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: May 8, 2008 (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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5900
Princess Garden Parkway,
7th
Floor
Lanham,
Maryland 20706
(Address
of principal executive offices)
(301) 306-1111
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
|
|
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.
On May 8, 2008, Radio One,
Inc. issued a press release setting forth the results
for its first
quarter ended March 31, 2008. A copy of the press
release is
attached as Exhibit 99.1.
The
information furnished shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, or incorporated by reference into any
filing thereunder or under the Securities Act of 1933 unless expressly set
forth
by specific reference in such filing.
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 May 8,
2008: Radio
One, Inc.
Reports First 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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||||||||||
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/s/
Peter D. Thompson
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|||||||||
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May
13, 2008
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Peter
D. Thompson
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|||||||||
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Executive
Vice President and Chief Financial Officer
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||||||||||
NEWS
RELEASE
May
08,
2008
Contact: Peter D. Thompson, EVP and CFO
FOR
IMMEDIATE
RELEASE
(301) 429-4638
Washington,
DC
RADIO
ONE, INC. REPORTS
FIRST
QUARTER RESULTS
Washington,
DC: - Radio One,
Inc. (NASDAQ: ROIAK and ROIA) today reported its results for the quarter
ended
March 31, 2008. Net revenue was approximately $72.5 million, a
decrease of 2% from the same period in 2007. Station operating
income1
was
approximately $28.9 million, a decrease of 15% from the same period in
2007. Operating income was approximately $18.5 million, a decrease of
16% from the operating income in the same period in 2007. Net loss
was approximately $18.3 million, or a loss of $0.19 per basic share, a decrease
from the reported net income of $744,000 in the same period in
2007.
Alfred
C. Liggins, III, Radio One’s CEO and President stated, “While our radio stations
outperformed their markets by almost 600 basis points, driven mainly by local
advertising, the significant decline in national advertising held our overall
core radio station revenue growth to 0.9%. Under the current market
conditions, I believe this performance demonstrates that our management changes
and leadership are having a favorable impact. When combined with
reduced revenues at Reach Media and Giant Magazine, consolidated net revenue
declined 2%.
In
March we successfully expanded our One Love Gospel Cruise event, which generated
over $2.5 million of revenue. This well branded event, when coupled
with our strong portfolio of gospel stations, will no doubt provide for future
aggressive monetization of these assets.
During
the quarter we invested in new on-air talent for our syndicated programs,
notably Mo’Nique, and these investments should deliver future ratings and
revenue growth. Our internet investment and build-out continues on
plan, augmented by the recent acquisition of Community Connect Inc. (“CCI”) and
the launch of Newsone.com, which will accelerate our path to profitability
in
the on-line space.
The
sale of KRBV-FM in Los Angeles for $137.5 million is on track to close during
the second quarter and will provide the Company with additional liquidity
and
de-leveraging opportunities.
With
weak market conditions projected for the balance of this year, the management
team is focused on integrating CCI to reap revenue synergies, making our
business processes more efficient and controlling our costs.”
-MORE-
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PAGE
2 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
|
RESULTS
OF
OPERATIONS
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For
the Three Months Ended
March 31,
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||||||||
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2008
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2007
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|||||||
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(as
adjusted)2
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||||||||
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(unaudited)
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||||||||
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(In
thousands, except share data)
|
||||||||
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STATEMENT
OF
OPERATIONS
|
||||||||
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NET
REVENUE
|
$ | 72,498 | $ | 74,040 | ||||
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OPERATING
EXPENSES:
|
||||||||
|
Programming
and
technical
|
19,032 | 18,070 | ||||||
|
Selling,
general
and administrative
|
24,518 | 21,868 | ||||||
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Corporate
selling, general and administrative
|
6,407 | 7,550 | ||||||
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Stock-based
compensation
|
328 | 815 | ||||||
|
Depreciation
and
amortization
|
3,664 | 3,716 | ||||||
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Total
operating
expenses
|
53,949 | 52,019 | ||||||
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Operating
income
|
18,549 | 22,021 | ||||||
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INTEREST
INCOME
|
(201 | ) | (267 | ) | ||||
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INTEREST
EXPENSE
|
17,259 | 18,070 | ||||||
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EQUITY
IN LOSS
OF AFFILIATED COMPANY
|
2,285 | 492 | ||||||
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OTHER
EXPENSE,
net
|
11 | 8 | ||||||
|
(Loss) income before provision for income taxes, minority interest
in
income of subsidiaries and discontinued operations
|
(805 | ) | 3,718 | |||||
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PROVISION
FOR INCOME
TAXES
|
8,898 | 1,452 | ||||||
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MINORITY
INTEREST IN
INCOME OF SUBSIDIARIES
|
823 | 906 | ||||||
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Net
(loss) income from continuing operations
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(10,526 | ) | 1,360 | |||||
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LOSS
FROM
DISCONTINUED OPERATIONS, net of tax
|
(7,781 | ) | (616 | ) | ||||
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Net
(loss) income
|
$ | (18,307 | ) | $ | 744 | |||
|
Weighted
average shares
outstanding - basic3
|
98,728,411 | 98,710,633 | ||||||
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Weighted
average shares
outstanding - diluted4
|
98,728,411 | 98,710,633 | ||||||
-MORE-
PAGE
3 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
|
For
the Three Months Ended
March 31,
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||||||||
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2008
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2007
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|||||||
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(as
adjusted)
|
||||||||
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(unaudited)
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||||||||
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(in
thousands, except share data)
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||||||||
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PER
SHARE DATA - basic and
diluted
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||||||||
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(Loss)
income
from continuing operations per share
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$ | (0.11 | ) | $ | 0.01 | |||
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Loss
from
discontinued operations
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$ | (0.08 | ) | $ | (0.01 | ) | ||
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Net
(loss)
income per share
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$ | (0.19 | ) | $ | 0.01 | |||
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SELECTED
OTHER
DATA:
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||||||||
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Station
operating income1
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$ | 28,948 | $ | 34,102 | ||||
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Station
operating income margin (% of net revenue)
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39.9 | % | 46.1 | % | ||||
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Station
operating income reconciliation:
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||||||||
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Net
(loss)
income
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$ | (18,307 | ) | $ | 744 | |||
|
Plus:
Depreciation and amortization
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3,664 | 3,716 | ||||||
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Plus:
Corporate
selling, general and administrative expenses
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6,407 | 7,550 | ||||||
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Plus:
Stock-based compensation
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328 | 815 | ||||||
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Plus:
Equity in
loss of affiliated company
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2,285 | 492 | ||||||
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Plus:
Provision
for income taxes
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8,898 | 1,452 | ||||||
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Plus:
Minority
interest in net income of subsidiaries
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823 | 906 | ||||||
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Plus:
Interest
expense
|
17,259 | 18,070 | ||||||
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Plus:
Other
expense
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11 | 8 | ||||||
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Plus:
Loss from
discontinued operations, net of tax
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7,781 | 616 | ||||||
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Less:
Interest
Income
|
(201 | ) | (267 | ) | ||||
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Station
Operating Income
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$ | 28,948 | $ | 34,102 | ||||
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Adjusted
EBITDA4
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||||||||
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Adjusted
EBITDA
reconciliation:
|
||||||||
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Net
(loss)
income
|
$ | (18,307 | ) | $ | 744 | |||
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Plus:
Depreciation and amortization
|
3,664 | 3,716 | ||||||
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Plus:
Provision
for income taxes
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8,898 | 1,452 | ||||||
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Plus:
Interest
expense
|
17,259 | 18,070 | ||||||
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Less:
Interest
Income
|
(201 | ) | (267 | ) | ||||
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EBITDA
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$ | 11,313 | $ | 23,715 | ||||
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Plus:
Equity in
loss of affiliated company
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2,285 | 492 | ||||||
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Plus:
Minority
interest in net income of subsidiaries
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823 | 906 | ||||||
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Plus:
Loss from
discontinued operations, net of tax
|
7,781 | 616 | ||||||
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Adjusted
EBITDA
|
$ | 22,202 | $ | 25,729 | ||||
-MORE-
PAGE
4 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
|
March
31,
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December
31,
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|||||||
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2008
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2007
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|||||||
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(unaudited)
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(as
adjusted)
|
|||||||
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(in
thousands)
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||||||||
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SELECTED
BALANCE SHEET
DATA:
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||||||||
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Cash
and cash
equivalents
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$ | 7,730 | $ | 24,247 | ||||
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Intangible
assets, net
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1,308,730 | 1,310,321 | ||||||
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Total
assets
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1,639,389 | 1,667,725 | ||||||
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Total
debt
(including current portion)
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813,514 | 815,504 | ||||||
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Total
liabilities
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1,026,205 | 1,030,736 | ||||||
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Total
stockholders' equity
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611,929 | 633,100 | ||||||
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Minority
interest in subsidiaries
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1,255 | 3,889 | ||||||
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Current
Amount
|
Applicable
Interest
|
|||||||
|
Outstanding
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Rate
(a)
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|||||||
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(in
thousands)
|
||||||||
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SELECTED
LEVERAGE AND SWAP
DATA:
|
||||||||
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Senior
bank term debt (swap
matures 6/16/2012) (a)
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$ | 25,000 | 6.72 | % | ||||
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Senior
bank term debt (swap
matures 6/16/2010) (a)
|
25,000 | 6.52 | % | |||||
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Senior
bank term debt (swap
matures 6/16/2008) (a)
|
25,000 | 6.38 | % | |||||
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Senior
bank term debt (at variable
rates) (b)
|
117,500 | 5.00 | % | |||||
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Senior
bank term debt (at variable
rates) (b)
|
120,500 | 5.00 | % | |||||
|
8-7/8%
senior subordinated notes
(fixed rate)
|
300,000 | 8.88 | % | |||||
|
6-3/8%
senior subordinated notes
(fixed rate)
|
200,000 | 6.38 | % | |||||
|
Seller
financed
loan
|
514 | 5.10 | % | |||||
|
(a)
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A
total of $75.0 million is subject to fixed rate swap agreements
that
became effective in June 2005. Under our fixed rate swap agreements,
we
pay a fixed rate plus a spread based on our leverage ratio, as
defined in
our Credit agreement. That spread is currently set at 2.25% and
is
incorporated into the applicable interest rates set forth
above.
|
|
(b)
|
Subject
to rolling 90-day LIBOR plus a spread currently at 2.25% and incorporated
into the applicable interest rate set forth above. This tranche
is not covered by swap agreements described in footnote
(a).
|
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, and 10-Q
and other filings with the Securities and Exchange Commission. Radio
One does not undertake any duty to update any forward-looking
statements.
-MORE-
PAGE
5 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
Net
revenue decreased to approximately $72.5 million for the quarter ended March
31,
2008, from approximately $74.0 million for the same period in 2007, a decline
of
2%. While the Company outperformed from a revenue perspective that of
the markets in which we operate, we experienced a decrease in net revenue
consistent with the decline in overall radio industry revenue, with national
revenue remaining particularly weak. We experienced considerable net revenue
declines in our Dallas and Houston markets, and more modest declines in our
Atlanta and Detroit markets. Reach Media had a decline in revenue due to
the
previously announced cancellation of its syndicated TV show and due to the
discontinuation of certain sponsored events during the first quarter of
2008. Giant Magazine experienced a decline in net revenue due to the
loss of a sizeable sponsorship from first quarter 2007. These
declines were offset partially by net revenue increases from our Gospel Cruise
event, increased internet and political revenue and increases in net revenue
from our Philadelphia and Washington, DC markets. Net revenue is reported
net of
agency and outside sales representative commissions of approximately $7.9
million and $8.2 million for the quarters ended March 31, 2008 and 2007,
respectively.
Operating
expenses, excluding depreciation and amortization and stock-based compensation
increased to approximately $50.0 million from approximately $47.5 million
for
the quarters ended March, 31, 2008 and 2007, respectively, an increase of
5%. The increase in operating expenses resulted primarily from
expenses associated with the Gospel Cruise event, additional on-air talent
expenses, primarily related to new syndicated programs, expenses associated
with
operation of WPRS-FM (formerly WXGG-FM), which began in April 2007, investments
made in sales training, systems and tools, increased compensation for recent
corporate office hires and new spending on our internet initiative. This
increased spending was offset partially by the absence of legal and professional
spending associated with the 2007 voluntary review of our past stock options
practices, less expense associated with officer retention bonuses, savings
from
reduced marketing and promotional and travel and entertainment spending and
savings from suspending our 401(k) match program. Reach Media
contributed savings in the area of reduced TV syndication production costs
and
lower events expense. Excluding the spending on our internet
initiative, expenses associated with the Gospel Cruise event held in the
current
2008 quarter, and the 2007 amount spent on the stock options review, operating
expenses increased 1% for the three months ended March 31, 2008, compared
to the
same period in 2007.
Stock-based
compensation decreased to $328,000 from $815,000 for the quarters ended March
31, 2008 and 2007, respectively, a decline of 60%. Stock-based
compensation consists of expenses associated with our January 1, 2006 adoption
of Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment,” and
expenses associated with restricted stock grants. The decrease in
stock-based compensation was due to forfeitures, cancellations and the
completion of the vesting period for certain stock option grants.
Depreciation
and amortization expense was essentially flat at approximately $3.7 million
for
the quarters ended March 31, 2008 and 2007, respectively. There was a decline
in
amortization expense associated with certain affiliate agreements acquired
as
part of our purchase of 51% of Reach Media, which was offset partially by
an
increase in depreciation for capital expenditures made subsequent to March
31,
2007.
Interest
expense decreased to approximately $17.3 million for the quarter ended March
31,
2008 from approximately $18.1 million for the same period in 2007, a decline
of
5%. The decrease in interest expense resulted primarily from interest
savings associated with lower net borrowings due to debt pay downs, which
was
offset partially by new fees associated with the operation of WPRS-FM (formerly
WXGG-FM) pursuant to a local marketing agreement (“LMA”) that began in April of
2007.
Equity
in loss of affiliated company increased to approximately $2.3 million for
the
quarter ended March 31, 2008 from $492,000 for the same period in
2007. The increase in the loss is attributable to an increase in the
Company’s share of TV One’s losses related to TV One’s current capital structure
and the Company’s ownership levels in the equity securities of TV One that are
currently absorbing its net losses.
-MORE-
PAGE
6 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
Provision
for income taxes increased to approximately $8.9 million for the quarter
ended
March 31, 2008 compared to approximately $1.5 million for the quarter ended
March 31, 2007. In prior years, we recorded a deferred tax liability
(“DTL”) related to the amortization of indefinite-lived assets that are deducted
for tax purposes, but not deducted for book purposes. Also in prior years,
the
Company generated deferred tax assets (“DTAs”), mainly federal and state net
operating loss (“NOLs”) carryforwards. In the fourth quarter of 2007, except for
DTAs in its historically profitable filing jurisdictions, and DTAs associated
with definite-lived assets, the Company recorded a full valuation allowance
for
all other DTAs, including NOLs, as it was determined that more likely than
not,
the DTAs would not be realized. As a result, approximately $8.5
million of the increase in the provision for income taxes is due primarily
to
recording a full valuation allowance against the additional NOLs generated
from
the tax deductible amortization of indefinite-lived assets for the three
months
ended March 31, 2008.
For
the quarter ended March 31, 2008, the Company has determined that minor
fluctuations in its projected income would create significant changes to
the
estimated annual effective tax rate. Pursuant to FIN No. 18, “Accounting for Income
Taxes in
Interim Periods,” the Company has provided for tax expense using an
actual calculation for certain filing jurisdictions for the three months
ended
March 31, 2008.
Loss
from discontinued operations, net of tax, was approximately $7.8 million
for the
quarter ended March 31, 2008, compared to a loss of $616,000 for the same
period
in 2007. The increased loss resulted from entering into a definitive
agreement to sell our Los Angeles station KRBV-FM in March 2008, for
approximately $137.5 million, which resulted in an approximate $5.1 million
impairment charge and approximately $1.8 million in other one-time sale related
expenses. Loss from discontinued operations, net of tax also includes
a tax provision in the amount of $830,000 for the three months ended March
31,
2008, compared to a tax benefit of $495,000 for the same period in
2007.
Other
pertinent financial information includes capital expenditures of approximately
$3.2 million and $1.3 million for the quarters ended March 31, 2008 and 2007,
respectively. Additionally, as of March 31, 2008, Radio One had total
debt (net of cash balances) of approximately $805.8 million.
During
April 2008, the Company was party to the following subsequent event
transactions:
New
Employment
Agreements: On April 16,
2008, the Company executed employment agreements (together, the
“Employment Agreements”) with Catherine L. Hughes, the Company’s Chairperson and
Founder, and Alfred C. Liggins, III, the Company’s Chief Executive Officer and
President. A summary of these agreements, along with copies of the
Employment Agreements can be found with the Company’s Form 8-K filed April 18,
2008.
Acquisition
of Community Connect
Inc.: On April 10, 2008, the Company announced and completed a merger to
acquire Community Connect Incorporated (“CCI”) for $38.0 million in cash. CCI is
an on-line social-networking company operating branded websites including
BlackPlanet, MiGente, and AsianAvenue.
Disposition
of WMCU-AM: On
April 11, 2008 the Company closed on the sale of the assets of radio station
WMCU-AM (formerly WTPS-AM), located in the Miami metropolitan area, to
Salem
Communications Holding Corporation (“Salem”) for approximately $12.3 million in
cash. Salem began operating the station under an LMA effective
October 18, 2007.
In
March 2008, the Company entered into a definitive agreement to sell the assets
of its radio station KRBV-FM, located in the Los Angeles market, to Bonneville
International Corporation (“Bonneville”) for approximately $137.5 million in
cash. Bonneville began operating the station under an LMA effective April
8,
2008. Subject to the necessary regulatory approvals, the transaction
is expected to close in the second quarter of 2008.
-MORE-
PAGE
7 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
In
March 2008, the Company executed an employment agreement with Peter D. Thompson,
Executive Vice President and Chief Financial Officer. A summary of
the agreement, along with a copy of the employment agreement can be found
with
the Company’s Form 8-K filed April 2, 2008.
In
March 2008, the Company’s board of directors authorized a repurchase of the
Company’s Class A and Class D common stock, in an amount up to $150.0 million,
through December 31, 2009. The amount and timing of such repurchases will
be
based on pricing, general economic and market conditions, and the restrictions
contained in the agreements governing the Company’s credit facilities and
subordinated debt and certain other factors.
Supplemental
Financial Information:
For
comparative purposes, the following more detailed, unaudited and adjusted
statements of operations for the three months ended March 31, 2008 and 2007,
June 30, 2007, September 30, 2007, and the three and twelve months ended
December 31, 2007 are provided. 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.
|
Three
Months Ended March 31,
2008
|
||||||||||||||||||||
|
(in
thousands, unaudited, as
adjusted)
|
||||||||||||||||||||
|
Reach
|
Eliminations/
|
Interactive
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Other
|
One
|
||||||||||||||||
|
STATEMENT
OF
OPERATIONS
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 72,498 | $ | 63,481 | $ | 10,466 | $ | (2,299 | ) | $ | 850 | |||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
Programming
and
technical
|
19,032 | 13,708 | 5,031 | (954 | ) | 1,247 | ||||||||||||||
|
Selling,
general
and administrative
|
24,518 | 22,418 | 854 | (748 | ) | 1,994 | ||||||||||||||
|
Corporate
selling, general and administrative
|
6,407 | 5,100 | 1,932 | (625 | ) | - | ||||||||||||||
|
Stock-based
compensation
|
328 | 290 | - | - | 38 | |||||||||||||||
|
Depreciation
and
amortization
|
3,664 | 2,628 | 997 | 13 | 26 | |||||||||||||||
|
Total
operating
expenses
|
53,949 | 44,144 | 8,814 | (2,314 | ) | 3,305 | ||||||||||||||
|
Operating
income (loss)
|
18,549 | 19,337 | 1,652 | 15 | (2,455 | ) | ||||||||||||||
|
INTEREST
INCOME
|
(201 | ) | (160 | ) | (41 | ) | - | - | ||||||||||||
|
INTEREST
EXPENSE
|
17,259 | 17,259 | - | - | - | |||||||||||||||
|
EQUITY
IN LOSS OF AFFLIATED
COMPANY
|
2,285 | 2,285 | - | - | - | |||||||||||||||
|
OTHER
EXPENSE (INCOME),
net
|
11 | (2 | ) | - | - | 13 | ||||||||||||||
|
(Loss)
Income before provsion for
income taxes, minority interest in income of subsidiaries and
discontinued
operations
|
(805 | ) | (45 | ) | 1,693 | 15 | (2,468 | ) | ||||||||||||
|
PROVISION
FOR INCOME
TAXES
|
8,898 | 8,292 | 606 | - | - | |||||||||||||||
|
MINORITY
INTEREST IN INCOME OF
SUBSIDIARIES
|
823 | - | - | 823 | - | |||||||||||||||
|
Net
(Loss) Income from continuing
operations
|
(10,526 | ) | (8,337 | ) | 1,087 | (808 | ) | (2,468 | ) | |||||||||||
|
LOSS
FROM DISCONTINUED OPERATIONS,
net of tax
|
(7,781 | ) | (7,781 | ) | - | - | - | |||||||||||||
|
Net
(loss)
income
|
$ | (18,307 | ) | $ | (16,118 | ) | $ | 1,087 | $ | (808 | ) | $ | (2,468 | ) | ||||||
-MORE-
PAGE
8 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
|
Three
Months Ended March 31,
2007
|
||||||||||||||||||||
|
(in
thousands, unaudited, as
adjusted)
|
||||||||||||||||||||
|
Reach
|
Eliminations/
|
Interactive
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Other
|
One
|
||||||||||||||||
|
STATEMENT
OF
OPERATIONS
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 74,040 | $ | 62,693 | $ | 11,228 | $ | (1,248 | ) | $ | 1,367 | |||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
Programming
and
technical
|
18,070 | 12,625 | 4,987 | (530 | ) | 988 | ||||||||||||||
|
Selling,
general
and administrative
|
21,868 | 20,103 | 1,120 | 249 | 396 | |||||||||||||||
|
Corporate
selling, general and administrative
|
7,550 | 6,201 | 1,974 | (625 | ) | - | ||||||||||||||
|
Stock-based
compensation
|
815 | 815 | - | - | - | |||||||||||||||
|
Depreciation
and
amortization
|
3,716 | 2,553 | 1,128 | 13 | 22 | |||||||||||||||
|
Total
operating
expenses
|
52,019 | 42,297 | 9,209 | (893 | ) | 1,406 | ||||||||||||||
|
Operating
income (loss)
|
22,021 | 20,396 | 2,019 | (355 | ) | (39 | ) | |||||||||||||
|
INTEREST
INCOME
|
(267 | ) | (254 | ) | (13 | ) | - | - | ||||||||||||
|
INTEREST
EXPENSE
|
18,070 | 18,070 | - | - | - | |||||||||||||||
|
EQUITY
IN LOSS OF AFFLIATED
COMPANY
|
492 | 707 | 215 | (430 | ) | - | ||||||||||||||
|
OTHER
EXPENSE,
net
|
8 | 8 | - | - | - | |||||||||||||||
|
Income
(Loss) before provsion for
income taxes, minority interest in income of subsidiaries and
discontinued
operations
|
3,718 | 1,865 | 1,817 | 75 | (39 | ) | ||||||||||||||
|
PROVISION
FOR INCOME
TAXES
|
1,452 | 797 | 655 | - | - | |||||||||||||||
|
MINORITY
INTEREST IN INCOME OF
SUBSIDIARIES
|
906 | - | - | 906 | - | |||||||||||||||
|
Net
Income (Loss) from continuing
operations
|
1,360 | 1,068 | 1,162 | (831 | ) | (39 | ) | |||||||||||||
|
LOSS
FROM DISCONTINUED OPERATIONS,
net of tax
|
(616 | ) | (616 | ) | - | - | - | |||||||||||||
|
Net
income
(loss)
|
$ | 744 | $ | 452 | $ | 1,162 | $ | (831 | ) | $ | (39 | ) | ||||||||
-MORE-
PAGE
9 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
|
Three
Months Ended June 30,
2007
|
||||||||||||||||||||
|
(in
thousands, unaudited, as
adjusted)
|
||||||||||||||||||||
|
Reach
|
Eliminations/
|
Interactive
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Other
|
One
|
||||||||||||||||
|
STATEMENT
OF
OPERATIONS
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 82,621 | $ | 71,899 | $ | 11,710 | $ | (1,307 | ) | $ | 319 | |||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
Programming
and
technical
|
17,845 | 12,604 | 4,973 | (538 | ) | 806 | ||||||||||||||
|
Selling,
general
and administrative
|
25,467 | 23,157 | 1,582 | 132 | 596 | |||||||||||||||
|
Corporate
selling, general and administrative
|
8,113 | 6,786 | 1,952 | (625 | ) | - | ||||||||||||||
|
Stock-based
compensation
|
777 | 750 | - | - | 27 | |||||||||||||||
|
Depreciation
and
amortization
|
3,667 | 2,497 | 1,135 | 13 | 22 | |||||||||||||||
|
Impairment
of
long-lived assets
|
5,506 | 5,506 | - | 0 | - | |||||||||||||||
|
Total
operating
expenses
|
61,375 | 51,300 | 9,642 | (1,018 | ) | 1,451 | ||||||||||||||
|
Operating
income (loss)
|
21,246 | 20,599 | 2,068 | (289 | ) | (1,132 | ) | |||||||||||||
|
INTEREST
INCOME
|
(294 | ) | (292 | ) | (2 | ) | - | - | ||||||||||||
|
INTEREST
EXPENSE
|
18,577 | 18,577 | - | - | - | |||||||||||||||
|
EQUITY
IN LOSS OF AFFLIATED
COMPANY
|
4,266 | 4,425 | 159 | (318 | ) | - | ||||||||||||||
|
(Loss)
Income before provsion for
income taxes, minority interest in income of subsidiaries and
discontinued
operations
|
(1,303 | ) | (2,111 | ) | 1,911 | 29 | (1,132 | ) | ||||||||||||
|
(BENEFIT)
PROVISION FOR INCOME
TAXES
|
(797 | ) | (1,494 | ) | 697 | - | - | |||||||||||||
|
MINORITY
INTEREST IN INCOME OF
SUBSIDIARIES
|
919 | - | - | 919 | - | |||||||||||||||
|
Net
(Loss) Income from continuing
operations
|
(1,425 | ) | (617 | ) | 1,214 | (890 | ) | (1,132 | ) | |||||||||||
|
LOSS
FROM DISCONTINUED OPERATIONS,
net of tax
|
(4,829 | ) | (4,829 | ) | - | - | - | |||||||||||||
|
Net
(loss)
income
|
$ | (6,254 | ) | $ | (5,446 | ) | $ | 1,214 | $ | (890 | ) | $ | (1,132 | ) | ||||||
-MORE-
PAGE
10 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
|
Three
Months Ended September 30,
2007
|
||||||||||||||||||||
|
(in
thousands, unaudited, as
adjusted)
|
||||||||||||||||||||
|
Reach
|
Eliminations/
|
Interactive
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Other
|
One
|
||||||||||||||||
|
STATEMENT
OF
OPERATIONS
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 88,215 | $ | 72,822 | $ | 15,948 | $ | (1,638 | ) | $ | 1,083 | |||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
Programming
and
technical
|
18,547 | 13,341 | 4,965 | (597 | ) | 838 | ||||||||||||||
|
Selling,
general
and administrative
|
27,762 | 21,863 | 4,619 | (103 | ) | 1,383 | ||||||||||||||
|
Corporate
selling, general and administrative
|
4,631 | 3,311 | 1,945 | (625 | ) | - | ||||||||||||||
|
Stock-based
compensation
|
913 | 870 | - | - | 43 | |||||||||||||||
|
Depreciation
and
amortization
|
3,664 | 2,506 | 1,135 | 13 | 10 | |||||||||||||||
|
Total
operating
expenses
|
55,517 | 41,891 | 12,664 | (1,312 | ) | 2,274 | ||||||||||||||
|
Operating
income (loss)
|
32,698 | 30,931 | 3,284 | (326 | ) | (1,191 | ) | |||||||||||||
|
INTEREST
INCOME
|
(292 | ) | (290 | ) | (2 | ) | - | - | ||||||||||||
|
INTEREST
EXPENSE
|
18,400 | 18,400 | - | - | - | |||||||||||||||
|
EQUITY
IN LOSS OF AFFLIATED
COMPANY
|
2,793 | 2,957 | 164 | (328 | ) | - | ||||||||||||||
|
OTHER
EXPENSE,
net
|
15 | 2 | - | - | 13 | |||||||||||||||
|
Income
(Loss) before provsion for
income taxes, minority interest in income of subsidiaries and
discontinued
operations
|
11,782 | 9,862 | 3,122 | 2 | (1,204 | ) | ||||||||||||||
|
PROVISION
FOR INCOME
TAXES
|
5,510 | 4,338 | 1,172 | - | - | |||||||||||||||
|
MINORITY
INTEREST IN INCOME OF
SUBSIDIARIES
|
1,274 | - | - | 1,274 | - | |||||||||||||||
|
Net
Income (Loss) from continuing
operations
|
4,998 | 5,524 | 1,950 | (1,272 | ) | (1,204 | ) | |||||||||||||
|
LOSS
FROM DISCONTINUED OPERATIONS,
net of tax
|
(197 | ) | (197 | ) | - | - | - | |||||||||||||
|
Net
income
(loss)
|
$ | 4,801 | $ | 5,327 | $ | 1,950 | $ | (1,272 | ) | $ | (1,204 | ) | ||||||||
-MORE-
PAGE
11 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
|
Three
Months Ended December 31,
2007
|
||||||||||||||||||||
|
(in
thousands, unaudited, as
adjusted)
|
||||||||||||||||||||
|
Reach
|
Eliminations/
|
Interactive
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Other
|
One
|
||||||||||||||||
|
STATEMENT
OF
OPERATIONS
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 74,785 | $ | 65,562 | $ | 10,936 | $ | (2,098 | ) | $ | 385 | |||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
Programming
and
technical
|
19,113 | 13,503 | 4,984 | (581 | ) | 1,207 | ||||||||||||||
|
Selling,
general
and administrative
|
26,531 | 23,874 | 1,244 | (621 | ) | 2,034 | ||||||||||||||
|
Corporate
selling, general and administrative
|
7,035 | 5,946 | 1,714 | (625 | ) | - | ||||||||||||||
|
Stock-based
compensation
|
485 | 452 | - | - | 33 | |||||||||||||||
|
Depreciation
and
amortization
|
3,721 | 2,527 | 1,147 | 13 | 34 | |||||||||||||||
|
Impairment
of
long-lived assets
|
205,545 | 205,545 | - | - | - | |||||||||||||||
|
Total
operating
expenses
|
262,430 | 251,847 | 9,089 | (1,814 | ) | 3,308 | ||||||||||||||
|
Operating
(loss) income
|
(187,645 | ) | (186,285 | ) | 1,847 | (284 | ) | (2,923 | ) | |||||||||||
|
INTEREST
INCOME
|
(390 | ) | (309 | ) | (81 | ) | - | - | ||||||||||||
|
INTEREST
EXPENSE
|
17,722 | 17,717 | 5 | - | - | |||||||||||||||
|
EQUITY
IN LOSS OF AFFLIATED
COMPANY
|
3,902 | 4,038 | 137 | (273 | ) | - | ||||||||||||||
|
OTHER
EXPENSE,
net
|
325 | 239 | 43 | - | 43 | |||||||||||||||
|
(Loss)
Income before provsion for
income taxes, minority interest in income of subsidiaries and
discontinued
operations
|
(209,204 | ) | (207,970 | ) | 1,743 | (11 | ) | (2,966 | ) | |||||||||||
|
(BENEFIT)
PROVISION FOR INCOME
TAXES
|
(11,699 | ) | (11,736 | ) | 37 | - | - | |||||||||||||
|
MINORITY
INTEREST IN INCOME OF
SUBSIDIARIES
|
810 | - | - | 810 | - | |||||||||||||||
|
Net
(Loss) Income from continuing
operations
|
(198,315 | ) | (196,234 | ) | 1,706 | (821 | ) | (2,966 | ) | |||||||||||
|
LOSS
FROM DISCONTINUED OPERATIONS,
net of tax
|
(188,096 | ) | (188,096 | ) | - | - | - | |||||||||||||
|
Net
(loss)
income
|
$ | (386,411 | ) | $ | (384,330 | ) | $ | 1,706 | $ | (821 | ) | $ | (2,966 | ) | ||||||
-MORE-
PAGE
12 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
|
Twelve
Months Ended December 31,
2007
|
||||||||||||||||||||
|
(in
thousands, unaudited, as
adjusted)
|
||||||||||||||||||||
|
Reach
|
Eliminations/
|
Interactive
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Other
|
One
|
||||||||||||||||
|
STATEMENT
OF
OPERATIONS
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 319,660 | $ | 272,976 | $ | 49,822 | $ | (6,291 | ) | $ | 3,153 | |||||||||
|
OPERATING
EXPENSES
|
||||||||||||||||||||
|
Programming
and
technical
|
73,575 | 52,073 | 19,909 | (2,246 | ) | 3,839 | ||||||||||||||
|
Selling,
general
and administrative
|
101,628 | 88,997 | 8,565 | (343 | ) | 4,409 | ||||||||||||||
|
Corporate
selling, general and administrative
|
27,327 | 22,242 | 7,585 | (2,500 | ) | - | ||||||||||||||
|
Stock-based
compensation
|
2,989 | 2,886 | - | - | 103 | |||||||||||||||
|
Depreciation
and
amortization
|
14,767 | 10,083 | 4,545 | 52 | 87 | |||||||||||||||
|
Impairment
of
long-lived assets
|
211,051 | 211,051 | - | - | - | |||||||||||||||
|
Total
operating
expenses
|
431,337 | 387,332 | 40,604 | (5,037 | ) | 8,438 | ||||||||||||||
|
Operating
(loss) income
|
(111,677 | ) | (114,356 | ) | 9,218 | (1,254 | ) | (5,285 | ) | |||||||||||
|
INTEREST
INCOME
|
(1,243 | ) | (1,145 | ) | (98 | ) | - | - | ||||||||||||
|
INTEREST
EXPENSE
|
72,770 | 72,765 | 5 | - | - | |||||||||||||||
|
EQUITY
IN LOSS OF AFFLIATED
COMPANY
|
11,453 | 12,127 | 675 | (1,349 | ) | - | ||||||||||||||
|
OTHER
EXPENSE,
net
|
347 | 248 | 43 | - | 56 | |||||||||||||||
|
(Loss)
Income before provsion for
income taxes, minority interest in income of subsidiaries and
discontinued
operations
|
(195,004 | ) | (198,351 | ) | 8,593 | 95 | (5,341 | ) | ||||||||||||
|
(BENEFIT)
PROVISION FOR INCOME
TAXES
|
(5,534 | ) | (8,095 | ) | 2,561 | - | - | |||||||||||||
|
MINORITY
INTEREST IN INCOME OF
SUBSIDIARIES
|
3,910 | - | - | 3,910 | - | |||||||||||||||
|
Net
(Loss) Income from continuing
operations
|
(193,380 | ) | (190,256 | ) | 6,032 | (3,815 | ) | (5,341 | ) | |||||||||||
|
LOSS
FROM DISCONTINUED OPERATIONS,
net of tax
|
(193,738 | ) | (193,738 | ) | - | - | - | |||||||||||||
|
Net
(loss)
income
|
$ | (387,118 | ) | $ | (383,994 | ) | $ | 6,032 | $ | (3,815 | ) | $ | (5,341 | ) | ||||||
-MORE-
PAGE
13 -- RADIO ONE, INC. REPORTS FIRST QUARTER RESULTS
Radio
One will hold a conference call to discuss its results for the first quarter
of
2008. This conference call is scheduled for Thursday, May 8, 2008 at 10:00
a.m.
Eastern Time. Interested parties should call 612-332-0636 at least five minutes
prior to the scheduled time of the call. The conference call will be recorded
and made available for replay from 1:30 p.m. Eastern Time the day of the
call,
until 11:59 p.m. Eastern Time the following day. Interested parties may listen
to the replay by calling 320-365-3844; access code 917331. Access to live
audio
and replay of the conference call will also be available on Radio One's
corporate website at www.radio-one.com. The replay will be made available
on the
website for seven calendar days following the call. Radio One, Inc.
(www.radio-one.com) is one of the nation's largest radio broadcasting companies
and the largest radio broadcasting company that primarily targets
African-American and urban listeners. On a pro forma basis, after closing
the
sale of our Los Angeles station, Radio One will own and/or operate 53 radio
stations located in 16 urban markets in the United States. Additionally,
Radio
One owns Magazine One, Inc. (d/b/a Giant Magazine) (www.giantmag.com), interests
in TV One, LLC (www.tvoneonline.com), a cable/satellite network programming
primarily to African-Americans, Reach Media, Inc. (www.blackamericaweb.com),
owner of the Tom Joyner Morning Show and other businesses associated with
Tom
Joyner, and Community Connect Inc., an on-line social-networking company,
which
operates a number of branded websites, including BlackPlanet, MiGente and
AsianAvenue.
Notes:
1
“Station operating income” consists of net (loss) income before depreciation and
amortization, income taxes, interest income, interest expense, equity in
loss of
affiliated company, minority interest in income of subsidiaries, other expense,
corporate expenses, stock-based compensation expenses and loss from discontinued
operations, net of tax. Station operating income is not a measure of financial
performance under generally accepted accounting principles. Nevertheless,
we
believe station operating income is often a useful measure of a broadcasting
company’s operating performance and 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 physical
plant, income taxes, investments, debt financings, overhead, stock-based
compensation, results of operations and income (losses) from asset sales.
Station operating income is frequently used as one of the bases for comparing
businesses in our industry, although our measure of station operating income
may
not be comparable to similarly titled measures of other companies. 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 operating
income to station operating income has been provided in this
release.
2
Certain
reclassifications associated with accounting for discontinued operations
have
been made to prior quarter balances to conform to the current presentation.
These reclassifications had no effect on any other previously reported 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”.
3
For the three months ended
March 31,
2008 and 2007, Radio One had 98,728,411 and 98,710,633 shares of common stock
outstanding on a weighted average basis, diluted for outstanding stock options,
respectively.
4
“Adjusted
EBITDA” consists of net (loss) income plus (1) depreciation, amortization,
income taxes, interest expense, equity in loss of affiliated company,
and minority interest in income of subsidiaries less (2) loss from discontinued
operations, net of tax, and interest income. Net income before
interest income, interest expense, provision for 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. 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,
as well as our equity in loss of our affiliated company 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 physical plant, 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.
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 to EBITDA and Adjusted EBITDA has been provided in this
release.