximately $4.2 million (subject to variable rates) (a)
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$ | 370,174 | 7.50 | % | ||||
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12 1/2%/15% senior subordinated notes (fixed rate)
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327,034 | 12.50 | % | |||||
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10% Senior Secured TV One Notes due March 2016 (fixed rate)
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119,000 | 10.00 | % | |||||
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(a)
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Subject to variable Libor plus a spread that is incorporated into the applicable interest rate set forth above.
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Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management's current expectations and are based upon information available to Radio One at the time of this release. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Radio One's control, that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially are described in Radio One’s reports on Forms 10-K/A, 10-K, 10-Q/A, 10-Q, 8-K and other filings with the Securities and Exchange Commission (the “SEC”). Radio One does not undertake any duty to update any forward-looking statements.
-MORE-
PAGE 5 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
Net revenue increased to approximately $118.4 million for the quarter ended September 30, 2013, from approximately $109.9 million for the same period in 2012, an increase of 7.7%. Net revenue from the radio business, including Reach Media, increased 3.4% for the quarter ended September 30, 2013 compared to the same period in 2012. Within our Cable Television segment, we recognized approximately $37.8 million of revenue during the three months ended September 30, 2013, versus approximately $33.2 million of revenue during the comparable period in 2012. Finally, net revenues for our internet business increased 37.6% for the three months ended September 30, 2013, compared to the same period in 2012 due to growth in advertising and studio services, where Interactive One provides services to other publishers.
Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets increased to approximately $83.3 million for the quarter ended September 30, 2013, from approximately $78.7 million for the quarter ended September 30, 2012, an increase of 5.8%. The increase for the three months ended September 30, 2013, compared to the same period in 2012 is primarily due to an increase in programming and technical expenses related to higher content amortization as TV One continues to expand its content programming.
Depreciation and amortization expense decreased to approximately $9.6 million compared to approximately $9.7 million for the quarters ended September 30, 2013 and 2012, respectively. The decrease was due to the completion of amortization for certain intangible assets and the completion of useful lives for certain assets.
Impairment of long-lived assets for the three months ended September 30, 2013, increased to approximately $3.7 million and related to a non-cash impairment charge recorded to reduce the carrying value of our Boston and Cleveland radio broadcasting licenses.
Interest expense increased to approximately $22.3 million for the quarter ended September 30, 2013, from approximately $22.1 million for the same period in 2012, an increase of 1.1%. The Company made cash interest payments of approximately $20.9 million for the quarter ended September 30, 2013, compared to cash interest payments of approximately $21.0 million for the quarter ended September 30, 2012. Through May 14, 2012, interest on the Company’s 12½%/15% Senior Subordinated Notes (“Senior Subordinated Notes”) was payable, at our election, at an all-inclusive rate of 15%, partially in cash and partially through the issuance of additional Senior Subordinated Notes (a “PIK Election”) on a quarterly basis. The PIK Election expired on May 14, 2012, and interest accruing on the Senior Subordinated Notes from and after May 15, 2012, accrued at a lower rate of 12½% and was payable in cash. We continually evaluate opportunities based upon market conditions to refinance our outstanding indebtedness in order to reduce our borrowing costs, extend maturities and/or increase our operating flexibility. There can be no guarantee that any such refinancing opportunities will be available on acceptable terms or at all.
The provision for income taxes for the quarter ended September 30, 2013, was approximately $8.4 million compared to approximately $9.1 million for the comparable period in 2012, primarily attributable to the deferred tax liability (“DTL”) for indefinite-lived intangible assets. Because our income tax expense does not have a correlation to our pre-tax earnings, changes in those earnings can have a significant impact on the income tax expense we recognize. As a result, we believe the actual effective tax rate best represents the estimated effective rate for the three month periods ended September 30, 2013 and 2012. The Company paid $221,000 and $271,000 in taxes for the quarters ended September 30, 2013 and 2012, respectively.
The increase in noncontrolling interests in income of subsidiaries is due primarily to greater net income generated by TV One and Reach Media during the three months ended September 30, 2013, compared to the 2012 period.
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PAGE 6 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
Other pertinent financial information includes capital expenditures of approximately $1.3 million and $2.8 million for the quarters ended September 30, 2013 and 2012, respectively. The Company received dividends from TV One in the amount of approximately $6.2 million and $2.0 million for the quarters ended September 30, 2013 and 2012, respectively. As of September 30, 2013, the Company had total debt (net of cash balances) of approximately $767.9 million. The Company’s cash and cash equivalents by segment are as follows: Radio and Internet, approximately $24.8 million; Reach Media, approximately $4.8 million; and Cable Television, approximately $18.7 million. In addition to cash and cash equivalents, the Cable Television segment also has short-term investments of approximately $3.2 million and long-term investments of $72,000. During the three months ended September 30, 2013, the Company repurchased 512,300 shares of Class D common stock in the amount of $1,209,108 and 1,100 shares of Class A common stock in the amount of $2,655. There were no stock repurchases made during the three months ended September 30, 2012.
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PAGE 7 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
Supplemental Financial Information:
For comparative purposes, the following more detailed, unaudited statements of operations for the three and nine months ended September 30, 2013 and 2012 are included. These detailed, unaudited and adjusted statements of operations include certain reclassifications associated with accounting for discontinued operations. These reclassifications had no effect on previously reported net income or loss, or any other previously reported statements of operations, balance sheet or cash flow amounts.
Effective January 1, 2013, the Radio Broadcasting segment contributed the assets and operations of its Syndication One urban programming line-up to the Reach Media segment. We consolidated our syndication operations within Reach Media to leverage that platform to create the leading syndicated radio network targeted to the African-American audience. In connection with the consolidation, we shifted our syndicated programming sales to an internal sales force operating out of Reach Media. Segment data for the three and nine months ended September 30, 2012, has been reclassified to conform to the current period presentation.
-MORE-
PAGE 8 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
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Three Months Ended September 30, 2013
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(in thousands, unaudited)
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Corporate/
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Radio
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Reach
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Cable
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Eliminations/
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|||||||||||||||||||||
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Consolidated
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Broadcasting
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Media
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Internet
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Television
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Other
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|||||||||||||||||||
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STATEMENT OF OPERATIONS:
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||||||||||||||||||||||||
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NET REVENUE
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$ | 118,391 | $ | 59,281 | $ | 16,872 | $ | 6,125 | $ | 37,786 | $ | (1,673 | ) | |||||||||||
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OPERATING EXPENSES:
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||||||||||||||||||||||||
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Programming and technical
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37,176 | 10,946 | 8,088 | 2,160 | 17,541 | (1,559 | ) | |||||||||||||||||
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Selling, general and administrative
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36,400 | 21,074 | 4,445 | 3,948 | 7,260 | (327 | ) | |||||||||||||||||
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Corporate selling, general and administrative
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9,684 | - | 1,168 | - | 1,669 | 6,847 | ||||||||||||||||||
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Stock-based compensation
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55 | 14 | - | - | - | 41 | ||||||||||||||||||
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Depreciation and amortization
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9,571 | 1,645 | 310 | 588 | 6,555 | 473 | ||||||||||||||||||
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Impairment of long-lived assets
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3,710 | 3,710 | - | - | - | - | ||||||||||||||||||
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Total operating expenses
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96,596 | 37,389 | 14,011 | 6,696 | 33,025 | 5,475 | ||||||||||||||||||
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Operating income (loss)
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21,795 | 21,892 | 2,861 | (571 | ) | 4,761 | (7,148 | ) | ||||||||||||||||
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INTEREST INCOME
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23 | - | - | - | 17 | 6 | ||||||||||||||||||
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INTEREST EXPENSE
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22,336 | 303 | - | - | 3,039 | 18,994 | ||||||||||||||||||
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OTHER INCOME, net
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(29 | ) | - | - | - | - | (29 | ) | ||||||||||||||||
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(Loss) income before provision for income taxes, noncontrolling interest in income of subsidiaries and income from discontinued operations
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(489 | ) | 21,589 | 2,861 | (571 | ) | 1,739 | (26,107 | ) | |||||||||||||||
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PROVISION FOR INCOME TAXES
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8,415 | 7,387 | 1,028 | - | - | - | ||||||||||||||||||
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Net (loss) income from continuing operations
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(8,904 | ) | 14,202 | 1,833 | (571 | ) | 1,739 | (26,107 | ) | |||||||||||||||
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INCOME FROM DISCONTINUED OPERATIONS, net of tax
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- | - | - | - | - | - | ||||||||||||||||||
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CONSOLIDATED NET (LOSS) INCOME
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(8,904 | ) | 14,202 | 1,833 | (571 | ) | 1,739 | (26,107 | ) | |||||||||||||||
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NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
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4,317 | - | - | - | - | 4,317 | ||||||||||||||||||
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NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | (13,221 | ) | $ | 14,202 | $ | 1,833 | $ | (571 | ) | $ | 1,739 | $ | (30,424 | ) | |||||||||
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Adjusted EBITDA2
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$ | 35,131 | $ | 27,261 | $ | 3,171 | $ | 17 | $ | 11,316 | $ | (6,634 | ) | |||||||||||
-MORE-
PAGE 9 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
|
Three Months Ended September 30, 2012
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||||||||||||||||||||||||
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(in thousands, unaudited, as adjusted)3
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||||||||||||||||||||||||
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Corporate/
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||||||||||||||||||||||||
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Radio
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Reach
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Cable
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Eliminations/
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|||||||||||||||||||||
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Consolidated
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Broadcasting
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Media
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Internet
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Television
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Other
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|||||||||||||||||||
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STATEMENT OF OPERATIONS:
|
||||||||||||||||||||||||
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NET REVENUE
|
$ | 109,894 | $ | 58,353 | $ | 15,321 | $ | 4,452 | $ | 33,232 | $ | (1,464 | ) | |||||||||||
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OPERATING EXPENSES:
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||||||||||||||||||||||||
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Programming and technical
|
32,454 | 10,510 | 7,683 | 2,104 | 13,168 | (1,011 | ) | |||||||||||||||||
|
Selling, general and administrative
|
36,593 | 21,097 | 4,175 | 2,784 | 9,263 | (726 | ) | |||||||||||||||||
|
Corporate selling, general and administrative
|
9,613 | - | 1,875 | - | 2,552 | 5,186 | ||||||||||||||||||
|
Stock-based compensation
|
37 | 20 | - | - | - | 17 | ||||||||||||||||||
|
Depreciation and amortization
|
9,699 | 1,574 | 323 | 795 | 6,707 | 300 | ||||||||||||||||||
|
Impairment of long-lived assets
|
- | - | - | - | - | - | ||||||||||||||||||
|
Total operating expenses
|
88,396 | 33,201 | 14,056 | 5,683 | 31,690 | 3,766 | ||||||||||||||||||
|
Operating income (loss)
|
21,498 | 25,152 | 1,265 | (1,231 | ) | 1,542 | (5,230 | ) | ||||||||||||||||
|
INTEREST INCOME
|
108 | - | 1 | - | 34 | 73 | ||||||||||||||||||
|
INTEREST EXPENSE
|
22,089 | 218 | - | - | 3,039 | 18,832 | ||||||||||||||||||
|
OTHER EXPENSE (INCOME), net
|
681 | 5 | - | - | 604 | 72 | ||||||||||||||||||
|
(Loss) income before provision for income taxes, noncontrolling interest in income of subsidiaries and loss from discontinued operations
|
(1,164 | ) | 24,929 | 1,266 | (1,231 | ) | (2,067 | ) | (24,061 | ) | ||||||||||||||
|
PROVISION FOR INCOME TAXES
|
9,051 | 8,809 | 242 | - | - | - | ||||||||||||||||||
|
Net (loss) income from continuing operations
|
(10,215 | ) | 16,120 | 1,024 | (1,231 | ) | (2,067 | ) | (24,061 | ) | ||||||||||||||
|
LOSS FROM DISCONTINUED OPERATIONS, net of tax
|
(40 | ) | (40 | ) | - | - | - | - | ||||||||||||||||
|
CONSOLIDATED NET (LOSS) INCOME
|
(10,255 | ) | 16,080 | 1,024 | (1,231 | ) | (2,067 | ) | (24,061 | ) | ||||||||||||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
2,809 | - | - | - | - | 2,809 | ||||||||||||||||||
|
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | (13,064 | ) | $ | 16,080 | $ | 1,024 | $ | (1,231 | ) | $ | (2,067 | ) | $ | (26,870 | ) | ||||||||
|
Adjusted EBITDA2
|
$ | 31,234 | $ | 26,746 | $ | 1,588 | $ | (436 | ) | $ | 8,249 | $ | (4,913 | ) | ||||||||||
-MORE-
PAGE 10 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
|
Nine Months Ended September 30, 2013
|
||||||||||||||||||||||||
|
(in thousands, unaudited)
|
||||||||||||||||||||||||
|
Corporate/
|
||||||||||||||||||||||||
|
Radio
|
Reach
|
Cable
|
Eliminations/
|
|||||||||||||||||||||
|
Consolidated
|
Broadcasting
|
Media
|
Internet
|
Television
|
Other
|
|||||||||||||||||||
|
STATEMENT OF OPERATIONS:
|
||||||||||||||||||||||||
|
NET REVENUE
|
$ | 337,105 | $ | 167,898 | $ | 44,428 | $ | 17,612 | $ | 111,506 | $ | (4,339 | ) | |||||||||||
|
OPERATING EXPENSES:
|
||||||||||||||||||||||||
|
Programming and technical
|
100,649 | 32,690 | 23,003 | 6,142 | 42,873 | (4,059 | ) | |||||||||||||||||
|
Selling, general and administrative
|
110,143 | 63,938 | 13,762 | 11,445 | 21,927 | (929 | ) | |||||||||||||||||
|
Corporate selling, general and administrative
|
27,107 | - | 3,382 | - | 5,899 | 17,826 | ||||||||||||||||||
|
Stock-based compensation
|
145 | 38 | - | - | - | 107 | ||||||||||||||||||
|
Depreciation and amortization
|
28,600 | 4,720 | 950 | 1,902 | 19,773 | 1,255 | ||||||||||||||||||
|
Impairment of long-lived assets
|
14,880 | 14,880 | - | - | - | - | ||||||||||||||||||
|
Total operating expenses
|
281,524 | 116,266 | 41,097 | 19,489 | 90,472 | 14,200 | ||||||||||||||||||
|
Operating income (loss)
|
55,581 | 51,632 | 3,331 | (1,877 | ) | 21,034 | (18,539 | ) | ||||||||||||||||
|
INTEREST INCOME
|
165 | - | - | - | 44 | 121 | ||||||||||||||||||
|
INTEREST EXPENSE
|
66,811 | 888 | - | - | 9,117 | 56,806 | ||||||||||||||||||
|
OTHER INCOME, net
|
(99 | ) | (11 | ) | - | - | - | (88 | ) | |||||||||||||||
|
(Loss) income before provision for income taxes, noncontrolling interest in income of subsidiaries and income from discontinued operations
|
(10,966 | ) | 50,755 | 3,331 | (1,877 | ) | 11,961 | (75,136 | ) | |||||||||||||||
|
PROVISION FOR INCOME TAXES
|
19,798 | 18,298 | 1,500 | - | - | - | ||||||||||||||||||
|
Net (loss) income from continuing operations
|
(30,764 | ) | 32,457 | 1,831 | (1,877 | ) | 11,961 | (75,136 | ) | |||||||||||||||
|
INCOME FROM DISCONTINUED OPERATIONS, net of tax
|
893 | 893 | - | - | - | - | ||||||||||||||||||
|
CONSOLIDATED NET (LOSS) INCOME
|
(29,871 | ) | 33,350 | 1,831 | (1,877 | ) | 11,961 | (75,136 | ) | |||||||||||||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
15,670 | - | - | - | - | 15,670 | ||||||||||||||||||
|
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | (45,541 | ) | $ | 33,350 | $ | 1,831 | $ | (1,877 | ) | $ | 11,961 | $ | (90,806 | ) | |||||||||
|
Adjusted EBITDA2
|
$ | 99,206 | $ | 71,270 | $ | 4,281 | $ | 25 | $ | 40,807 | $ | (17,177 | ) | |||||||||||
-MORE-
PAGE 11 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
|
Nine Months Ended September 30, 2012
|
||||||||||||||||||||||||
|
(in thousands, unaudited, as adjusted)3
|
||||||||||||||||||||||||
|
Corporate/
|
||||||||||||||||||||||||
|
Radio
|
Reach
|
Cable
|
Eliminations/
|
|||||||||||||||||||||
|
Consolidated
|
Broadcasting
|
Media
|
Internet
|
Television
|
Other
|
|||||||||||||||||||
|
STATEMENT OF OPERATIONS:
|
||||||||||||||||||||||||
|
NET REVENUE
|
$ | 318,688 | $ | 166,064 | $ | 44,038 | $ | 14,659 | $ | 97,722 | $ | (3,795 | ) | |||||||||||
|
OPERATING EXPENSES:
|
||||||||||||||||||||||||
|
Programming and technical
|
96,582 | 32,964 | 23,303 | 6,183 | 37,269 | (3,137 | ) | |||||||||||||||||
|
Selling, general and administrative
|
106,894 | 64,376 | 12,836 | 9,067 | 21,954 | (1,339 | ) | |||||||||||||||||
|
Corporate selling, general and administrative
|
29,003 | - | 6,228 | - | 6,670 | 16,105 | ||||||||||||||||||
|
Stock-based compensation
|
127 | 52 | - | - | - | 75 | ||||||||||||||||||
|
Depreciation and amortization
|
29,161 | 4,774 | 979 | 2,432 | 20,219 | 757 | ||||||||||||||||||
|
Impairment of long-lived assets
|
313 | 313 | - | - | - | - | ||||||||||||||||||
|
Total operating expenses
|
262,080 | 102,479 | 43,346 | 17,682 | 86,112 | 12,461 | ||||||||||||||||||
|
Operating income (loss)
|
56,608 | 63,585 | 692 | (3,023 | ) | 11,610 | (16,256 | ) | ||||||||||||||||
|
INTEREST INCOME
|
155 | - | 5 | - | 48 | 102 | ||||||||||||||||||
|
INTEREST EXPENSE
|
68,584 | 537 | - | - | 9,117 | 58,930 | ||||||||||||||||||
|
OTHER EXPENSE (INCOME), net
|
1,284 | (10 | ) | - | - | 605 | 689 | |||||||||||||||||
|
(Loss) income before provision for (benefit from) income taxes, noncontrolling interest in income of subsidiaries and loss from discontinued operations
|
(13,105 | ) | 63,058 | 697 | (3,023 | ) | 1,936 | (75,773 | ) | |||||||||||||||
|
PROVISION FOR (BENEFIT FROM) INCOME TAXES
|
25,814 | 26,196 | (382 | ) | - | - | - | |||||||||||||||||
|
Net (loss) income from continuing operations
|
(38,919 | ) | 36,862 | 1,079 | (3,023 | ) | 1,936 | (75,773 | ) | |||||||||||||||
|
LOSS FROM DISCONTINUED OPERATIONS, net of tax
|
(56 | ) | (56 | ) | - | - | - | - | ||||||||||||||||
|
CONSOLIDATED NET (LOSS) INCOME
|
(38,975 | ) | 36,806 | 1,079 | (3,023 | ) | 1,936 | (75,773 | ) | |||||||||||||||
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
10,663 | - | - | - | - | 10,663 | ||||||||||||||||||
|
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | (49,638 | ) | $ | 36,806 | $ | 1,079 | $ | (3,023 | ) | $ | 1,936 | $ | (86,436 | ) | |||||||||
|
Adjusted EBITDA2
|
$ | 86,209 | $ | 68,724 | $ | 1,671 | $ | (591 | ) | $ | 31,829 | $ | (15,424 | ) | ||||||||||
-MORE-
PAGE 12 -- RADIO ONE, INC. REPORTS THIRD QUARTER RESULTS
Radio One, Inc. will hold a conference call to discuss its results for third fiscal quarter of 2013. This conference call is scheduled for Thursday, November 7, 2013 at 10:00 a.m. Eastern Standard Time. To participate on this call, U.S. callers may dial toll-free 1-800-230-1059; international callers may dial direct (+1) 612-234-9959.
A replay of the conference call will be available from 12:00 p.m. EST November 07, 2013 until 11:59 p.m. November 10, 2013. Callers may access the replay by calling 1-800-475-6701; international callers may dial direct (+1) 320-365-3844. The replay Access Code is 305381. Access to live audio and a replay of the conference call will also be available on Radio One's corporate website at http://www.radio-one.com/. The replay will be made available on the website for seven days after the call.
Radio One, Inc., together with its subsidiaries (http://www.radio-one.com/), is a diversified media company that primarily targets African-American and urban consumers. The Company is one of the nation's largest radio broadcasting companies, currently owning and/or operating 54 broadcast stations located in 16 urban markets in the United States. Through its controlling interest in Reach Media, Inc. (http://www.blackamericaweb.com/), the Company also operates syndicated programming including the Tom Joyner Morning Show, the Russ Parr Morning Show, the Yolanda Adams Morning Show, the Rickey Smiley Morning Show, Bishop T.D. Jakes' "Empowering Moments", and the Reverend Al Sharpton Show. Beyond its core radio broadcasting franchise, Radio One owns Interactive One (http://www.interactiveone.com/), an online platform serving the African-American community through social content, news, information, and entertainment. Interactive One operates a number of branded sites, including News One, UrbanDaily, HelloBeautiful and social networking websites, including BlackPlanet and MiGente. In addition, the Company owns a controlling interest in TV One, LLC (http://www.tvoneonline.com/), a cable/satellite network programming primarily to African-Americans.
Notes:
1 “Station operating income” consists of net loss before depreciation and amortization, corporate expenses, stock-based compensation, equity in income of affiliated company, income taxes, noncontrolling interest in income (loss) of subsidiaries, interest expense, impairment of long-lived assets, other (income) expense, loss (gain) on retirement of debt, (income) loss from discontinued operations, net of tax, interest income and gain on purchase of affiliated company. Station operating income is not a measure of financial performance under generally accepted accounting principles. Nevertheless station operating income is a significant basis used by our management to measure the operating performance of our stations within the various markets because station operating income provides helpful information about our results of operations apart from expenses associated with our fixed assets and long-lived intangible assets, income taxes, investments, debt financings and retirements, overhead, stock-based compensation, impairment charges, and asset sales. Our measure of station operating income may not be comparable to similarly titled measures of other companies as our definition includes the results of all four segments (Radio Broadcasting, Reach Media, Internet and Cable Television). Station operating income does not purport to represent operating income or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as an alternative to those measurements as an indicator of our performance. A reconciliation of net income (loss) to station operating income has been provided in this release.
2 “Adjusted EBITDA” consists of net loss plus (1) depreciation, amortization, income taxes, interest expense, noncontrolling interest in income of subsidiaries, impairment of long-lived assets, stock-based compensation, loss on retirement of debt, loss from discontinued operations, net of tax, less (2) equity in income of affiliated company, other income, interest income, gain on retirement of debt and gain on purchase of affiliated company. Net income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under generally accepted accounting principles. However, we believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant basis used by our management to measure the operating performance of our business because Adjusted EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our acquisitions and debt financing, our taxes, impairment charges, as well as our equity in (income) loss of our affiliated company, gain on retirements of debt, and any discontinued operations. Accordingly, we believe that Adjusted EBITDA provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and long-lived intangible assets, capital structure or the results of our affiliated company. Adjusted EBITDA is frequently used as one of the bases for comparing businesses in our industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies as our definition includes the results of all four segments (Radio Broadcasting, Reach Media, Internet and Cable Television). Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as alternatives to those measurements as an indicator of our performance. A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA has been provided in this release.
3 Certain reclassifications associated with accounting for discontinued operations have been made to prior period balances to conform to the current presentation. These reclassifications had no effect on any other previously reported or consolidated net income or loss or any other statement of operations, balance sheet or cash flow amounts. Where applicable, these financial statements have been identified as “as adjusted.” In addition, certain reclassifications have been made associated with the transfer and consolidation of our syndication operations within Reach Media. These reclassifications occurred between the Radio Broadcasting segment, the Reach Media segment and Corporate/Eliminations/Other.
4 For the three months ended September 30, 2013 and 2012, Radio One had 47,443,031 and 50,019,048 shares of common stock outstanding on a weighted average basis (basic), respectively. For the nine months ended September 30, 2013 and 2012, Radio One had 48,680,979 and 50,010,406 shares of common stock outstanding on a weighted average basis (basic), respectively.
5 For the three months ended September 30, 2013 and 2012, Radio One had 47,443,031 and 50,019,048 shares of common stock outstanding on a weighted average basis (fully diluted), for outstanding stock options, respectively. For the nine months ended September 30, 2013 and 2012, Radio One had 48,680,979 and 50,010,406 shares of common stock outstanding on a weighted average basis (fully diluted), for outstanding stock options, respectively.