Delaware
|
52-1166660
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
Class
|
Outstanding
at April 30, 2009
|
Class A
Common Stock, $.001 Par Value
|
2,986,222
|
Class B
Common Stock, $.001 Par Value
|
2,861,843
|
Class C
Common Stock, $.001 Par Value
|
3,121,048
|
Class D
Common Stock, $.001 Par Value
|
51,711,916
|
Page
|
||
PART I.
FINANCIAL INFORMATION
|
||
Item
1.
|
Consolidated
Statements of Operations for the Three Months Ended March 31, 2009 and
2008 (Unaudited)
|
4
|
Consolidated
Balance Sheets as of March 31, 2009 (Unaudited) and December 31,
2008
|
5
|
|
Consolidated
Statement of Changes in Equity for the Three Months Ended March 31, 2009
(Unaudited)
|
6
|
|
Consolidated
Statements of Cash Flows for the Three Months Ended March 31, 2009 and
2008 (Unaudited)
|
7
|
|
Notes
to Consolidated Financial Statements (Unaudited)
|
8
|
|
Consolidating
Financial
Statements
|
19
|
|
Consolidating
Statement of Operations for the Three Months Ended March 31, 2009
(Unaudited)
|
19
|
|
Consolidating
Statement of Operations for the Three Months Ended March 31, 2008
(Unaudited)
|
20
|
|
Consolidating
Balance Sheet as of March 31, 2009 (Unaudited)
|
21
|
|
Consolidating
Balance Sheet as of December 31, 2008
|
22
|
|
Consolidating
Statement of Cash Flows for the Three Months Ended March 31,
2009 (Unaudited)
|
23
|
|
Consolidating
Statement of Cash Flows for the Three Months Ended March 31,
2008 (Unaudited)
|
24
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
25
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
35
|
Item
4.
|
Controls
and Procedures
|
35
|
PART
II. OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
36
|
Item
1A.
|
Risk
Factors
|
36
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
36
|
Item
3.
|
Defaults
Upon Senior Securities
|
36
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
36
|
Item
5.
|
Other
Information
|
36
|
Item
6.
|
Exhibits
|
36
|
SIGNATURES
|
37
|
•
|
the
effects the current global financial and economic crisis, credit and
equity market volatility and the deteriorating
U.S.
economy may continue to have on our business and financial condition and
the business and financial condition of our
advertisers;
|
•
|
a
continued worsening of the economy could negatively impact our ability to
meet our cash needs and our ability to maintain compliance with our debt
covenants;
|
•
|
fluctuations
in the demand for advertising across our various media given the current
economic environment;
|
•
|
risks
associated with the implementation and execution of our business
diversification strategy;
|
•
|
increased
competition in our markets and in the radio broadcasting and media
industries;
|
•
|
changes
in media audience ratings and measurement
methodologies;
|
•
|
regulation
by the Federal Communications Commission relative to maintaining our
broadcasting licenses, enacting media ownership rules and enforcing of
indecency rules;
|
•
|
changes
in our key personnel and on-air
talent;
|
•
|
increases
in the costs of our programming, including on-air talent and content
acquisitions cost;
|
•
|
financial
losses that may be sustained due to impairment charges against our
broadcasting licenses, goodwill and other intangible assets, particularly
in light of the current economic
environment;
|
•
|
our
incurrence of net losses over the past three fiscal
years;
|
•
|
increased
competition from new technologies;
|
•
|
the
impact of our acquisitions, dispositions and similar
transactions;
|
•
|
our
high degree of leverage and potential inability to refinance our debt
given current market conditions;
|
•
|
our
current non-compliance with NASDAQ rules for continued listing of our
Class A and Class D common stock;
and
|
•
|
other
factors mentioned in our filings with the Securities and Exchange
Commission including the factors discussed in detail in Item 1A,
“Risk Factors,” in our 2008 Annual Report on
Form 10-K/A.
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(As
Adjusted-
|
||||||||
See
Note 1)
|
||||||||
(In
thousands, except share data)
|
||||||||
NET
REVENUE
|
$
|
60,671
|
$
|
72,498
|
||||
OPERATING
EXPENSES:
|
||||||||
Programming
and technical, including stock-based compensation of $31 and $33,
respectively
|
20,617
|
19,065
|
||||||
Selling,
general and administrative, including stock-based compensation of $95 and
$172, respectively
|
23,669
|
24,649
|
||||||
Corporate
selling, general and administrative, including stock-based compensation of
$357 and $123, respectively
|
5,490
|
6,530
|
||||||
Depreciation
and amortization
|
5,255
|
3,664
|
||||||
Impairment
of long-lived assets
|
48,953
|
—
|
||||||
Total
operating expenses
|
103,984
|
53,908
|
||||||
Operating
(loss) income
|
(43,313
|
)
|
18,590
|
|||||
INTEREST
INCOME
|
18
|
201
|
||||||
INTEREST
EXPENSE
|
10,779
|
17,259
|
||||||
GAIN
ON RETIREMENT OF DEBT
|
1,221
|
—
|
||||||
EQUITY
IN INCOME (LOSS) OF AFFILIATED COMPANY
|
1,150
|
(2,829
|
)
|
|||||
OTHER INCOME (EXPENSE),
net
|
50
|
(11
|
)
|
|||||
Loss
before provision for income taxes, noncontrolling interest in income of
subsidiaries and income (loss) from discontinued
operations
|
(51,653
|
)
|
(1,308
|
)
|
||||
PROVISION
FOR INCOME TAXES
|
7,071
|
8,898
|
||||||
Net
loss from continuing operations
|
(58,724
|
)
|
(10,206
|
)
|
||||
INCOME
(LOSS) FROM DISCONTINUED OPERATIONS, net of tax
|
158
|
(7,821
|
)
|
|||||
CONSOLIDATED
NET LOSS
|
(58,566
|
)
|
(18,027
|
)
|
||||
NONCONTROLLING
INTEREST IN INCOME OF SUBSIDIARIES
|
871
|
823
|
||||||
NET
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
(59,437
|
)
|
$
|
(18,850
|
)
|
||
BASIC
AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
||||||||
Continuing
operations
|
$
|
(0.84
|
)
|
$
|
(0.11
|
)
|
||
Discontinued
operations, net of tax
|
(0.00
|
)
|
(0.08
|
)
|
||||
Net
loss attributable to common stockholders
|
$
|
(0.84
|
)
|
$
|
(0.19
|
)
|
||
AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||||||
Continuing operations | $ |
(59,595
|
) | $ |
(11,029
|
) | ||
Discontinued operations, net of tax |
158
|
(7,821
|
) | |||||
Net loss attributable to common stockholders | $ |
(59,437
|
) | $ |
(18,850
|
) | ||
WEIGHTED
AVERAGE SHARES OUTSTANDING:
|
||||||||
Basic
|
70,719,332
|
98,728,411
|
||||||
Diluted
|
70,719,332
|
98,728,411
|
As
of
|
||||||||
March 31,
2009
|
December 31,
2008
|
|||||||
(Unaudited)
|
||||||||
(In
thousands, except share data)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$
|
20,302
|
$
|
22,289
|
||||
Trade
accounts receivable, net of allowance for doubtful accounts of $2,429 and
$3,789, respectively
|
40,572
|
49,937
|
||||||
Prepaid
expenses and other current assets
|
4,432
|
5,560
|
||||||
Deferred
tax assets
|
108
|
108
|
||||||
Current
assets from discontinued operations
|
327
|
303
|
||||||
Total
current assets
|
65,741
|
78,197
|
||||||
PROPERTY AND EQUIPMENT,
net
|
46,116
|
48,602
|
||||||
GOODWILL
|
137,095
|
137,095
|
||||||
RADIO
BROADCASTING LICENSES
|
714,724
|
763,657
|
||||||
OTHER INTANGIBLE ASSETS,
net
|
41,507
|
44,217
|
||||||
INVESTMENT
IN AFFILIATED COMPANY
|
49,420
|
47,852
|
||||||
OTHER
ASSETS
|
4,961
|
5,797
|
||||||
NON-CURRENT
ASSETS FROM DISCONTINUED OPERATIONS
|
—
|
60
|
||||||
Total
assets
|
$
|
1,059,564
|
$
|
1,125,477
|
||||
LIABILITIES
AND EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Accounts
payable
|
$
|
3,080
|
$
|
3,691
|
||||
Accrued
interest
|
4,241
|
10,082
|
||||||
Accrued
compensation and related benefits
|
10,335
|
10,534
|
||||||
Income
taxes payable
|
1,448
|
30
|
||||||
Other
current liabilities
|
10,042
|
12,477
|
||||||
Current
portion of long-term debt
|
26,518
|
43,807
|
||||||
Current
liabilities from discontinued operations
|
177
|
582
|
||||||
Total
current liabilities
|
55,841
|
81,203
|
||||||
LONG-TERM DEBT, net of
current portion
|
650,680
|
631,555
|
||||||
OTHER
LONG-TERM LIABILITIES
|
10,477
|
11,008
|
||||||
DEFERRED
TAX LIABILITIES
|
91,962
|
86,236
|
||||||
Total
liabilities
|
808,960
|
810,002
|
||||||
STOCKHOLDERS’
EQUITY:
|
||||||||
Convertible
preferred stock, $.001 par value, 1,000,000 shares authorized;
no shares outstanding at March 31, 2009 and December 31,
2008
|
—
|
—
|
||||||
Common
stock — Class A, $.001 par value, 30,000,000 shares
authorized; 2,994,215 and 3,016,730 shares issued and outstanding as
of March 31, 2009 and December 31, 2008,
respectively
|
3
|
3
|
||||||
Common
stock — Class B, $.001 par value, 150,000,000 shares
authorized; 2,861,843 shares issued and outstanding as of March 31, 2009
and December 31, 2008, respectively
|
3
|
3
|
||||||
Common
stock — Class C, $.001 par value, 150,000,000 shares
authorized; 3,121,048 shares issued and outstanding as of March 31, 2009
and December 31, 2008, respectively
|
3
|
3
|
||||||
Common
stock — Class D, $.001 par value, 150,000,000 shares
authorized; 55,564,186 and 69,971,551 shares issued and outstanding
as of March 31, 2009 and December 31, 2008,
respectively
|
56
|
70
|
||||||
Accumulated
other comprehensive loss
|
(2,926
|
)
|
(2,981
|
)
|
||||
Additional
paid-in capital
|
1,027,575
|
1,033,921
|
||||||
Accumulated
deficit
|
(776,962
|
)
|
(717,525
|
)
|
||||
Total
stockholders’ equity
|
247,752
|
313,494
|
||||||
Noncontrolling
interest
|
2,852
|
1,981
|
||||||
Total
equity
|
250,604
|
315,475
|
||||||
Total
liabilities and equity
|
$
|
1,059,564
|
$
|
1,125,477
|
Radio
One Inc. Stockholders
|
|||||||||||||||||||||||||||||||||||||||||||
Convertible
Preferred Stock
|
Common
Stock Class A
|
Common
Stock Class B
|
Common
Stock
Class C
|
Common
Stock Class D
|
Comprehensive
Loss
|
Accumulated
Other Comprehensive Loss
|
Additional
Paid-In Capital
|
Accumulated
Deficit
|
Noncontrolling
Interest
|
Total
Equity
|
|||||||||||||||||||||||||||||||||
(In
thousands, except share data)
|
|||||||||||||||||||||||||||||||||||||||||||
BALANCE,
as of December 31, 2008
|
$
|
—
|
$
|
3
|
$
|
3
|
$
|
3
|
$
|
70
|
$
|
(2,981
|
)
|
$
|
1,033,921
|
$
|
(717,525
|
)
|
$
|
1,981
|
$
|
315,475
|
|||||||||||||||||||||
Comprehensive
loss:
|
|||||||||||||||||||||||||||||||||||||||||||
Consolidated
net loss
|
—
|
—
|
—
|
—
|
—
|
$
|
(58,566
|
)
|
—
|
|
—
|
(59,437
|
)
|
871
|
(58,566
|
)
|
|||||||||||||||||||||||||||
Change
in unrealized income on derivative and hedging activities, net of
taxes
|
—
|
—
|
—
|
—
|
—
|
55
|
55
|
|
—
|
—
|
—
|
55
|
|||||||||||||||||||||||||||||||
Comprehensive
loss
|
$
|
(58,511
|
)
|
||||||||||||||||||||||||||||||||||||||||
Repurchase
of 22,515 shares of Class A common stock and 14,407,165 shares of Class D
common stock
|
—
|
—
|
—
|
—
|
(14
|
)
|
—
|
(6,829
|
)
|
—
|
—
|
(6,843
|
)
|
||||||||||||||||||||||||||||||
Vesting
of non-employee restricted stock
|
—
|
—
|
—
|
—
|
—
|
—
|
157
|
—
|
—
|
157
|
|||||||||||||||||||||||||||||||||
Stock-based
compensation expense
|
—
|
—
|
—
|
—
|
—
|
—
|
326
|
—
|
—
|
326
|
|||||||||||||||||||||||||||||||||
BALANCE,
as of March 31, 2009
|
$
|
—
|
$
|
3
|
$
|
3
|
$
|
3
|
$
|
56
|
$
|
(2,926
|
)
|
$
|
1,027,575
|
$
|
(776,962
|
)
|
$
|
2,852
|
$
|
250,604
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(Unaudited)
|
||||||||
(As
Adjusted-
|
||||||||
See
Note 1)
|
||||||||
(In
thousands)
|
||||||||
CASH
FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
||||||||
Net
loss attributable to common stockholders
|
$
|
(59,437
|
)
|
$
|
(18,850
|
)
|
||
Noncontrolling
interest in income of subsidiaries
|
871
|
823
|
||||||
Consolidated
net loss
|
(58,566
|
)
|
(18,027
|
)
|
||||
Adjustments
to reconcile consolidated net loss to net cash from operating
activities:
|
||||||||
Depreciation
and amortization
|
5,255
|
3,664
|
||||||
Amortization
of debt financing costs
|
602
|
689
|
||||||
Deferred
income taxes
|
5,726
|
8,997
|
||||||
Impairment
of long-lived assets
|
48,953
|
—
|
||||||
Equity
in (income) loss of affiliated company
|
(1,150
|
)
|
2,829
|
|||||
Stock-based
and other compensation
|
483
|
368
|
||||||
Gain
on retirement of debt
|
(1,221
|
)
|
—
|
|||||
Change
in interest due on stock subscriptions receivable
|
—
|
(5
|
)
|
|||||
Amortization
of contract inducement and termination fee
|
(474
|
)
|
(515
|
)
|
||||
Effect
of change in operating assets and liabilities, net of assets
acquired:
|
||||||||
Trade
accounts receivable
|
9,365
|
3,403
|
||||||
Prepaid
expenses and other assets
|
1,128
|
1,134
|
||||||
Other
assets
|
837
|
(976
|
)
|
|||||
Accounts
payable
|
(611
|
)
|
(1,628
|
)
|
||||
Accrued
interest
|
(5,841
|
)
|
(9,986
|
)
|
||||
Accrued
compensation and related benefits
|
(199
|
)
|
(1,233
|
)
|
||||
Income
taxes payable
|
1,418
|
716
|
||||||
Other
liabilities
|
(2,966
|
)
|
(803
|
)
|
||||
Net
cash flows from operating activities of discontinued
operations
|
247
|
5,767
|
||||||
Net
cash flows from (used in) operating activities
|
2,986
|
(5,606
|
)
|
|||||
CASH
FLOWS USED IN INVESTING ACTIVITIES:
|
||||||||
Purchases
of property and equipment
|
(1,148
|
)
|
(3,270
|
)
|
||||
Equity
investments
|
—
|
(997
|
)
|
|||||
Purchase
of other intangible assets
|
(39
|
)
|
(221
|
)
|
||||
Deposits
for station equipment and purchases and other assets
|
—
|
(517
|
)
|
|||||
Net
cash flows used in investing activities
|
(1,187
|
)
|
(5,005
|
)
|
||||
CASH
FLOWS USED IN FINANCING ACTIVITIES:
|
||||||||
Repayment
of other debt
|
(153
|
)
|
(490
|
)
|
||||
Proceeds
from credit facility
|
80,000
|
10,000
|
||||||
Repayment
of credit facility
|
(75,570
|
)
|
(11,500
|
)
|
||||
Repurchase
of senior subordinated notes
|
(1,220
|
)
|
—
|
|||||
Repurchase
of common stock
|
(6,843
|
)
|
—
|
|||||
Payment
of dividend to noncontrolling interest shareholders
|
—
|
(3,916
|
)
|
|||||
Net
cash flows used in financing activities
|
(3,786
|
)
|
(5,906
|
)
|
||||
DECREASE
IN CASH AND CASH EQUIVALENTS
|
(1,987
|
)
|
(16,517
|
)
|
||||
CASH AND CASH
EQUIVALENTS, beginning of period
|
22,289
|
24,247
|
||||||
CASH AND CASH
EQUIVALENTS, end of period
|
$
|
20,302
|
$
|
7,730
|
||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash
paid for:
|
||||||||
Interest
|
$
|
16,018
|
$
|
27,245
|
||||
Income
taxes
|
$
|
17
|
$
|
28
|
Selected
Statement of Operations Data
|
||||||||||||
Three
Months Ended March 31, 2008
|
||||||||||||
As
Previously Reported
|
Adjustments
|
As
Adjusted
|
||||||||||
(In
thousands, except share data)
|
||||||||||||
Equity
in Loss of Affiliated Company
|
$
|
(2,285
|
)
|
$
|
(544
|
)
|
$
|
(2,829
|
)
|
|||
Loss
before provision for income taxes, noncontrolling interest in income of
subsidiaries and discontinued operations
|
$
|
(805
|
)
|
$
|
(503
|
)
|
$
|
(1,308
|
)
|
|||
Net
loss from continuing operations
|
$
|
(9,703
|
)
|
$
|
(503
|
)
|
$
|
(10,206
|
)
|
|||
Net
loss attributable to common stockholders
|
$
|
(18,307
|
)
|
$
|
(543
|
)
|
$
|
(18,850
|
)
|
|||
Basic
and Diluted Net Loss from Continuing Operations per Common
Share
|
$
|
(0.11
|
)
|
$
|
(0.00
|
)
|
$
|
(0.11
|
)
|
|||
Basic
and Diluted Net Loss from Discontinued Operations per Common
Share
|
(0.08
|
)
|
(0.00
|
)
|
(0.08
|
)
|
||||||
Basic
and Diluted Net Loss Attributable to Common Stockholders
|
$
|
(0.19
|
)
|
$
|
(0.00
|
)
|
$
|
(0.19
|
)
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Consolidated
net loss
|
$
|
(58,566
|
)
|
$
|
(18,027
|
)
|
||
Other
comprehensive income (loss) (net of tax benefit of $0 and $0,
respectively):
|
||||||||
Derivative
and hedging activities
|
55
|
(3,148
|
)
|
|||||
Comprehensive loss | (58,511 | ) | (21,355 | ) | ||||
Comprehensive loss attributable to the noncontrolling interest |
—
|
—
|
||||||
Comprehensive loss attributable to common
stockholders
|
$
|
(58,511
|
)
|
$
|
(21,355
|
)
|
(h) Fair
Value Measurements
|
Level 1: Inputs are
unadjusted quoted prices in active markets for identical assets and
liabilities that can be accessed at measurement
date.
|
Level 2: Observable
inputs other than those included in Level 1. For example, quoted prices
for similar assets or liabilities in active markets or quoted prices
for identical
|
|
assets or liabilities in inactive markets. | |
Level 3: Unobservable
inputs reflecting management’s own assumptions about the inputs used in
pricing the asset or
liability.
|
Total
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
As
of March 31, 2009
|
||||||||||||||||
Liabilities
subject to fair value measurement:
|
||||||||||||||||
Interest
rate swaps (a)
|
$ | 2,927 | $ | — | $ | 2,927 | $ | — | ||||||||
Employment
agreement award (b)
|
4,204 | — | — | 4,204 | ||||||||||||
Total
|
$ | 7,131 | $ | — | $ | 2,927 | $ | 4,204 | ||||||||
As
of December 31, 2008
|
||||||||||||||||
Liabilities
subject to fair value measurement:
|
||||||||||||||||
Interest
rate swaps (a)
|
$ | 2,983 | $ | — | $ | 2,983 | $ | — | ||||||||
Employment
agreement award (b)
|
4,326 | — | — | 4,326 | ||||||||||||
Total
|
$ | 7,309 | $ | — | $ | 2,983 | $ | 4,326 | ||||||||
(a)
Based on London Interbank Offered Rate (“LIBOR”).
|
||||||||||||||||
(b)
Pursuant to an employment agreement (the “Employment Agreement”) executed
in April 2008, the Chief Executive Officer (“CEO”) will be eligible to
receive an award amount equal to 8% of any proceeds from distributions or
other liquidity events in excess of the return of the Company’s aggregate
investment in TV One. The Company reviewed the factors underlying this
award during the quarter ended March 31, 2009 and at December 31, 2008.
The Company’s obligation to pay the award will be triggered only after the
Company’s recovery of the aggregate amount of its capital contribution in
TV One and only upon actual receipt of distributions of cash or marketable
securities or proceeds from a liquidity event with respect to the
Company’s membership interest in TV One. The CEO was fully vested in the
award upon execution of the Employment Agreement, and the award lapses
upon expiration of the Employment Agreement in April 2011, or earlier if
the CEO voluntarily leaves the Company or is terminated for cause. The
Company engaged a third party valuation firm to perform a fair valuation
of the award. (See Note 6 – Derivative Instruments and
Hedging Activities.)
|
Employment
Agreement Award
|
||||
(In
thousands)
|
||||
Balance
at December 31, 2008
|
$ | 4,326 | ||
Gains
included in earnings (realized/unrealized)
|
(122 | ) | ||
Changes
in Accumulated other comprehensive loss
|
— | |||
Purchases,
issuances, and settlements
|
— | |||
Balance
at March 31, 2009
|
$ | 4,204 | ||
The
amount of total gains for the period included in earnings attributable to
the change in unrealized gains relating to assets and liabilities still
held at the reporting date
|
$ | (122 | ) |
Total
|
Level
1
|
Level
2
|
Level
3
|
Total
Gains
(Losses)
|
||||||||||||||||
(In
millions)
|
||||||||||||||||||||
As
of March 31, 2009
|
||||||||||||||||||||
Non-recurring
assets subject to fair value measurement:
|
||||||||||||||||||||
Goodwill | $ | 137.1 | $ | — | $ | — | $ | 137.1 | $ | — | ||||||||||
Radio
broadcasting licenses
|
714.7 | — | — | 714.7 | (49.0 | ) | ||||||||||||||
Other intangible assets, net | 41.5 | — | — | 41.5 | — | |||||||||||||||
Total
|
$ | 893.3 | $ | — | $ | — | $ | 893.3 | $ | (49.0 | ) |
(i) Impact
of Recently Issued Accounting
Pronouncements
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Net
revenue
|
$
|
—
|
$
|
2,337
|
||||
Station
operating expenses
|
(247
|
)
|
4,046
|
|||||
Depreciation
and amortization
|
—
|
79
|
||||||
Impairment
of long-lived assets
|
—
|
5,076
|
||||||
Other
income
|
—
|
98
|
||||||
Loss
on sale of assets
|
—
|
225
|
||||||
Income
(loss) before income taxes
|
247
|
(6,991
|
)
|
|||||
Provision
for income taxes
|
89
|
830
|
||||||
Income
(loss) from discontinued operations, net of tax
|
$
|
158
|
$
|
(7,821
|
)
|
As
of
|
||||||||
March
31, 2009
|
December 31,
2008
|
|||||||
(In
thousands)
|
||||||||
Currents
assets:
|
||||||||
Accounts
receivable, net of allowance for doubtful accounts
|
$
|
327
|
$
|
303
|
||||
Total
current assets
|
327
|
303
|
||||||
Property
and equipment, net
|
—
|
60
|
||||||
Total
assets
|
$
|
327
|
$
|
363
|
||||
Current
liabilities:
|
||||||||
Other
current liabilities
|
$
|
177
|
$
|
582
|
||||
Total
current liabilities
|
177
|
582
|
||||||
Total
liabilities
|
$
|
177
|
$
|
582
|
Radio
Broadcasting Licenses
|
October
1, 2008
|
February
28, 2009
|
Discount
Rate
|
10.5%
|
10.5%
|
2009
Market Growth Rate Range
|
(8.0)%
|
(13.1)%
- (17.7)%
|
Out-year Market
Growth Rate Range
|
1.5%
- 2.5%
|
1.5%
- 2.5%
|
Market
Share Range
|
1.2%
- 27.0%
|
0.9%
- 27.0%
|
Operating
Profit Margin Range
|
20.0%
- 50.7%
|
14.9%
- 50.7%
|
Goodwill
|
October
1, 2008
|
February
28, 2009
|
Discount
Rate
|
10.5%
|
10.5%
|
2009
Market Growth Rate Range
|
(8.0)%
|
(13.1)%
- (17.7)%
|
Out-year
Market Growth Rate Range
|
1.5%
- 2.5%
|
1.5%
- 2.5%
|
Market
Share Range
|
1.1%
- 23.0%
|
2.8%
- 22.0%
|
Operating
Profit Margin Range
|
18.0%
- 60.0%
|
15.0%
- 61.5%
|
As
of
|
|||||||||
March
31, 2009
|
December
31, 2008
|
Period
of Amortization
|
|||||||
(In
thousands)
|
|||||||||
Trade
names
|
$ | 17,124 | $ | 17,109 |
2-5
Years
|
||||
Talent
agreement
|
19,549 | 19,549 |
10 Years
|
||||||
Debt
financing costs
|
15,590 | 15,586 |
Term
of debt
|
||||||
Intellectual
property
|
13,011 | 13,011 |
4-10
Years
|
||||||
Affiliate
agreements
|
7,769 | 7,769 |
1-10
Years
|
||||||
Acquired
income leases
|
1,282 | 1,282 |
3-9
Years
|
||||||
Non-compete
agreements
|
1,260 | 1,260 |
1-3
Years
|
||||||
Advertiser
agreements
|
6,613 | 6,613 |
2-7
Years
|
||||||
Favorable
office and transmitter leases
|
3,655 | 3,655 |
2-60
Years
|
||||||
Brand
names
|
2,539 | 2,539 |
2.5
Years
|
||||||
Other
intangibles
|
1,241 | 1,241 |
1-5
Years
|
||||||
89,633 | 89,614 | ||||||||
Less:
Accumulated amortization
|
(48,126 | ) | (45,397 | ) | |||||
Other
intangible assets, net
|
$ | 41,507 | $ | 44,217 |
(In
thousands)
|
||||
2009
|
$
|
6,813
|
||
2010
|
$
|
7,243
|
||
2011
|
$
|
6,203
|
||
2012
|
$
|
5,920
|
||
2013
|
$
|
4,843
|
6.
|
DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES:
|
Liability Derivatives
|
|||||||||
|
As of March 31, 2009
|
As of December 31, 2008
|
|||||||
(In
thousands)
|
|||||||||
Balance Sheet Location
|
Fair Value
|
Balance Sheet
Location
|
Fair Value
|
||||||
Derivatives designated as hedging instruments
under SFAS No. 133:
|
|||||||||
Interest
rate swaps
|
Other
Long-Term Liabilities
|
$
|
2,927
|
Other
Long-Term Liabilities
|
$
|
2,983
|
|||
Derivatives not designated as hedging instruments
under SFAS No.133:
|
|
||||||||
Employment
agreement award
|
Other
Long-Term Liabilities
|
$
|
4,204
|
Other
Long-Term Liabilities
|
$
|
4,326
|
|||
Total
derivatives
|
$
|
7,131
|
$
|
7,309
|
Derivatives in
SFAS No. 133 Cash
Flow Hedging Relationships
|
Amount of Gain
(Loss) in Other Comprehensive Income on
Derivative (Effective
Portion)
|
Gain (Loss) Reclassified from
Accumulated Other Comprehensive
Income into Income (Effective
Portion)
|
Gain
(Loss) in Income (Ineffective
Portion and Amount Excluded from
Effectiveness Testing)
|
|||||||||||||||||
Amount
|
Location
|
Amount
|
Location
|
Amount
|
||||||||||||||||
Three
Months Ended March 31,
|
||||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||||
Interest
rate swaps
|
$ | 55 | $ | (3,148 | ) |
Interest
expense
|
$ | - | $ | - |
Interest
expense
|
$ | - | $ | - |
Derivatives Not Designated
as Hedging Instruments Under SFAS No.
133
|
Location of Gain
(Loss)
in Income on Derivative
|
Amount of Gain
(Loss)
in Income on Derivative
|
||||||
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(In
thousands)
|
||||||||
Employment
agreement award
|
Corporate
selling, general and administrative expense
|
$
|
(122
|
)
|
$
|
-
|
Agreement
|
Notional
Amount
|
Expiration
|
Fixed
Rate
|
|||
No. 1
|
$25.0
million
|
June
16, 2010
|
%
|
|||
No. 2
|
$25.0
million
|
June
16, 2012
|
4.47
|
%
|
As
of
|
||||||||
March
31, 2009
|
December
31, 2008
|
|||||||
(In
thousands)
|
||||||||
Credit
Facilities:
|
||||||||
87/8/% Senior
Subordinated Notes due July 2011
|
$
|
101,510
|
$
|
103,951
|
||||
63/8% Senior
Subordinated Notes due February 2013
|
200,000
|
200,000
|
||||||
Senior
bank term debt
|
89,131
|
164,701
|
||||||
Senior
bank revolving debt
|
286,500
|
206,500
|
||||||
Capital
lease
|
57
|
210
|
||||||
Total
long-term debt
|
677,198
|
675,362
|
||||||
Less:
current portion
|
26,518
|
43,807
|
||||||
Long-term
debt, net of current portion
|
$
|
650,680
|
$
|
631,555
|
Senior
Subordinated Notes
|
Credit
Facilities and Other
|
|||||||
(In
thousands)
|
||||||||
April —
December 2009
|
$
|
—
|
$
|
19,554
|
||||
2010
|
—
|
27,854
|
||||||
2011
|
101,510
|
328,280
|
||||||
2012
|
—
|
—
|
||||||
2013
|
200,000
|
—
|
||||||
2014
and thereafter
|
—
|
—
|
||||||
Total
long-term debt
|
$
|
301,510
|
$
|
375,688
|
Number
of Options
|
Weighted-Average
Exercise Price
|
Weighted-Average
Remaining Contractual Term
|
Aggregate
Intrinsic Value
|
||||||||||
(In
years)
|
|||||||||||||
Balance
as of December 31, 2008
|
5,547,000
|
$
|
9.64
|
—
|
—
|
||||||||
Granted
|
—
|
—
|
—
|
—
|
|||||||||
Exercised
|
—
|
—
|
—
|
—
|
|||||||||
Forfeited,
Cancelled
|
7,000
|
$ |
15.80
|
—
|
—
|
||||||||
Balance
as of March 31, 2009
|
5,540,000
|
$
|
9.37
|
6.47
|
—
|
||||||||
Vested
and expected to vest as of March 31, 2009
|
5,162,000
|
$
|
9.76
|
6.33
|
—
|
||||||||
Unvested
as of March 31, 2009
|
2,098,000
|
$
|
2.42
|
8.91
|
—
|
||||||||
Exercisable
as of March 31, 2009
|
3,442,000
|
$
|
14.25
|
4.76
|
—
|
Number
of Restricted
Shares
|
Weighted-Average
Fair Value at Grant Date
|
|||||||
Unvested
as of December 31, 2008
|
628,000
|
$
|
2.14
|
|||||
Granted
|
—
|
$
|
—
|
|||||
Vested
|
52,000
|
$
|
4.55
|
|||||
Forfeited,
Cancelled, Expired
|
—
|
$
|
—
|
|||||
Unvested
as of March 31, 2009
|
576,000
|
$
|
1.92
|
Three
Months Ended March 31,
|
|||||||||||||
2009
|
2008
|
||||||||||||
(Unaudited)
|
|||||||||||||
(As
Adjusted – See Note 1)
|
|||||||||||||
(In
thousands)
|
|||||||||||||
Net
Revenue:
|
|||||||||||||
Radio
Broadcasting
|
$
|
57,834
|
$
|
72,683
|
|||||||||
Internet/Publishing
|
3,824
|
850
|
|||||||||||
Corporate/Eliminations/Other
|
(987
|
)
|
(1,035
|
)
|
|||||||||
Consolidated
|
$
|
60,671
|
$
|
72,498
|
|||||||||
Operating
Expenses (excluding impairment charges and including stock-based
compensation):
|
|||||||||||||
Radio
Broadcasting
|
$
|
40,851
|
$
|
44,060
|
|||||||||
Internet/Publishing
|
6,737
|
3,280
|
|||||||||||
Corporate/Eliminations/Other
|
2,188
|
2,905
|
|||||||||||
Consolidated
|
$
|
49,776
|
$
|
50,245
|
|||||||||
Depreciation
and Amortization:
|
|||||||||||||
Radio
Broadcasting
|
$
|
3,370
|
$
|
3,232
|
|||||||||
Internet/Publishing
|
1,593
|
26
|
|||||||||||
Corporate/Eliminations/Other
|
292
|
406
|
|||||||||||
Consolidated
|
$
|
5,255
|
$
|
3,664
|
|||||||||
Impairment
of Long-Lived Assets:
|
|||||||||||||
Radio
Broadcasting
|
$
|
48,953
|
$
|
-
|
|||||||||
Internet/Publishing
|
-
|
-
|
|||||||||||
Corporate/Eliminations/Other
|
-
|
-
|
|||||||||||
Consolidated
|
$
|
48,953
|
$
|
-
|
|||||||||
Operating
loss:
|
|||||||||||||
Radio
Broadcasting
|
$
|
(35,340
|
)
|
$
|
25,392
|
||||||||
Internet/Publishing
|
(4,506
|
)
|
(2,455
|
)
|
|||||||||
Corporate/Eliminations/Other
|
(3,467
|
)
|
(4,347
|
)
|
|||||||||
Consolidated
|
$
|
(43,313
|
)
|
$
|
18,590
|
||||||||
As
of
|
|||||||||||||
March
31, 2009
|
December
31, 2008
|
||||||||||||
Total
Assets:
|
|||||||||||||
Radio
Broadcasting
|
$
|
1,107,252
|
$
|
1,169,925
|
|||||||||
Internet/Publishing
|
39,592
|
43,001
|
|||||||||||
Corporate/Eliminations/Other
|
(87,280
|
)
|
(87,449
|
)
|
|||||||||
Consolidated
|
$
|
1,059,564
|
$
|
1,125,477
|
Combined
Guarantor
Subsidiaries
|
Radio
One, Inc.
|
Eliminations
|
Consolidated
|
||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||
(In
thousands)
|
|||||||||||||||
NET
REVENUE
|
$
|
26,200
|
$
|
34,471
|
$
|
—
|
$
|
60,671
|
|||||||
OPERATING
EXPENSES:
|
|||||||||||||||
Programming
and technical
|
10,102
|
10,515
|
—
|
20,617
|
|||||||||||
Selling,
general and administrative
|
13,164
|
10,505
|
—
|
23,669
|
|||||||||||
Corporate
selling, general and administrative
|
—
|
5,490
|
—
|
5,490
|
|||||||||||
Depreciation
and amortization
|
3,006
|
2,249
|
—
|
5,255
|
|||||||||||
Impairment
of long-lived assets
|
37,424
|
11,529
|
48,953
|
||||||||||||
Total
operating expenses
|
63,696
|
40,288
|
—
|
103,984
|
|||||||||||
Operating
loss
|
(37,496
|
)
|
(5,817
|
)
|
—
|
(43,313)
|
|||||||||
INTEREST
INCOME
|
—
|
18
|
—
|
18
|
|||||||||||
INTEREST
EXPENSE
|
2
|
10,777
|
—
|
10,779
|
|||||||||||
GAIN
ON RETIREMENT OF DEBT
|
—
|
1,221
|
1,221
|
||||||||||||
EQUITY
IN INCOME OF AFFILIATED COMPANY
|
—
|
1,150
|
—
|
1,150
|
|||||||||||
OTHER
INCOME (EXPENSE)
|
76
|
(26)
|
—
|
50
|
|||||||||||
Loss
before provision for income taxes, noncontrolling interest in income of
subsidiaries and discontinued operations
|
(37,422
|
)
|
(14,231
|
)
|
—
|
(51,653
|
)
|
||||||||
PROVISION
FOR INCOME TAXES
|
175
|
6,896
|
—
|
7,071
|
|||||||||||
Net
loss before equity in income of subsidiaries and discontinued
operations
|
(37,597
|
)
|
(21,127
|
)
|
—
|
(58,724
|
)
|
||||||||
EQUITY
IN LOSS OF SUBSIDIARIES
|
—
|
(37,664
|
)
|
37,664
|
—
|
||||||||||
Net
loss from continuing operations
|
(37,597
|
)
|
(58,791
|
)
|
37,664
|
(58,724
|
)
|
||||||||
(LOSS)
INCOME FROM DISCONTINUED OPERATIONS, net of tax
|
(67
|
)
|
225
|
—
|
158
|
||||||||||
Consolidated
net loss
|
(37,664
|
)
|
(58,566
|
)
|
37,664
|
(58,566
|
)
|
||||||||
NONCONTROLLING
INTEREST IN INCOME OF SUBSIDIARIES
|
—
|
871
|
—
|
871
|
|||||||||||
Net
loss attributable to common stockholders
|
$
|
(37,664
|
)
|
$
|
(59,437
|
)
|
$
|
37,664
|
$
|
(59,437
|
)
|
Combined
Guarantor Subsidiaries
|
Radio
One, Inc.
|
Eliminations
|
Consolidated
|
|||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||
(As
Adjusted – See Note 1)
|
||||||||||||||
(In
thousands)
|
||||||||||||||
NET
REVENUE
|
$
|
31,966
|
$
|
40,532
|
$
|
—
|
$
|
72,498
|
||||||
OPERATING
EXPENSES:
|
||||||||||||||
Programming
and technical
|
8,349
|
10,716
|
—
|
19,065
|
||||||||||
Selling,
general and administrative
|
13,224
|
11,425
|
—
|
24,649
|
||||||||||
Corporate
selling, general and administrative
|
—
|
6,530
|
—
|
6,530
|
||||||||||
Depreciation
and amortization
|
1,453
|
2,211
|
—
|
3,664
|
||||||||||
Total
operating expenses
|
23,026
|
30,882
|
—
|
53,908
|
||||||||||
Operating
income
|
8,940
|
9,650
|
—
|
18,590
|
||||||||||
INTEREST
INCOME
|
—
|
201
|
—
|
201
|
||||||||||
INTEREST
EXPENSE
|
—
|
17,259
|
—
|
17,259
|
||||||||||
EQUITY
IN LOSS OF AFFILIATED COMPANY
|
—
|
2,829
|
—
|
2,829
|
||||||||||
OTHER
EXPENSE, net
|
—
|
11
|
—
|
11
|
||||||||||
Income
(Loss) before provision for income taxes, noncontrolling interest in
income of subsidiaries and income (loss) from discontinued
operations
|
8,940
|
(10,248
|
)
|
—
|
(1,308
|
)
|
||||||||
PROVISION
FOR INCOME TAXES
|
6,008
|
2,890
|
—
|
8,898
|
||||||||||
Net
income (loss) before equity in income of subsidiaries and income (loss)
from discontinued operations
|
2,932
|
(13,138
|
)
|
—
|
(10,206
|
)
|
||||||||
EQUITY
IN INCOME OF SUBSIDIARIES
|
—
|
3,075
|
(3,075
|
)
|
—
|
|||||||||
Net
income (loss) from continuing operations
|
2,932
|
(10,063
|
)
|
(3,075
|
)
|
(10,206
|
)
|
|||||||
INCOME
(LOSS) FROM DISCONTINUED OPERATIONS, net of tax
|
143
|
(7,964
|
)
|
—
|
(7,821
|
)
|
||||||||
Consolidated
net income (loss)
|
3,075
|
(18,027
|
)
|
(3,075
|
)
|
(18,027
|
)
|
|||||||
NONCONTROLLING
INTEREST IN INCOME OF SUBSIDIARIES
|
—
|
823
|
—
|
823
|
||||||||||
Net
income (loss) attributable to common stockholders
|
$
|
3,075
|
$
|
(18,850
|
)
|
$
|
(3,075
|
)
|
$
|
(18,850
|
)
|
Combined
Guarantor
Subsidiaries
|
Radio
One,
Inc.
|
Eliminations
|
Consolidated
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
ASSETS
|
||||||||||||||||
CURRENT
ASSETS:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
290
|
$
|
20,012
|
$
|
—
|
$
|
20,302
|
||||||||
Trade
accounts receivable, net of allowance for doubtful
accounts
|
20,666
|
19,906
|
—
|
40,572
|
||||||||||||
Prepaid
expenses and other current assets
|
2,179
|
2,253
|
—
|
4,432
|
||||||||||||
Deferred
tax assets
|
—
|
108
|
—
|
108
|
||||||||||||
Current
assets from discontinued operations
|
187
|
140
|
—
|
327
|
||||||||||||
Total
current assets
|
23,322
|
42,419
|
—
|
65,741
|
||||||||||||
PROPERTY
AND EQUIPMENT, net
|
26,615
|
19,501
|
—
|
46,116
|
||||||||||||
INTANGIBLE
ASSETS, net
|
588,210
|
305,116
|
—
|
893,326
|
||||||||||||
INVESTMENT
IN SUBSIDIARIES
|
—
|
620,257
|
(620,257
|
)
|
—
|
|||||||||||
INVESTMENT
IN AFFILIATED COMPANY
|
—
|
49,420
|
—
|
49,420
|
||||||||||||
OTHER
ASSETS
|
326
|
4,635
|
—
|
4,961
|
||||||||||||
Total
assets
|
$
|
638,473
|
$
|
1,041,348
|
$
|
(620,257
|
)
|
$
|
1,059,564
|
|||||||
LIABILITIES
AND EQUITY
|
||||||||||||||||
CURRENT
LIABILITIES:
|
||||||||||||||||
Accounts
payable
|
$
|
1,510
|
$
|
1,570
|
$
|
—
|
$
|
3,080
|
||||||||
Accrued
interest
|
—
|
4,241
|
—
|
4,241
|
||||||||||||
Accrued
compensation and related benefits
|
3,697
|
6,638
|
—
|
10,335
|
||||||||||||
Income
taxes payable
|
—
|
1,448
|
1,448
|
|||||||||||||
Other
current liabilities
|
5,073
|
4,969
|
—
|
10,042
|
||||||||||||
Current portion of long-term debt | 57 | 26,461 |
—
|
26,518
|
||||||||||||
Current
liabilities from discontinued operations
|
30
|
147
|
—
|
177
|
||||||||||||
Total
current liabilities
|
10,367
|
45,474
|
—
|
55,841
|
||||||||||||
LONG-TERM
DEBT, net of current portion
|
—
|
650,680
|
—
|
650,680
|
||||||||||||
OTHER
LONG-TERM LIABILITIES
|
1,608 | 8,869 | --- | 10,477 | ||||||||||||
DEFERRED
INCOME TAX LIABILITIES
|
6,241
|
85,721
|
—
|
91,962
|
||||||||||||
Total
liabilities
|
18,216
|
790,744
|
—
|
808,960
|
||||||||||||
STOCKHOLDERS’
EQUITY:
|
||||||||||||||||
Common
stock
|
—
|
65
|
—
|
65
|
||||||||||||
Accumulated
other comprehensive loss
|
—
|
(2,926
|
)
|
—
|
(2,926
|
)
|
||||||||||
Additional
paid-in capital
|
289,373
|
1,027,575
|
(289,373
|
)
|
1,027,575
|
|||||||||||
Retained
earnings (accumulated deficit)
|
330,884
|
(776,962
|
)
|
(330,884
|
)
|
(776,962
|
)
|
|||||||||
Total
stockholders’ equity
|
620,257
|
247,752
|
(620,257
|
)
|
247,752
|
|||||||||||
Noncontrolling
interest
|
—
|
2,852
|
—
|
2,852
|
||||||||||||
Total
equity
|
620,257
|
250,604
|
(620,257
|
)
|
250,604
|
|||||||||||
Total
liabilities and equity
|
$
|
638,473
|
$
|
1,041,348
|
$
|
(620,257
|
)
|
$
|
1,059,564
|
RADIO
ONE, INC. AND SUBSIDIARIES
|
||||||||||||||||
CONSOLIDATING
BALANCE SHEETS
|
||||||||||||||||
AS
OF DECEMBER 31, 2008
|
||||||||||||||||
Combined
|
||||||||||||||||
Guarantor
|
Radio
One,
|
|||||||||||||||
Subsidiaries
|
Inc.
|
Eliminations
|
Consolidated
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
ASSETS
|
||||||||||||||||
CURRENT
ASSETS:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
2,601
|
$
|
19,688
|
$
|
-
|
$
|
22,289
|
||||||||
Trade
accounts receivable, net of allowance for doubtful
accounts
|
25,930
|
24,007
|
-
|
49,937
|
||||||||||||
Prepaid
expenses and other current assets
|
1,941
|
3,619
|
-
|
5,560
|
||||||||||||
Deferred tax
assets
|
-
|
108
|
-
|
108
|
||||||||||||
Current
assets from discontinued operations
|
246
|
57
|
-
|
303
|
||||||||||||
Total
current assets
|
30,718
|
47,479
|
-
|
78,197
|
||||||||||||
PROPERTY
AND EQUIPMENT, net
|
28,161
|
20,441
|
-
|
48,602
|
||||||||||||
INTANGIBLE
ASSETS, net
|
626,725
|
318,244
|
-
|
944,969
|
||||||||||||
INVESTMENT
IN SUBSIDIARIES
|
-
|
669,308
|
(669,308
|
)
|
-
|
|||||||||||
INVESTMENT
IN AFFILIATED COMPANY
|
-
|
47,852
|
-
|
47,852
|
||||||||||||
OTHER
ASSETS
|
413
|
5,384
|
-
|
5,797
|
||||||||||||
NON-CURRENT
ASSESTS FROM DISCONTINUED OPERATIONS
|
60
|
-
|
-
|
60
|
||||||||||||
Total
assets
|
$
|
686,077
|
$
|
1,108,708
|
$
|
(669,308
|
)
|
$
|
1,125,477
|
|||||||
LIABILITIES
AND EQUITY
|
||||||||||||||||
CURRENT
LIABILITIES:
|
||||||||||||||||
Accounts
payable
|
$
|
1,882
|
$
|
1,809
|
$
|
-
|
$
|
3,691
|
||||||||
Accrued
interest
|
-
|
10,082
|
-
|
10,082
|
||||||||||||
Accrued
compensation and related benefits
|
3,042
|
7,492
|
-
|
10,534
|
||||||||||||
Income
taxes payable
|
-
|
30
|
-
|
30
|
||||||||||||
Other
current liabilities
|
5,364
|
7,113
|
-
|
12,477
|
||||||||||||
Current
portion of long-term debt
|
210
|
43,597
|
-
|
43,807
|
||||||||||||
Current
liabilities from discontinued operations
|
30
|
552
|
-
|
582
|
||||||||||||
Total
current liabilities
|
10,528
|
70,675
|
-
|
81,203
|
||||||||||||
LONG-TERM
DEBT, net of current portion
|
-
|
631,555
|
-
|
631,555
|
||||||||||||
OTHER
LONG-TERM LIABILITIES
|
-
|
11,008
|
-
|
11,008
|
||||||||||||
DEFERRED TAX
LIABILITIES
|
6,241
|
79,995
|
-
|
86,236
|
||||||||||||
Total
liabilities
|
16,769
|
793,233
|
-
|
810,002
|
||||||||||||
STOCKHOLDERS’
EQUITY:
|
||||||||||||||||
Common
stock
|
-
|
79
|
-
|
79
|
||||||||||||
Accumulated
other comprehensive loss
|
-
|
(2,981
|
)
|
-
|
(2,981
|
)
|
||||||||||
Additional
paid-in capital
|
301,002
|
1,033,921
|
(301,002
|
)
|
1,033,921
|
|||||||||||
Retained
earnings (accumulated deficit)
|
368,306
|
(717,525
|
)
|
(368,306
|
)
|
(717,525
|
)
|
|||||||||
Total
stockholders’ equity
|
669,308
|
313,494
|
(669,308
|
)
|
313,494
|
|||||||||||
Noncontrolling
interest
|
-
|
1,981
|
-
|
1,981
|
||||||||||||
Total
equity
|
669,308
|
315,475
|
(669,308
|
)
|
315,475
|
|||||||||||
Total
liabilities and equity
|
$
|
686,077
|
$
|
1,108,708
|
$
|
(669,308
|
)
|
$
|
1,125,477
|
RADIO
ONE, INC. AND SUBSIDIARIES
|
|||||||||||||||
CONSOLIDATING
STATEMENT OF CASH FLOWS
|
|||||||||||||||
FOR
THE THREE MONTHS ENDED MARCH 31, 2009
|
|||||||||||||||
Combined
|
|||||||||||||||
Guarantor
|
|
||||||||||||||
Subsidiaries
|
Radio
One, Inc.
|
Eliminations
|
Consolidated
|
||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||
(In
thousands)
|
|||||||||||||||
CASH
FLOWS FROM (USED IN) OPERATING ACTIVITIES:
|
|||||||||||||||
Net
loss attributable to common stockholders
|
$
|
(37,664
|
)
|
$
|
(59,437
|
)
|
$
|
37,664
|
$
|
(59,437
|
)
|
||||
Noncontrolling
interest in income of subsidiaries
|
—
|
871
|
—
|
871
|
|||||||||||
Consolidated
net loss
|
(37,664
|
)
|
(58,566
|
)
|
37,664
|
(58,566
|
)
|
||||||||
Adjustments
to reconcile consolidated net loss to net cash from operating
activities:
|
|||||||||||||||
Depreciation
and amortization
|
3,006
|
2,249
|
—
|
5,255
|
|||||||||||
Amortization
of debt financing costs
|
—
|
602
|
—
|
602
|
|||||||||||
Deferred
income taxes
|
—
|
5,726
|
—
|
5,726
|
|||||||||||
Impairment
of long-lived assets
|
37,424
|
11,529
|
—
|
48,953
|
|||||||||||
Equity
in income of affiliated company
|
—
|
(1,150
|
)
|
—
|
(1,150
|
)
|
|||||||||
Stock-based
compensation and other non-cash compensation
|
—
|
483
|
—
|
483
|
|||||||||||
Gain
on retirement of debt
|
—
|
(1,221
|
)
|
—
|
(1,221
|
)
|
|||||||||
Amortization
of contract inducement and termination fee
|
(240
|
)
|
(234
|
)
|
—
|
(474
|
)
|
||||||||
Effect
of change in operating assets and liabilities, net of assets
acquired:
|
|||||||||||||||
Trade
accounts receivable, net
|
5,264
|
4,101
|
—
|
9,365
|
|||||||||||
Prepaid
expenses and other current assets
|
(238
|
)
|
1,366
|
—
|
1,128
|
||||||||||
Other
assets
|
86
|
751
|
—
|
837
|
|||||||||||
Due
to corporate/from subsidiaries
|
(8,948
|
)
|
8,948
|
—
|
—
|
||||||||||
Accounts
payable
|
(372
|
)
|
(239
|
)
|
—
|
(611
|
)
|
||||||||
Accrued
interest
|
—
|
(5,841
|
)
|
—
|
(5,841
|
)
|
|||||||||
Accrued
compensation and related benefits
|
655
|
(854
|
)
|
—
|
(199
|
)
|
|||||||||
Income
taxes payable
|
—
|
1,418
|
—
|
1,418
|
|||||||||||
Other
liabilities
|
1,317
|
(4,283
|
)
|
—
|
(2,966
|
)
|
|||||||||
Net
cash flows provided from operating activities from discontinued
operations
|
—
|
247
|
—
|
247
|
|||||||||||
Net
cash flows provided from (used in) operating activities
|
290
|
(34,968
|
)
|
37,664
|
2,986
|
||||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||||||||||
Purchase
of property and equipment
|
—
|
(1,148
|
)
|
—
|
(1,148
|
)
|
|||||||||
Investment
in subsidiaries
|
—
|
37,664
|
(37,664
|
)
|
—
|
||||||||||
Purchase
of other intangible assets
|
—
|
(39
|
)
|
—
|
(39
|
)
|
|||||||||
Net
cash flows provided from investing activities
|
—
|
36,477
|
(37,664
|
)
|
(1,187
|
)
|
|||||||||
CASH
FLOWS USED IN FINANCING ACTIVITIES:
|
—
|
||||||||||||||
Repayment
of other debt
|
—
|
(153
|
)
|
—
|
(153
|
)
|
|||||||||
Repurchase
of senior subordinated notes
|
—
|
(1,220
|
)
|
—
|
(1,220
|
)
|
|||||||||
Repayment
of credit facility
|
—
|
(75,570
|
)
|
—
|
(75,570
|
)
|
|||||||||
Proceeds
from credit facility
|
—
|
80,000
|
—
|
80,000
|
|||||||||||
Repurchase
of common stock
|
—
|
(6,843
|
)
|
—
|
(6,843
|
)
|
|||||||||
Net
cash flows used in financing activities
|
—
|
(3,786
|
)
|
—
|
(3,786
|
)
|
|||||||||
INCREASE
IN CASH AND CASH EQUIVALENTS
|
290
|
(2,277
|
)
|
—
|
(1,987
|
) | |||||||||
CASH
AND CASH EQUIVALENTS, beginning of period
|
2,601
|
19,688
|
—
|
22,289
|
|||||||||||
CASH
AND CASH EQUIVALENTS, end of period
|
$
|
2,891
|
$
|
17,411
|
$
|
—
|
$
|
20,302
|
|||||||
The
accompanying notes are an integral part of these consolidated financial
statements.
|
Combined
Guarantor
Subsidiaries
|
Radio
One, Inc.
|
Eliminations
|
Consolidated
|
||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||
(As
Adjusted – See Note 1)
|
|||||||||||||||
(In
thousands)
|
|||||||||||||||
CASH
FLOWS USED IN OPERATING ACTIVITIES:
|
|||||||||||||||
Net
income (loss) attributable to common stockholders
|
$
|
3,075
|
$
|
(18,850
|
)
|
$
|
(3,075
|
)
|
$
|
(18,850
|
)
|
||||
Noncontrolling
interest in income of subsidiaries
|
—
|
823
|
—
|
823
|
|||||||||||
Consolidated
net income (loss)
|
3,075
|
(18,027
|
)
|
(3,075
|
)
|
(18,027
|
)
|
||||||||
Adjustments
to reconcile net income (loss) to net cash from operating
activities:
|
|||||||||||||||
Depreciation
and amortization
|
1,453
|
2,211
|
—
|
3,664
|
|||||||||||
Amortization
of debt financing costs
|
—
|
689
|
—
|
689
|
|||||||||||
Deferred
income taxes
|
—
|
8,997
|
—
|
8,997
|
|||||||||||
Equity
in net loss of affiliated company
|
—
|
2,829
|
—
|
2,829
|
|||||||||||
Stock-based
compensation and other compensation
|
148
|
220
|
—
|
368
|
|||||||||||
Amortization
of contract inducement and termination fee
|
(224
|
)
|
(291
|
)
|
—
|
(515
|
)
|
||||||||
Change
in interest due on stock subscriptions receivable
|
—
|
(5
|
)
|
—
|
(5
|
)
|
|||||||||
Effect
of change in operating assets and liabilities, net of assets
acquired:
|
|||||||||||||||
Trade
accounts receivable
|
533
|
2,870
|
—
|
3,403
|
|||||||||||
Prepaid
expenses and other current assets
|
431
|
703
|
—
|
1,134
|
|||||||||||
Other
assets
|
—
|
(976
|
)
|
—
|
(976
|
)
|
|||||||||
Due
to corporate/from subsidiaries
|
(3,386
|
)
|
3,386
|
—
|
—
|
||||||||||
Accounts
payable
|
(715
|
)
|
(913
|
)
|
—
|
(1,628
|
)
|
||||||||
Accrued
interest
|
—
|
(9,986
|
)
|
—
|
(9,986
|
)
|
|||||||||
Accrued
compensation and related benefits
|
512
|
(1,745
|
)
|
—
|
(1,233
|
)
|
|||||||||
Income
taxes payable
|
—
|
716
|
—
|
716
|
|||||||||||
Other
liabilities
|
2,139
|
(2,942
|
)
|
—
|
(803
|
)
|
|||||||||
Net
cash from (used in) from operating activities of discontinued
operations
|
(4,721
|
)
|
10,488
|
—
|
5,767
|
||||||||||
Net
cash flows used in operating activities
|
(755
|
)
|
(1,776
|
)
|
(3,075
|
)
|
(5,606
|
)
|
|||||||
CASH
FLOWS FROM (USED IN) INVESTING ACTIVITIES:
|
|||||||||||||||
Purchase
of property and equipment
|
—
|
(3,270
|
)
|
—
|
(3,270
|
)
|
|||||||||
Equity
investments
|
—
|
(997
|
)
|
—
|
(997
|
)
|
|||||||||
Investment
in subsidiaries
|
—
|
(3,075
|
)
|
3,075
|
—
|
||||||||||
Purchase
of other intangible assets
|
—
|
(221
|
)
|
—
|
(221
|
)
|
|||||||||
Deposits
for station equipment and purchases and other assets
|
—
|
(517
|
)
|
—
|
(517
|
)
|
|||||||||
Net
cash from investing activities of discontinued operations
|
3
|
(3
|
)
|
—
|
—
|
||||||||||
Net
cash flows from (used in) investing activities
|
3
|
(8,083
|
)
|
3,075
|
(5,005
|
)
|
|||||||||
CASH
FLOWS USED IN FINANCING ACTIVITIES:
|
|||||||||||||||
Repayment
of other debt
|
—
|
(490
|
)
|
—
|
(490
|
)
|
|||||||||
Proceeds
from credit facility
|
—
|
10,000
|
—
|
10,000
|
|||||||||||
Repayment
of credit facility
|
—
|
(11,500
|
)
|
—
|
(11,500
|
)
|
|||||||||
Payment
of dividend to noncontrolling interest shareholders
|
—
|
(3,916
|
)
|
—
|
(3,916
|
)
|
|||||||||
Net
cash flows used in financing activities
|
—
|
(5,906
|
)
|
—
|
(5,906
|
)
|
|||||||||
DECREASE
IN CASH AND CASH EQUIVALENTS
|
(752
|
)
|
(15,765
|
)
|
—
|
(16,517
|
)
|
||||||||
CASH
AND CASH EQUIVALENTS, beginning of period
|
822
|
23,425
|
—
|
24,247
|
|||||||||||
CASH
AND CASH EQUIVALENTS, end of period
|
$
|
70
|
$
|
7,660
|
$
|
—
|
$
|
7,730
|
Three
Months Ended March 31,
|
|||||||
2009
|
2008
|
||||||
(As
Adjusted – See Note 1 of our Consolidated Financial
Statements)
|
|||||||
(In
thousands, except margin data)
|
|||||||
Net
revenue
|
$
|
60,671
|
$
|
72,498
|
|||
Station
operating
income
|
16,511
|
28,989
|
|||||
Station
operating income
margin
|
27.2
|
%
|
40.0
|
%
|
|||
Net
loss attributable to common
stockholders
|
$
|
(59,437
|
)
|
$
|
(18,850
|
)
|
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
(As
Adjusted – See Note 1 of our Consolidated Financial
Statements)
|
||||||||
(In
thousands)
|
||||||||
Net
loss attributable to common stockholders
|
$
|
(59,437
|
)
|
$
|
(18,850
|
)
|
||
Add
back non-station operating income items included in net
loss:
|
||||||||
Interest
income
|
(18
|
)
|
(201
|
)
|
||||
Interest
expense
|
10,779
|
17,259
|
||||||
Provision
for income taxes
|
7,071
|
8,898
|
||||||
Corporate
selling, general and administrative, excluding stock-based
compensation
|
5,133
|
6,407
|
||||||
Stock-based
compensation
|
483
|
328
|
||||||
Gain
on retirement of debt
|
(1,221
|
)
|
—
|
|||||
Equity
in (income) loss of affiliated company
|
(1,150
|
)
|
2,829
|
|||||
Other
(income) expense, net
|
(50
|
)
|
11
|
|||||
Depreciation
and amortization
|
5,255
|
3,664
|
||||||
Noncontrolling
interest in income of subsidiaries
|
871
|
823
|
||||||
Impairment
of long-lived assets
|
48,953
|
—
|
||||||
(Income)
loss from discontinued operations, net of tax
|
(158
|
)
|
7,821
|
|||||
Station
operating income
|
$
|
16,511
|
$
|
28,989
|
Three
Months Ended March 31,
|
||||||||||||
2009
|
2008
(1) (2)
|
Increase/(Decrease)
|
||||||||||
(Unaudited)
|
||||||||||||
Statements
of Operations:
|
||||||||||||
Net
revenue
|
$
|
60,671
|
$
|
72,498
|
$
|
(11,827
|
)
|
(16.3
|
)%
|
|||
Operating
expenses:
|
||||||||||||
Programming
and technical, excluding stock-based compensation
|
20,586
|
19,032
|
1,554
|
8.2
|
||||||||
Selling,
general and administrative, excluding stock-based
compensation
|
23,574
|
24,477
|
(903
|
)
|
(3.7
|
)
|
||||||
Corporate
selling, general and administrative, excluding stock-based
compensation
|
5,133
|
6,407
|
(1,274
|
)
|
(19.9
|
)
|
||||||
Stock-based
compensation
|
483
|
328
|
155
|
47.3
|
||||||||
Depreciation
and amortization
|
5,255
|
3,664
|
1,591
|
43.4
|
||||||||
Impairment
of long-lived assets
|
48,953
|
—
|
48,953
|
—
|
||||||||
Total
operating expenses
|
103,984
|
53,908
|
50,076
|
92.9
|
||||||||
Operating
(loss) income
|
(43,313
|
)
|
18,590
|
(61,903
|
)
|
(333.0
|
)
|
|||||
Interest
income
|
18
|
201
|
(183
|
)
|
(91.0
|
)
|
||||||
Interest
expense
|
10,779
|
17,259
|
(6,480
|
)
|
(37.5
|
)
|
||||||
Gain
on retirement of debt
|
1,221
|
—
|
1,221
|
—
|
||||||||
Equity
in income (loss) of affiliated company
|
1,150
|
(2,829
|
)
|
3,979
|
140.7
|
|||||||
Other
income (expense), net
|
50
|
(11
|
)
|
61
|
554.5
|
|||||||
Loss
before provision for income taxes, noncontrolling interest in income of
subsidiaries and discontinued operations
|
(51,653
|
)
|
(1,308
|
)
|
(50,345
|
)
|
(3,849.0
|
)
|
||||
Provision
for income taxes
|
7,071
|
8,898
|
(1,827
|
)
|
(20.5
|
)
|
||||||
Net
loss from continuing operations
|
(58,724
|
)
|
(10,206
|
)
|
(48,518
|
)
|
(475.4
|
)
|
||||
Income
(loss) from discontinued operations, net of tax
|
158
|
(7,821
|
)
|
(7,979
|
)
|
(102.0
|
)
|
|||||
Consolidated
net loss
|
(58,566
|
)
|
(18,027
|
)
|
(40,539
|
)
|
(224.9
|
)
|
||||
Noncontrolling
interest in income of subsidiaries
|
871
|
823
|
48
|
5.8
|
||||||||
Net
loss attributable to common stock holders
|
$
|
(59,437
|
)
|
$
|
(18,850
|
)
|
$
|
(40,587
|
)
|
(215.3
|
)%
|
(1)
|
||
(2)
|
During
the second quarter of 2008, Radio One was advised that prior period
financial statements of TV One, LLC (“TV One”), an affiliate accounted for
under the equity method, had been restated to correct certain errors that
affected the reported amount of members’ equity and
liabilities. These restatement adjustments had a corresponding
effect on the Company’s share of the earnings of TV One reported in prior
periods. We have adjusted certain previously reported amounts
in the accompanying 2008 interim consolidated financial
statements.
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$60,671
|
$72,498
|
$(11,827)
|
(16.3)%
|
Programming
and technical, excluding stock-based
compensation
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$20,586
|
$19,032
|
$1,554
|
8.2%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$23,574
|
$24,477
|
$(903)
|
(3.7)%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$5,133
|
$6,407
|
$(1,274)
|
(19.9)%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$483
|
$328
|
$155
|
47.3%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$5,255
|
$3,664
|
$1,591
|
43.4%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$48,953
|
$
-
|
$48,953
|
-
%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$18
|
$201
|
$(183)
|
(91.0)%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$10,779
|
$17,259
|
$(6,480)
|
(37.5)%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$1,221
|
$
-
|
$1,221
|
-
%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$1,150
|
$(2,829)
|
$3,979
|
140.7%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$7,071
|
$8,898
|
$(1,827)
|
(20.5)%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$158
|
$(7,821)
|
$(7,979)
|
(102.0)%
|
Three
Months Ended March 31,
|
Increase/(Decrease)
|
|||
2009
|
2008
|
|||
$871
|
$823
|
$48
|
5.8%
|
Type
of Debt
|
Amount
Outstanding
|
Applicable
Interest Rate
|
||||||
(In
millions)
|
||||||||
Senior
bank term debt (swap matures June 16, 2010)(1)
|
$
|
25.0
|
5.77
|
%
|
||||
Senior
bank term debt (swap matures June 16, 2012)(1)
|
$
|
25.0
|
5.97
|
%
|
||||
Senior
bank term debt (subject to variable interest rates)(2)
|
$
|
39.1
|
2.88
|
%
|
||||
Senior
bank revolving debt (subject to variable interest
rates)(3)
|
$
|
286.5
|
2.06
|
%
|
||||
87/8% Senior
Subordinated Notes (fixed rate)
|
$
|
101.5
|
8.88
|
%
|
||||
63/8% Senior
Subordinated Notes (fixed rate)
|
$
|
200.0
|
6.38
|
%
|
(1)
|
A
total of $50.0 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 1.5% and is
incorporated into the applicable interest rates set forth
above.
|
(2)
|
Subject
to rolling three month LIBOR plus a spread currently at 1.50%;
incorporated into the applicable interest rate set forth
above.
|
(3)
|
Subject
to rolling three month and six month LIBOR plus a spread currently at
1.50%; incorporated into the applicable interest rate set forth
above.
|
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Net
cash flows provided from (used in) from operating
activities
|
$
|
2,986
|
$
|
(5,606
|
)
|
|||
Net
cash flows used in investing activities
|
$
|
(1,187
|
)
|
$
|
(5,005
|
)
|
||
Net
cash flows used in financing activities
|
$
|
(3,786
|
)
|
$
|
(5,906
|
)
|
Stock-Based
Compensation
|
Goodwill and Radio Broadcasting
Licenses
|
Impairment
of Intangible Assets Excluding Goodwill and Radio Broadcasting
Licenses
|
Revenue
Recognition
|
Equity
Accounting
|
Contingencies
and Litigation
|
Estimate
of Effective Tax Rates
|
|
Contractual
Obligations Schedule
|
Payments
Due by Period
|
||||||||||||||||||||||||||
Contractual
Obligations
|
2009
|
2010
|
2011
|
2012
|
2013
|
2015
and Beyond
|
Total
|
|||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||||
87/8% Senior Subordinated
Notes(1)
|
$
|
4,505
|
$
|
9,009
|
$
|
110,519
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
124,033
|
||||||||||||
63/8% Senior
Subordinated Notes(1)
|
6,375
|
12,750
|
12,750
|
12,750
|
206,375
|
—
|
251,000
|
|||||||||||||||||||
Credit
facilities(2)
|
28,761
|
42,836
|
329,436
|
1,156
|
—
|
—
|
402,189
|
|||||||||||||||||||
Capital
lease obligation
|
58
|
—
|
—
|
—
|
—
|
—
|
58
|
|||||||||||||||||||
Other
operating contracts/agreements(3)
|
36,394
|
24,819
|
23,278
|
23,442
|
11,097
|
11,301
|
130,331
|
|||||||||||||||||||
Operating
lease obligations
|
6,416
|
7,189
|
5,949
|
4,355
|
3,661
|
10,140
|
37,710
|
|||||||||||||||||||
Total
|
$
|
82,509
|
$
|
96,603
|
$
|
481,932
|
$
|
41,703
|
$
|
221,133
|
$
|
21,441
|
$
|
945,321
|
(1)
|
Includes
interest obligations based on current effective interest rate on senior
subordinated notes outstanding as of March 31, 2009.
|
(2)
|
Includes
interest obligations based on current effective interest rate and
projected interest expense on credit facilities outstanding as
of March 31, 2009.
|
(3)
|
Includes
employment contracts, severance obligations, on-air talent contracts,
consulting agreements, equipment rental agreements, programming related
agreements, and other general operating agreements.
|
(a)
|
(b)
|
(c)
|
(d)
|
|||||||||||
Period
|
Total
Number of Shares Purchased
(1)
|
Average
Price Paid per
Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Maximum
Dollar Value of Shares that May Yet Be Purchased Under the Plans or
Programs
|
||||||||||
January 1,
2009 — March 31, 2009
|
22,515
|
Class
A
|
$
|
0.57
|
22,515
|
$
|
53,051,481
|
|||||||
January
1, 2009 — March 31, 2009
|
14,407,165
|
Class
D
|
$
|
0.47
|
14,407,165
|
$
|
53,051,481
|
|||||||
Total
|
14,429,680
|
14,429,680
|
$
|
53,051,481
|
(1)
|
In
March 2008, the Company’s board of directors authorized a repurchase of
shares of the Company’s Class A and Class D common stock through December
31, 2009 of up to $150.0 million, the maximum amount allowable under the
Credit Agreement. 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. While $150.0 million is the
maximum amount allowable under the Credit Agreement, in 2005 under a prior
board authorization, the Company utilized approximately $78.0 million to
repurchase common stock leaving capacity of $72.0 million under the Credit
Agreement. During the period ended March 31, 2009, the Company
repurchased 22,515 shares of Class A common stock at an average price of
$.57 and 14.4 million shares of Class D common stock at an average price
of $0.47. There were no shares repurchased during the period ended March
31, 2008; however, for the year ended December 31, 2008 the Company
repurchased 421,661 shares of Class A common stock at an average price of
$1.32 and 20.0 million shares of Class D common stock at an average price
of $0.58. As of March 31, 2009, the Company had approximately $53.1
million in capacity available under the 2008 share repurchase
program.
|
Exhibit
Number
|
Description
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
1.
|
|
I have reviewed this quarterly
report on Form 10-Q of Radio One, Inc.;
|
|||
|
2.
|
|
Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
|
|||
|
3.
|
|
Based on my knowledge, the
financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
|||
|
4.
|
|
The registrant’s other certifying
officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and
have:
|
|||
|
a)
|
|
designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the
period in which this report is being prepared;
|
|||
|
b)
|
|
designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
|
|||
|
c)
|
|
evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based
on such evaluation; and
|
|||
|
d)
|
|
disclosed in this report any
change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of this report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
|
|||
|
5.
|
|
The registrant’s other certifying
officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
|
|||
|
a)
|
|
all significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial
information; and
|
|||
|
b)
|
|
any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial
reporting.
|
|||
By:
/s/ Alfred C. Liggins,
III
|
||||||
Alfred
C. Liggins, III
|
||||||
President
and Chief Executive Officer
|
||||||
Date: May
11, 2009
|
|
1.
|
|
I have reviewed this quarterly
report on Form 10-Q of Radio One, Inc.;
|
|
2.
|
|
Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
|
|
3.
|
|
Based on my knowledge, the
financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
|
4.
|
|
The registrant’s other certifying
officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(i) for the registrant and
have:
|
|
a)
|
|
designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the
period in which this report is being prepared;
|
|
b)
|
|
designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
|
|
c)
|
|
evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based
on such evaluation; and
|
|
d)
|
|
disclosed in this report any
change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of this report) that has
materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
|
|
5.
|
|
The registrant’s other certifying
officers and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons
performing the equivalent
functions):
|
|
a)
|
|
All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report financial
information; and
|
|
b)
|
|
any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial
reporting.
|
By:
/s/ Peter D.
Thompson
|
||||
Peter
D. Thompson
|
||||
Executive
Vice President,
|
||||
Chief
Financial Officer and Principal
Accounting Officer
|
||||
Date:
May 11, 2009
|
|
|
(i)
|
|
the accompanying Quarterly Report
on Form 10-Q of the Company for the quarter ended March 31, 2009 (the
“Report”) fully complies with the requirements of Section 13(a) or
Section 15(d), as applicable, of the Securities Exchange Act of 1934,
as amended; and
|
|
(ii)
|
|
the information contained in the
Report fairly presents, in all material respects, the financial condition
and results of operations of the
Company.
|
By:
/s/ Alfred C. Liggins,
III
|
||||
Name:
Alfred C. Liggins, III
|
||||
Title:
President and Chief Executive Officer
|
||||
Date:
May 11, 2009
|
|
(i)
|
|
The accompanying Quarterly Report
on Form 10-Q of the Company for the quarter ended March 31, 2009 (the
“Report”) fully complies with the requirements of Section 13(a) or
Section 15(d), as applicable, of the Securities Exchange Act of 1934,
as amended; and
|
|
(ii)
|
|
the information contained in the
Report fairly presents, in all material respects, the financial condition
and results of operations of the
Company.
|
By:
/s/ Peter D.
Thompson
|
||||||
Name:
Peter D. Thompson
|
||||||
Title:
Executive Vice President and Chief Financial Officer
|
||||||
Date:
May 11, 2009
|