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: August 6, 2009 (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.)
|
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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|
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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
August 6, 2009, Radio One, Inc. issued a press release setting forth the results
for its second quarter ended June 30, 2009. A copy of the press
release is attached as Exhibit 99.1.
ITEM
9.01. Financial Statements and
Exhibits.
(c) Exhibits
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Exhibit Number
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Description
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99.1
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Press
release dated August 6, 2009: Radio One, Inc. Reports Second 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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||||||||||
| August 11, 2009 |
Peter
D. Thompson
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|||||||||
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Chief
Financial Officer and Principal Accounting Officer
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||||||||||
NEWS
RELEASE
August 6,
2009 Contact:
Peter D. Thompson, EVP and CFO
FOR IMMEDIATE
RELEASE (301)
429-4638
Washington,
DC
RADIO
ONE, INC. REPORTS
SECOND
QUARTER RESULTS
Washington,
DC: - Radio One,
Inc. (NASDAQ: ROIAK and ROIA) today reported its results for the quarter ended
June 30, 2009. Net revenue was approximately $70.1 million, a
decrease of 16% from the same period in 2008. Station operating
income1 was
approximately $29.6 million, a decrease of 16% from the same period in 2008. The
Company reported net operating income of approximately $18.5 million, an
increase of 56% from the same period in 2008. Net income was approximately $7.2
million or $0.12 per share, an improvement from the net loss of approximately
$11.7 million or $0.12 per share for the same period in 2008.
Alfred C.
Liggins, III, Radio One’s CEO and President commented, “At this point it seems
likely that the first quarter will prove to be the low-point for 2009 radio
revenues. Our second quarter performance showed significant improvement in three
out of our top four markets, and we out-performed the general market in 10 of
the 14 markets where we have available Miller Kaplan data. The significant cost
reduction program that we launched in 2008 has mitigated to some degree the
impact of falling revenues on the bottom line, but there is no doubt that the
operating environment will remain very challenging for the rest of
2009.”
-MORE-
PAGE
2 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
|
RESULTS OF OPERATIONS
|
|||||||||||||||||
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Three
Months Ended June 30,
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Six
Months Ended June 30,
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||||||||||||||||
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2009
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2008
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2009
|
2008
|
||||||||||||||
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STATEMENT
OF OPERATIONS
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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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NET
REVENUE
|
$ | 70,083 | $ | 83,432 | $ | 130,754 | $ | 155,930 | |||||||||
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:OPERATING
EXPENSES
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|||||||||||||||||
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Programming
and technical
|
19,225 | 20,764 | 39,811 | 39,796 | |||||||||||||
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Selling,
general and administrative
|
21,305 | 27,489 | 44,879 | 52,007 | |||||||||||||
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Corporate
selling, general and administrative
|
5,199 | 17,551 | 10,332 | 23,958 | |||||||||||||
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Stock-based
compensation
|
596 | 629 | 1,079 | 957 | |||||||||||||
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Depreciation
and amortization
|
5,259 | 5,171 | 10,514 | 8,835 | |||||||||||||
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Impairment
of long-lived assets
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- | - | 48,953 | - | |||||||||||||
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Total
operating expenses
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51,584 | 71,604 | 155,568 | 125,553 | |||||||||||||
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Operating
Income (Loss)
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18,499 | 11,828 | (24,814 | ) | 30,377 | ||||||||||||
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INTEREST
INCOME
|
(47 | ) | (130 | ) | (65 | ) | (331 | ) | |||||||||
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INTEREST
EXPENSE
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9,033 | 15,160 | 19,812 | 32,419 | |||||||||||||
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GAIN
ON RETIREMENT OF DEBT
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- | (1,015 | ) | (1,221 | ) | (1,015 | ) | ||||||||||
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EQUITY
IN (INCOME) LOSS OF AFFILIATED COMPANY
|
(747 | ) | (29 | ) | (1,897 | ) | 2,799 | ||||||||||
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OTHER
EXPENSE, net
|
114 | 33 | 64 | 44 | |||||||||||||
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Income
(loss) before provision for income taxes, noncontrolling interest in
income of subsidiaries and discontinued operations
|
10,146 | (2,191 | ) | (41,507 | ) | (3,539 | ) | ||||||||||
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PROVISION
FOR INCOME TAXES
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1,777 | 9,761 | 8,848 | 18,659 | |||||||||||||
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Net
income (loss) from continuing operations
|
8,369 | (11,952 |
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(50,355 | ) | (22,198 | ) | ||||||||||
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(LOSS)
INCOME FROM DISCONTINUED OPERATIONS, net of tax
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(89 | ) | 1,334 | 69 | (6,447 | ) | |||||||||||
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CONSOLIDATED
NET INCOME (LOSS)
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8,280 | (10,618 | ) | (50,286 | ) | (28,645 | ) | ||||||||||
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NONCONTROLLING
INTEREST IN INCOME OF SUBSIDIARIES
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1,067 | 1,058 | 1,938 | 1,881 | |||||||||||||
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NET
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$ | 7,213 | $ | (11,676 | ) | $ | (52,224 | ) | $ | (30,526 | ) | ||||||
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AMOUNTS
ATTRIBUTABLE TO COMMON STOCKHOLDERS
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|||||||||||||||||
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NET
INCOME (LOSS) FROM CONTINUING OPERATIONS
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$ | 7,302 | $ | (13,010 | ) | $ | (52,293 | ) | $ | (24,079 | ) | ||||||
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(LOSS)
INCOME FROM DISCONTINUED OPERATIONS, net of tax
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(89 | ) | 1,334 | 69 | (6,447 | ) | |||||||||||
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NET
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
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$ | 7,213 | $ | (11,676 | ) | $ | (52,224 | ) | $ | (30,526 | ) | ||||||
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Weighted
average shares outstanding - basic2
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59,421,562 | 98,403,298 | 64,920,155 | 98,560,790 | |||||||||||||
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Weighted
average shares outstanding - diluted3
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60,034,168 | 98,403,298 | 64,920,155 | 98,560,790 | |||||||||||||
-MORE-
PAGE
3 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
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Three
Months Ended June 30,
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Six
Months Ended June 30,
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|||||||||||||||
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2009
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2008
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2009
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2008
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|||||||||||||
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(unaudited)
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||||||||||||||||
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(in thousands, except per share
data)
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||||||||||||||||
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PER
SHARE DATA - basic and diluted:
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||||||||||||||||
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Income
(loss) from continuing operations (basic)
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$ | 0.12 | $ | (0.13 | ) | $ | (0.81 | ) * | $ | (0.24 | ) | |||||
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Income
(loss) from discontinued operations (basic)
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0.00 | 0.01 | 0.00 | * | (0.07 | ) | ||||||||||
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Net
income (loss) attributable to common stockholders (basic)
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$ | 0.12 | $ | (0.12 | ) | $ | (0.80 | ) * | $ | (0.31 | ) | |||||
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Income
(loss) from continuing operations (diluted)
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$ | 0.12 | $ | (0.13 | ) | $ | (0.81 | ) * | $ | (0.24 | ) | |||||
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Income
(loss) from discontinued operations (diluted)
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0.00 | 0.01 | 0.00 | * | (0.07 | ) | ||||||||||
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Net
income (loss) attributable to common stockholders
(diluted)
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$ | 0.12 | $ | (0.12 | ) | $ | (0.80 | ) * | $ | (0.31 | ) | |||||
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SELECTED
OTHER DATA
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||||||||||||||||
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Station
operating income 1
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$ | 29,553 | $ | 35,179 | $ | 46,064 | $ | 64,127 | ||||||||
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Station
operating income margin (% of net revenue)
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42.2 | % | 42.2 | % | 35.2 | % | 41.1 | % | ||||||||
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Station
operating income reconciliation:
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||||||||||||||||
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Net
income (loss) attributable to common stockholders
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$ | 7,213 | $ | (11,676 | ) | $ | (52,224 | ) | $ | (30,526 | ) | |||||
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Plus:
Depreciation and amortization
|
5,259 | 5,171 | 10,514 | 8,835 | ||||||||||||
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Plus:
Corporate selling, general and administrative expenses
|
5,199 | 17,551 | 10,332 | 23,958 | ||||||||||||
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Plus:
Stock-based compensation
|
596 | 629 | 1,079 | 957 | ||||||||||||
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Plus:
Equity in (income) loss of affiliated company
|
(747 | ) | (29 | ) | (1,897 | ) | 2,799 | |||||||||
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Plus:
Provision for income taxes
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1,777 | 9,761 | 8,848 | 18,659 | ||||||||||||
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Plus:
Noncontrolling interest in income of subsidiaries
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1,067 | 1,058 | 1,938 | 1,881 | ||||||||||||
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Plus:
Interest expense
|
9,033 | 15,160 | 19,812 | 32,419 | ||||||||||||
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Plus:
Impairment of long-lived assets
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- | - | 48,953 | - | ||||||||||||
|
Plus:
Other expense
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114 | 33 | 64 | 44 | ||||||||||||
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Plus:
Loss (income) loss from discontinued operations, net of
tax
|
89 | (1,334 | ) | (69 | ) | 6,447 | ||||||||||
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Less:
Gain on retirement of debt
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- | (1,015 | ) | (1,221 | ) | (1,015 | ) | |||||||||
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Less:
Interest income
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(47 | ) | (130 | ) | (65 | ) | (331 | ) | ||||||||
|
Station
operating income
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$ | 29,553 | $ | 35,179 | $ | 46,064 | $ | 64,127 | ||||||||
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Adjusted
EBITDA4
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$ | 24,354 | $ | 17,628 | $ | 35,732 | $ | 40,169 | ||||||||
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Adjusted
EBITDA reconciliation:
|
||||||||||||||||
|
Net
income (loss) attributable to common stockholders
|
$ | 7,213 | $ | (11,676 | ) | $ | (52,224 | ) | $ | (30,526 | ) | |||||
|
Plus:
Depreciation and amortization
|
5,259 | 5,171 | 10,514 | 8,835 | ||||||||||||
|
Plus:
Provision for income taxes
|
1,777 | 9,761 | 8,848 | 18,659 | ||||||||||||
|
Plus:
Interest expense
|
9,033 | 15,160 | 19,812 | 32,419 | ||||||||||||
|
Less:
Interest income
|
(47 | ) | (130 | ) | (65 | ) | (331 | ) | ||||||||
|
EBITDA
|
$ | 23,235 | $ | 18,286 | $ | (13,115 | ) | $ | 29,056 | |||||||
|
Plus:
Equity in (income) loss of affiliated company
|
(747 | ) | (29 | ) | (1,897 | ) | 2,799 | |||||||||
|
Plus:
Noncontrolling interest in income of subsidiaries
|
1,067 | 1,058 | 1,938 | 1,881 | ||||||||||||
|
Plus:
Impairment of long-lived assets
|
- | - | 48,953 | - | ||||||||||||
|
Plus:
Stock-based compensation
|
596 | 629 | 1,079 | 957 | ||||||||||||
|
Plus:
Other expense
|
114 | 33 | 64 | 44 | ||||||||||||
|
Plus:
Loss (income) loss from discontinued operations, net of
tax
|
89 | (1,334 | ) | (69 | ) | 6,447 | ||||||||||
|
Less:
Gain on retirement of debt
|
- | (1,015 | ) | (1,221 | ) | (1,015 | ) | |||||||||
|
Adjusted
EBITDA
|
$ | 24,354 | $ | 17,628 | $ | 35,732 | $ | 40,169 | ||||||||
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*Per
share amounts do not add due to rounding.
|
||||||||||||||||
-MORE-
PAGE
4 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
|
June
30, 2009
|
December
31, 2008
|
|||||||
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(unaudited)
|
||||||||
|
SELECTED
BALANCE SHEET DATA:
|
(in thousands)
|
|||||||
|
Cash
and cash equivalents
|
$ | 22,153 | $ | 22,289 | ||||
|
Intangible
assets, net
|
891,884 | 944,969 | ||||||
|
Total
assets
|
1,066,598 | 1,125,477 | ||||||
|
Total
debt (including current portion)
|
673,539 | 675,362 | ||||||
|
Total
liabilities
|
809,759 | 810,002 | ||||||
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Total
stockholders' equity
|
252,920 | 313,494 | ||||||
|
Noncontrolling
interest in subsidiaries
|
3,919 | 1,981 | ||||||
|
Amount
Outstanding
|
Applicable
Interest Rate (a)
|
|||||||
|
(in thousands)
|
||||||||
|
SELECTED
LEVERAGE AND SWAP DATA:
|
||||||||
|
Senior
bank term debt (swap matures 6/16/2010) (a)
|
$ | 25,000 | 6.27 | % | ||||
|
Senior
bank term debt (swap matures 6/16/2012) (a)
|
25,000 | 6.47 | % | |||||
|
Senior
bank term debt (at variable rates) (b)
|
4,029 | 2.63 | % | |||||
|
Senior
bank revolving debt (at variable rates) (c)
|
318,000 | 2.33 | % | |||||
|
8-7/8%
senior subordinated notes (fixed rate)
|
101,510 | 8.88 | % | |||||
|
6-3/8%
senior subordinated notes (fixed rate)
|
200,000 | 6.38 | % | |||||
|
(a)
|
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 2.00% and is
incorporated into the applicable interest rates set forth
above.
|
|
(b)
|
Subject
to rolling three month LIBOR plus a spread currently at 2.00% and
incorporated into the applicable interest rate set forth
above. This tranche is not covered by swap agreements described
in footnote (a).
|
|
(c)
|
Subject
to rolling one month LIBOR plus a spread currently at 2.00% 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 Form 10-K/A 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 SECOND QUARTER RESULTS
Net
revenue decreased to approximately $70.1 million for the quarter ended June 30,
2009, from approximately $83.4 million for the same period in 2008, a decrease
of 16.0%. While the markets in which we operate were down 21.3% in revenue this
quarter, we out performed by 530 basis points, and we saw sequential improvement
from the 23.9% revenue decline we experienced in first quarter 2009. Our best
performing markets for the quarter were Houston, Baltimore and Atlanta, the
latter benefitting from format changes that we made in the first quarter 2009.
Despite gaining market share, the continuing weakness in the advertising market
meant that we experienced revenue declines in all but one of our radio markets.
Both Community Connect Inc. and Reach Media experienced internet revenue
declines due to overall advertising weakness. Net revenue for our syndicated
programs and our St. Louis radio market experienced growth for the
quarter.
Operating
expenses, excluding depreciation and amortization and stock-based compensation,
decreased to approximately $45.7 million from approximately $65.8.million for
the quarters ended June 30, 2009 and 2008, respectively, a decrease of 30.5%.
Approximately $10.4 million of the decrease is associated with the
non-recurrence of charges recorded in second quarter 2008 for the CEO’s new
employment agreement. Our radio division generated the majority of the
additional expense savings through its continuing cost cutting initiatives,
specifically compensation savings from employee layoffs and salary cuts,
vacation benefit savings from scheduled office closings and changes to the
Company’s vacation policy, and reductions to discretionary expenses such as
promotional spending and travel and entertainment. Revenue declines drove
corresponding reductions in commissions and national representative fees. We
also incurred lower publishing costs for Giant Magazine and less traffic
acquisition costs for our internet business. Excluding the approximately $10.4
million recorded in second quarter 2008 for the CEO’s new employment agreement,
operating expenses declined 17.5% for the three months ended June 30, 2009,
compared to the same period in 2008.
Interest
expense decreased to approximately $9.0 million for the quarter ended June 30,
2009, from approximately $15.2 million for the same period in 2008, a decline of
40.4%. The decrease in interest expense for the three months ended June 30, 2009
was due primarily to early redemptions of the Company’s 87/8% Senior
Subordinated Notes due July 2011, and to a lesser extent, more favorable rates
and pay downs of outstanding debt on the Company’s credit facility.
As there
were no early bond redemptions for the quarter ended June 30, 2009, there was no
gain on retirement of debt to report for the quarter, compared to approximately
$1.0 million for the same period in 2008. The second quarter 2008 gain on
retirement of debt was due to the early redemption of approximately $8.0 million
of the Company’s 87/8% Senior
Subordinated Notes during that quarter, at an average discount of
13.5%. A principal amount of $101.5 million remained outstanding as
of June 30, 2009 for these senior subordinated notes.
Equity in
income of affiliated company increased to $747,000 for the quarter ended June
30, 2009, compared to $29,000 for the same period in 2008. The
amounts are attributable to our share of income generated by TV One, LLC (“TV
One”) for the quarters ended June 30, 2009 and 2008, respectively. The Company’s
share of TV One’s income is driven by 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 income.
Provision
for income taxes decreased to approximately $1.8 million for the quarter ended
June 30, 2009, compared to approximately $9.8 million for the same quarter in
2008, a decrease of 81.8%. 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, the decrease in taxes is due to
differences in the amount of change in DTAs associated with definite-lived
assets for which no valuation allowance is provided.
-MORE-
PAGE
6 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
Loss from
discontinued operations, net of tax, was $89,000 for the quarter ended June 30,
2009, compared to income, net of tax, of approximately $1.3 million for the same
period in 2008. The loss from discontinued operations, net of tax, for the three
months ended June 30, 2009 is primarily due to legal and professional expenses
incurred as a result of ongoing legal activity from previous station sales. The
gain from discontinued operations, net of tax, for the three months ended June
30, 2008 resulted from the gain on the April 2008 closing on the sale of the
assets of radio station WMCU-AM, located in the Miami metropolitan area. The
loss or income from discontinued operations, net of tax, also includes a tax
provision of $4,000 for the three months ended June 30, 2009, compared to a tax
provision of $351,000 for the same period in 2008.
Other
pertinent financial information includes capital expenditures of approximately
$1.4 million and $2.0 million for the quarters ended June 30, 2009 and 2008,
respectively. In addition, as of June 30, 2009, Radio One had total debt
(net of cash balances) of approximately $651.4 million.
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 quarter ended June
30, 2009, the Company repurchased 12,374 shares of Class A common stock for
$10,834 at an average price of $0.88, and approximately 6.4 million shares of
Class D common stock for approximately $3.0 million at an average price of
$0.47. During the six months ended June 30, 2009, the Company repurchased 34,889
shares of Class A common stock for $23,724 at an average price of $0.68, and
approximately 20.8 million shares of Class D common stock for approximately $9.9
million at an average price of $0.47. As of June 30, 2009, the Company had
approximately $50.0 million in capacity available under the share
repurchase program taking into account the limitations of the Credit Agreement
and prior repurchase activity.
Supplemental
Financial Information:
For
comparative purposes, the following more detailed, unaudited and adjusted
statements of operations for the three months and six months ended June 30, 2009
and 2008 are included.
-MORE-
PAGE
7 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
|
Three
Months Ended June 30, 2009
|
||||||||||||||||||||
|
(in
thousands, unaudited)
|
||||||||||||||||||||
|
Corporate/
|
||||||||||||||||||||
|
Reach
|
Internet/
|
Eliminations/
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Publishing
|
Other
|
||||||||||||||||
|
STATEMENT
OF OPERATIONS:
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 70,083 | $ | 57,467 | $ | 11,011 | $ | 3,225 | $ | (1,620 | ) | |||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||||||
|
Programming
and technical
|
19,225 | 13,065 | 4,516 | 2,602 | (958 | ) | ||||||||||||||
|
Selling,
general and administrative
|
21,305 | 17,493 | 1,351 | 3,560 | (1,099 | ) | ||||||||||||||
|
Corporate
selling, general and administrative
|
5,199 | - | 1,677 | - | 3,522 | |||||||||||||||
|
Stock-based
compensation
|
596 | 187 | - | - | 409 | |||||||||||||||
|
Depreciation
and amortization
|
5,259 | 2,348 | 981 | 1,624 | 306 | |||||||||||||||
|
Total
operating expenses
|
51,584 | 33,093 | 8,525 | 7,786 | 2,180 | |||||||||||||||
|
Operating
income (loss)
|
18,499 | 24,374 | 2,486 | (4,561 | ) | (3,800 | ) | |||||||||||||
|
INTEREST
INCOME
|
(47 | ) | - | (12 | ) | - | (35 | ) | ||||||||||||
|
INTEREST
EXPENSE
|
9,033 | - | 1 | 1 | 9,031 | |||||||||||||||
|
EQUITY
IN INCOME OF AFFILIATED COMPANY
|
(747 | ) | - | - | - | (747 | ) | |||||||||||||
|
OTHER
EXPENSE, net
|
114 | 110 | - | 4 | - | |||||||||||||||
|
Income
(loss) before provision for income taxes, noncontrolling interest in
income of subsidiaries and discontinued operations
|
10,146 | 24,264 | 2,497 | (4,566 | ) | (12,049 | ) | |||||||||||||
|
PROVISION
FOR INCOME TAXES
|
1,777 | 899 | 878 | - | - | |||||||||||||||
|
Net
income (loss) from continuing operations
|
8,369 | 23,365 | 1,619 | (4,566 | ) | (12,049 | ) | |||||||||||||
|
(LOSS)
FROM DISCONTINUED OPERATIONS, net of tax
|
(89 | ) | (89 | ) | - | - | - | |||||||||||||
|
CONSOLIDATED
NET INCOME (LOSS)
|
8,280 | 23,276 | 1,619 | (4,566 | ) | (12,049 | ) | |||||||||||||
|
NONCONTROLLING
INTEREST IN INCOME OF SUBSIDIARIES
|
1,067 | - | - | - | 1,067 | |||||||||||||||
|
NET
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | 7,213 | $ | 23,276 | $ | 1,619 | $ | (4,566 | ) | $ | (13,116 | ) | ||||||||
-MORE-
PAGE
8 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
|
Three
Months Ended June 30, 2008
|
||||||||||||||||||||
|
(in
thousands, unaudited)
|
||||||||||||||||||||
|
Corporate/
|
||||||||||||||||||||
|
Reach
|
Internet/
|
Eliminations/
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Publishing
|
Other
|
||||||||||||||||
|
STATEMENT
OF OPERATIONS:
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 83,432 | $ | 68,883 | $ | 11,399 | $ | 4,187 | $ | (1,037 | ) | |||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||||||
|
Programming
and technical
|
20,764 | 14,163 | 4,749 | 2,796 | (944 | ) | ||||||||||||||
|
Selling,
general and administrative
|
27,489 | 22,354 | 1,285 | 4,604 | (754 | ) | ||||||||||||||
|
Corporate
selling, general and administrative
|
17,551 | - | 1,897 | - | 15,654 | |||||||||||||||
|
Stock-based
compensation
|
629 | 322 | - | 51 | 256 | |||||||||||||||
|
Depreciation
and amortization
|
5,171 | 2,310 | 1,001 | 1,502 | 358 | |||||||||||||||
|
Total
operating expenses
|
71,604 | 39,149 | 8,932 | 8,953 | 14,570 | |||||||||||||||
|
Operating
income (loss)
|
11,828 | 29,734 | 2,467 | (4,766 | ) | (15,607 | ) | |||||||||||||
|
INTEREST
INCOME
|
(130 | ) | - | (19 | ) | 2 | (113 | ) | ||||||||||||
|
INTEREST
EXPENSE
|
15,160 | 51 | - | 10 | 15,099 | |||||||||||||||
|
GAIN
ON RETIREMENT OF DEBT
|
(1,015 | ) | - | - | - | (1,015 | ) | |||||||||||||
|
EQUITY
IN INCOME OF AFFILIATED COMPANY
|
(29 | ) | - | - | - | (29 | ) | |||||||||||||
|
OTHER
EXPENSE, net
|
33 | - | - | 33 | - | |||||||||||||||
|
(Loss)
income before provision for income taxes, noncontrolling interest in
income of subsidiaries and discontinued operations
|
(2,191 | ) | 29,683 | 2,486 | (4,811 | ) | (29,549 | ) | ||||||||||||
|
PROVISION
FOR INCOME TAXES
|
9,761 | 8,841 | 920 | - | - | |||||||||||||||
|
Net
(loss) income from continuing operations
|
(11,952 | ) | 20,842 | 1,566 | (4,811 | ) | (29,549 | ) | ||||||||||||
|
INCOME
FROM DISCONTINUED OPERATIONS, net of tax
|
1,334 | 1,334 | - | - | - | |||||||||||||||
|
CONSOLIDATED
NET (LOSS) INCOME
|
(10,618 | ) | 22,176 | 1,566 | (4,811 | ) | (29,549 | ) | ||||||||||||
|
NONCONTROLLING
INTEREST IN INCOME OF SUBSIDIARIES
|
1,058 | - | - | - | 1,058 | |||||||||||||||
|
NET
(LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | (11,676 | ) | $ | 22,176 | $ | 1,566 | $ | (4,811 | ) | $ | (30,607 | ) | |||||||
-MORE-
PAGE
9 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
|
Six
Months Ended June 30, 2009
|
||||||||||||||||||||
|
(in
thousands, unaudited)
|
||||||||||||||||||||
|
Corporate/
|
||||||||||||||||||||
|
Reach
|
Internet/
|
Eliminations/
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Publishing
|
Other
|
||||||||||||||||
|
STATEMENT
OF OPERATIONS:
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 130,754 | $ | 104,809 | $ | 21,503 | $ | 7,049 | $ | (2,607 | ) | |||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||||||
|
Programming
and technical
|
39,811 | 26,576 | 9,378 | 5,781 | (1,924 | ) | ||||||||||||||
|
Selling,
general and administrative
|
44,879 | 37,040 | 2,311 | 7,118 | (1,590 | ) | ||||||||||||||
|
Corporate
selling, general and administrative
|
10,332 | - | 3,522 | - | 6,810 | |||||||||||||||
|
Stock-based
compensation
|
1,079 | 313 | - | - | 766 | |||||||||||||||
|
Depreciation
and amortization
|
10,514 | 4,737 | 1,962 | 3,217 | 598 | |||||||||||||||
|
Impairment
of long-lived assets
|
48,953 | 48,953 | - | - | - | |||||||||||||||
|
Total
operating expenses
|
155,568 | 117,619 | 17,173 | 16,116 | 4,660 | |||||||||||||||
|
Operating
(loss) income
|
(24,814 | ) | (12,810 | ) | 4,330 | (9,067 | ) | (7,267 | ) | |||||||||||
|
INTEREST
INCOME
|
(65 | ) | - | (22 | ) | - | (43 | ) | ||||||||||||
|
INTEREST
EXPENSE
|
19,812 | - | 1 | 3 | 19,808 | |||||||||||||||
|
GAIN
ON RETIREMENT OF DEBT
|
(1,221 | ) | - | - | - | (1,221 | ) | |||||||||||||
|
EQUITY
IN INCOME OF AFFILIATED COMPANY
|
(1,897 | ) | - | - | - | (1,897 | ) | |||||||||||||
|
OTHER
EXPENSE (INCOME), net
|
64 | 109 | - | (71 | ) | 26 | ||||||||||||||
|
(Loss)
income before provision for income taxes, noncontrolling interest in
income of subsidiaries and discontinued operations
|
(41,507 | ) | (12,919 | ) | 4,351 | (8,999 | ) | (23,940 | ) | |||||||||||
|
PROVISION
FOR INCOME TAXES
|
8,848 | 7,314 | 1,534 | - | - | |||||||||||||||
|
Net
(loss) income from continuing operations
|
(50,355 | ) | (20,233 | ) | 2,817 | (8,999 | ) | (23,940 | ) | |||||||||||
|
INCOME
FROM DISCONTINUED OPERATIONS, net of tax
|
69 | 69 | - | - | - | |||||||||||||||
|
CONSOLIDATED
NET (LOSS) INCOME
|
(50,286 | ) | (20,164 | ) | 2,817 | (8,999 | ) | (23,940 | ) | |||||||||||
|
NONCONTROLLING
INTEREST IN INCOME OF SUBSIDIARIES
|
1,938 | - | - | - | 1,938 | |||||||||||||||
|
NET
(LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | (52,224 | ) | $ | (20,164 | ) | $ | 2,817 | $ | (8,999 | ) | $ | (25,878 | ) | ||||||
-MORE-
PAGE
10 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
|
Six
Months Ended June 30, 2008
|
||||||||||||||||||||
|
(in
thousands, unaudited)
|
||||||||||||||||||||
|
Corporate/
|
||||||||||||||||||||
|
Reach
|
Internet/
|
Eliminations/
|
||||||||||||||||||
|
Consolidated
|
Radio
One
|
Media
|
Publishing
|
Other
|
||||||||||||||||
|
STATEMENT
OF OPERATIONS:
|
||||||||||||||||||||
|
NET
REVENUE
|
$ | 155,930 | $ | 131,059 | $ | 21,865 | $ | 5,038 | $ | (2,032 | ) | |||||||||
|
OPERATING
EXPENSES:
|
||||||||||||||||||||
|
Programming
and technical
|
39,796 | 27,862 | 9,781 | 4,041 | (1,888 | ) | ||||||||||||||
|
Selling,
general and administrative
|
52,007 | 44,730 | 2,139 | 6,600 | (1,462 | ) | ||||||||||||||
|
Corporate
selling, general and administrative
|
23,958 | - | 3,830 | - | 20,128 | |||||||||||||||
|
Stock-based
compensation
|
957 | 489 | - | 89 | 379 | |||||||||||||||
|
Depreciation
and amortization
|
8,835 | 4,545 | 1,998 | 1,527 | 765 | |||||||||||||||
|
Total
operating expenses
|
125,553 | 77,626 | 17,748 | 12,257 | 17,922 | |||||||||||||||
|
Operating
income (loss)
|
30,377 | 53,433 | 4,117 | (7,219 | ) | (19,954 | ) | |||||||||||||
|
INTEREST
INCOME
|
(331 | ) | - | (61 | ) | 2 | (272 | ) | ||||||||||||
|
INTEREST
EXPENSE
|
32,419 | 711 | - | 10 | 31,698 | |||||||||||||||
|
GAIN
ON RETIREMENT OF DEBT
|
(1,015 | ) | - | - | - | (1,015 | ) | |||||||||||||
|
EQUITY
IN LOSS OF AFFILIATED COMPANY
|
2,799 | - | - | - | 2,799 | |||||||||||||||
|
OTHER
EXPENSE (INCOME), net
|
44 | - | - | 47 | (3 | ) | ||||||||||||||
|
(Loss)
income before provision for income taxes, noncontrolling interest in
income of subsidiaries and discontinued operations
|
(3,539 | ) | 52,722 | 4,178 | (7,278 | ) | (53,161 | ) | ||||||||||||
|
PROVISION
FOR INCOME TAXES
|
18,659 | 17,135 | 1,524 | - | - | |||||||||||||||
|
Net
(loss) income from continuing operations
|
(22,198 | ) | 35,587 | 2,654 | (7,278 | ) | (53,161 | ) | ||||||||||||
|
LOSS
FROM DISCONTINUED OPERATIONS, net of tax
|
(6,447 | ) | (6,447 | ) | - | - | - | |||||||||||||
|
CONSOLIDATED
NET (LOSS) INCOME
|
(28,645 | ) | 29,140 | 2,654 | (7,278 | ) | (53,161 | ) | ||||||||||||
|
NONCONTROLLING
INTEREST IN INCOME OF SUBSIDIARIES
|
1,881 | - | - | - | 1,881 | |||||||||||||||
|
NET
(LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$ | (30,526 | ) | $ | 29,140 | $ | 2,654 | $ | (7,278 | ) | $ | (55,042 | ) | |||||||
-MORE-
PAGE
11 -- RADIO ONE, INC. REPORTS SECOND QUARTER RESULTS
The
Company announced during its 2008 fourth quarter conference call that it would
move to an annual conference call schedule as opposed to a quarterly conference
call schedule, effective for the fiscal year 2009. Thus, no
conference call is scheduled for discussion of the second quarter
results.
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. Radio One currently owns 53 broadcast
stations located in 16 urban markets in the United States. Additionally, Radio
One owns Giant Magazine (www.giantmag.com), and Community Connect Inc.
(www.communityconnect.com), an online social networking company, which operates
a number of branded websites, including BlackPlanet, MiGente, and Asian Avenue.
The Company owns an equity interest in TV One, LLC (www.tvoneonline.com), a
cable/satellite network programming primarily to African-Americans and Reach
Media, Inc. (www.blackamericaweb.com), owner of the Tom Joyner Morning Show and
other businesses associated with Tom Joyner.
Notes:
1 “Station
operating income” consists of net loss or income before depreciation and
amortization, corporate expenses, stock-based compensation, equity in income or
loss of affiliated company, provision for income taxes, noncontrolling interest
in income of subsidiaries, interest expense, impairment of long-lived assets,
other income or expense, gain on retirement of debt, and income or 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, gain on retirement of debt,
corporate overhead, stock-based compensation, impairment of long-lived assets
and income or 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 For
the three months ended June 30, 2009 and 2008, Radio One had 59,421,562 and
98,403,298 shares of common stock outstanding on a weighted average basis
(basic) and 60,034,168 and 98,403,298 shares of common stock outstanding on a
weighted average basis (fully diluted) for outstanding stock options,
respectively.
3 For
the six months ended June 30, 2009 and 2008, Radio One had 64,920,155 and
98,560,790 shares of common stock outstanding on a weighted average basis, both
basic and fully diluted for outstanding stock options,
respectively.
4 “Adjusted
EBITDA” consists of net loss or income plus (1) depreciation, amortization,
provision for income taxes, interest expense, equity in income or loss of
affiliated company, noncontrolling interest in income of subsidiaries,
impairment of long-lived assets, stock-based compensation, other income or
expense and loss or (income) from discontinued operations, net of tax, less (2)
interest income and gain on retirement of debt. 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,
impairment charges, as well as our equity in loss of our affiliated company,
gain on retirement of debt and any discontinued operations. Accordingly, we
believe that Adjusted EBITDA provides useful information about the operating
performance of our business, apart from the expenses associated with our
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.