SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-Q
________________
QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March
31, 2012
Commission File No. 0-25969
________________
RADIO ONE, INC.
(Exact name of registrant as specified
in its charter)
________________
Delaware
|
52-1166660
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
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
________________
Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
þ
No
o
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
Accelerated
filer
o
Non-accelerated filer
þ
Indicate by check
mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes
o
No
þ
Indicate the number
of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
|
|
Outstanding at May 4, 2012
|
Class A Common Stock, $.001 Par Value
|
|
2,731,860
|
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
|
|
41,409,667
|
TABLE OF CONTENTS
|
|
Page
|
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
Item 1.
|
Consolidated Statements of Operations for the Three Months Ended March 31, 2012 and 2011 (Unaudited)
|
4
|
|
Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2012 and 2011 (Unaudited)
|
5
|
|
Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011
|
6
|
|
Consolidated Statement of Changes in Equity for the Three Months Ended March 31, 2012 (Unaudited)
|
7
|
|
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (Unaudited)
|
8
|
|
Notes to Consolidated Financial Statements (Unaudited)
|
9
|
|
Consolidating Financial Statements
|
43
|
|
Consolidating Statement of Operations for the Three Months Ended March 31, 2012 (Unaudited)
|
43
|
|
Consolidating Statement of Operations for the Three Months Ended March 31, 2011 (Unaudited)
|
44
|
|
Consolidating Statement of Comprehensive Loss for the Three Months Ended March 31, 2012 (Unaudited)
|
45
|
|
Consolidating Statement of Comprehensive Loss for the Three Months Ended March 31, 2011 (Unaudited)
|
46
|
|
Consolidating Balance Sheet as of March 31, 2012 (Unaudited)
|
47
|
|
Consolidating Balance Sheet as of December 31, 2011
|
48
|
|
Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2012 (Unaudited)
|
49
|
|
Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2011 (Unaudited)
|
50
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
52
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
80
|
Item 4.
|
Controls and Procedures
|
80
|
|
|
PART II. OTHER INFORMATION
|
|
|
|
Item 1.
|
Legal Proceedings
|
81
|
Item 1A.
|
Risk Factors
|
82
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
82
|
Item 3.
|
Defaults Upon Senior Securities
|
82
|
Item 4.
|
Submission of Matters to a Vote of Security Holders
|
82
|
Item 5.
|
Other Information
|
82
|
Item 6.
|
Exhibits
|
82
|
|
SIGNATURES
|
83
|
CERTAIN DEFINITIONS
Unless otherwise noted,
throughout this report, the terms “Radio One,” “the Company,” “we,” “our” and “us”
refer to Radio One, Inc. together with its subsidiaries.
Cautionary
Note Regarding Forward-Looking Statements
This
document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements do not relay historical
facts, but rather reflect our current expectations concerning future operations, results and events. All statements other than
statements of historical fact are “forward-looking statements” including any projections of earnings, revenues or other
financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning
proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief;
and any statements of assumptions underlying any of the foregoing. You can identify some of these forward-looking statements by
our use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,”
“seeks,” “likely,” “may,” “estimates” and similar expressions. You can
also identify a forward-looking statement in that such statements discuss matters in a way that anticipates operations, results
or events that have not already occurred but rather will or may occur in future periods. We cannot guarantee that we
will achieve any forward-looking plans, intentions, results, operations or expectations. Because these statements apply
to future events, they are subject to risks and uncertainties, some of which are beyond our control that could cause actual results
to differ materially from those forecasted or anticipated in the forward-looking statements. These risks, uncertainties
and factors include (in no particular order), but are not limited to:
|
•
|
the effects of continued global economic weakness, credit and equity
market volatility, high unemployment and continued fluctuations in the U.S. and other world economies may have on our business
and financial condition and the business and financial conditions of our advertisers;
|
|
•
|
our high degree of leverage and potential inability to refinance
certain portions of our debt or finance other strategic transactions given fluctuations in market conditions;
|
|
•
|
continued fluctuations in the U.S. economy and the local economies
of the markets in which we operate 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 technologies and
methodologies;
|
|
•
|
regulation by the Federal Communications Commission (“FCC”)
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 costs;
|
|
•
|
financial losses that may be incurred due to impairment charges against
our broadcasting licenses, goodwill and other intangible assets, particularly in light of the current economic environment;
|
|
•
|
increased competition from new media and technologies;
|
|
•
|
the impact of our acquisitions, dispositions and similar transactions; and
|
|
•
|
other factors mentioned in our filings with the Securities and Exchange Commission (“SEC”)
including the factors discussed in detail in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2011.
|
You
should not place undue reliance on these forward-looking statements, which reflect our views as of the date of this report. We
undertake no obligation to publicly update or revise any forward-looking statements because of new information, future events or
otherwise.
RADIO ONE, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
Three Months Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
NET REVENUE
|
|
$
|
103,042
|
|
|
$
|
65,009
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
Programming and technical
|
|
|
31,165
|
|
|
|
18,831
|
|
Selling, general and administrative, including stock-based compensation of $17 and $164, respectively
|
|
|
38,826
|
|
|
|
28,495
|
|
Corporate selling, general and administrative, including stock-based compensation of $27 and $773, respectively
|
|
|
9,593
|
|
|
|
8,022
|
|
Depreciation and amortization
|
|
|
9,685
|
|
|
|
4,084
|
|
Total operating expenses
|
|
|
89,269
|
|
|
|
59,432
|
|
Operating income
|
|
|
13,773
|
|
|
|
5,577
|
|
INTEREST INCOME
|
|
|
22
|
|
|
|
8
|
|
INTEREST EXPENSE
|
|
|
23,747
|
|
|
|
19,333
|
|
LOSS ON RETIREMENT OF DEBT
|
|
|
—
|
|
|
|
7,743
|
|
EQUITY IN INCOME OF AFFILIATED COMPANY
|
|
|
—
|
|
|
|
3,079
|
|
OTHER INCOME,
net
|
|
|
7
|
|
|
|
25
|
|
Loss before provision for income taxes, noncontrolling interests in income of subsidiaries and income (loss) from discontinued operations
|
|
|
(9,945
|
)
|
|
|
(18,387
|
)
|
PROVISION FOR INCOME TAXES
|
|
|
65,254
|
|
|
|
45,619
|
|
Net loss from continuing operations
|
|
|
(75,199
|
)
|
|
|
(64,006
|
)
|
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
|
|
|
14
|
|
|
|
(36
|
)
|
CONSOLIDATED NET LOSS
|
|
|
(75,185
|
)
|
|
|
(64,042
|
)
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
4,057
|
|
|
|
203
|
|
CONSOLIDATED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
(79,242
|
)
|
|
$
|
(64,245
|
)
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(1.59
|
)
|
|
$
|
(1.23
|
)
|
Discontinued operations, net of tax
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
Net loss attributable to common stockholders
|
|
$
|
(1.58
|
)*
|
|
$
|
(1.23
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
|
Basic
|
|
|
49,994,974
|
|
|
|
52,117,552
|
|
Diluted
|
|
|
49,994,974
|
|
|
|
52,117,552
|
|
* Per share amounts do not add due to rounding.
The accompanying notes are an integral part
of these consolidated financial statements.
RADIO ONE, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
LOSS
|
|
Three Months Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
CONSOLIDATED NET LOSS
|
|
$
|
(75,185
|
)
|
|
$
|
(64,042
|
)
|
Net change in
unrealized loss on investment activities
|
|
|
97
|
|
|
|
-
|
|
COMPREHENSIVE LOSS
|
|
|
(75,088
|
)
|
|
|
(64,042
|
)
|
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
4,057
|
|
|
|
203
|
|
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
(79,145
|
)
|
|
$
|
(64,245
|
)
|
The accompanying notes are an integral part
of these consolidated financial statements.
RADIO
ONE, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
|
As of
|
|
|
|
March 31, 2012
|
|
|
December 31, 2011
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In thousands, except share data)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
43,884
|
|
|
$
|
35,939
|
|
Short-term investments
|
|
|
561
|
|
|
|
761
|
|
Trade accounts receivable, net of allowance for doubtful accounts of $2,560 and $3,719, respectively
|
|
|
80,346
|
|
|
|
83,876
|
|
Prepaid expenses
|
|
|
5,416
|
|
|
|
6,934
|
|
Current portion of content assets
|
|
|
27,525
|
|
|
|
27,383
|
|
Other current assets
|
|
|
1,367
|
|
|
|
1,487
|
|
Current assets from discontinued operations
|
|
|
94
|
|
|
|
90
|
|
Total current assets
|
|
|
159,193
|
|
|
|
156,470
|
|
PREPAID PROGRAMMING AND DEPOSITS
|
|
|
5,284
|
|
|
|
2,329
|
|
CONTENT ASSETS
, net
|
|
|
38,976
|
|
|
|
36,605
|
|
PROPERTY AND EQUIPMENT,
net
|
|
|
34,258
|
|
|
|
33,988
|
|
GOODWILL
|
|
|
272,037
|
|
|
|
272,037
|
|
RADIO BROADCASTING LICENSES
|
|
|
677,407
|
|
|
|
677,407
|
|
LAUNCH ASSETS
, net
|
|
|
29,948
|
|
|
|
32,437
|
|
OTHER INTANGIBLE ASSETS,
net
|
|
|
255,106
|
|
|
|
262,980
|
|
LONG-TERM INVESTMENTS
|
|
|
4,213
|
|
|
|
7,428
|
|
OTHER ASSETS
|
|
|
3,281
|
|
|
|
3,325
|
|
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
|
|
|
1,458
|
|
|
|
1,476
|
|
Total assets
|
|
$
|
1,481,161
|
|
|
$
|
1,486,482
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
8,236
|
|
|
$
|
5,626
|
|
Accrued interest
|
|
|
6,824
|
|
|
|
6,703
|
|
Accrued compensation and related benefits
|
|
|
11,585
|
|
|
|
10,981
|
|
Current portion of content payables
|
|
|
22,241
|
|
|
|
20,807
|
|
Income taxes payable
|
|
|
1,363
|
|
|
|
1,794
|
|
Other current liabilities
|
|
|
10,088
|
|
|
|
12,227
|
|
Current portion of long-term debt
|
|
|
4,607
|
|
|
|
3,860
|
|
Current liabilities from discontinued operations
|
|
|
240
|
|
|
|
260
|
|
Total current liabilities
|
|
|
65,184
|
|
|
|
62,258
|
|
LONG-TERM DEBT,
net of current portion and original issue discount
|
|
|
810,707
|
|
|
|
805,044
|
|
CONTENT PAYABLES,
net of current portion
|
|
|
15,375
|
|
|
|
16,168
|
|
OTHER LONG-TERM LIABILITIES
|
|
|
18,982
|
|
|
|
18,521
|
|
DEFERRED TAX LIABILITIES
|
|
|
219,103
|
|
|
|
153,521
|
|
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS
|
|
|
26
|
|
|
|
29
|
|
Total liabilities
|
|
|
1,129,377
|
|
|
|
1,055,541
|
|
|
|
|
|
|
|
|
|
|
REDEEMABLE NONCONTROLLING INTEREST
|
|
|
23,452
|
|
|
|
20,343
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares
outstanding at March 31, 2012 and December 31, 2011, respectively
|
|
|
—
|
|
|
|
—
|
|
Common stock — Class A, $.001 par value, 30,000,000 shares authorized; 2,731,860 shares issued and outstanding as of March 31, 2012 and December 31, 2011, 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, 2012 and December 31, 2011, 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, 2012 and December 31, 2011, respectively
|
|
|
3
|
|
|
|
3
|
|
Common stock — Class D, $.001 par value, 150,000,000 shares authorized; 41,409,667 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively
|
|
|
41
|
|
|
|
41
|
|
Accumulated other comprehensive loss
|
|
|
(102
|
)
|
|
|
(199
|
)
|
Additional paid-in capital
|
|
|
998,554
|
|
|
|
1,001,840
|
|
Accumulated deficit
|
|
|
(875,398
|
)
|
|
|
(796,156
|
)
|
Total stockholders’ equity
|
|
|
123,104
|
|
|
|
205,535
|
|
Noncontrolling interest
|
|
|
205,228
|
|
|
|
205,063
|
|
Total equity
|
|
|
328,332
|
|
|
|
410,598
|
|
Total liabilities, redeemable noncontrolling interest and equity
|
|
$
|
1,481,161
|
|
|
$
|
1,486,482
|
|
The
accompanying notes are an integral part of these consolidated financial statements.
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES
IN EQUITY AND NONCONTROLLING INTEREST
FOR THE THREE MONTHS ENDED MARCH 31,
2012 (UNAUDITED)
|
|
Radio One, Inc. Stockholders
|
|
|
|
|
|
|
|
|
|
Convertible
Preferred
Stock
|
|
|
Common
Stock
Class A
|
|
|
Common
Stock
Class B
|
|
|
Common
Stock
Class C
|
|
|
Common
Stock
Class D
|
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
|
Additional
Paid-In
Capital
|
|
|
Accumulated
Deficit
|
|
|
Noncontrolling
Interest
|
|
|
Total
Equity
|
|
|
|
(In thousands)
|
|
BALANCE, as of December 31, 2011
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
41
|
|
|
$
|
(199
|
)
|
|
$
|
1,001,840
|
|
|
$
|
(796,156
|
)
|
|
$
|
205,063
|
|
|
$
|
410,598
|
|
Consolidated net (loss) income
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(79,242
|
)
|
|
|
4,278
|
|
|
|
(74,964
|
)
|
Net change in unrealized loss on investment activities
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
97
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
97
|
|
Dividends paid to noncontrolling interest
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(4,113
|
)
|
|
|
(4,113
|
)
|
Adjustment of redeemable noncontrolling interests to estimated redemption value
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,330
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,330
|
)
|
Stock-based compensation expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
44
|
|
|
|
—
|
|
|
|
—
|
|
|
|
44
|
|
BALANCE, as of March 31, 2012
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
41
|
|
|
$
|
(102
|
)
|
|
$
|
998,554
|
|
|
$
|
(875,398
|
)
|
|
$
|
205,228
|
|
|
$
|
328,332
|
|
The accompanying notes are an integral part
of these consolidated financial statements.
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Three Months Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
(As Adjusted
– See Note 1)
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Consolidated net loss
|
|
$
|
(75,185
|
)
|
|
$
|
(64,042
|
)
|
Adjustments to reconcile net loss to net cash from operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
9,685
|
|
|
|
4,084
|
|
Amortization of debt financing costs
|
|
|
760
|
|
|
|
1,591
|
|
Amortization of content assets
|
|
|
8,321
|
|
|
|
—
|
|
Amortization of launch assets
|
|
|
2,489
|
|
|
|
—
|
|
Deferred income taxes
|
|
|
65,582
|
|
|
|
45,042
|
|
Equity in income of affiliated company
|
|
|
—
|
|
|
|
(3,079
|
)
|
Stock-based compensation
|
|
|
44
|
|
|
|
937
|
|
Non-cash interest
|
|
|
7,038
|
|
|
|
6,520
|
|
Loss on retirement of debt
|
|
|
—
|
|
|
|
7,743
|
|
Effect of change in operating assets and liabilities, net of assets acquired:
|
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
|
3,530
|
|
|
|
11,222
|
|
Prepaid expenses and other assets
|
|
|
1,518
|
|
|
|
2,618
|
|
Other assets
|
|
|
(3,007
|
)
|
|
|
98
|
|
Accounts payable
|
|
|
2,610
|
|
|
|
(1,369
|
)
|
Accrued interest
|
|
|
121
|
|
|
|
425
|
|
Accrued compensation and related benefits
|
|
|
604
|
|
|
|
(1,209
|
)
|
Income taxes payable
|
|
|
(431
|
)
|
|
|
582
|
|
Other liabilities
|
|
|
(484
|
)
|
|
|
(3,474
|
)
|
Net cash flows provided by (used in) operating activities of discontinued operations
|
|
|
4
|
|
|
|
22
|
|
Net cash flows provided by operating activities
|
|
|
23,199
|
|
|
|
7,711
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
|
(2,960
|
)
|
|
|
(1,812
|
)
|
Purchase of content assets
|
|
|
(10,714
|
)
|
|
|
—
|
|
Proceeds from sales of investment securities
|
|
|
3,859
|
|
|
|
—
|
|
Purchases of investment securities
|
|
|
(348
|
)
|
|
|
—
|
|
Net cash flows used in investing activities
|
|
|
(10,163
|
)
|
|
|
(1,812
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from credit facility
|
|
|
—
|
|
|
|
378,280
|
|
Repayment of credit facility
|
|
|
(965
|
)
|
|
|
(353,681
|
)
|
Debt refinancing and modification costs
|
|
|
(13
|
)
|
|
|
(5,873
|
)
|
Payment of dividends to noncontrolling interest members of TV One
|
|
|
(4,113
|
)
|
|
|
—
|
|
Net cash flows (used in) provided by financing
activities
|
|
|
(5,091
|
)
|
|
|
18,726
|
|
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
7,945
|
|
|
|
24,625
|
|
CASH AND CASH EQUIVALENTS,
beginning of period
|
|
|
35,939
|
|
|
|
9,192
|
|
CASH AND CASH EQUIVALENTS,
end of period
|
|
$
|
43,884
|
|
|
$
|
33,817
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
Cash paid (received) for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
15,490
|
|
|
$
|
10,797
|
|
Income taxes, net
|
|
$
|
60
|
|
|
$
|
(6
|
)
|
The accompanying notes are an integral part
of these consolidated financial statements.
RADIO ONE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
1. ORGANIZATION AND SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES:
Radio One, Inc.
(a Delaware corporation referred to as “Radio One”) and its subsidiaries (collectively, the “Company”)
is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our
radio broadcasting franchise that is the largest radio broadcasting operation that primarily targets African-American and urban
listeners. We currently own and/or operate 54 broadcast stations located in 16 urban markets in the United States. While
our primary source of revenue is the sale of local and national advertising for broadcast on our radio stations, our operating
strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban
consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties.
Our other media interests include our approximately 51.0% (see Note 2 —
Acquisitions
) controlling ownership
interest in TV One, LLC (“TV One”), an African-American targeted cable television network that we invested in with
an affiliate of Comcast Corporation and other investors; our 53.5% ownership interest in Reach Media, Inc. (“Reach Media”),
which operates the Tom Joyner Morning Show; our ownership of Interactive One, LLC (“Interactive One”), an online platform
serving the African-American community through social content, news, information, and entertainment, which operates a number of
branded sites, including News One, UrbanDaily and HelloBeautiful; and our ownership of Community Connect, LLC (formerly Community
Connect Inc.) (“CCI”), an online social networking company, which operates a number of branded websites, including
BlackPlanet, MiGente and Asian Avenue. CCI is included within the operations of Interactive One. Through our national multi-media
presence, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audience.
As of June 2011, our
remaining Boston radio station was made the subject of a local marketing agreement (“LMA”) whereby we
have
made available, for a fee, air time on this station to another party
. The remaining assets and liabilities of stations sold
or stations that we do not operate that are the subject of an LMA, have been classified as discontinued operations as of March
31, 2012 and
December 31, 2011.
Thus, the Boston station’s results
from operations for the three months ended March 31, 2012 and
2011
,
have been reclassified as discontinued operations in the accompanying consolidated financial statements.
As part of our consolidated
financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we
have provided selected financial information on the Company’s four reportable segments:
(i)
Radio Broadcasting; (ii) Reach Media; (iii) Internet; and (iv) Cable Television.
(See Note 12 –
Segment Information
.)
(b) Interim
Financial Statements
The
interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial
data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting
principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and
regulations.
Results
for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read
in conjunction with the financial statements and notes thereto included in the Company’s 2011 Annual Report on Form 10-K.
Certain reclassifications
associated with accounting for discontinued operations have been made to the accompanying prior period financial statements to
conform to the current period presentation. These reclassifications had no effect on previously reported net income or loss, or
any other previously reported statements of operations, balance sheet or cash flow amounts. (See Note 3 —
Discontinued
Operations
.)
(c) Financial
Instruments
Financial
instruments as of
March 31, 2012
and December 31, 2011
consisted of cash and cash equivalents, investments, trade accounts receivable, accounts payable, accrued expenses, note
payable, long-term debt and redeemable noncontrolling interest. The carrying amounts approximated fair value for each of
these financial instruments as of
March 31, 2012
and December 31,
2011, respectively, except for the Company’s outstanding senior subordinated notes. The
6
3
/
8
%
Senior
Subordinated Notes due February 2013 had a carrying value of $747,000 and a
fair value of approximately $702,000 as of
March 31, 2012
, and
a carrying value of $747,000 and a fair value of approximately $710,000 as of December 31, 2011.
The 12
1
/
2
%/15% Senior Subordinated Notes due May 2016 had a carrying value of approximately $319.8
million and a fair value of approximately $225.5 million as of
March 31, 2012
,
and a carrying value of approximately $312.8 million and a fair value of approximately $262.2 million as
of December 31, 2011. The fair values, classified as Level 2, were determined based on the trading values
of these instruments as of the reporting date.
(d) Revenue Recognition
Within our radio broadcasting
and Reach Media segments, the Company recognizes revenue for broadcast advertising when a commercial is broadcast and is reported,
net of agency and outside sales representative commissions, in accordance with Accounting Standards Codification (“ASC”)
605, “
Revenue Recognition
.” Agency and outside sales representative commissions are calculated based
on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales
representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company.
For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $7.2 million
and $6.8 million for the three months ended March 31, 2012 and 2011, respectively.
Interactive One,
the
primary driver of revenue in our internet segment,
generates the majority of the Company’s internet revenue, and derives
such revenue principally from advertising services, including advertising aimed at diversity recruiting. Advertising services include
the sale of banner and sponsorship advertisements. Advertising revenue is recognized either as impressions (the number
of times advertisements appear in viewed pages) are delivered, when “click through” purchases or leads are reported,
or ratably over the contract period, where applicable.
TV One, the driver
of revenues in our
Cable Television segment,
derives advertising revenue
from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. TV One also receives
affiliate fees and records revenue during the term of various affiliation agreements at levels appropriate for the most recent
subscriber counts reported by the applicable affiliate.
(e) Barter Transactions
The
Company provides advertising time in exchange for programming content and certain services and accounts for these exchanges in
accordance with ASC 605, “
Revenue Recognition
.” The terms of these exchanges generally permit the Company to
preempt such time in favor of advertisers who purchase time in exchange for cash. The Company includes the value of such exchanges
in both net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising
time provided for the programming content and services received.
For the three months ended March 31, 2012 and 2011, barter
transaction revenues were $722,000 and $854,000, respectively. Additionally, barter transaction costs were reflected in programming
and technical expenses and selling, general and administrative expenses of $680,000 and $771,000 and $42,000 and $83,000, for the
three months ended March 31, 2012 and 2011, respectively.
(f) Earnings Per Share
Basic
earnings per share is computed on the basis of the weighted average number of shares of common stock outstanding during the period.
Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of
dilutive potential common shares outstanding during the period using the treasury stock method. The Company’s
potentially dilutive securities include stock options and restricted stock. Diluted earnings per share considers the impact of
potentially dilutive
securities
except in periods in which there is
a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect.
The following table
sets forth the calculation of basic and diluted earnings per share (in thousands, except share and per share data):
|
|
Three Months Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
(Unaudited)
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
$
|
(79,242
|
)
|
|
$
|
(64,245
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
Denominator for basic net loss per share - weighted-average outstanding shares
|
|
|
49,994,974
|
|
|
|
52,117,552
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
Stock options and restricted stock
|
|
|
-
|
|
|
|
-
|
|
Denominator for diluted net loss per share - weighted-average outstanding shares
|
|
|
49,994,974
|
|
|
|
52,117,552
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to
common stockholders per share
-
basic
|
|
$
|
(1.58
|
)
|
|
$
|
(1.23
|
)
|
Net loss attributable to
common stockholders per share
-
diluted
|
|
$
|
(1.58
|
)
|
|
$
|
(1.23
|
)
|
All stock
options and restricted stock awards were excluded from the diluted calculation for the three months ended March 31, 2012 and
2011, as their inclusion would have been anti-dilutive. The following table summarizes the potential common shares
excluded from the diluted calculation.
|
|
Three Months
Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
4,811
|
|
|
|
5,111
|
|
Restricted stock awards
|
|
|
119
|
|
|
|
2,260
|
|
(g) Fair Value Measurements
We
report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under
the provisions of ASC 820,
“Fair Value Measurements and Disclosures.”
ASC 820 defines fair value, establishes
a framework for measuring fair value and expands disclosures about fair value measurements.
The
fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs)
used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires
significant management judgment. The three levels are defined as follows:
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. The fair value of Level 2 assets are based on quoted market prices for similar assets in active markets.
Level 3
: Unobservable
inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
As of March 31, 2012 and December 31, 2011,
the fair values of our financial assets and liabilities are categorized as follows:
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets subject to fair value measurement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities – available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
4,273
|
|
|
$
|
4,273
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government sponsored enterprise mortgage-backed securities
|
|
|
501
|
|
|
|
—
|
|
|
|
501
|
|
|
|
—
|
|
Total fixed maturity securities (a)
|
|
|
4,774
|
|
|
|
4,273
|
|
|
|
501
|
|
|
|
—
|
|
Total
|
|
$
|
4,774
|
|
|
$
|
4,273
|
|
|
$
|
501
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities subject to fair value measurement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive award plan (b)
|
|
$
|
5,096
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,096
|
|
Employment agreement award (c)
|
|
|
10,696
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,696
|
|
Total
|
|
$
|
15,792
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,792
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine equity subject to fair value measurement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests (d)
|
|
$
|
23,452
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets subject to fair value measurement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturity securities – available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
7,178
|
|
|
$
|
7,178
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Government sponsored enterprise mortgage-backed securities
|
|
|
1,011
|
|
|
|
—
|
|
|
|
1,011
|
|
|
|
—
|
|
Total fixed maturity securities (a)
|
|
|
8,189
|
|
|
|
7,178
|
|
|
|
1,011
|
|
|
|
—
|
|
Total
|
|
$
|
8,189
|
|
|
$
|
7,178
|
|
|
$
|
1,011
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities subject to fair value measurement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive award plan (b)
|
|
$
|
5,096
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,096
|
|
Employment agreement award (c)
|
|
|
10,346
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,346
|
|
Total
|
|
$
|
15,442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mezzanine equity subject to fair value measurement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable noncontrolling interests (d)
|
|
$
|
20,343
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,343
|
|
(a) Where quoted market prices are available
in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available,
fair values are estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.
(b) These balances are measured based on
the estimated enterprise fair value of TV One. For the period ended March 31, 2012, the Company determined that there was no
change in TV One’s fair market value since the December 31, 2011 valuation.
(c) Pursuant to an employment agreement
(the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is 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 reviews the factors underlying this award at the end of each quarter
including the valuation of TV One and an assessment of the probability that the employment agreement will be renewed and contain
this provision. 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 if the CEO voluntarily leaves the Company or
is terminated for cause. In calculating the fair value of the award, the Company determined that there was no change in
TV One’s fair market value since the December 31, 2011 valuation (See Note 8 –
Derivative Instruments and Hedging
Activities
.) The Company is currently in negotiations with the Company’s CEO for a new employment agreement. Until
such time as his new employment agreement is executed, the terms of his April 2008 employment agreement remain in effect including
eligibility for the TV One award.
(d) Redeemable noncontrolling interest in Reach Media
is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in
calculating the fair value. Inputs to the discounted cash flow analysis include forecasted operating results,
discount rate and a terminal value.
The following table
presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the three months ended March 31, 2012
and 2011:
|
|
Incentive
Award
Plan
|
|
|
Employment
Agreement
Award
|
|
|
Redeemable
Noncontrolling
Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2011
|
|
$
|
5,096
|
|
|
$
|
10,346
|
|
|
$
|
20,343
|
|
Losses included in earnings (unrealized)
|
|
|
—
|
|
|
|
350
|
|
|
|
—
|
|
Net loss attributable to noncontrolling interests
|
|
|
—
|
|
|
|
—
|
|
|
|
(221
|
)
|
Change in fair value
|
|
|
—
|
|
|
|
—
|
|
|
|
3,330
|
|
Balance at March 31, 2012
|
|
$
|
5,096
|
|
|
$
|
10,696
|
|
|
$
|
23,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total losses for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date
|
|
$
|
—
|
|
|
$
|
(350
|
)
|
|
$
|
—
|
|
|
|
Incentive
Award
Plan
|
|
|
Employment
Agreement
Award
|
|
|
Redeemable
Noncontrolling
Interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2010
|
|
$
|
—
|
|
|
$
|
6,824
|
|
|
$
|
30,635
|
|
Gains included in earnings (unrealized)
|
|
|
—
|
|
|
|
(40
|
)
|
|
|
—
|
|
Net income attributable to noncontrolling interests
|
|
|
—
|
|
|
|
—
|
|
|
|
203
|
|
Change in fair value
|
|
|
—
|
|
|
|
—
|
|
|
|
431
|
|
Balance at March 31, 2011
|
|
$
|
—
|
|
|
$
|
6,784
|
|
|
$
|
31,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amount of total gains for the period included in earnings attributable to the change in unrealized losses relating to assets and liabilities still held at the reporting date
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
Gains
(losses) included in earnings were recorded in the consolidated statement of operations as corporate selling, general and administrative
expenses for the three months ended
March 31, 2012 and 2011
.
For Level 3 assets
and liabilities measured at fair value on a recurring basis as of March 31, 2012, the significant unobservable inputs used in the
fair value measurements were as follows:
Level 3 liabilities
|
|
Valuation Technique
|
|
Significant Unobservable
Inputs
|
|
Significant
Unobservable Input
Value
|
|
|
|
|
|
|
|
|
|
Incentive Award Plan
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
11.5
|
%
|
Incentive Award Plan
|
|
Discounted Cash Flow
|
|
Long-term Growth Rate
|
|
3.0
|
%
|
Employment Agreement Award
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
11.5
|
%
|
Employment Agreement Award
|
|
Discounted Cash Flow
|
|
Long-term Growth Rate
|
|
3.0
|
%
|
Redeemable Noncontrolling Interest
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
12.5
|
%
|
Redeemable Noncontrolling Interest
|
|
Discounted Cash Flow
|
|
Long-term Growth Rate
|
|
2.5
|
%
|
Any significant increases
or decreases in significant inputs could result in significantly higher or lower fair value measurements.
Certain
assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These
assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included
in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value
when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value.
The Company concluded these assets were not impaired during the three months ended
March 31, 2012
,
and, therefore, were reported at carrying value as opposed to fair value.
(h) Impact of Recently Issued Accounting
Pronouncements
In May 2011, the FASB
issued ASU 2011-04, which provides a consistent definition of fair value and ensures that the fair value measurement and disclosure
requirements are similar between US GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value
measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. The Company adopted
this guidance on January 1, 2012 and it did not have a significant impact on the Company’s financial statements.
In September 2011,
the FASB issued ASU 2011-08, which provides companies with an option to perform a qualitative assessment that may allow them to
skip the two-step impairment test. ASU 2011-08 amends existing guidance by giving an entity the option to first assess qualitative
factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
If this is the case, companies will need to perform a more detailed two-step goodwill impairment test which is used to identify
potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. ASU 2011-08 is
effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company
adopted this guidance on January 1, 2012 and it did not have a significant impact on the Company’s financial statements.
In June 2011, the
FASB issued ASU 2011-05, “
Presentation of Comprehensive Income
,” which was subsequently modified in December
2011 by ASU 2011-12, “
Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items
Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05
.” This ASU amends existing
presentation and disclosure requirements concerning comprehensive income, most significantly by requiring that comprehensive income
be presented with net income in a continuous financial statement, or in a separate but consecutive financial statement. The provisions
of this ASU (as modified) are effective for fiscal years, and interim periods within those years, beginning after December 15,
2011. The adoption of this guidance did not have a material impact on the Company's financial statements, other than presentation
and disclosure.
(i) Liquidity
and Uncertainties Related to Going Concern
On
March 31, 2011, the Company entered into a new senior credit facility (the “2011 Credit Agreement”). Under the
2011 Credit Agreement, beginning June 30, 2011, we became required to maintain compliance with certain financial ratios (as
detailed in Note 9
—
Long-Term Debt
below). Based on our current projections, we expect to be in compliance
with these financial ratios and other covenants over the next twelve months.
(j) Redeemable noncontrolling
interest
Redeemable
noncontrolling interest is an interest in a subsidiary that is redeemable outside of the Company’s control either for cash
or other assets. This interest is classified as mezzanine equity and measured at the greater of estimated redemption value at the
end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The
resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings,
or in the absence of retained earnings, additional paid-in-capital.
(k) Investments
Investment Securities
Investments
consist primarily of corporate fixed maturity securities and mortgage-backed securities.
Investments
with original maturities in excess of three months and less than one year are classified as short-term investments. Long-term investments
have original maturities in excess of one year.
Debt
securities are classified as “available-for-sale” and reported at fair value. Investments in available-for-sale fixed
maturity securities are classified as either current or noncurrent assets based on their contractual maturities. Fixed maturity
securities are carried at estimated fair value based on quoted market prices for the same or similar instruments. Investment income
is recognized when earned and reported net of investment expenses. Unrealized gains and losses are excluded from earnings and are
reported as a separate component of accumulated other comprehensive income (loss) until realized, unless the losses are deemed
to be other than temporary. Realized gains or losses, including any provision for other-than-temporary declines in value, are included
in the statements of operations. For purposes of computing realized gains and losses, the specific-identification method of determining
cost was used.
Evaluating Investments
for Other than Temporary Impairments
The
Company periodically performs evaluations, on a lot-by-lot and security-by-security basis, of its investment holdings in accordance
with its impairment policy to evaluate whether any declines in the fair value of investments are other than temporary. This evaluation
consists of a review of several factors, including but not limited to: length of time and extent that a security has been in an
unrealized loss position, the existence of an event that would impair the issuer’s future earnings potential, and the near-term
prospects for recovery of the market value of a security. The FASB has issued guidance for recognition and presentation of other
than temporary impairment (“OTTI”), or FASB OTTI guidance. Accordingly, any credit-related impairment of fixed maturity
securities that the Company does not intend to sell, and is not likely to be required to sell, is recognized in the consolidated
statements of operations, with the noncredit-related impairment recognized in other comprehensive loss.
For
fixed maturity securities where fair value is less than amortized cost, and where the securities are not deemed to be credit-impaired,
the Company has asserted that it has no intent to sell and that it believes it is more likely than not that it will not be required
to sell the investment before recovery of its amortized cost basis. If such an assertion had not been made, the security’s
decline in fair value would be deemed to be other than temporary and the entire difference between fair value and amortized cost
would be recognized in the statements of income.
For
fixed maturity securities, a critical component of the evaluation for OTTI is the identification of credit-impaired securities,
where the Company does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the security.
The difference between the present value of projected future cash flows expected to be collected and the amortized cost basis is
recognized as credit-related OTTI in the statements of income. If fair value is less than the present value of projected future
cash flows expected to be collected, the portion of OTTI related to other than credit factors is reduced in accumulated other comprehensive
income.
In order to determine
the amount of credit loss for a fixed maturity security, the Company calculates the recovery value by performing a discounted cash
flow analysis based on the present value of future cash flows expected to be received. The discount rate is generally the effective
interest rate of the fixed maturity security prior to impairment.
When determining the
collectability and the period over which the fixed maturity security is expected to recover, the Company considers the same factors
utilized in its overall impairment evaluation process described above.
The Company believes
that it has adequately reviewed its investment securities for OTTI and that its investment securities are carried at fair value.
However, over time, the economic and market environment (including any ratings change for any such securities, including US treasuries
and corporate bonds) may provide additional insight regarding the fair value of certain securities, which could change management’s
judgment regarding OTTI. This could result in realized losses relating to other than temporary declines being charged against future
income. Given the judgments involved, there is a continuing risk that further declines in fair value may occur and material OTTI
may be recorded in future periods.
(l) Launch Support
TV One has entered
into certain affiliate agreements requiring various payments by TV One for launch support. Launch assets are assets used to initiate
carriage under new affiliation agreements and are amortized over the term of the respective contracts. Amortization is recorded
as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as
launch support amortization expense. The weighted-average amortization period for launch support is approximately 3.6 years. For
the three months ended March 31, 2012, launch asset amortization of approximately $2.5 million was recorded as a reduction of revenue.
(m) Content Assets
TV One has entered
into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted
in these contracts generally run from one year to perpetuity. Contract payments are made in installments over terms that are generally
shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual
commitment when the license period begins and the program is available for its first airing.
Program rights
are recorded at the lower of amortized cost or estimated net realizable value. Program rights are amortized based on the
greater of the usage of the program or term of license. Estimated net realizable values are based on the estimated revenues
directly associated with the program materials and related expenses. The Company recorded an additional $96,000 of
amortization expense as a result of evaluating its contracts for recoverability for the three months ended March 31, 2012.
All produced and co-produced content is classified as a long-term asset, except for the portion of the unamortized
licensed content balance that will be amortized within one year, as it is classified as a current asset.
(n) Prepaid Programming and Deposits
Prepaid programming
and deposits represent deposits made for the acquisition of TV One programming rights and the production of content that have not
been recorded as content assets as the license period has not begun and the asset is not available for its first airing.
2. ACQUISITIONS:
In
February 2005, the Company acquired approximately 51% of the common stock of Reach Media for approximately $55.8 million in
a combination of approximately $30.4 million of cash and 1,809,648 shares of the Company’s Class D common
stock valued at approximately $25.4 million. A subsidiary of Citadel, Reach Media’s sales representative and an investor
in the company, owned a noncontrolling interest in Reach Media. In November 2009, that subsidiary sold its ownership
interest to Reach Media in exchange for a $1.0 million note that was due and paid in December 2011 (See Note 9 –
Long-Term
Debt
) as an inducement for Reach Media to execute a new sales representation agreement. This transaction increased Radio One’s
common stock interest in Reach Media to 53.5%.
On
February 25, 2011, TV One completed a privately placed debt offering of $119 million (the “Redemption Financing”).
The Redemption Financing is structured as senior secured notes bearing a 10% coupon and due in 2016. Subsequently, on February 28,
2011, TV One utilized $82.4 million of the Redemption Financing to repurchase 15.4% of its outstanding membership interests
from certain of its financial investors and 2.0% of its outstanding membership interests held by TV One management (representing
approximately 50% of interests held by management).
Beginning on April 14, 2011, the Company began to account for TV One
on a consolidated basis after having executed an amendment to the TV One operating agreement with the remaining members of TV One
concerning certain governance issues. The Company’s preliminary purchase price allocation consisted of approximately $61.2
million to current assets, $39.0 million to launch assets, $2.4 million to fixed assets, $204.1 million to indefinite-lived intangibles
(goodwill and TV One brand), $287.3 million to definite-lived intangibles (content assets, acquired advertising contracts, advertiser
relationships, affiliation agreements, etc.), $225.7 million to liabilities (including the $119.0 million in debt discussed above)
and $203.0 million in noncontrolling interests. In accordance with accounting standards applicable to business combinations, the
Company recorded the assets and liabilities of TV One at fair value as of April 14, 2011. The Company recognized an after-tax gain
of approximately $146.9 million during the second quarter of 2011 associated with the transaction. The gain is computed as the
difference between the carrying value of the Company’s investment in TV One prior to date of consolidation and the fair value
of Radio One’s interest in TV One as of the consolidation date. Finally, on April 25, 2011, TV One utilized the balance
of the Redemption Financing to repurchase 12.4% of its outstanding membership interests from DIRECTV. These redemptions by
TV
One increased Radio One’s ownership interest in TV One from 36.8%
to approximately 50.9% as of April 25, 2011.
Subsequent to April 2011, our ownership in TV One increased to approximately
51.0% after a redemption of certain management interests.
The
following unaudited pro forma summary presents consolidated information of the Company as if the consolidation of TV One had occurred
on January 1, 2011. The pro forma financial information gives effect to the Company’s consolidation of TV One by the application
of the pro forma adjustments to the historical consolidated financial statements of the Company. Such unaudited pro forma financial
information is based on the historical financial statements of the Company and TV One and certain adjustments, which the Company
believes to be reasonable based on current available information, to give effect to these transactions. Pro forma adjustments were
made from January 1, 2011 up to the date of the consolidation with the actual results reflected thereafter in the pro forma financial
information.
The
unaudited pro forma condensed consolidated financial data does not purport to represent what the Company’s results of operations
actually would have been if the consolidation of TV One had occurred on January 1, 2011, or what such results will be for any future
periods. The actual results in the periods following the consolidation date may differ significantly from that reflected in the
unaudited pro forma condensed consolidated financial data for a number of reasons including, but not limited to, differences between
the assumptions used to prepare the unaudited pro forma condensed consolidated financial data and the actual amounts.
The
financial information of TV One has been derived from the historical financial statements of TV One, which were prepared in accordance
with US GAAP.
Unaudited
adjustments have been made to adjust the results of TV One to reflect additional amortization expense that would have been incurred
assuming the fair value adjustments to intangible assets as well as additional interest expense on the debt assumed had been applied
from January 1, 2011, as well as additional pro forma adjustments, to give effect to these transactions occurring on January 1,
2011.
|
|
Three Months Ended
March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
103,042
|
|
|
$
|
95,841
|
|
Costs and expenses, net
|
|
|
182,284
|
|
|
|
8,180
|
|
Net (loss) income
|
|
|
(79,242
|
)
|
|
|
87,661
|
|
3. DISCONTINUED OPERATIONS:
As of June 2011, our
remaining Boston radio station was made the subject of an LMA whereby we
have
made available, for a fee, air time on this station to another party
. The remaining assets and liabilities of stations sold
or made subject to an LMA have been reclassified as discontinued operations as of March 31, 2012 and
December
31, 2011. Thus,
stations sold or stations that we do not operate that are the subject of an LMA results from operations
for the three months ended March 31, 2012 and 2011, have been reclassified as discontinued operations in the accompanying consolidated
financial statements.
The following table
summarizes the operating results for all of the stations sold or stations that we do not operate that are the subject of an LMA
are classified as discontinued operations for all periods presented:
|
|
Three Months Ended
March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
—
|
|
|
$
|
37
|
|
Station operating expenses
|
|
|
58
|
|
|
|
76
|
|
Depreciation and amortization
|
|
|
18
|
|
|
|
16
|
|
Interest income
|
|
|
(90
|
)
|
|
|
—
|
|
Gain on sale of assets
|
|
|
—
|
|
|
|
(19
|
)
|
Income (loss) before income taxes
|
|
|
14
|
|
|
|
(36
|
)
|
Provision for income taxes
|
|
|
—
|
|
|
|
—
|
|
Income (loss) from discontinued operations, net of tax
|
|
$
|
14
|
|
|
$
|
(36
|
)
|
The assets and liabilities of these stations
classified as discontinued operations in the accompanying consolidated balance sheets consisted of the following:
|
|
As of
|
|
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In thousands)
|
|
Currents assets:
|
|
|
|
|
|
|
Accounts receivable, net of allowance for doubtful accounts
|
|
$
|
94
|
|
|
$
|
89
|
|
Total current assets
|
|
|
94
|
|
|
|
89
|
|
Intangible assets, net
|
|
|
1,202
|
|
|
|
1,202
|
|
Property and equipment, net
|
|
|
256
|
|
|
|
274
|
|
Total assets
|
|
$
|
1,552
|
|
|
$
|
1,565
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Other current liabilities
|
|
$
|
241
|
|
|
$
|
260
|
|
Total current liabilities
|
|
|
241
|
|
|
|
260
|
|
Long-term liabilities
|
|
|
26
|
|
|
|
29
|
|
Total liabilities
|
|
$
|
267
|
|
|
$
|
289
|
|
4. GOODWILL, RADIO BROADCASTING LICENSES AND OTHER
INTANGIBLE ASSETS:
Impairment
Testing
In
the past, we have made acquisitions whereby a significant amount of the purchase price was allocated to radio broadcasting licenses,
goodwill and other intangible assets. In accordance with ASC 350,
“Intangibles - Goodwill and Other,”
we do
not amortize our radio broadcasting licenses and goodwill. Instead, we perform a test for impairment annually or on an interim
basis when events or changes in circumstances or other conditions suggest impairment may have occurred. Other intangible assets
continue to be amortized on a straight-line basis over their useful lives. We perform our annual impairment test as of October
1 of each year.
Valuation
of Broadcasting Licenses
We
utilize the services of a third-party valuation firm to provide independent analysis when evaluating the fair value of our radio
broadcasting licenses and reporting units. Fair value is estimated to be the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date. Effective January 1, 2002,
we began using the income approach to test for impairment of radio broadcasting licenses. We believe this method of valuation to
be consistent with ASC 805-20-S-99-3,
“Use of the Residual Method to Value Acquired Assets Other Than Goodwill.”
A projection period of 10 years is used, as that is the time horizon in which operators and investors generally expect to recover
their investments. When evaluating our radio broadcasting licenses for impairment, the testing is done at the unit of accounting
level as determined by ASC 350,
“Intangibles - Goodwill and Other.”
In our case, each unit of accounting is
a clustering of radio stations into one of the 15 geographical radio markets that we own and/or operate. Broadcasting
license fair values are based on the estimated after-tax discounted future cash flows of the applicable unit of accounting assuming
an initial hypothetical start-up operation which possesses FCC licenses as the only asset. Over time, it is assumed the operation
acquires other tangible assets such as advertising and programming contracts, employment agreements and going concern value, and
matures into an average performing operation in a specific radio market. The income approach model incorporates several variables,
including, but not limited to: (i) radio market revenue estimates and growth projections; (ii) estimated market share and revenue
for the hypothetical participant; (iii) likely media competition within the market; (iv) estimated start-up costs and losses incurred
in the early years; (v) estimated profit margins and cash flows based on market size and station type; (vi) anticipated capital
expenditures; (vii) probable future terminal values; (viii) an effective tax rate assumption; and (ix) a discount rate based on
the weighted-average cost of capital for the radio broadcast industry. In calculating the discount rate, we considered: (i) the
cost of equity, which includes estimates of the risk-free return, the long-term market return, small stock risk premiums and industry
beta; (ii) the cost of debt, which includes estimates for corporate borrowing rates and tax rates; and (iii) estimated average
percentages of equity and debt in capital structures. Since our annual October 2011 assessment, we have not made any changes to
the methodology for valuing broadcasting licenses.
During
the second quarter of 2011, the total market revenue growth for certain markets was below that used in our 2010 annual impairment
testing. We deemed that to be an impairment indicator that warranted interim impairment testing of certain of our radio broadcasting
licenses, which we performed as of May 31, 2011. During the third quarter of 2011, there was further deterioration of revenue growth
in certain markets, and as such, we deemed that to be an impairment indicator that warranted interim testing of certain radio broadcasting
licenses as of September 30, 2011. The Company concluded that our radio broadcasting licenses were not impaired during the second
or third quarters of 2011. The Company completed its annual impairment testing as of October 1, 2011 and concluded that our radio
broadcasting licenses were not impaired. Below are some of the key assumptions used in the income approach model for estimating
broadcasting licenses fair values for all annual and interim impairment assessments performed since January 2011.
Radio Broadcasting
Licenses
|
|
May 31,
|
|
|
September 30,
|
|
|
October 1,
|
|
2011 (a)
|
|
|
2011 (a)
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax impairment charge
(in millions)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
|
10.0
|
%
|
|
|
9.5
|
%
|
|
|
10.0
|
%
|
Year 1 Market Revenue Growth Rate or Range
|
|
|
1.3% -2.8
|
%
|
|
|
1.5% -2.0
|
%
|
|
|
1.5% -2.5
|
%
|
Long-term Market Revenue Growth Rate Range (Years 6 – 10)
|
|
|
1.5% - 2.0
|
%
|
|
|
1.5% - 2.0
|
%
|
|
|
1.0% - 2.0
|
%
|
Mature Market Share Range
|
|
|
9.0% - 22.5
|
%
|
|
|
9.3% - 22.4
|
%
|
|
|
0.7% - 28.9
|
%
|
Operating Profit Margin Range
|
|
|
32.7% - 40.8
|
%
|
|
|
32.7% - 33.0
|
%
|
|
|
19.1% - 47.4
|
%
|
|
(a)
|
Reflects changes only to the key assumptions used in the second and third quarter
interim testing for certain reporting units.
|
Valuation
of Goodwill
The
impairment testing of goodwill is performed at the reporting unit level. We had 19 reporting units as of our October 2011 annual
impairment assessment. For the purpose of evaluating goodwill for impairment, the 19 reporting units consisted of the 15 radio
markets that we own and/or operate and four other business divisions. In testing for the impairment of goodwill, with the assistance
of a third-party valuation firm, we primarily rely on the income approach. The approach involves a 10-year model with similar variables
as described above for broadcasting licenses, except that the discounted cash flows are generally based on the Company’s
estimated and projected market revenue, market share and operating performance for its reporting units, instead of those for a
hypothetical participant. We follow a two-step process to evaluate if a potential impairment exists for goodwill. The first step
of the process involves estimating the fair value of each reporting unit. If the reporting unit’s fair value is less than
its carrying value, a second step is performed as per the guidance of ASC 805-10,
“Business Combinations,”
to
allocate the fair value of the reporting unit to the individual assets and liabilities of the reporting unit in order to determine
the implied fair value of the reporting unit’s goodwill as of the impairment assessment date. Any excess of the carrying
value of the goodwill over the implied fair value of the goodwill is written off as a charge to operations. Since our annual assessment,
we have not made any changes to the methodology of valuing or allocating goodwill when determining the carrying values of the radio
markets, Reach Media, Interactive One or TV One.
During
the second and third quarters of 2011, the operating performance and current projections for the remainder of the year for specific
radio markets were below that used in our 2010 annual impairment testing. We deemed that to be an impairment indicator that warranted
interim impairment testing of goodwill associated with specific radio markets, which we performed as of May 31, 2011 and as of
September 30, 2011, respectively. The Company concluded that goodwill had not been impaired during the second and third quarters
of 2011.
We completed our annual impairment assessment as of October 1, 2011. As a result of our annual testing, we recorded
an impairment charge of approximately $14.5 million against goodwill in our Columbus market during the fourth quarter of 2011.
Below
are some of the key assumptions used in the income approach model for estimating goodwill fair values for the annual and interim
impairments assessments performed since January 2011.
Goodwill (Radio
Market Reporting
|
|
May 31,
|
|
|
September 30,
|
|
|
October 1,
|
|
Units)
|
|
2011 (a)
|
|
|
2011 (a)
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax impairment charge (in millions)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
14.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
|
10.0
|
%
|
|
|
9.5
|
%
|
|
|
10.0
|
%
|
Year 1 Market Revenue Growth Rate or Range
|
|
|
1.5% -3.0 %
|
|
|
|
1.5
|
%
|
|
|
2.0% -2.5 %
|
|
Long-term Market Revenue Growth Rate or Range (Years 6 – 10)
|
|
|
1.5% - 2.0 %
|
|
|
|
1.5
|
%
|
|
|
1.5% - 2.0 %
|
|
Mature Market Share or Share Range
|
|
|
7.0% - 23.0 %
|
|
|
|
13.8
|
%
|
|
|
7.4% - 20.8 %
|
|
Operating Profit Margin or Margin Range
|
|
|
30.0% - 56.0 %
|
|
|
|
36.0
|
%
|
|
|
29.5% - 54.0 %
|
|
(a)
Reflects
changes only to the key assumptions used in the second and third quarter interim testing for certain reporting units.
In
March, June and September of 2011, the Company performed interim impairment testing on the valuation of goodwill associated with
Reach Media. Reach Media’s actual operating results did not meet budgeted results during 2011 and as such, interim impairment
testing for goodwill attributable to Reach Media was performed. As a result of the interim impairment tests, the Company concluded
that the carrying value of goodwill attributable to Reach Media had not been impaired.
We also completed an impairment assessment
as of December 31, 2011 for Reach Media. Due to amendments of existing Reach Media affiliate agreements with Radio One, Reach Media’s
expected future cash flows will be reduced. There were no goodwill impairment charges recorded as part of our year end impairment
testing. However, the Company recognized a non-cash impairment charge of approximately $7.8 million related to the long-lived assets
of Reach Media.
Below
are some of the key assumptions used in the income approach model for estimating the fair value for Reach Media for all interim,
annual and year end assessments since January 2011. When compared to the discount rates used for assessing radio market reporting
units, the higher discount rates used in these assessments reflect a premium for a riskier and broader media business, with a heavier
concentration and significantly higher amount of programming content related intangible assets that are highly dependent on the
on-air personality Tom Joyner. With the assistance of a third-party valuation firm, the Company assessed the fair value of the
redeemable noncontrolling interest in Reach Media at March 31, 2012. Upon review of the results of the interim and year-end impairment
tests, and quarter-end assessment, the Company concluded that the carrying value of goodwill attributable to Reach Media had not
been impaired.
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
Reach Media Goodwill
|
|
2011
|
|
|
2011
|
|
|
2011
|
|
|
2011
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax impairment charge (in millions)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
|
13.5
|
%
|
|
|
13.0
|
%
|
|
|
12.0
|
%
|
|
|
12.5
|
%
|
|
|
12.5
|
%
|
Year 1 Revenue Growth Rate
|
|
|
2.5
|
%
|
|
|
2.5
|
%
|
|
|
2.5
|
%
|
|
|
2.5
|
%
|
|
|
2.5
|
%
|
Long-term Revenue Growth Rate Range
|
|
|
(1.3)% - 4.9
|
%
|
|
|
(0.2)% - 3.9
|
%
|
|
|
(2.0)% - 3.5
|
%
|
|
|
3.0% - 12.7
|
%
|
|
|
2.2% - 9.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Profit Margin Range
|
|
|
16.2% - 27.4
|
%
|
|
|
17.6% - 22.6
|
%
|
|
|
18.8% - 21.7
|
%
|
|
|
(2.0)% - 16.8
|
%
|
|
|
3.7% - 18.1
|
%
|
Goodwill
Valuation Results
The
table below presents the changes in the carrying amount of goodwill by segment during the three month period ended March 31,
2012. The goodwill balances for each reporting unit are not disclosed so as to not make publicly available sensitive information
that could potentially be competitively harmful to the Company.
|
|
Goodwill Carrying Balances
|
|
|
|
As of
|
|
|
|
|
|
As of
|
|
Segment
|
|
December 31,
2011
|
|
|
Increase
(Decrease)
|
|
|
March 31,
2012
|
|
|
|
|
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio Broadcasting Segment
|
|
$
|
70.8
|
|
|
$
|
—
|
|
|
$
|
70.8
|
|
Reach Media Segment
|
|
|
14.4
|
|
|
|
—
|
|
|
|
14.4
|
|
Internet Segment
|
|
|
21.8
|
|
|
|
—
|
|
|
|
21.8
|
|
Cable Television Segment
|
|
|
165.0
|
|
|
|
—
|
|
|
|
165.0
|
|
Total
|
|
$
|
272.0
|
|
|
$
|
—
|
|
|
$
|
272.0
|
|
Intangible
Assets Excluding Goodwill and Radio Broadcasting Licenses
Other
intangible assets, excluding goodwill and radio broadcasting licenses, are amortized on a straight-line basis over various periods.
Other intangible assets consist of the following:
|
|
As of
|
|
|
|
|
|
|
March 31, 2012
|
|
|
December 31, 2011
|
|
|
Period of
Amortization
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade names
|
|
$
|
17,133
|
|
|
$
|
17,133
|
|
|
|
2-5 Years
|
|
Talent agreement
|
|
|
19,549
|
|
|
|
19,549
|
|
|
|
10 Years
|
|
Debt financing and modification costs
|
|
|
16,128
|
|
|
|
16,115
|
|
|
|
Term of debt
|
|
Intellectual property
|
|
|
14,151
|
|
|
|
14,151
|
|
|
|
4-10 Years
|
|
Affiliate agreements
|
|
|
186,755
|
|
|
|
186,755
|
|
|
|
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
|
|
|
47,688
|
|
|
|
47,688
|
|
|
|
2-7 Years
|
|
Favorable office and transmitter leases
|
|
|
3,358
|
|
|
|
3,358
|
|
|
|
2-60 Years
|
|
Brand names
|
|
|
2,539
|
|
|
|
2,539
|
|
|
|
2.5 Years
|
|
Brand name - unamortized
|
|
|
39,688
|
|
|
|
39,688
|
|
|
|
Indefinite
|
|
Other intangibles
|
|
|
3,662
|
|
|
|
3,662
|
|
|
|
1-5 Years
|
|
|
|
|
353,193
|
|
|
|
353,180
|
|
|
|
|
|
Less: Accumulated amortization
|
|
|
(98,087
|
)
|
|
|
(90,200
|
)
|
|
|
|
|
Other intangible assets, net
|
|
$
|
255,106
|
|
|
$
|
262,980
|
|
|
|
|
|
Amortization
expense of intangible assets for the three months ended March 31, 2012 and 2011 was approximately $7.1 million and $1.4 million,
respectively. The amortization of deferred financing costs was charged to interest expense for all periods presented. The amount
of deferred financing costs included in interest expense for the three months ended March 31, 2012 and 2011 was approximately $1.1
million and $1.6 million, respectively.
The
following table presents the Company’s estimate of amortization expense for the remainder of 2012 and years 2013 through
2017 for intangible assets, excluding deferred financing costs:
|
|
(In thousands)
|
|
|
|
|
|
2012 (April through December)
|
|
$
|
21,341
|
|
2013
|
|
$
|
27,912
|
|
2014
|
|
$
|
27,314
|
|
2015
|
|
$
|
26,043
|
|
2016
|
|
$
|
25,886
|
|
2017
|
|
$
|
25,880
|
|
Actual
amortization expense may vary as a result of future acquisitions and dispositions.
The
gross value and accumulated amortization of the launch assets is as follows:
|
|
March 31, 2012
|
|
|
Weighted Average Period of Amortization
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Launch assets
|
|
$
|
39,543
|
|
|
|
3.6 Years
|
|
Less: Accumulated amortization
|
|
|
(9,595
|
)
|
|
|
|
|
Launch assets, net
|
|
$
|
29,948
|
|
|
|
|
|
Future
estimated launch support amortization expense or revenue reduction related to launch assets for the remainder of 2012 and years
2013 through 2015 is as follows:
|
|
(In thousands)
|
|
|
|
|
|
2012 (April through December)
|
|
$
|
7,500
|
|
2013
|
|
$
|
9,947
|
|
2014
|
|
$
|
9,902
|
|
2015
|
|
$
|
2,599
|
|
5. CONTENT ASSETS:
TV One has entered
into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted
in these contracts generally run from one year to perpetuity. Contract payments are made in installments over terms that are generally
shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual
commitment when the license period begins and the program is available for its first airing.
The
gross value and accumulated amortization of the content assets is as follows:
|
|
March 31, 2012
|
|
|
Period of Amortization
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Content assets
|
|
$
|
106,241
|
|
|
|
1-8 Years
|
|
Less: Accumulated amortization
|
|
|
(39,740
|
)
|
|
|
|
|
Content assets, net
|
|
$
|
66,501
|
|
|
|
|
|
Future
estimated content amortization expense related to agreements entered into as of March 31, 2012 for the remainder of 2012 and years
2013 through 2017 is as follows:
|
|
(In thousands)
|
|
|
|
|
|
2012 (April through December)
|
|
$
|
21,964
|
|
2013
|
|
$
|
20,403
|
|
2014
|
|
$
|
12,260
|
|
2015
|
|
$
|
5,102
|
|
2016
|
|
$
|
2,785
|
|
2017
|
|
$
|
1,364
|
|
6. INVESTMENT IN AFFILIATED COMPANY:
In
January 2004, the Company, together with an affiliate of Comcast Corporation and other investors, launched TV One, an entity formed
to operate a cable television network featuring lifestyle, entertainment and news-related programming targeted primarily towards
African-American viewers. At that time, we committed to make a cumulative cash investment of $74.0 million in TV One, of which
$60.3 million had been funded as of April 30, 2007. Since December 31, 2006, the initial four year commitment period for funding
the capital had been extended on a quarterly basis due in part to TV One’s lower than anticipated capital needs. In connection
with the Redemption Financing (as defined in Note 2 —
Acquisitions
), we funded our remaining capital commitment
amount of approximately $13.7 million on April 19, 2011 and currently anticipate no further capital commitment. In December 2004,
TV One entered into a distribution agreement with DIRECTV and certain affiliates of DIRECTV became investors in TV One.
On
February 25, 2011, TV One completed its $119 million Redemption Financing. The Redemption Financing is structured
as senior secured notes bearing a 10% coupon and is due in 2016. Subsequently, on February 28, 2011, TV One utilized $82.4 million
of the Redemption Financing to repurchase 15.4% of its outstanding membership interests from certain financial investors and
2.0% of its outstanding membership interests held by TV One management (representing approximately 50% of interests held by management).
Beginning on April 14, 2011, the Company began to account for TV One on a consolidated basis after having executed an amendment
to the TV One operating agreement with the remaining members of TV One concerning certain governance issues.
Finally,
on April 25, 2011, TV One utilized the balance of the Redemption Financing to repurchase 12.4% of its outstanding membership
interests from DIRECTV. These redemptions by TV One, increased Radio One’s holding in TV One from 36.8% to approximately
50.9% as of April 25, 2011.
Subsequent to April 2011, our ownership in TV One increased to approximately 51.0% after
a further redemption of certain management interests.
Prior to the consolidation
date,
the Company recorded its investment at cost and had adjusted its carrying
amount of the investment to recognize the change in the Company’s claim on the net assets of TV One resulting from operating
income or losses of TV One as well as other capital transactions of TV One using a hypothetical liquidation at book value approach.
On April 14, 2011,
the Company began to account for TV One on a consolidated basis and the basis of the assets and liabilities
of TV One at that date were recorded at fair value. For the three months ended March 31, 2012 and 2011, the Company’s allocable
share of TV One’s operating income was $0 and approximately $3.1 million, respectively.
We
entered into separate network services and advertising services agreements with TV One in 2003. Under the network services agreement,
we provided TV One with administrative and operational support services and access to Radio One personalities. In consideration
of providing these services, we received equity in TV One, and received an annual cash fee of $500,000 for providing services under
the network services agreement. The network services agreement, originally scheduled to expire in January 2009 was extended
to January 2011, at which time it expired.
Under
an advertising services agreement, we provided a specified amount of advertising to TV One. Prior to the consolidation date, the
Company was accounting for the services provided to TV One under the advertising services agreement in accordance with ASC 505-50-30,
“
Equity
.” As services were provided to TV One, the Company recorded revenue based on the fair value of
the most reliable unit of measurement in these transactions. The most reliable unit of measurement had been determined to be the
value of underlying advertising time that was provided to TV One.
The Company recognized $160,000 and $373,000 in revenue
relating to this agreement for the three months ended March 31, 2012 and 2011, respectively.
The
advertising services agreement was also originally scheduled to expire in January 2009 and was extended to January 2011, at
which time it expired. However, we entered into a new advertising services agreement with TV One with an effective date of January
2011. Under the new advertising services agreement, we (i) provide advertising services to TV One on certain of our media properties
and (ii) act as media placement agent for TV One in certain instances. In return for such services, TV One pays us for such advertising
time and services and
,
where we act as media placement agent
,
pays us a media placement fee equal to the lesser of 15% of media placement costs or a market rate, in addition to reimbursing
us (or paying in advance) for all actual costs associated with the media placement services.
Summarized
unaudited financial information for our significant equity investment is reported below (in thousands, amounts represent 100% of
investee financial information):
Statement of Operations
|
|
Three Months Ended
March 31, 2011
|
|
|
|
(In thousands)
|
|
|
|
|
|
Net revenue
|
|
$
|
30,832
|
|
Costs and expenses
|
|
|
24,408
|
|
Earnings from continuing operations
|
|
|
6,424
|
|
Net income
|
|
$
|
6,424
|
|
Balance Sheet
|
|
As of March 31, 2011
|
|
|
|
(In thousands)
|
|
|
|
|
|
Current assets
|
|
$
|
58,011
|
|
Non-current assets
|
|
$
|
151,092
|
|
Current liabilities
|
|
$
|
8,885
|
|
Non-current liabilities
|
|
$
|
169,648
|
|
Equity
|
|
$
|
30,570
|
|
7. INVESTMENTS:
The Company’s investments (short-term
and long-term) consist of the following:
|
|
Amortized Cost
Basis
|
|
|
Gross
Unrealized
Losses
|
|
|
Gross
Unrealized
Gains
|
|
|
Fair
Value
|
|
|
|
(In thousands)
|
|
March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
4,173
|
|
|
$
|
(59
|
)
|
|
$
|
159
|
|
|
$
|
4,273
|
|
Government sponsored enterprise mortgage-backed securities
|
|
|
504
|
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
501
|
|
Total investments
|
|
$
|
4,677
|
|
|
$
|
(62
|
)
|
|
$
|
159
|
|
|
$
|
4,774
|
|
The
following tables show the gross unrealized losses and fair value of the Company’s investments with unrealized losses that
are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities
have been in a continuous unrealized loss position:
|
|
Fair
Value
< 1 Year
|
|
|
Unrealized
Losses
< 1 Year
|
|
|
Fair
Value
> 1 Year
|
|
|
Unrealized
Losses
> 1 Year
|
|
|
Total
Unrealized
Losses
|
|
|
|
(In thousands)
|
|
March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate debt securities
|
|
$
|
859
|
|
|
$
|
(26
|
)
|
|
$
|
1,326
|
|
|
$
|
(33
|
)
|
|
$
|
(59
|
)
|
Government sponsored enterprise mortgage-backed securities
|
|
|
-
|
|
|
|
-
|
|
|
|
498
|
|
|
|
(3
|
)
|
|
|
(3
|
)
|
Total investments
|
|
$
|
859
|
|
|
$
|
(26
|
)
|
|
$
|
1,824
|
|
|
$
|
(36
|
)
|
|
$
|
(62
|
)
|
The Company’s
investments in debt securities are sensitive to interest rate fluctuations, which impact the fair value of individual securities.
Unrealized losses on the Company’s investments in debt securities have occurred due to volatility and liquidity concerns
within the capital markets during the quarter ended March 31, 2012.
The amortized cost
and estimated fair value of debt securities at March 31, 2012, by contractual maturity, are shown below. Actual maturities may
differ from contractual maturities of mortgage-backed securities because borrowers have the right to call or prepay obligations
with or without call or prepayment penalties.
|
|
Amortized Cost
Basis
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
Within 1 year
|
|
$
|
591
|
|
|
$
|
582
|
|
After 1 year through 5 years
|
|
|
2,476
|
|
|
|
2,573
|
|
After 5 years through 10 years
|
|
|
903
|
|
|
|
918
|
|
After 10 years
|
|
|
203
|
|
|
|
200
|
|
Mortgage-backed securities
|
|
|
504
|
|
|
|
501
|
|
Total
|
|
$
|
4,677
|
|
|
$
|
4,774
|
|
A primary objective
in the management of the fixed maturity portfolios is to maximize total return relative to underlying liabilities and respective
liquidity needs. In achieving this goal, assets may be sold to take advantage of market conditions or other investment opportunities,
as well as tax considerations. Sales will generally produce realized gains or losses. In the ordinary course of business, the Company
may sell securities for a number of reasons, including, but not limited to: (i) changes to the investment environment; (ii) expectation
that the fair value could deteriorate further; (iii) desire to reduce exposure to an issuer or an industry; (iv) changes in credit
quality; and (v) changes in expected cash flow. Available-for-sale securities were sold as follows:
|
|
Three Months Ended
March 31, 2012
|
|
|
|
|
|
Proceeds from sales
|
|
$
|
3,859
|
|
Gross realized gains
|
|
|
8
|
|
Gross realized losses
|
|
|
(37
|
)
|
8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES:
ASC
815,
“Derivatives and Hedging,”
establishes disclosure requirements related to derivative instruments and hedging
activities with the intent to provide users of financial statements with an enhanced understanding of: (i) how and why an
entity uses derivative instruments; (ii) how derivative instruments and related hedged items are accounted for and its related
interpretations; and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial
performance, and cash flows. ASC 815 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative
disclosures about the fair value of gains and losses on derivative instruments, and disclosures about credit-risk-related
contingent features in derivative instruments.
The
fair values and the presentation of the Company’s derivative instruments in the consolidated balance sheets are as follows:
|
|
Liability Derivatives
|
|
|
|
As of March 31, 2012
|
|
As of December 31, 2011
|
|
|
|
(Unaudited)
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
Employment agreement award
|
|
Other Long-Term Liabilities
|
|
$
|
10,696
|
|
Other Long-Term Liabilities
|
|
$
|
10,346
|
|
Total derivatives
|
|
|
|
$
|
10,696
|
|
|
|
$
|
10,346
|
|
The effect and the
presentation of the Company’s derivative instruments on the consolidated statements of operations are as follows:
Derivatives in
Cash Flow
Hedging
Relationships
|
|
Amount of Gain in Other
Comprehensive Loss on
Derivative (Effective Portion)
|
|
|
Loss Reclassified from
Accumulated Other Comprehensive
Loss 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,
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
2012
|
|
|
2011
|
|
Interest rate swaps
|
|
$
|
—
|
|
|
$
|
158
|
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
(258
|
)
|
|
Interest expense
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives Not Designated
as Hedging Instruments
|
|
Location of Gain (Loss)
in Income of Derivative
|
|
Amount of Gain (Loss) in Income of Derivative
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
Employment agreement award
|
|
Corporate selling, general and administrative expense
|
|
$
|
350
|
|
|
$
|
40
|
|
Hedging Activities
In
June 2005, pursuant to our Previous Credit Agreement (as defined in Note 9 —
Long-Term Debt
), the Company
entered into four fixed rate swap agreements to reduce interest rate fluctuations on certain floating rate debt commitments. One
of the four $25.0 million swap agreements expired in each of June 2007 and 2008, and 2010, respectively. The remaining $25.0 million
swap agreement was terminated on March 31, 2011 in conjunction with the March 31, 2011 retirement of our Previous Credit Agreement.
We have no swap agreements in connection with our current credit facilities.
Each
swap agreement had been accounted for as a qualifying cash flow hedge of the Company’s senior bank debt, in accordance with
ASC 815
,
“Derivatives and Hedging,”
whereby changes in the fair market value are reflected as adjustments
to the fair value of the derivative instruments as reflected on the accompanying consolidated financial statements.
The
Company’s objectives in using interest rate swaps were to manage interest rate risk associated with the Company’s floating
rate debt commitments and to add stability to future cash flows. To accomplish this objective, the Company used interest rate swaps
as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the
receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the
agreements without exchange of the underlying notional amount.
The
effective portion of changes in the fair value of derivatives designated and qualifying as cash flow hedges was recorded in
Accumulated Other Comprehensive Loss and subsequently reclassified into earnings in the period that the hedged forecasted transaction
affects earnings. During the three months ended March 31, 2011, such derivatives were used to hedge the variable cash flows associated
with existing floating rate debt commitments. The ineffective portion of the change in fair value of the derivatives,
if any, was recognized directly in earnings.
Amounts
reported in Accumulated Other Comprehensive Loss related to derivatives were reclassified to interest expense as interest payments
were made on the Company’s floating rate debt.
Under
the swap agreements, the Company paid a fixed rate. The counterparties to the agreements paid the Company a floating interest rate
based on the three month LIBOR, for which measurement and settlement is performed quarterly. The counterparties to these agreements
were international financial institutions.
Other Derivative Instruments
The
Company recognizes all derivatives at fair value, whether designated in hedging relationships or not, on the balance sheet as either
an asset or liability. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded
in other contracts, depends on the intended use of the derivative and the resulting designation. If the derivative is designated
as a fair value hedge, the changes in the fair value of the derivative and the hedged item are recognized in the statement of operations.
If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in other comprehensive
income and are recognized in the statement of operations when the hedged item affects net income. If a derivative does not qualify
as a hedge, it is marked to fair value through the statement of operations.
As
of March 31, 2012, the Company was party to an Employment Agreement executed in April 2008 with the CEO. Pursuant to the Employment
Agreement, the CEO is 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 reassessed the estimated fair value
of the award at March 31, 2012 to be approximately $10.7 million, and accordingly, adjusted its liability to this amount.
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 if the CEO voluntarily leaves the Company, or is terminated
for cause. The Company is currently in negotiations with the Company’s CEO for a new employment agreement. Until such time
as his new employment agreement is executed, the terms of his April 2008 employment agreement remain in effect including eligibility
for the TV One award.
9. LONG-TERM DEBT:
Long-term
debt consists of the following:
|
|
March 31, 2012
|
|
|
December
31, 2011
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Senior bank term debt
|
|
$
|
382,140
|
|
|
$
|
383,105
|
|
6⅜
% Senior Subordinated Notes due February 2013
|
|
|
747
|
|
|
|
747
|
|
12½%/15% Senior Subordinated Notes due May 2016
|
|
|
319,838
|
|
|
|
312,800
|
|
10% Senior Secured TV One Notes due March 2016
|
|
|
119,000
|
|
|
|
119,000
|
|
Total debt
|
|
|
821,725
|
|
|
|
815,652
|
|
Less: current portion
|
|
|
4,607
|
|
|
|
3,860
|
|
Less: original issue discount
|
|
|
6,411
|
|
|
|
6,748
|
|
Long-term debt, net
|
|
$
|
810,707
|
|
|
$
|
805,044
|
|
Credit
Facilities
March
2011 Refinancing Transaction
On
March 31, 2011, the Company entered into a new senior secured credit facility (the “2011 Credit Agreement”) with a
syndicate of banks, and simultaneously borrowed $386.0 million to retire all outstanding obligations under the Company’s
previous amended and restated credit agreement and to fund our obligation with respect to a capital call initiated by TV One. The
total amount available under the 2011 Credit Agreement is $411.0 million, consisting of a $386.0 million term loan facility that
matures on March 31, 2016 and a $25.0 million revolving loan facility that matures on March 31, 2015. Borrowings under the credit
facilities are subject to compliance with certain covenants including, but not limited to, certain financial covenants. Proceeds
from the credit facilities can be used for working capital, capital expenditures made in the ordinary course of business, its common
stock repurchase program, permitted direct and indirect investments and other lawful corporate purposes.
The
2011 Credit Agreement contains affirmative and negative covenants that the Company is required to comply with, including:
|
(a)
|
maintaining an interest coverage ratio of no less than:
|
§
|
1.25 to 1.00 on June 30, 2011 and the last day of each fiscal quarter through September 30, 2015; and
|
§
|
1.50 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.
|
(b) maintaining
a senior secured leverage ratio of no greater than:
§
|
5.25 to 1.00 on June 30, 2011;
|
§
|
5.00 to 1.00 on September 30, 2011 and December 31, 2011;
|
§
|
4.75 to 1.00 on March 31, 2012;
|
§
|
4.50 to 1.00 on June 30, 2012, September 30, 2012 and December 31, 2012;
|
§
|
4.00 to 1.00 on March 31, 2013 and the last day of each fiscal quarter through September 30, 2013;
|
§
|
3.75 to 1.00 on December 31, 2013 and the last day of each fiscal quarter through September 30, 2014;
|
§
|
3.25 to 1.00 on December 31, 2014 and the last day of each fiscal quarter through September 30, 2015; and
|
§
|
2.75 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.
|
(c) maintaining
a total leverage ratio of no greater than:
§
|
9.25 to 1.00 on June 30, 2011 and the last day of each fiscal quarter through December 31, 2011;
|
§
|
9.00 to 1.00 on March 31, 2012;
|
§
|
8.75 to 1.00 on June 30, 2012;
|
§
|
8.50 to 1.00 on September 30, 2012 and December 31, 2012;
|
§
|
8.00 to 1.00 on March 31, 2013 and the last day of each fiscal quarter through September 30, 2013;
|
§
|
7.50 to 1.00 on December 31, 2013 and the last day of each fiscal quarter through September 30, 2014;
|
§
|
6.50 to 1.00 on December 31, 2014 and the last day of each fiscal quarter through September 30, 2015; and
|
§
|
6.00 to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.
|
(d)
limitations on:
§
|
liens;
|
§
|
sale of assets;
|
§
|
payment of dividends; and
|
§
|
mergers.
|
As of March 31, 2012,
ratios calculated in accordance with the 2011 Credit Agreement, are as follows:
|
|
As of
March 31,
2012
|
|
|
Covenant
Limit
|
|
|
Excess
Coverage
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Last Twelve Months Covenant EBITDA (In millions)
|
|
$
|
85.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Last Twelve Months Interest Expense (In millions)
|
|
$
|
48.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Debt (In millions)
|
|
$
|
359.5
|
|
|
|
|
|
|
|
Total Debt (In millions)
|
|
$
|
680.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Leverage
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Debt / Covenant EBITDA
|
|
|
4.19
|
x
|
|
4.75
|
x
|
|
0.56
|
x
|
|
|
|
|
|
|
|
|
|
|
|
Total Leverage
|
|
|
|
|
|
|
|
|
|
|
Total Debt / Covenant EBITDA
|
|
|
7.93
|
x
|
|
|
9.00
|
x
|
|
|
1.07
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Coverage
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenant EBITDA / Interest Expense
|
|
|
1.76
|
x
|
|
|
1.25
|
x
|
|
|
0.51
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA - Earnings before interest, taxes, depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with
the 2011 Credit Agreement, the calculations for the ratios above do not include the operating results and related debt of Reach
Media and TV One.
As
of March 31, 2012, the Company was in compliance with all of its financial covenants under the 2011 Credit Agreement.
Under
the terms of the 2011 Credit Agreement, interest on base rate loans is payable quarterly and interest on LIBOR loans is payable
monthly or quarterly. The base rate is equal to the greater of (i) the prime rate, (ii) the Federal Funds Effective Rate plus
0.50% or (iii) the LIBOR Rate for a one-month period plus 1.00%. The applicable margin on the 2011 Credit Agreement is between
(i) 4.50% and 5.50% on the revolving portion of the facility and (ii) 5.00% (with a base rate floor of 2.5% per annum) and 6.00%
(with a LIBOR floor of 1.5% per annum) on the term portion of the facility. Commencing on June 30, 2011, quarterly installments
of 0.25%, or $960,000, of the principal balance on the $386.0 million term loan are payable on the last day of each March, June,
September and December.
As
of March 31, 2012, the Company had approximately $23.8 million of borrowing capacity under its revolving credit facility. After
taking into consideration the financial covenants under the 2011 Credit Agreement, the full amount was available to be borrowed.
As
of March 31, 2012, the Company had outstanding approximately $382.1 million on its term credit facility. During the quarter ended
March 31, 2012, the Company repaid approximately $1.0 million under the 2011 Credit Agreement. Proceeds from the 2011 Credit Agreement
of approximately $378.3 million, net of original issue discount, were used to repay the Amended and Restated Credit Agreement (as
defined below) and pay other fees and expenses, with the balance of the proceeds used to fund the TV One capital call. The original
issue discount is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest
expense over the term of the credit facility.
Period
between and including the November 2010 Refinancing Transactions and entering into the 2011 Credit Agreement
On
November 24, 2010, the Company entered into a credit agreement amendment with its prior syndicate of banks. The credit agreement
amendment, which amended and restated the Previous Credit Agreement (as defined below) (as so amended and restated, the “Amended
and Restated Credit Agreement”), among other things, replaced the existing amount of outstanding revolving loans with a $323.0
million term loan and provided for three tranches of revolving loans, including a $20.0 million revolver to be used for working
capital, capital expenditures, investments, and other lawful corporate purposes, a $5.1 million revolver to be used solely to redeem
and retire the 2011 Notes, and a $13.7 million revolver to be used solely to fund a capital call with respect to TV One (the “November
2010 Refinancing Transaction”).
The
Amended and Restated Credit Agreement provided for maintenance of the following maximum fixed charge coverage ratio as of the last
day of each fiscal quarter:
Effective Period
|
|
Ratio
|
November 24, 2010 to December 30, 2010
|
|
1.05 to 1.00
|
December 31, 2010 to June 30, 2012
|
|
1.07 to 1.00
|
The
Amended and Restated Credit Agreement also provided for maintenance of the following maximum total leverage ratios (subject to
certain adjustments if subordinated debt is issued or any portion of the $13.7 million revolver was used to fund a TV One capital
call):
Effective Period
|
|
Ratio
|
November 24, 2010 to December 30, 2010
|
|
9.35 to 1.00
|
December 31, 2010 to December 30, 2011
|
|
9.00 to 1.00
|
December 31, 2011 and thereafter
|
|
9.25 to 1.00
|
The
Amended and Restated Credit Agreement also provided for maintenance of the following maximum senior leverage ratios (subject to
certain adjustments if any portion of the $13.7 million revolver was used to fund a TV One capital call):
Beginning
|
|
No greater than
|
November 24, 2010 to December 30, 2010
|
|
5.25 to 1.00
|
December 31, 2010 to March 30, 2011
|
|
5.00 to 1.00
|
March 31, 2011 to September 29, 2011
|
|
4.75 to 1.00
|
September 30, 2011 to December 30, 2011
|
|
4.50 to 1.00
|
December 31, 2011 and thereafter
|
|
4.75 to 1.00
|
The
Amended and Restated Credit Agreement provided for maintenance of average weekly availability at any time during any period set
forth below:
Beginning
|
|
Average weekly availability no less than
|
|
November 24, 2010 through and including June 30, 2011
|
|
$
|
10,000,000
|
|
July 1, 2011 and thereafter
|
|
$
|
15,000,000
|
|
During
the period between and including November 24, 2010 and March 31, 2011, the Company was in compliance with all of its financial
covenants under the Amended and Restated Credit Agreement.
Under
the terms of the Amended and Restated Credit Agreement, interest on both alternate base rate loans and LIBOR loans was payable
monthly. The LIBOR interest rate floor was 1.00% and the alternate base rate was equal to the greater of the prime rate,
the Federal Funds Effective Rate plus 0.50% and the LIBOR Rate for a one-month period plus 1.00%. Interest payable on
(i) LIBOR loans were at LIBOR plus 6.25% and (ii) alternate base rate loans was at an alternate base rate plus 5.25% (and, in each
case, could have been permanently increased if the Company exceeded certain senior leverage ratio levels, tested quarterly beginning
June 30, 2011). The interest rate paid in excess of LIBOR could have been as high as 7.25% during the last quarter prior
to maturity if the Company exceeded the senior leverage ratio levels on each test date. Commencing on September 30, 2011, quarterly
installments of 0.25%, or $807,500, of the principal balance on the $323.0 million term loan were payable on the last day of each
March, June, September and December.
Under
the terms of the Amended and Restated Credit Agreement, quarterly installments of principal on the term loan facility were
payable on the last day of each March, June, September and December commencing on September 30, 2007 in a percentage amount of
the principal balance of the term loan facility outstanding on September 30, 2007, net of loan repayments, of 1.25% between September
30, 2007 and June 30, 2008, 5.0% between September 30, 2008 and June 30, 2009, and 6.25% between September 30, 2009 and June 30,
2012. Based on the (i) $174.4 million net principal balance of the term loan facility outstanding on September 30, 2008, (ii) a
$70.0 million prepayment in March 2009, (iii) a $31.5 million prepayment in May 2009 and (iv) a $5.0 million prepayment in May
2010, quarterly payments of $4.0 million are payable between June 30, 2010 and June 30, 2012.
On
December 24, 2010, all remaining outstanding 2011 Notes were repurchased pursuant to the indenture governing the 2011 Notes. We
incurred approximately $4.5 million in borrowings under the Amended and Restated Credit Agreement in connection with such repurchase.
As
a result of our repurchase and refinancing of the 2011 Notes, the expiration of the Amended and Restated Credit Agreement was June
30, 2012.
On
March 31, 2011, the Company repaid all obligations under, and terminated, the Amended and Restated Credit Agreement with proceeds
from a new senior credit facility governed by the 2011 Credit Agreement. During the quarter ended March 31, 2011 the Company did
not borrow from the Amended and Restated Credit Agreement and repaid approximately $353.7 million.
Pre
November 2010 Refinancing Transactions
In
June 2005, the Company entered into the Credit Agreement with a syndicate of banks (the “Previous Credit Agreement”),
and simultaneously borrowed $437.5 million to retire all outstanding obligations under its Previous Credit Agreement. The Previous
Credit Agreement was amended in April 2006 and September 2007 to modify certain financial covenants and other provisions. Prior
to the November 2010 Refinancing Transaction, the Previous Credit Agreement was to expire the earlier of (a) six months prior
to the scheduled maturity date of the
8⅞
% Senior Subordinated
Notes due July 1, 2011 (January 1, 2011) (unless the
8⅞
%
Senior Subordinated Notes have been repurchased or refinanced prior to such date) or (b) June 30, 2012. The total amount available
under the Credit Agreement was $800.0 million, consisting of a $500.0 million revolving facility and a $300.0 million term loan
facility. Borrowings under the credit facilities were subject to compliance with certain provisions including, but not limited,
to financial covenants. The Company could use proceeds from the credit facilities for working capital, capital expenditures made
in the ordinary course of business, its common stock repurchase program, permitted direct and indirect investments and other lawful
corporate purposes.
During
the quarter ended March 31, 2010, we noted that certain of our subsidiaries identified as guarantors in our financial statements
did not have requisite guarantees filed with the trustee as required under the terms of the indentures governing the 6⅜%
Senior Subordinated Notes due 2013 (the “2013 Notes”) and 2011 Notes (the “Non-Joinder of Certain Subsidiaries”).
The Non-Joinder of Certain Subsidiaries caused a non-monetary, technical default under the terms of the relevant indentures
at December 31, 2009, causing a non-monetary, technical cross-default at December 31, 2009 under the terms of our Previous Credit
Agreement. On March 30, 2010, we joined the relevant subsidiaries as guarantors under the relevant indentures (the “Joinder”).
Further, on March 30, 2010, we entered into a third amendment (the “Third Amendment”) to the Previous Credit Agreement.
The Third Amendment provided for, among other things: (i) a $100.0 million revolver commitment reduction (from $500.0 million
to $400.0 million) under the bank facilities; (ii) a 1.0% floor with respect to any loan bearing interest at a rate determined
by reference to the adjusted LIBOR (iii) certain additional collateral requirements; (iv) certain limitations on the use of proceeds
from the revolving loan commitments; (v) the addition of Interactive One, LLC as a guarantor of the loans under the Previous Credit
Agreement and under the notes governed by the Company’s 2011 Notes and 2013 Notes; (vi) the waiver of the technical cross-defaults
that existed as of December 31, 2009 and through the date of the amendment arising due to the Non-Joinder of Certain Subsidiaries;
and (vii) the payment of certain fees and expenses of the lenders in connection with their diligence work on the amendment.
Under
the terms of the Previous Credit Agreement, upon any breach or default under either the
8⅞
%
Senior Subordinated Notes due July 2011 or the
6⅜
% Senior Subordinated
Notes due February 2013, the lenders could among other actions immediately terminate the Previous Credit Agreement and declare
the loans then outstanding under the Previous Credit Agreement to be due and payable in whole immediately. Similarly,
under the
8⅞
% Senior Subordinated Notes and the
6⅜
%
Senior Subordinated Notes, a default under the terms of the Previous Credit Agreement would constitute an event of default, and
the trustees or the holders of at least 25% in principal amount of the then outstanding notes (under either class) could have
declared the principal of such class of note and interest to be due and payable immediately.
As
of each of June 30, 2010, July 1, 2010 and September 30, 2010, we were not in compliance with the terms of the Previous Credit
Agreement. More specifically, (i) as of June 30, 2010, we failed to maintain a total leverage ratio of 7.25 to 1.00
(ii) as of each of July 1, 2010 and September 30, 2010, as a result of a step down of the total leverage ratio from no greater
than 7.25 to 1.00 to no greater than 6.50 to 1.00 effective for the period July 1, 2010 to September 30, 2011, we also failed to
maintain the requisite total leverage ratio and (iii) as of September 30, 2010, we failed to maintain a senior leverage ratio of
4.00 to 1.00. On July 15, 2010, the Company and its subsidiaries entered into a forbearance agreement (the “Forbearance
Agreement”) with Wells Fargo Bank, N.A. (successor by merger to Wachovia Bank, National Association), as administrative agent
(the “Agent”), and financial institutions constituting the majority of outstanding loans and commitments (the “Required
Lenders”) under the Previous Credit Agreement, relating to the defaults and events of default existing as of June 30, 2010
and July 1, 2010. On August 13, 2010, we entered into an amendment to the Forbearance Agreement (the “Forbearance
Agreement Amendment”) that, among other things, extended the termination date of the Forbearance Agreement to September 10,
2010, unless terminated earlier by its terms, and provided additional forbearance related to the then anticipated default caused
by an opinion of Ernst & Young LLP expressing substantial doubt about the Company’s ability to continue as a going
concern as issued in connection with the restatement of our financial statements. Under the Forbearance Agreement and
the Forbearance Agreement Amendment, the Agent and the Required Lenders maintained the right to deliver “payment blockage
notices” to the trustees for the holders of the 2011 Notes and/or the 2013 Notes.
On
August 5, 2010, the Agent delivered a payment blockage notice to the Trustee under the Indenture governing our 2013 Notes. As
a result, neither we nor any of our guaranteeing subsidiaries could make any payment or distribution of any kind or character in
respect of obligations under the 2013 Notes, including the interest payment that was scheduled to be made on August 16, 2010. The
30-day grace period for the nonpayment of interest before such nonpayment constituted an event of default under the 2013 Notes
Indenture expired on September 15, 2010. While the trustee or holders of at least 25% in principal amount of the then
outstanding 2013 Notes could have declared the principal amount, and accrued and unpaid interest, on all outstanding 2013 Notes
to be due and payable immediately as a result of such event of default, no such remedies were exercised as we continued to negotiate
the terms of the amended exchange offer and a new support agreement with the members of the ad hoc group of holders of our 2011
Notes and 2013 Notes. The event of default under the 2013 Notes Indenture also constituted an event of default under
the Previous Credit Agreement. While the Forbearance Agreement Amendment expired by its terms on September 10, 2010,
we and the Agent continued to negotiate the terms of a credit facility amendment and the Agent and the lenders did not exercise
additional remedies under the Previous Credit Agreement. The Amended and Restated Credit Agreement cured all of these issues.
Senior
Subordinated Notes
Period
after the November 2010 Refinancing Transactions and after the March 2011 Refinancing Transaction
On
November 24, 2010, we issued $286.8 million of our 12
1
/
2
%/15% Senior Subordinated Notes due May 2016 in a
private placement and exchanged and then cancelled approximately $97.0 million of $101.5 million in aggregate principal amount
outstanding of our 2011 Notes and approximately $199.3 million of $200.0 million in aggregate principal amount outstanding of our
2013 Notes (the 2013 Notes together with the 2011 Notes, the “Prior Notes”). We entered into supplemental
indentures in respect of each of the Prior Notes which waived any and all existing defaults and events of default that had arisen
or may have arisen that may be waived and eliminated substantially all of the covenants in each indenture governing the Prior Notes,
other than the covenants to pay principal and interest on the Prior Notes when due, and eliminated the related events of default.
Subsequently, all remaining outstanding 2011 Notes were repurchased pursuant to the indenture governing the 2011 Notes, effective
as of December 24, 2010.
As
of March 31, 2012, the Company had outstanding $747,000 of its
6⅜
%
Senior Subordinated Notes due February 2013 and $319.8 million of its 12½%/15% Senior Subordinated Notes due May 2016.
The 12½%/15% Senior Subordinated Notes due May 2016 had a carrying value of $319.8 million and a fair value of approximately
$225.5 million as of March 31, 2012, and the
6⅜
% Senior
Subordinated Notes due February 2013 had a carrying value of $747,000 and a fair value of approximately $702,000 as of March 31,
2012. The fair values were determined based on the trading value of the instruments as of the reporting date.
Interest
payments under the terms of the
6⅜
% Senior Subordinated Notes
are due in February and August. Based on the $747,000 principal balance of the
6⅜
%
Senior Subordinated Notes outstanding on March 31, 2012, interest payments of $24,000 are payable each February and August through
February 2013.
Interest
on the 12½%/15% Senior Subordinated Notes is payable in cash, or at our election, partially in cash and partially
through the issuance of additional 12½%/15% Senior Subordinated Notes (a “PIK Election”) on a quarterly basis
in arrears on February 15, May 15, August 15 and November 15, commencing on February 15, 2011. We may make a PIK Election
only with respect to interest accruing up to but not including May 15, 2012, and with respect to interest accruing from and after
May 15, 2012 such interest shall accrue at a rate of 12.5% per annum and shall be payable in cash.
Interest
on the Exchange Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was
most recently paid. Interest will accrue for each quarterly period at a rate of 12.5% per annum if the interest for
such quarterly period is paid fully in cash. In the event of a PIK Election, including the PIK Election currently in
effect, the interest paid in cash and the interest paid-in-kind by issuance of additional Exchange Notes (“PIK Notes”)
will accrue for such quarterly period at 6.0% cash per annum and 9.0% PIK per annum.
In
the absence of an election for any interest period, interest on the Exchange Notes shall be payable according to the election for
the previous interest period, provided that interest accruing from and after May 15, 2012 shall accrue at a rate of 12.5% per annum
and shall be payable in cash. A PIK Election is currently in effect and will remain in effect through
May 15, 2012. After May 15, 2012, interest shall accrue at a rate of 12.5% per annum and shall be payable wholly in cash and the
Company will no longer have an option to pay any portion of its interest through the issuance of PIK Notes.
During
the quarter ended March 31, 2012, the Company paid cash interest in the amount of approximately $15.5 million and issued approximately
$7.0 million of additional 12½%/15% Senior Subordinated Notes in accordance with the PIK Election that is currently in
effect.
The
indentures governing the Company’s 12½%/15% Senior Subordinated Notes also contain covenants that restrict, among
other things, the ability of the Company to incur additional debt, purchase common stock, make capital expenditures, make investments
or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets,
or merge, consolidate or sell all or substantially all of its assets.
The
Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and
unconditionally guaranteed the Company’s 12½%/15% Senior Subordinated Notes, the
6⅜% Senior Subordinated
Notes and the Company’s obligations under the 2011 Credit Agreement.
Period
prior to November 2010 Refinancing Transactions
Subsequent
to December 31, 2009, we noted that certain of our subsidiaries identified as guarantors in our financial statements did not have
requisite guarantees filed with the trustee as required under the terms of the indentures (the “Non-Joinder of Certain Subsidiaries”).
The Non-Joinder of Certain Subsidiaries caused a non-monetary, technical default under the terms of the relevant indentures
at December 31, 2009, causing a non-monetary, technical cross-default at December 31, 2009 under the terms of our Credit Agreement
dated as of June 13, 2005. We have since joined the relevant subsidiaries as guarantors under the relevant indentures (the
“Joinder”). Further, on March 30, 2010, we entered into a third amendment (the “Third Amendment”)
to the Credit Agreement. The Third Amendment provides for, among other things: (i) a $100.0 million revolver commitment reduction
under the bank facilities; (ii) a 1.0% floor with respect to any loan bearing interest at a rate determined by reference to the
adjusted LIBOR; (iii) certain additional collateral requirements; (iv) certain limitations on the use of proceeds from the revolving
loan commitments; (v) the addition of Interactive One, LLC as a guarantor of the loans under the Credit Agreement and under the
notes governed by the Company’s 2001 and 2005 senior subordinated debt documents; (vi) the waiver of the technical cross-defaults
that existed as of December 31, 2009 and through the date of the amendment arising due to the Non-Joinder of Certain Subsidiaries;
and (vii) the payment of certain fees and expenses of the lenders in connection with their diligence in connection with the amendment.
As
of each of June 30, 2010, July 1, 2010 and September 30, 2010, we were not in compliance with the terms of our Previous Credit
Agreement. More specifically, (i) as of June 30, 2010, we failed to maintain a total leverage ratio of 7.25 to 1.00
(ii) as of each of July 1, 2010 and September 30, 2010, as a result of a step down of the total leverage ratio from no greater
than 7.25 to 1.00 to no greater than 6.50 to 1.00 effective for the period July 1, 2010 to September 30, 2011, we also failed to
maintain the requisite total leverage ratio and (iii) as of September 30, 2010, we failed to maintain a senior leverage ratio of
4.00 to 1.00. On July 15, 2010, the Company and its subsidiaries entered into the Forbearance Agreement with Wells Fargo
Bank, N.A. (successor by merger to Wachovia Bank, National Association), as Agent, and the Required Lenders under our Previous
Credit Agreement, relating to the defaults and events of default existing as of June 30, 2010 and July 1, 2010. On August
13, 2010, we entered into an amendment to the Forbearance Agreement Amendment that, among other things, extended the
termination date of the Forbearance Agreement to September 10, 2010, unless terminated earlier by its terms, and provided additional
forbearance related to the then anticipated default caused by an opinion of Ernst & Young LLP expressing substantial doubt
about the Company’s ability to continue as a going concern as issued in connection with the restatement of our financial
statements. Under the Forbearance Agreement and the Forbearance Agreement Amendment, the Agent and the Required Lenders
maintained the right to deliver “payment blockage notices” to the trustees for the holders of the 2011 Notes and/or
the 2013 Notes.
On
August 5, 2010, the Agent under our Previous Credit Agreement delivered a payment blockage notice to the Trustee under the Indenture
governing our 2013 Notes. As a result, neither we nor any of our guaranteeing subsidiaries could make any payment or
distribution of any kind or character in respect of obligations under the 2013 Notes, including the interest payment that was scheduled
to be made on August 16, 2010. The 30-day grace period for the nonpayment of interest before such nonpayment constituted
an event of default under the 2013 Notes Indenture expired on September 15, 2010. While the trustee or holders of at
least 25% in principal amount of the then outstanding 2013 Notes could declare the principal amount, and accrued and unpaid interest,
on all outstanding 2013 Notes to be due and payable immediately as a result of such event of default, as of the date of this filing,
no such remedies were exercised as we continued to negotiate the terms of the amended exchange offer and a new support agreement
with the members of the ad hoc group of holders of our 2011 and 2013 Notes. The event of default under the 2013 Notes
Indenture also constituted an event of default under the Previous Credit Agreement. As of November 24, 2010, as a result
of the November 2010 Refinancing Transactions, any and all existing defaults and events of default that had arisen or may have
arisen were cured.
Senior
Secured Notes
In
connection with the Redemption Financing, TV One issued $119.0 million in senior secured notes on February 25, 2011. The notes
were issued in connection with the repurchase of its equity interest from certain financial investors and TV One management. The
notes bear interest at 10.0% per annum, which is payable monthly, and the entire principal amount is due on March 15, 2016.
Note
Payable
In
November 2009, Reach Media issued a $1.0 million, 7% promissory note in connection with the repurchase of certain of its common
stock held by a minority shareholder, a subsidiary of Cumulus (formerly Citadel). The note was due and paid on December 30, 2011.
As noted above, the note was issued in connection with Reach Media reacquiring Citadel’s noncontrolling stock ownership in
Reach Media as well as entering into a new sales representation agreement with Radio Networks, a subsidiary of Citadel.
Future
scheduled minimum principal payments of debt as of March 31, 2012 are as follows:
|
|
Senior
Subordinated
Notes
|
|
|
Credit Facility
|
|
|
Senior Secured
Notes
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
April – December 2012
|
|
$
|
—
|
|
|
$
|
2,895
|
|
|
$
|
—
|
|
2013
|
|
|
747
|
|
|
|
3,860
|
|
|
|
—
|
|
2014
|
|
|
—
|
|
|
|
3,860
|
|
|
|
—
|
|
2015
|
|
|
—
|
|
|
|
3,860
|
|
|
|
—
|
|
2016
|
|
|
319,838
|
|
|
|
367,665
|
|
|
|
119,000
|
|
Total Debt
|
|
$
|
320,585
|
|
|
$
|
382,140
|
|
|
$
|
119,000
|
|
10. INCOME TAXES:
The
Company recorded a tax expense of approximately $65.3 million on a pre-tax loss from continuing operations of approximately $9.9
million for the three month period ended March 31, 2012, which resulted in a tax rate of (656.1)%. This rate is based on the
blending of an estimated annual effective tax rate of (744.0)% for Radio One, which has a full valuation allowance for its deferred
tax assets (“DTAs”), with an estimated annual effective tax rate of 44.4% for Reach Media, which does not have a valuation
allowance.
The
Company concluded it was more likely than not that the benefit from certain of its DTAs would not be realized. The Company considered
its historically profitable jurisdictions, its sources of future taxable income and tax planning strategies in determining the
amount of valuation allowance recorded. As part of that assessment, the Company also determined that it was not appropriate under
generally accepted accounting principles to benefit its DTAs based on deferred tax liabilities (“DTLs”) related to
indefinite-lived intangibles that cannot be scheduled to reverse in the same period. Because the DTL in this case would not
reverse until some future indefinite period when the intangibles are either sold or impaired, any resulting temporary differences
cannot be considered a source of future taxable income to support realization of the DTAs.
For
the three months ended March 31, 2012, an additional valuation allowance for the current year anticipated increase to DTAs related
to net operating loss carryforwards from the amortization of indefinite-lived intangibles was included in the annual effective
tax rate calculation.
During
2011, the consolidation of TV One included an adjustment to the DTL related to the partnership investment in TV One. The Company
evaluated the DTL and concluded that a portion will not reverse within the requisite period since it relates to indefinite-lived
assets and cannot be offset against the DTAs. This item generated a tax expense of approximately $1.0 million for the three months
ended March 31, 2012 and did not generate any expense for the three months ended March 31, 2011 as the consolidation of TV One
did not occur until the second quarter of 2011. The DTL on the indefinite-lived intangibles of Radio One generated a tax expense
of approximately $64.0 million for the three months ended March 31, 2012. The remaining portion of the tax expense of $258,000
consisted principally of Radio One state taxes of $750,000 which were offset by a tax benefit from Reach Media of $492,000.
11. STOCKHOLDERS’
EQUITY:
Common Stock
The
Company has four classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical
in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each
share of Class A common stock entitles its holder to one vote and each share of Class B common stock entitles its holder to ten
votes. The holders of Class C and Class D common stock are not entitled to vote on any matters. The holders of Class A common stock
can convert such shares into shares of Class C or Class D common stock. Subject to certain limitations, the holders of Class B
common stock can convert such shares into shares of Class A common stock. The holders of Class C common stock can convert such
shares into shares of Class A common stock. The holders of Class D common stock have no such conversion rights.
Stock Repurchase Program
In
April 2011, the Company’s board of directors authorized a repurchase of shares of the Company’s Class A and Class D
common stock (the “2011 Repurchase Authorization”). Under the 2011 Repurchase Authorization, the Company is authorized,
but is not obligated, to repurchase up to $15 million worth of its Class A and/or Class D common stock prior to April 13, 2013. Repurchases
will be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and
regulations. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price
of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. The
Company expects to implement this stock repurchase program in a manner consistent with market conditions and the interests of the
stockholders, including maximizing stockholder value. The Company continues to have an open stock repurchase authorization
with respect to its Class A and D stock.
During the three months ended March 31, 2012, the Company did not repurchase any
Class A Common Stock or Class D Common Stock.
Stock Option and Restricted
Stock Grant Plan
Under
the Company’s 1999 Stock Option and Restricted Stock Grant Plan (“Plan”), the Company had the authority to issue
up to 10,816,198 shares of Class D common stock and 1,408,099 shares of Class A common stock. The Plan expired
March 10, 2009. The options previously issued under this plan are exercisable in installments determined by the compensation committee
of the Company’s board of directors at the time of grant. These options expire as determined by the compensation committee,
but no later than ten years from the date of the grant. The Company uses an average life for all option awards. The Company settles
stock options upon exercise by issuing stock.
A
new stock option and restricted stock plan (the “2009 Stock Plan”) was approved by the stockholders at the Company’s
annual meeting on December 16, 2009. The terms of the 2009 Stock Plan are substantially similar to the prior Plan. The
Company has the authority to issue up to 8,250,000 shares of Class D common stock under the 2009 Stock Plan. As of March
31, 2012, 4,844,051 shares of Class D common stock were available for grant under the 2009 Stock Plan.
In
December 2009, the compensation committee and the non-executive members of the Board of Directors approved a long-term incentive
plan (the “2009 LTIP”) for certain “key” employees of the Company. The 2009 LTIP is comprised of 3,250,000
shares (the “LTIP Shares”) of the 2009 Stock Plan’s 8,250,000 shares of Class D common stock. Awards of the LTIP
Shares were granted in the form of restricted stock and allocated among 31 employees of the Company, including the named executive
officers. The named executive officers were allocated LTIP Shares as follows: (i) Chief Executive Officer (“CEO”) (1.0
million shares); (ii) the Chairperson (300,000 shares); (iii) the Chief Financial Officer (“CFO”) (225,000 shares);
(iv) the Chief Administrative Officer (“CAO”) (225,000 shares); and (v) the former President of the Radio Division
(“PRD”) (130,000 shares). The remaining 1,370,000 shares were allocated among 26 other “key” employees.
All awards will vest in three installments. The awards were granted effective January 5, 2010 and the first installment of
33% vested on June 5, 2010, the second installment vested on June 5, 2011. The third installment was originally scheduled to vest
on June 5, 2012 but upon determination by the compensation committee was accelerated to vest on November 19, 2011. Pursuant to
the terms of the 2009 Stock Plan, subject to the Company’s insider trading policy, a portion of each recipient’s vested
shares may be sold into the open market for tax purposes on or about the vesting dates.
The
Company follows the provisions under ASC 718,
“Compensation - Stock Compensation,”
using the modified prospective
method, which requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition
of compensation over the service period for awards expected to vest. These stock-based awards do not participate in dividends until
fully vested. The fair value of stock options is determined using the Black-Scholes (“BSM”) valuation model.
Such
fair value is recognized as an expense over the service period, net of estimated forfeitures, using the straight-line method. Estimating
the number of stock awards that will ultimately vest requires judgment, and to the extent actual forfeitures differ substantially
from our current estimates, amounts will be recorded as a cumulative adjustment in the period the estimated number of stock awards
are revised. We consider many factors when estimating expected forfeitures, including the types of awards, employee classification
and historical experience. Actual forfeitures may differ substantially from our current estimate.
The
Company also uses the BSM valuation model to calculate the fair value of stock-based awards. The BSM incorporates various assumptions
including volatility, expected life, and interest rates. For options granted, the Company uses the BSM option-pricing model and
determines: (i) the term by using the simplified “plain-vanilla” method as allowed under SAB No. 110; (ii) a
historical volatility over a period commensurate with the expected term, with the observation of the volatility on a daily basis;
and (iii) a risk-free interest rate that was consistent with the expected term of the stock options and based on the U.S.
Treasury yield curve in effect at the time of the grant.
Stock-based
compensation expense for the three months ended March 31, 2012 and 2011 was approximately $44,000 and $937,000 respectively.
The Company did not
grant stock options during the three months ended March 31, 2012 and granted 114,675 stock options during the three months ended
March 31, 2011
.
|
|
Three Months Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
Average risk-free interest rate
|
|
|
—
|
|
|
|
2.86
|
%
|
Expected dividend yield
|
|
|
—
|
|
|
|
0.00
|
%
|
Expected lives
|
|
|
—
|
|
|
|
6.25 years
|
|
Expected volatility
|
|
|
—
|
|
|
|
117.12
|
%
|
Transactions and other
information relating to stock options for the three months ended
March 31,
2012
are summarized below:
|
|
Number of
Options
|
|
|
Weighted-Average
Exercise Price
|
|
|
Weighted-Average
Remaining
Contractual Term
(In Years)
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at December 31, 2011
|
|
|
4,811,000
|
|
|
$
|
8.60
|
|
|
|
|
|
|
|
—
|
|
Grants
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Forfeited/cancelled/expired
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2012
|
|
|
4,811,000
|
|
|
$
|
8.60
|
|
|
|
4.22
|
|
|
$
|
—
|
|
Vested and expected to vest at March 31, 2012
|
|
|
4,799,000
|
|
|
$
|
8.62
|
|
|
|
4.21
|
|
|
$
|
—
|
|
Unvested at March 31, 2012
|
|
|
113,000
|
|
|
$
|
1.55
|
|
|
|
9.01
|
|
|
$
|
—
|
|
Exercisable at March 31, 2012
|
|
|
4,698,000
|
|
|
$
|
8.77
|
|
|
|
4.10
|
|
|
$
|
—
|
|
The aggregate intrinsic
value in the table above represents the difference between the Company’s stock closing price on the last day of trading during
the three months ended
March 31, 2012
and the exercise price, multiplied by the number of shares
that would have been received by the holders of in-the-money options had all the option holders exercised their options on
March
31, 2012
. This amount changes based on the fair market value of the Company’s stock. There were no options exercised
during the three months ended
March 31, 2012
. The number of options that vested during the three
months ended March 31, 2012 was 15,772.
As of
March
31, 2012
, $80,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average
period of 5.7 months. The stock option weighted-average fair value per share was $3.45 at
March 31,
2012
.
The Company did not
grant shares of restricted stock during the three months ended
March 31, 2012
and 2011.
Transactions and other
information relating to restricted stock grants for the three months ended
March 31, 2012
are
summarized below:
|
|
Shares
|
|
|
Average
Fair Value
at Grant
Date
|
|
Unvested at December 31, 2011
|
|
|
144,000
|
|
|
$
|
1.10
|
|
Grants
|
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
|
(25,000
|
)
|
|
$
|
1.04
|
|
Forfeited/cancelled/expired
|
|
|
—
|
|
|
$
|
—
|
|
Unvested at
March 31, 2012
|
|
|
119,000
|
|
|
$
|
1.12
|
|
The restricted stock
grants were included in the Company’s outstanding share numbers on the effective date of grant. As of
March
31, 2012
, $109,000 of total unrecognized compensation cost related to restricted stock grants is expected to be recognized
over the next 14 months.
12. SEGMENT INFORMATION:
The Company has four
reportable segments:
(i) Radio Broadcasting; (ii) Reach Media; (iii) Internet; and (iv) Cable
Television
. These segments operate in the United States and are consistently aligned with the Company’s management
of its businesses and its financial reporting structure.
The Radio Broadcasting
segment consists of all broadcast results of operations. The Company aggregates the broadcast markets in which it operates into
the Radio Broadcasting segment. The Reach Media segment consists of the results of operations for the Tom Joyner Morning Show and
related activities. The Internet segment includes the results of our online business, including the operations of Interactive One
and CCI. The Cable Television segment consists of TV One’s results of operations. Corporate/Eliminations/Other represents
financial activity associated with our corporate staff and offices and intercompany activity among the four segments.
Operating loss or
income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany
revenue earned and expenses charged between segments are recorded at fair value and eliminated in consolidation.
The accounting policies
described in the summary of significant accounting policies in Note 1 –
Organization and Summary of Significant Accounting
Policies
are applied consistently across the segments.
Detailed segment data
for the three months ended March 31, 2012 and 2011 is presented in the following tables:
|
|
Three Months Ended March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
Net Revenue:
|
|
|
|
|
|
|
|
|
Radio Broadcasting
|
|
$
|
52,733
|
|
|
$
|
48,258
|
|
Reach Media
|
|
|
13,553
|
|
|
|
14,725
|
|
Internet
|
|
|
5,785
|
|
|
|
3,515
|
|
Cable Television
|
|
|
32,236
|
|
|
|
—
|
|
Corporate/Eliminations/Other
|
|
|
(1,265
|
)
|
|
|
(1,489
|
)
|
Consolidated
|
|
$
|
103,042
|
|
|
$
|
65,009
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses (excluding depreciation, amortization and impairment charges and including stock-based compensation):
|
|
|
|
|
|
|
|
|
Radio Broadcasting
|
|
$
|
35,324
|
|
|
$
|
31,936
|
|
Reach Media
|
|
|
14,362
|
|
|
|
13,937
|
|
Internet
|
|
|
5,464
|
|
|
|
5,072
|
|
Cable Television
|
|
|
20,318
|
|
|
|
—
|
|
Corporate/Eliminations/Other
|
|
|
4,116
|
|
|
|
4,403
|
|
Consolidated
|
|
$
|
79,584
|
|
|
$
|
55,348
|
|
|
|
|
|
|
|
|
|
|
Depreciation and Amortization:
|
|
|
|
|
|
|
|
|
Radio Broadcasting
|
|
$
|
1,605
|
|
|
$
|
1,752
|
|
Reach Media
|
|
|
301
|
|
|
|
984
|
|
Internet
|
|
|
814
|
|
|
|
1,118
|
|
Cable Television
|
|
|
6,748
|
|
|
|
—
|
|
Corporate/Eliminations/Other
|
|
|
217
|
|
|
|
230
|
|
Consolidated
|
|
$
|
9,685
|
|
|
$
|
4,084
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
Radio Broadcasting
|
|
$
|
15,804
|
|
|
$
|
14,570
|
|
Reach Media
|
|
|
(1,110
|
)
|
|
|
(196
|
)
|
Internet
|
|
|
(493
|
)
|
|
|
(2,675
|
)
|
Cable Television
|
|
|
5,170
|
|
|
|
—
|
|
Corporate/Eliminations/Other
|
|
|
(5,598
|
)
|
|
|
(6,122
|
)
|
Consolidated
|
|
$
|
13,773
|
|
|
$
|
5,577
|
|
|
|
March 31, 2012
|
|
|
December 31, 2011
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In thousands)
|
|
Total Assets:
|
|
|
|
|
|
|
|
|
Radio Broadcasting
|
|
$
|
799,464
|
|
|
$
|
806,822
|
|
Reach Media
|
|
|
32,145
|
|
|
|
33,737
|
|
Internet
|
|
|
33,673
|
|
|
|
33,265
|
|
Cable Television
|
|
|
558,093
|
|
|
|
561,325
|
|
Corporate/Eliminations/Other
|
|
|
57,786
|
|
|
|
51,333
|
|
Consolidated
|
|
$
|
1,481,161
|
|
|
$
|
1,486,482
|
|
13. RELATED PARTY TRANSACTIONS:
The Company’s
CEO and Chairperson own a music company called Music One, Inc. (“Music One”). The Company sometimes engages in promoting
the recorded music product of Music One. Based on the cross-promotional value received by the Company, we believe that the provision
of such promotion is fair. During the three months ended March 31, 2012 and 2011, Radio One paid $0 and $4,000, respectively,
to or on behalf of Music One, primarily for market talent event appearances, travel reimbursement and sponsorships. For
the three months ended March 31, 2012 and 2011, the Company provided no advertising services to Music One. There were no cash,
trade or no-charge orders placed by Music One for the three months ended March 31, 2012 and 2011.
There were no office
space or administrative support transactions between Radio One and Music One during the three months ended March 31, 2012 and 2011,
respectively. Advertising spots are priced at an average unit rate. Based on the cross-promotional nature of the activities provided
by Music One and received by the Company, we believe that these methodologies of charging average unit rates or passing through
the actual costs incurred are fair and reflect terms no more favorable than terms generally available to a third-party.
14. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS:
The
Company conducts a portion of its business through its subsidiaries. All of the Company’s Subsidiary Guarantors have fully
and unconditionally guaranteed the Company’s
6⅜
Senior
Subordinated Notes due February 2013, the 12½%/15% Senior Subordinated Notes due May 2016, and the Company’s obligations
under the 2011 Credit Agreement.
Set
forth below are consolidated balance sheets for the Company and the Subsidiary Guarantors as of March 31, 2012
and December 31, 2011, and related consolidated statements of operations, comprehensive loss and cash flows for the
three months ended March 31, 2012 and 2011. The equity method of accounting has been used by the Company to report its
investments in subsidiaries. Separate financial statements for the Subsidiary Guarantors are not presented based on
management’s determination that they do not provide additional information that is material to investors.
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended March 31, 2012
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Radio
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
One, Inc.
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET REVENUE
|
|
$
|
31,103
|
|
|
$
|
71,939
|
|
|
$
|
—
|
|
|
$
|
103,042
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and technical
|
|
|
8,410
|
|
|
|
22,755
|
|
|
|
—
|
|
|
|
31,165
|
|
Selling, general and administrative, including stock-based compensation
|
|
|
14,708
|
|
|
|
24,118
|
|
|
|
—
|
|
|
|
38,826
|
|
Corporate selling, general and administrative, including stock-based compensation
|
|
|
—
|
|
|
|
9,593
|
|
|
|
—
|
|
|
|
9,593
|
|
Depreciation and amortization
|
|
|
1,821
|
|
|
|
7,864
|
|
|
|
—
|
|
|
|
9,685
|
|
Total operating expenses
|
|
|
24,939
|
|
|
|
64,330
|
|
|
|
—
|
|
|
|
89,269
|
|
Operating income
|
|
|
6,164
|
|
|
|
7,609
|
|
|
|
—
|
|
|
|
13,773
|
|
INTEREST INCOME
|
|
|
—
|
|
|
|
22
|
|
|
|
—
|
|
|
|
22
|
|
INTEREST EXPENSE
|
|
|
249
|
|
|
|
23,498
|
|
|
|
—
|
|
|
|
23,747
|
|
OTHER INCOME net
|
|
|
|
|
|
|
7
|
|
|
|
—
|
|
|
|
7
|
|
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations
|
|
|
5,915
|
|
|
|
(15,860
|
)
|
|
|
—
|
|
|
|
(9,945
|
)
|
PROVISION FOR INCOME TAXES
|
|
|
—
|
|
|
|
65,254
|
|
|
|
—
|
|
|
|
65,254
|
|
Net income (loss) before equity in income of subsidiaries and discontinued operations
|
|
|
5,915
|
|
|
|
(81,114
|
)
|
|
|
—
|
|
|
|
(75,199
|
)
|
EQUITY IN INCOME OF SUBSIDIARIES
|
|
|
—
|
|
|
|
5,930
|
|
|
|
(5,930
|
)
|
|
|
—
|
|
Net income (loss) from continuing operations
|
|
|
5,915
|
|
|
|
(75,184
|
)
|
|
|
(5,930
|
)
|
|
|
(75,199
|
)
|
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax
|
|
|
15
|
|
|
|
(1
|
)
|
|
|
—
|
|
|
|
14
|
|
CONSOLIDATED NET INCOME (LOSS)
|
|
|
5,930
|
|
|
|
(75,185
|
)
|
|
|
(5,930
|
)
|
|
|
(75,185
|
)
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
—
|
|
|
|
4,057
|
|
|
|
—
|
|
|
|
4,057
|
|
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
5,930
|
|
|
$
|
(79,242
|
)
|
|
$
|
(5,930
|
)
|
|
$
|
(79,242
|
)
|
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended March 31, 2011
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Radio
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
One, Inc.
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET REVENUE
|
|
$
|
28,095
|
|
|
$
|
36,914
|
|
|
$
|
—
|
|
|
$
|
65,009
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and technical
|
|
|
8,518
|
|
|
|
10,313
|
|
|
|
—
|
|
|
|
18,831
|
|
Selling, general and administrative, including stock-based compensation
|
|
|
12,871
|
|
|
|
15,624
|
|
|
|
—
|
|
|
|
28,495
|
|
Corporate selling, general and administrative, including stock-based compensation
|
|
|
—
|
|
|
|
8,022
|
|
|
|
—
|
|
|
|
8,022
|
|
Depreciation and amortization
|
|
|
2,188
|
|
|
|
1,896
|
|
|
|
—
|
|
|
|
4,084
|
|
Total operating expenses
|
|
|
23,577
|
|
|
|
35,855
|
|
|
|
—
|
|
|
|
59,432
|
|
Operating income
|
|
|
4,518
|
|
|
|
1,059
|
|
|
|
—
|
|
|
|
5,577
|
|
INTEREST INCOME
|
|
|
—
|
|
|
|
8
|
|
|
|
—
|
|
|
|
8
|
|
INTEREST EXPENSE
|
|
|
—
|
|
|
|
19,333
|
|
|
|
—
|
|
|
|
19,333
|
|
EQUITY IN INCOME OF AFFILIATED COMPANY
|
|
|
—
|
|
|
|
3,079
|
|
|
|
—
|
|
|
|
3,079
|
|
LOSS ON RETIREMENT OF DEBT
|
|
|
—
|
|
|
|
7,743
|
|
|
|
—
|
|
|
|
7,743
|
|
OTHER INCOME, net
|
|
|
—
|
|
|
|
25
|
|
|
|
—
|
|
|
|
25
|
|
Income (loss) before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations
|
|
|
4,518
|
|
|
|
(22,905
|
)
|
|
|
—
|
|
|
|
(18,387
|
)
|
PROVISION FOR INCOME TAXES
|
|
|
—
|
|
|
|
45,619
|
|
|
|
—
|
|
|
|
45,619
|
|
Net income (loss) before equity in income of subsidiaries and discontinued operations
|
|
|
4,518
|
|
|
|
(68,524
|
)
|
|
|
—
|
|
|
|
(64,006
|
)
|
EQUITY IN INCOME OF SUBSIDIARIES
|
|
|
—
|
|
|
|
4,482
|
|
|
|
(4,482
|
)
|
|
|
—
|
|
Net income (loss) from continuing operations
|
|
|
4,518
|
|
|
|
(64,042
|
)
|
|
|
(4,482
|
)
|
|
|
(64,006
|
)
|
LOSS FROM DISCONTINUED OPERATIONS, net of tax
|
|
|
(36
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(36
|
)
|
CONSOLIDATED NET INCOME (LOSS)
|
|
|
4,482
|
|
|
|
(64,042
|
)
|
|
|
(4,482
|
)
|
|
|
(64,042
|
)
|
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
—
|
|
|
|
203
|
|
|
|
—
|
|
|
|
203
|
|
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
4,482
|
|
|
$
|
(64,245
|
)
|
|
$
|
(4,482
|
)
|
|
$
|
(64,245
|
)
|
RADIO ONE, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE
LOSS
Three Months Ended March 31, 2012
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Radio
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
One, Inc.
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED NET INCOME (LOSS)
|
|
$
|
5,930
|
|
|
$
|
(75,185
|
)
|
|
$
|
(5,930
|
)
|
|
$
|
(75,185
|
)
|
Net change in unrealized loss on investment activities
|
|
|
—
|
|
|
|
97
|
|
|
|
—
|
|
|
|
97
|
|
COMPREHENSIVE INCOME (LOSS)
|
|
|
5,930
|
|
|
|
(75,088
|
)
|
|
|
(5,930
|
)
|
|
|
(75,088
|
)
|
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
—
|
|
|
|
4,057
|
|
|
|
—
|
|
|
|
4,057
|
|
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
5,930
|
|
|
$
|
(79,145
|
)
|
|
$
|
(5,930
|
)
|
|
$
|
(79,145
|
)
|
RADIO ONE, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE
LOSS
Three Months Ended March 31, 2011
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Radio
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
One, Inc.
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
4,482
|
|
|
$
|
(64,042
|
)
|
|
$
|
(4,482
|
)
|
|
$
|
(64,042
|
)
|
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
—
|
|
|
|
203
|
|
|
|
—
|
|
|
|
203
|
|
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
|
$
|
4,482
|
|
|
$
|
(64,245
|
)
|
|
$
|
(4,482
|
)
|
|
$
|
(64,245
|
)
|
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of March 31, 2012
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Radio One,
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
Inc.
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
(1
|
)
|
|
$
|
43,885
|
|
|
$
|
—
|
|
|
$
|
43,884
|
|
Short-term investments
|
|
|
—
|
|
|
|
561
|
|
|
|
—
|
|
|
|
561
|
|
Trade accounts receivable, net of allowance for doubtful accounts
|
|
|
27,735
|
|
|
|
52,611
|
|
|
|
—
|
|
|
|
80,346
|
|
Prepaid expenses and other current assets
|
|
|
1,730
|
|
|
|
5,053
|
|
|
|
—
|
|
|
|
6,783
|
|
Current portion of content assets
|
|
|
—
|
|
|
|
27,525
|
|
|
|
—
|
|
|
|
27,525
|
|
Current assets from discontinued operations
|
|
|
(31
|
)
|
|
|
125
|
|
|
|
—
|
|
|
|
94
|
|
Total current assets
|
|
|
29,433
|
|
|
|
129,760
|
|
|
|
—
|
|
|
|
159,193
|
|
PREPAID PROGRAMMING AND DEPOSITS
|
|
|
—
|
|
|
|
5,284
|
|
|
|
—
|
|
|
|
5,284
|
|
PROPERTY AND EQUIPMENT, net
|
|
|
17,755
|
|
|
|
16,503
|
|
|
|
—
|
|
|
|
34,258
|
|
INTANGIBLE ASSETS, net
|
|
|
550,836
|
|
|
|
683,662
|
|
|
|
—
|
|
|
|
1,234,498
|
|
CONTENT ASSETS, net
|
|
|
—
|
|
|
|
38,976
|
|
|
|
—
|
|
|
|
38,976
|
|
LONG-TERM INVESTMENTS
|
|
|
—
|
|
|
|
4,213
|
|
|
|
—
|
|
|
|
4,213
|
|
INVESTMENT IN SUBSIDIARIES
|
|
|
—
|
|
|
|
585,019
|
|
|
|
(585,019
|
)
|
|
|
—
|
|
OTHER ASSETS
|
|
|
234
|
|
|
|
3,047
|
|
|
|
—
|
|
|
|
3,281
|
|
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
|
|
|
1,458
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,458
|
|
Total assets
|
|
$
|
599,716
|
|
|
$
|
1,466,464
|
|
|
$
|
(585,019
|
)
|
|
$
|
1,481,161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,543
|
|
|
$
|
6,693
|
|
|
$
|
—
|
|
|
$
|
8,236
|
|
Accrued interest
|
|
|
—
|
|
|
|
6,824
|
|
|
|
—
|
|
|
|
6,824
|
|
Accrued compensation and related benefits
|
|
|
2,075
|
|
|
|
9,510
|
|
|
|
—
|
|
|
|
11,585
|
|
Current portion of content payables
|
|
|
—
|
|
|
|
22,241
|
|
|
|
—
|
|
|
|
22,241
|
|
Income taxes payable
|
|
|
—
|
|
|
|
1,363
|
|
|
|
—
|
|
|
|
1,363
|
|
Other current liabilities
|
|
|
9,593
|
|
|
|
495
|
|
|
|
—
|
|
|
|
10,088
|
|
Current portion of long-term debt
|
|
|
—
|
|
|
|
4,607
|
|
|
|
—
|
|
|
|
4,607
|
|
Current liabilities from discontinued operations
|
|
|
212
|
|
|
|
28
|
|
|
|
—
|
|
|
|
240
|
|
Total current liabilities
|
|
|
13,423
|
|
|
|
51,761
|
|
|
|
—
|
|
|
|
65,184
|
|
LONG-TERM DEBT, net of current portion and original issue discount
|
|
|
—
|
|
|
|
810,707
|
|
|
|
—
|
|
|
|
810,707
|
|
CONTENT PAYABLES,
net of current portion
|
|
|
—
|
|
|
|
15,375
|
|
|
|
—
|
|
|
|
15,375
|
|
OTHER LONG-TERM LIABILITIES
|
|
|
1,248
|
|
|
|
17,734
|
|
|
|
—
|
|
|
|
18,982
|
|
DEFERRED TAX LIABILITIES
|
|
|
—
|
|
|
|
219,103
|
|
|
|
—
|
|
|
|
219,103
|
|
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS
|
|
|
26
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26
|
|
Total liabilities
|
|
|
14,697
|
|
|
|
1,114,680
|
|
|
|
—
|
|
|
|
1,129,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REDEEMABLE NONCONTROLLING INTEREST
|
|
|
—
|
|
|
|
23,452
|
|
|
|
—
|
|
|
|
23,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
—
|
|
|
|
50
|
|
|
|
—
|
|
|
|
50
|
|
Accumulated other comprehensive loss
|
|
|
—
|
|
|
|
(102
|
)
|
|
|
—
|
|
|
|
(102
|
)
|
Additional paid-in capital
|
|
|
188,477
|
|
|
|
998,554
|
|
|
|
(188,477
|
)
|
|
|
998,554
|
|
Retained earnings (accumulated deficit)
|
|
|
396,542
|
|
|
|
(875,398
|
)
|
|
|
(396,542
|
)
|
|
|
(875,398
|
)
|
Total stockholders’ equity
|
|
|
585,019
|
|
|
|
123,104
|
|
|
|
(585,019
|
)
|
|
|
123,104
|
|
Noncontrolling interest
|
|
|
—
|
|
|
|
205,228
|
|
|
|
—
|
|
|
|
205,228
|
|
Total Equity
|
|
|
585,019
|
|
|
|
328,332
|
|
|
|
(585,019
|
)
|
|
|
328,332
|
|
Total liabilities, redeemable noncontrolling interest and equity
|
|
$
|
599,716
|
|
|
$
|
1,466,464
|
|
|
$
|
(585,019
|
)
|
|
$
|
1,481,161
|
|
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEETS
As of December 31, 2011
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Radio One,
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
Inc.
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(In thousands)
|
|
ASSETS
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
187
|
|
|
$
|
35,752
|
|
|
$
|
—
|
|
|
$
|
35,939
|
|
Short-term investments
|
|
|
—
|
|
|
|
761
|
|
|
|
—
|
|
|
|
761
|
|
Trade accounts receivable, net of allowance for doubtful accounts
|
|
|
29,896
|
|
|
|
53,980
|
|
|
|
—
|
|
|
|
83,876
|
|
Prepaid expenses and other current assets
|
|
|
1,691
|
|
|
|
6,730
|
|
|
|
—
|
|
|
|
8,421
|
|
Current portion of content assets
|
|
|
—
|
|
|
|
27,383
|
|
|
|
—
|
|
|
|
27,383
|
|
Current assets from discontinued operations
|
|
|
(35
|
)
|
|
|
125
|
|
|
|
—
|
|
|
|
90
|
|
Total current assets
|
|
|
31,739
|
|
|
|
124,731
|
|
|
|
—
|
|
|
|
156,470
|
|
PREPAID PROGRAMMING AND DEPOSITS
|
|
|
—
|
|
|
|
2,329
|
|
|
|
—
|
|
|
|
2,329
|
|
PROPERTY AND EQUIPMENT, net
|
|
|
17,994
|
|
|
|
15,994
|
|
|
|
—
|
|
|
|
33,988
|
|
INTANGIBLE ASSETS, net
|
|
|
551,271
|
|
|
|
693,590
|
|
|
|
—
|
|
|
|
1,244,861
|
|
CONTENT ASSETS, net
|
|
|
—
|
|
|
|
36,605
|
|
|
|
—
|
|
|
|
36,605
|
|
LONG-TERM INVESTMENTS
|
|
|
—
|
|
|
|
7,428
|
|
|
|
—
|
|
|
|
7,428
|
|
INVESTMENT IN SUBSIDIARIES
|
|
|
—
|
|
|
|
588,292
|
|
|
|
(588,292
|
)
|
|
|
—
|
|
OTHER ASSETS
|
|
|
204
|
|
|
|
3,121
|
|
|
|
—
|
|
|
|
3,325
|
|
NON-CURRENT ASSETS FROM DISCONTINUED OPERATIONS
|
|
|
1,476
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,476
|
|
Total assets
|
|
$
|
602,684
|
|
|
$
|
1,472,090
|
|
|
$
|
(588,292
|
)
|
|
$
|
1,486,482
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,568
|
|
|
$
|
4,058
|
|
|
$
|
—
|
|
|
$
|
5,626
|
|
Accrued interest
|
|
|
—
|
|
|
|
6,703
|
|
|
|
—
|
|
|
|
6,703
|
|
Accrued compensation and related benefits
|
|
|
1,958
|
|
|
|
9,023
|
|
|
|
—
|
|
|
|
10,981
|
|
Current portion of content payables
|
|
|
—
|
|
|
|
20,807
|
|
|
|
—
|
|
|
|
20,807
|
|
Income taxes payable
|
|
|
—
|
|
|
|
1,794
|
|
|
|
—
|
|
|
|
1,794
|
|
Other current liabilities
|
|
|
9,367
|
|
|
|
2,860
|
|
|
|
—
|
|
|
|
12,227
|
|
Current portion of long-term debt
|
|
|
—
|
|
|
|
3,860
|
|
|
|
—
|
|
|
|
3,860
|
|
Current liabilities from discontinued operations
|
|
|
230
|
|
|
|
30
|
|
|
|
—
|
|
|
|
260
|
|
Total current liabilities
|
|
|
13,123
|
|
|
|
49,135
|
|
|
|
—
|
|
|
|
62,258
|
|
LONG-TERM DEBT, net of current portion and original issue discount
|
|
|
—
|
|
|
|
805,044
|
|
|
|
—
|
|
|
|
805,044
|
|
CONTENT PAYABLES,
net of current portion
|
|
|
—
|
|
|
|
16,168
|
|
|
|
—
|
|
|
|
16,168
|
|
OTHER LONG-TERM LIABILITIES
|
|
|
1,240
|
|
|
|
17,281
|
|
|
|
—
|
|
|
|
18,521
|
|
DEFERRED TAX LIABILITIES
|
|
|
—
|
|
|
|
153,521
|
|
|
|
—
|
|
|
|
153,521
|
|
NON-CURRENT LIABILITIES FROM DISCONTINUED OPERATIONS
|
|
|
29
|
|
|
|
—
|
|
|
|
—
|
|
|
|
29
|
|
Total liabilities
|
|
|
14,392
|
|
|
|
1,041,149
|
|
|
|
—
|
|
|
|
1,055,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REDEEMABLE NONCONTROLLING INTEREST
|
|
|
—
|
|
|
|
20,343
|
|
|
|
—
|
|
|
|
20,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
—
|
|
|
|
50
|
|
|
|
—
|
|
|
|
50
|
|
Accumulated other comprehensive loss
|
|
|
—
|
|
|
|
(199
|
)
|
|
|
—
|
|
|
|
(199
|
)
|
Additional paid-in capital
|
|
|
197,680
|
|
|
|
1,001,840
|
|
|
|
(197,680
|
)
|
|
|
1,001,840
|
|
Retained earnings (accumulated deficit)
|
|
|
390,612
|
|
|
|
(796,156
|
)
|
|
|
(390,612
|
)
|
|
|
(796,156
|
)
|
Total stockholders’ equity
|
|
|
588,292
|
|
|
|
205,535
|
|
|
|
(588,292
|
)
|
|
|
205,535
|
|
Noncontrolling interest
|
|
|
—
|
|
|
|
205,063
|
|
|
|
—
|
|
|
|
205,063
|
|
Total Equity
|
|
|
588,292
|
|
|
|
410,598
|
|
|
|
(588,292
|
)
|
|
|
410,598
|
|
Total liabilities, redeemable noncontrolling interest and equity
|
|
$
|
602,684
|
|
|
$
|
1,472,090
|
|
|
$
|
(588,292
|
)
|
|
$
|
1,486,482
|
|
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2012
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Radio
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
One, Inc.
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss)
|
|
$
|
5,930
|
|
|
$
|
(75,185
|
)
|
|
$
|
(5,930
|
)
|
|
$
|
(75,185
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,821
|
|
|
|
7,864
|
|
|
|
—
|
|
|
|
9,685
|
|
Amortization of debt financing costs
|
|
|
—
|
|
|
|
760
|
|
|
|
—
|
|
|
|
760
|
|
Amortization of content assets
|
|
|
—
|
|
|
|
8,321
|
|
|
|
—
|
|
|
|
8,321
|
|
Amortization of launch assets
|
|
|
—
|
|
|
|
2,489
|
|
|
|
—
|
|
|
|
2,489
|
|
Deferred income taxes
|
|
|
—
|
|
|
|
65,582
|
|
|
|
—
|
|
|
|
65,582
|
|
Stock-based compensation and other non-cash compensation
|
|
|
—
|
|
|
|
44
|
|
|
|
—
|
|
|
|
44
|
|
Non-cash interest
|
|
|
—
|
|
|
|
7,038
|
|
|
|
—
|
|
|
|
7,038
|
|
Effect of change in operating assets and liabilities, net of assets acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable, net
|
|
|
2,161
|
|
|
|
1,369
|
|
|
|
—
|
|
|
|
3,530
|
|
Prepaid expenses and other current assets
|
|
|
(39
|
)
|
|
|
1,557
|
|
|
|
—
|
|
|
|
1,518
|
|
Other assets
|
|
|
(30
|
)
|
|
|
(2,977
|
)
|
|
|
—
|
|
|
|
(3,007
|
)
|
Accounts payable
|
|
|
(25
|
)
|
|
|
2,635
|
|
|
|
—
|
|
|
|
2,610
|
|
Due to corporate/from subsidiaries
|
|
|
(10,361
|
)
|
|
|
10,361
|
|
|
|
—
|
|
|
|
—
|
|
Accrued interest
|
|
|
—
|
|
|
|
121
|
|
|
|
—
|
|
|
|
121
|
|
Accrued compensation and related benefits
|
|
|
117
|
|
|
|
487
|
|
|
|
—
|
|
|
|
604
|
|
Income taxes payable
|
|
|
—
|
|
|
|
(431
|
)
|
|
|
—
|
|
|
|
(431
|
)
|
Other liabilities
|
|
|
234
|
|
|
|
(718
|
)
|
|
|
—
|
|
|
|
(484
|
)
|
Net cash flows provided by operating activities from discontinued operations
|
|
|
4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4
|
|
Net cash flows (used in) provided by operating activities
|
|
|
(188
|
)
|
|
|
29,317
|
|
|
|
(5,930
|
)
|
|
|
23,199
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
—
|
|
|
|
(2,960
|
)
|
|
|
—
|
|
|
|
(2,960
|
)
|
Investment in subsidiaries
|
|
|
—
|
|
|
|
(5,930
|
)
|
|
|
5,930
|
|
|
|
—
|
|
Purchase of content assets
|
|
|
—
|
|
|
|
(10,714
|
)
|
|
|
—
|
|
|
|
(10,714
|
)
|
Proceeds from sales of investment securities
|
|
|
—
|
|
|
|
3,859
|
|
|
|
—
|
|
|
|
3,859
|
|
Purchases of investment securities
|
|
|
—
|
|
|
|
(348
|
)
|
|
|
—
|
|
|
|
(348
|
)
|
Net cash flows (used in) provided by investing
activities
|
|
|
—
|
|
|
|
(16,093
|
)
|
|
|
5,930
|
|
|
|
(10,163
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of credit facility
|
|
|
—
|
|
|
|
(965
|
)
|
|
|
—
|
|
|
|
(965
|
)
|
Debt refinancing and modification costs
|
|
|
—
|
|
|
|
(13
|
)
|
|
|
—
|
|
|
|
(13
|
)
|
Payment of dividends to noncontrolling interest members of TV One
|
|
|
—
|
|
|
|
(4,113
|
)
|
|
|
—
|
|
|
|
(4,113
|
)
|
Net cash flows used in financing activities
|
|
|
—
|
|
|
|
(5,091
|
)
|
|
|
—
|
|
|
|
(5,091
|
)
|
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
(188
|
)
|
|
|
8,133
|
|
|
|
—
|
|
|
|
7,945
|
|
CASH AND CASH EQUIVALENTS, beginning of period
|
|
|
187
|
|
|
|
35,752
|
|
|
|
—
|
|
|
|
35,939
|
|
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
(1
|
)
|
|
$
|
43,885
|
|
|
$
|
—
|
|
|
$
|
43,884
|
|
RADIO ONE, INC. AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Three Months Ended March 31, 2011
|
|
Combined
|
|
|
|
|
|
|
|
|
|
|
|
|
Guarantor
|
|
|
Radio
|
|
|
|
|
|
|
|
|
|
Subsidiaries
|
|
|
One, Inc.
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss)
|
|
$
|
4,482
|
|
|
$
|
(64,042
|
)
|
|
$
|
(4,482
|
)
|
|
$
|
(64,042
|
)
|
Adjustments to reconcile net income (loss) to net cash from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
2,188
|
|
|
|
1,896
|
|
|
|
—
|
|
|
|
4,084
|
|
Amortization of debt financing costs
|
|
|
—
|
|
|
|
1,591
|
|
|
|
—
|
|
|
|
1,591
|
|
Loss on retirement of debt
|
|
|
—
|
|
|
|
7,743
|
|
|
|
—
|
|
|
|
7,743
|
|
Non-cash interest
|
|
|
—
|
|
|
|
6,520
|
|
|
|
—
|
|
|
|
6,520
|
|
Deferred income taxes
|
|
|
—
|
|
|
|
45,042
|
|
|
|
—
|
|
|
|
45,042
|
|
Equity in income of affiliated company
|
|
|
—
|
|
|
|
(3,079
|
)
|
|
|
—
|
|
|
|
(3,079
|
)
|
Stock-based compensation and other non-cash compensation
|
|
|
—
|
|
|
|
937
|
|
|
|
—
|
|
|
|
937
|
|
Effect of change in operating assets and liabilities, net of assets acquired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts receivable, net
|
|
|
6,904
|
|
|
|
4,318
|
|
|
|
—
|
|
|
|
11,222
|
|
Prepaid expenses and other current assets
|
|
|
39
|
|
|
|
2,579
|
|
|
|
—
|
|
|
|
2,618
|
|
Other assets
|
|
|
20
|
|
|
|
78
|
|
|
|
—
|
|
|
|
98
|
|
Accounts payable
|
|
|
198
|
|
|
|
(1,567
|
)
|
|
|
—
|
|
|
|
(1,369
|
)
|
Due to corporate/from subsidiaries
|
|
|
(13,509
|
)
|
|
|
13,509
|
|
|
|
—
|
|
|
|
—
|
|
Accrued interest
|
|
|
—
|
|
|
|
425
|
|
|
|
—
|
|
|
|
425
|
|
Accrued compensation and related benefits
|
|
|
(367
|
)
|
|
|
(842
|
)
|
|
|
—
|
|
|
|
(1,209
|
)
|
Income taxes payable
|
|
|
—
|
|
|
|
582
|
|
|
|
—
|
|
|
|
582
|
|
Other liabilities
|
|
|
(67
|
)
|
|
|
(3,407
|
)
|
|
|
—
|
|
|
|
(3,474
|
)
|
Net cash flows provided by operating activities from discontinued operations
|
|
|
—
|
|
|
|
22
|
|
|
|
—
|
|
|
|
22
|
|
Net cash flows (used in) provided by operating activities
|
|
|
(112
|
)
|
|
|
12,305
|
|
|
|
(4,482
|
)
|
|
|
7,711
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
—
|
|
|
|
(1,812
|
)
|
|
|
—
|
|
|
|
(1,812
|
)
|
Investment in subsidiaries
|
|
|
—
|
|
|
|
(4,482
|
)
|
|
|
4,482
|
|
|
|
—
|
|
Net cash flows (used in) provided by investing
activities
|
|
|
—
|
|
|
|
(6,294
|
)
|
|
|
4,482
|
|
|
|
(1,812
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from credit facility, net of original issue discount
|
|
|
—
|
|
|
|
378,280
|
|
|
|
—
|
|
|
|
378,280
|
|
Repayment of credit facility
|
|
|
—
|
|
|
|
(353,681
|
)
|
|
|
—
|
|
|
|
(353,681
|
)
|
Debt refinancing and modification costs
|
|
|
—
|
|
|
|
(5,873
|
)
|
|
|
—
|
|
|
|
(5,873
|
)
|
Net cash flows provided by financing activities
|
|
|
—
|
|
|
|
18,726
|
|
|
|
—
|
|
|
|
18,726
|
|
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
(112
|
)
|
|
|
24,737
|
|
|
|
—
|
|
|
|
24,625
|
|
CASH AND CASH EQUIVALENTS, beginning of period
|
|
|
1,043
|
|
|
|
8,149
|
|
|
|
—
|
|
|
|
9,192
|
|
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
931
|
|
|
$
|
32,886
|
|
|
$
|
—
|
|
|
$
|
33,817
|
|
15. COMMITMENTS AND CONTINGENCIES:
Royalty Agreements
Effective
December 31, 2009, our radio music license agreements with the two largest performance rights organizations, American Society of
Composers, Authors and Publishers (“ASCAP”) and Broadcast Music, Inc. (“BMI”) expired. The Radio Music
License Committee (“RMLC”), which negotiates music licensing fees for most of the radio industry with ASCAP and BMI,
has reached an agreement with these organizations on a temporary fee schedule that reflects a provisional discount of 7.0% against
2009 fee levels. The temporary fee reductions became effective in January 2010. In May 2010 and June 2010, the U.S. District Court’s
judge charged with determining the licenses fees ruled to further reduce interim fees paid to ASCAP and BMI, respectively, down
approximately another 11.0% from the previous temporary fees negotiated with the RMLC. In January 2012, the U.S. District Court
approved a settlement between RMLC and ASCAP. The settlement determines the amount to be paid to ASCAP for usage through 2016.
In addition, stations will receive a credit for overpayments made in 2010 and 2011.
The
Company has entered into other fixed and variable fee music license agreements with other performance rights organizations, which
expire as late as December 2016.
During each of the three months ended March 31, 2012 and 2011, the Company incurred expenses
of approximately $2.8 million in connection with these agreements.
Other Contingencies
The
Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s
opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on
the Company’s financial position or results of operations.
Off-Balance Sheet Arrangements
As
of
March
31, 2012, we had four standby letters of credit totaling approximately
$1.2 million in connection with our annual insurance policy renewals and real estate leases. In addition, Reach Media
had a letter of credit of $500,000 outstanding as of
March
31, 2012.
Noncontrolling Interest Shareholders’ Put Rights
Beginning
on February 28, 2012, the noncontrolling interest shareholders of Reach Media have an annual right to require Reach Media to purchase
all or a portion of their shares at the then current fair market value for such shares. Beginning in 2012, this
annual right can be exercised for a 30-day period beginning February 28 of each year. The purchase price for such shares may be
paid in cash and/or registered Class D Common Stock of Radio One, at the discretion of Radio One. As a result, our ability to fund
business operations, new acquisitions or new business initiatives could be limited.
The noncontrolling interest shareholders
of Reach Media did not exercise their right during the 30-day period that ended March 29, 2012. However, we have no assurances
that they will or will not exercise their rights in future years.
16. SUBSEQUENT EVENTS:
On April 11, 2012
a standby letter of credit in the amount of $220,000 in connection with our annual insurance policy renewals was reduced to $100,000.
On April 13, 2012, the Company made an
approximately $2.0 million term loan principal repayment based on its December 31, 2011 excess cash flow calculation according
to the terms of the Credit Agreement.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results
of Operations
The
following information should be read in conjunction with “Selected Financial Data” and the Consolidated Financial Statements
and Notes thereto included elsewhere in this report and the audited financial statements and Management’s Discussion and
Analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2011.
Introduction
Revenue
We primarily derive
revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising
revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for
radio advertising time in a market. These rates are largely based upon a radio station’s audience share in the demographic
groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising
time. Advertising rates are generally highest during morning and afternoon commuting hours.
During the
three months ended March 31, 2012, approximately 51.9% of our net revenue was generated from the sale of advertising in our
core radio business, excluding Reach Media. Of our total net revenue, approximately 38.4% of our net revenue was generated
from local advertising and approximately 31.5% was generated from national advertising, including network advertising. In
comparison, during the three months ended March 31, 2011, approximately 56.1% of our net revenue was generated from local
advertising and approximately 29.1%, was generated from national advertising, including network advertising. National
advertising also includes advertising revenue generated from our Internet segment. The balance of net revenue from our radio
franchise was generated from tower rental income, ticket sales and revenue related to our sponsored events, management fees
and other revenue. The change in revenue mix is due to the consolidation of TV One.
In
the broadcasting industry, radio stations and television stations often utilize trade or barter agreements to reduce cash expenses
by exchanging advertising time for goods or services. In order to maximize cash revenue for our spot inventory, we closely monitor
the use of trade and barter agreements.
Interactive
One derives its revenue principally from advertising services, including diversity recruiting advertising. Advertising services
include the sale of banner and sponsorship advertisements. Advertising revenue is recognized either as impressions (the number
of times advertisements appear in viewed pages) are delivered, when “click through” purchases or leads are reported,
or ratably over the contract period, where applicable.
TV
One generates the Company’s cable television revenue, and derives its revenue principally from
advertising and affiliate
revenue. Advertising revenue is derived from the sale of television air time to advertisers and is recognized when the advertisements
are run. TV One also receives affiliate fees and records revenue during the term of various affiliation agreements at levels appropriate
for the most recent subscriber counts reported by the applicable affiliate.
Expenses
Our
significant broadcast expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing
and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower
space; and (vi) music license royalty fees. We strive to control these expenses by centralizing certain functions such as
finance, accounting, legal, human resources and management information systems and, in certain markets, the programming management
function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors
and national representative selling agencies.
We
generally incur marketing and promotional expenses to increase our radio and cable television audiences. However, because Arbitron
reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising
revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures.
In
addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software
product design, post application software development and maintenance, database and server support costs, the help desk function,
data center expenses connected with internet service provider (“ISP”) hosting services and other internet content delivery
expenses.
Major
expenses for our cable television business include content acquisition and amortization, sales and marketing.
Measurement of Performance
We
monitor and evaluate the growth and operational performance of our business using net income and the following key metrics:
(a)
Net
revenue:
The performance of an individual radio station or group of radio stations in a particular market is customarily
measured by its ability to generate net revenue. Net revenue consists of gross revenue, net of local and national agency and outside
sales representative commissions consistent with industry practice. Net revenue is recognized in the period in which advertisements
are broadcast. Net revenue also includes advertising aired in exchange for goods and services, which is recorded at fair value,
revenue from sponsored events and other revenue. Net revenue is recognized for our online business as impressions are delivered,
as “click throughs” are reported or ratably over contract periods, where applicable. Net revenue is recognized for
our cable television business as advertisements are run, and during the term of the affiliation agreements at levels appropriate
for the most recent subscriber counts reported by the affiliate.
(b)
Station
operating income:
Net income (loss) before depreciation and amortization, income taxes, interest income, interest
expense, equity in income of affiliated company, noncontrolling interests in income (loss) of subsidiaries, gain/loss on retirement
of debt, other expense, corporate expenses, stock-based compensation expenses, impairment of long-lived assets and gain or loss
from discontinued operations, net of tax, is commonly referred to in our industry as station operating income. Station operating
income is not a measure of financial performance under generally accepted accounting principles in the United States (“GAAP”).
Nevertheless, station operating income is a significant basis used by our management to measure the operating performance of our
stations within the various markets. Station operating income provides helpful information about our results of operations, apart
from expenses associated with our fixed and long-lived intangible assets, income taxes, investments, impairment charges, debt financings
and retirements, corporate overhead, stock-based compensation and discontinued operations. Our measure of station operating income
may not be comparable to similarly titled measures of other companies as our definition includes the results of all four segments
(Radio Broadcasting, Reach Media, Internet and Cable Television).
Station
operating income does not represent operating loss or cash flow from operating activities, as those terms are defined under GAAP,
and should not be considered as an alternative to those measurements as an indicator of our performance.
(c)
Station
operating income margin:
Station operating income margin represents station operating income as a percentage of
net revenue. Station operating income margin is not a measure of financial performance under GAAP. Nevertheless, we believe that
station operating income margin is a useful measure of our performance because it provides helpful information about our profitability
as a percentage of our net revenue.
Station operating margin include results from all four segments (Radio Broadcasting,
Reach Media, Internet and Cable Television).
(d)
Adjusted EBITDA:
Adjusted EBITDA consists of net loss plus (1)
depreciation, amortization, income taxes, interest expense, noncontrolling interest in income of subsidiaries, impairment of long-lived
assets, stock-based compensation, loss on retirement of debt, loss from discontinued operations, net of tax, less (2) equity in
income of affiliated company, other income, interest income, gain on retirement of debt and gain on purchase of affiliated company.
Net income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our
business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under generally accepted
accounting principles. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a
significant basis used by our management to measure the operating performance of our business because Adjusted EBITDA excludes
charges for depreciation, amortization and interest expense that have resulted from our acquisitions and debt financing, our taxes,
impairment charges, as well as our equity in (income) loss of our affiliated company, gain on retirements of debt, and any discontinued
operations. Accordingly, we believe that Adjusted EBITDA provides useful information about the operating performance of our business,
apart from the expenses associated with our fixed assets and long-lived intangible assets, capital structure or the results of
our affiliated company. Adjusted EBITDA is frequently used as one of the bases for comparing businesses in our industry, although
our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. 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.
Summary of Performance
The tables below provide a summary of our
performance based on the metrics described above:
|
|
Three Months Ended March
31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(In thousands, except margin
data)
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
103,042
|
|
|
$
|
65,009
|
|
Station operating income
|
|
|
33,068
|
|
|
|
17,847
|
|
Station operating income margin
|
|
|
32.1
|
%
|
|
|
27.5
|
%
|
Consolidated net loss attributable to common stockholders
|
|
$
|
(79,242
|
)
|
|
$
|
(64,245
|
)
|
The reconciliation of net loss
to station operating income is as follows:
|
|
Three Months Ended
March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Consolidated net loss attributable to common stockholders
|
|
$
|
(79,242
|
)
|
|
$
|
(64,245
|
)
|
Add back non-station operating income items included in consolidated net loss:
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
(22
|
)
|
|
|
(8
|
)
|
Interest expense
|
|
|
23,747
|
|
|
|
19,333
|
|
Provision for income taxes
|
|
|
65,254
|
|
|
|
45,619
|
|
Corporate selling, general and administrative, excluding stock-based compensation
|
|
|
9,566
|
|
|
|
7,249
|
|
Stock-based compensation
|
|
|
44
|
|
|
|
937
|
|
Loss on retirement of debt
|
|
|
—
|
|
|
|
7,743
|
|
Equity in income of affiliated company
|
|
|
—
|
|
|
|
(3,079
|
)
|
Other income, net
|
|
|
(7
|
)
|
|
|
(25
|
)
|
Depreciation and amortization
|
|
|
9,685
|
|
|
|
4,084
|
|
Noncontrolling interests in income of subsidiaries
|
|
|
4,057
|
|
|
|
203
|
|
(Income) loss from discontinued operations, net of tax
|
|
|
(14
|
)
|
|
|
36
|
|
Station operating income
|
|
$
|
33,068
|
|
|
$
|
17,847
|
|
The reconciliation of net loss to adjusted
EBITDA is as follows:
|
|
Three Months Ended
March 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
(In thousands)
|
|
Adjusted EBITDA reconciliation:
|
|
|
|
|
|
|
|
|
Consolidated net loss attributable to common stockholders, as reported
|
|
$
|
(79,242
|
)
|
|
$
|
(64,245
|
)
|
Add back non-station operating income items included in consolidated net loss:
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
(22
|
)
|
|
|
(8
|
)
|
Interest expense
|
|
|
23,747
|
|
|
|
19,333
|
|
Provision for income taxes
|
|
|
65,254
|
|
|
|
45,619
|
|
Depreciation and amortization
|
|
|
9,685
|
|
|
|
4,084
|
|
EBITDA
|
|
$
|
19,422
|
|
|
$
|
4,783
|
|
Stock-based compensation
|
|
|
44
|
|
|
|
937
|
|
Loss on retirement of debt
|
|
|
—
|
|
|
|
7,743
|
|
Equity in income of affiliated company
|
|
|
—
|
|
|
|
(3,079
|
)
|
Other income, net
|
|
|
(7
|
)
|
|
|
(25
|
)
|
Noncontrolling interests in income of subsidiaries
|
|
|
4,057
|
|
|
|
203
|
|
(Income) loss from discontinued operations, net of tax
|
|
|
(14
|
)
|
|
|
36
|
|
Adjusted EBITDA
|
|
$
|
23,502
|
|
|
$
|
10,598
|
|
RADIO ONE, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
The following table summarizes our historical
consolidated results of operations:
Three Months Ended March 31, 2012 Compared to Three Months
Ended March 31, 2011
(
In thousands)
|
|
Three Months Ended March 31,
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
|
Increase/(Decrease)
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
103,042
|
|
|
$
|
65,009
|
|
|
$
|
38,033
|
|
|
|
58.5
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and technical, excluding stock-based compensation
|
|
|
31,165
|
|
|
|
18,831
|
|
|
|
12,334
|
|
|
|
65.5
|
|
Selling, general and administrative, excluding stock-based compensation
|
|
|
38,809
|
|
|
|
28,331
|
|
|
|
10,478
|
|
|
|
37.0
|
|
Corporate selling, general and administrative, excluding stock-based compensation
|
|
|
9,566
|
|
|
|
7,249
|
|
|
|
2,317
|
|
|
|
32.0
|
|
Stock-based compensation
|
|
|
44
|
|
|
|
937
|
|
|
|
(893
|
)
|
|
|
(95.3
|
)
|
Depreciation and amortization
|
|
|
9,685
|
|
|
|
4,084
|
|
|
|
5,601
|
|
|
|
137.1
|
|
Total operating expenses
|
|
|
89,269
|
|
|
|
59,432
|
|
|
|
29,837
|
|
|
|
50.2
|
|
Operating income
|
|
|
13,773
|
|
|
|
5,577
|
|
|
|
8,196
|
|
|
|
147.0
|
|
Interest income
|
|
|
22
|
|
|
|
8
|
|
|
|
14
|
|
|
|
175.0
|
|
Interest expense
|
|
|
23,747
|
|
|
|
19,333
|
|
|
|
4,414
|
|
|
|
22.8
|
|
Loss on retirement of debt
|
|
|
—
|
|
|
|
7,743
|
|
|
|
(7,743
|
)
|
|
|
(100.0
|
)
|
Equity in income of affiliated company
|
|
|
—
|
|
|
|
3,079
|
|
|
|
(3,079
|
)
|
|
|
(100.0
|
)
|
Other income, net
|
|
|
(7
|
)
|
|
|
(25
|
)
|
|
|
18
|
|
|
|
72.0
|
|
Loss before provision for income taxes, noncontrolling interests in income of subsidiaries and discontinued operations
|
|
|
(9,945
|
)
|
|
|
(18,387
|
)
|
|
|
8,442
|
|
|
|
45.9
|
|
Provision for income taxes
|
|
|
65,254
|
|
|
|
45,619
|
|
|
|
19,635
|
|
|
|
43.0
|
|
Net loss from continuing operations
|
|
|
(75,199
|
)
|
|
|
(64,006
|
)
|
|
|
11,193
|
|
|
|
17.5
|
|
Income (loss) from discontinued operations, net of tax
|
|
|
14
|
|
|
|
(36
|
)
|
|
|
50
|
|
|
|
138.9
|
|
Consolidated net loss
|
|
|
(75,185
|
)
|
|
|
(64,042
|
)
|
|
|
11,143
|
|
|
|
17.4
|
|
Net income attributable to noncontrolling interests
|
|
|
4,057
|
|
|
|
203
|
|
|
|
3,854
|
|
|
|
1,898.5
|
|
Net loss attributable to common stockholders
|
|
$
|
(79,242
|
)
|
|
$
|
(64,245
|
)
|
|
$
|
14,997
|
|
|
|
23.3
|
%
|
Net revenue
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
103,042
|
|
|
$
|
65,009
|
|
|
$
|
38,033
|
|
|
|
58.5
|
%
|
During
the three months ended March 31, 2012, we recognized approximately $103.0 million in net revenue compared to approximately
$65.0 million during the same period in 2011. These amounts are net of agency and outside sales representative commissions,
which were approximately $7.2 million during the three months ended March 31, 2012, compared to approximately $6.8
million during the same period in 2011.
We began to consolidate the results of TV One during the second quarter of
2011 and recognized approximately $32.2 million of incremental revenue from our cable television segment during the
three
months ended March 31, 2012
.
Net revenue for our radio broadcasting segment
increased 9.3%
and excluding the timing difference for the Company’s annual Gospel Cruise held in March 2012
versus April 2011, our core radio revenue, including syndicated programming, increased 6.4% for the quarter ended March 31,
2012 compared to the same period in 2011.
Based on reports prepared by the independent
accounting
firm Miller, Kaplan, Arase & Co., LLP, the markets we operate in decreased 1.1% in total revenues. We
experienced net revenue growth most significantly in our Atlanta, Cincinnati, Cleveland, Detroit and Raleigh markets, with
our Dallas and Houston markets experiencing declines. In addition, the radio segment revenue increased due to the timing of
the
Company’s annual Gospel Cruise held in March 2012 versus April 2011. Reach
Media’s net revenues decreased 8.0% in the first quarter of 2012 compared to the same period in 2011 primarily due to
changes to certain of Reach Media’s affiliate agreements that became effective January 1, 2012. The “Tom Joyner
Fantastic Voyage” took place during March 2012 and March 2011 and generated revenue of approximately $5.9 million and
$6.6 million, respectively, for Reach Media. Net revenues for our internet business increased 64.6% for the three months
ended March 31, 2012 compared to the same period in 2011. Our internet business recognized strong revenue growth due to an
improved sales effort and strong traffic growth, as well as successful Black History Month campaigns.
Operating Expenses
Programming and technical, excluding stock-based
compensation
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
31,165
|
|
|
$
|
18,831
|
|
|
$
|
12,334
|
|
|
|
65.5
|
%
|
Programming
and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower
facilities, and studios used in the creation, distribution and broadcast of programming content on our radio stations. Programming
and technical expenses for radio also include expenses associated with our programming research activities and music royalties.
For our internet business, programming and technical expenses include software product design, post-application software development
and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services
and other internet content delivery expenses. For our cable television segment, programming and technical expenses include expenses
associated with the technical, programming, production, and content management. The increase for the three months ended March
31, 2012 compared to the same period in 2011 is primarily related to consolidating the results of TV One, as approximately $11.2
million of our consolidated programming and technical operating expenses were incurred by TV One. Approximately $8.3 million of
this amount relates to content amortization. Excluding the impact of consolidating TV One’s operating results, our programming
and technical expenses increased by 5.9% for the three months ended March 31, 2012 compared to the same period in 2011
,
primarily due to increased talent costs.
Selling, general and administrative,
excluding stock-based compensation
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
38,809
|
|
|
$
|
28,331
|
|
|
$
|
10,478
|
|
|
|
37.0
|
%
|
Selling,
general and administrative expenses include expenses associated with our sales departments, offices and facilities and personnel
(outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back office expenses.
Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling,
general and administrative expenses. In addition, selling, general and administrative expenses for the Radio segment and Internet
segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative
expenses also include membership traffic acquisition costs for our online business. Our cable television segment accounted for
approximately $7.0 million of the increase due to the impact of consolidating the results of TV One. Excluding the impact of consolidating
the results of TV One, our selling, general and administrative expenses increased by 12.6%. The increased expense for the three
months ended March 31, 2012 compared to the same period in 2011 is primarily due to timing of the Company’s annual Gospel
Cruise held in March 2012 versus April 2011 as well as increased payroll costs. In addition, Reach Media incurred approximately
$4.9 million and $5.0 million of selling, general and administrative expenses associated with the “Tom Joyner Fantastic Voyage,”
held during March 2012 and March 2011, respectively.
Corporate selling, general and administrative,
excluding stock-based compensation
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
9,566
|
|
|
$
|
7,249
|
|
|
$
|
2,317
|
|
|
|
32.0
|
%
|
Corporate
expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate
overhead functions. Our cable television segment accounted for approximately $2.1 million of the increase due to the impact of
consolidating TV One results.
Stock-based compensation
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
44
|
|
|
$
|
937
|
|
|
$
|
(893
|
)
|
|
|
(95.3
|
)%
|
Vesting
associated with the long-term incentive plan, whereby officers and certain key employees were granted a total of 3,250,000 shares
of restricted stock in January of 2010, was fully completed as of December 31, 2011. Stock-based compensation requires measurement
of compensation costs for all stock-based awards at fair value on date of grant and recognition of compensation expense over the
service period for awards expected to vest.
Depreciation and amortization
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
9,685
|
|
|
$
|
4,084
|
|
|
$
|
5,601
|
|
|
|
137.1
|
%
|
The
increase in depreciation and amortization expense for the three months ended March 31, 2012 was due primarily to additional depreciation
and amortization expense of approximately $6.7 million resulting from the increase in fixed and intangible assets recorded as part
of the consolidation of TV One. This increased expense was offset by the completion of amortization for certain intangible assets
and the completion of depreciation and amortization for certain assets across our other segments.
Interest expense
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
23,747
|
|
|
$
|
19,333
|
|
|
$
|
4,414
|
|
|
|
22.8
|
%
|
The
increase in interest expense for the three months ended March 31, 2012 was due to our entry into the March 31, 2011 senior
secured credit facility (the “2011 Credit Agreement”) as well as the consolidation of TV One, including the TV
One Notes. Higher interest rates associated with the 2011 Credit Agreement were in effect for the three months
ended March 31, 2012 compared to the same period in 2011. Approximately $3.0 million of the increased interest
expense relates to the TV One Notes.
Loss
on retirement of debt
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
7,743
|
|
|
$
|
(7,743
|
)
|
|
|
(100.0
|
)%
|
The
loss on retirement of debt for the three months ended March 31, 2011 was due to a non-recurring charge related to the retirement
of the Amended and Restated Credit Facility on March 31, 2011.
This amount includes a write-off of approximately $6.5 million
of capitalized debt financing costs associated with the Amended and Restated Credit Facility and a write-off of approximately $1.2
million associated with the termination of the Company’s interest rate swap agreement.
Equity in income
of affiliated company
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
—
|
|
|
$
|
3,079
|
|
|
$
|
(3,079
|
)
|
|
|
(100.0
|
)%
|
Equity
in income of affiliated company primarily reflects our estimated equity in the net income of TV One. The decrease to equity in
income of affiliated company for the three months ended March 31, 2012 was due to the consolidation of TV One during the second
quarter of 2011. Previously, the Company’s share of the net income was driven by TV One’s capital structure and the
Company’s percentage ownership of the equity securities of TV One. Beginning on April 14, 2011, the Company began to account
for TV One on a consolidated basis.
Provision for income taxes
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
65,254
|
|
|
$
|
45,619
|
|
|
$
|
19,635
|
|
|
|
43.0
|
%
|
For
the three months ended March 31, 2012, the provision for income taxes was approximately $65.3 million compared to a provision for
income taxes of approximately $45.6 million for the same period in 2011. Approximately $18.9 million of the increase is attributable
to the increase in the deferred tax liability (“DTL”) for indefinite-lived intangibles and approximately $1.0 million
is due to indefinite lived assets of TV One.
The Company is estimating
an annual effective tax rate of approximately (654.6)% for 2012. The Company continues to maintain a full valuation allowance for
entities other than Reach Media for its deferred tax assets (“DTAs”), including the DTA associated with its net operating
loss carryforward. As a result, pre-tax book income for the entities other than Reach Media does not generate any tax expense.
Instead, the tax expense for these entities is based on the change in the DTL associated with certain indefinite-lived intangibles,
which increases as tax amortization on these intangibles is recognized. In addition to the DTL on these intangibles, a portion
of the Company’s DTAs from net operating loss carryforwards cannot be offset by the DTL for the partnership interest in TV
One and therefore results in a current period expense.
Income (loss) from discontinued operations,
net of tax
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
14
|
|
|
$
|
(36
|
)
|
|
$
|
50
|
|
|
|
138.9
|
%
|
Included
in the income (loss) from discontinued operations, net of tax, are the results of operations for radio stations sold or stations
that we do not operate that are the subject of an LMA. The activity for the
three months
ended March 31, 2012
resulted primarily from our remaining station in our Boston market entering into an LMA.
The
loss from discontinued operations, net of tax, for the three months ended March 31, 2011 resulted from the disposition of an asset.
The income
(loss)
from discontinued operations, net of tax, includes no tax
provision for the
three months ended March 31, 2012 and 2011.
Noncontrolling interests in income
of subsidiaries
Three Months Ended March 31,
|
|
|
Increase/(Decrease)
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
$
|
4,057
|
|
|
$
|
203
|
|
|
$
|
3,854
|
|
|
|
1,898.5
|
%
|
The increase in noncontrolling
interests in income of subsidiaries is due primarily to the impact of consolidating TV One’s operating results during the
three months ended
March 31, 2012
. This amount is partially offset by
a net loss generated by Reach Media for the three months ended
March 31, 2012
compared to net income for the same period in 2011.
Other Data
Station operating income
Station operating
income increased to approximately $33.1 million for the three months ended March 31, 2012 compared to approximately $17.8 million
for the comparable period in 2011, an increase of $15.3 million or 86.0%. This increase was primarily due to the impact of consolidating
TV One results, as TV One generated approximately $14.0 million of station operating income during the quarter ended March 31,
2012.
Station operating income margin
Station operating
income margin increased to 32.1% for the three months ended March 31, 2012 from 27.5% for the comparable period in 2011. The margin
increase was primarily attributable to the impact of consolidating TV One results given TV One’s greater station operating
margin of 43.6% for the three months ended March 31, 2012.
LIQUIDITY AND CAPITAL RESOURCES
Our
primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our senior
credit facility and other debt or equity financing.
For
the purposes of the below discussion, the term “November 2010 Refinancing Transactions” refers to (i) our November
24, 2010, exchange and cancellation of approximately $97.0 million of our 8⅞% senior subordinated notes due 2011 (the “2011
Notes”) and approximately $199.3 million of our 6⅜% senior subordinated notes due 2013 (the “2013 Notes”
and together with the 2011 Notes, the “Prior Notes”) for approximately $287.0 million of our 2016 Notes; (ii) our entrance
into supplemental indentures in respect of each of the Prior Notes which waived any and all existing defaults and events of default
that had arisen or may have arisen that may be waived and eliminated substantially all of the covenants in each indenture governing
the Prior Notes, other than the covenants to pay principal of and interest on the Prior Notes when due, and eliminated the related
events of default; and (iii) our entrance into an amendment to our senior credit facility as described below.
Credit
Facilities
March
2011 Refinancing Transaction
On
March 31, 2011, the Company entered into the 2011 Credit Agreement with a syndicate of banks, and simultaneously borrowed $386.0
million to retire all outstanding obligations under the Company’s previous amended and restated credit agreement and to fund
our obligation with respect to a capital call initiated by TV One. The total amount available under the 2011 Credit
Agreement is $411.0 million, consisting of a $386.0 million term loan facility that matures on March 31, 2016 and a $25.0 million
revolving loan facility that matures on March 31, 2015. Borrowings under the credit facilities are subject to compliance with certain
covenants including, but not limited to, certain financial covenants. Proceeds from the credit facilities can be used for working
capital, capital expenditures made in the ordinary course of business, our common stock repurchase program, permitted direct and
indirect investments and other lawful corporate purposes.
The
2011 Credit Agreement contains affirmative and negative covenants that the Company is required to comply with, including:
|
(b)
|
maintaining an interest coverage ratio of no less than:
|
§
1.25
to 1.00 on June 30, 2011 and the last day of each fiscal quarter through September 30, 2015; and
§
1.50
to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.
(b) maintaining
a senior secured leverage ratio of no greater than:
§
5.25
to 1.00 on June 30, 2011;
§
5.00
to 1.00 on September 30, 2011 and December 31, 2011;
§
4.75
to 1.00 on March 31, 2012;
§
4.50
to 1.00 on June 30, 2012, September 30, 2012 and December 31, 2012;
§
4.00
to 1.00 on March 31, 2013 and the last day of each fiscal quarter through September 30, 2013;
§
3.75
to 1.00 on December 31, 2013 and the last day of each fiscal quarter through September 30, 2014;
§
3.25
to 1.00 on December 31, 2014 and the last day of each fiscal quarter through September 30, 2015; and
§
2.75
to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.
(c) maintaining
a total leverage ratio of no greater than:
§
9.25
to 1.00 on June 30, 2011 and the last day of each fiscal quarter through December 31, 2011;
§
9.00
to 1.00 on March 31, 2012;
§
8.75
to 1.00 on June 30, 2012;
§
8.50
to 1.00 on September 30, 2012 and December 31, 2012;
§
8.00
to 1.00 on March 31, 2013 and the last day of each fiscal quarter through September 30, 2013;
§
7.50
to 1.00 on December 31, 2013 and the last day of each fiscal quarter through September 30, 2014;
§
6.50
to 1.00 on December 31, 2014 and the last day of each fiscal quarter through September 30, 2015; and
§
6.00
to 1.00 on December 31, 2015 and the last day of each fiscal quarter thereafter.
(d)
limitations on:
§
liens;
§
sale
of assets;
§
payment
of dividends; and
§
mergers.
As of March 31, 2012,
ratios calculated in accordance with the 2011 Credit Agreement, are as follows:
|
|
As of
March 31,
2012
|
|
|
Covenant
Limit
|
|
|
Excess
Coverage
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Last Twelve Months Covenant EBITDA (In millions)
|
|
$
|
85.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma Last Twelve Months Interest Expense (In millions)
|
|
$
|
48.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Debt (In millions)
|
|
$
|
359.5
|
|
|
|
|
|
|
|
|
|
Total Debt (In millions)
|
|
$
|
680.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Leverage
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Secured Debt / Covenant EBITDA
|
|
|
4.19
|
x
|
|
|
4.75
|
x
|
|
|
0.56
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Leverage
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Debt / Covenant EBITDA
|
|
|
7.93
|
x
|
|
|
9.00
|
x
|
|
|
1.07
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Coverage
|
|
|
|
|
|
|
|
|
|
|
|
|
Covenant EBITDA / Interest Expense
|
|
|
1.76
|
x
|
|
|
1.25
|
x
|
|
|
0.51
|
x
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA - Earnings before interest, taxes, depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
In accordance with
the 2011 Credit Agreement, the calculations for the ratios above do not include the operating results and related debt of Reach
Media and TV One.
As
of March 31, 2012, the Company was in compliance with all of its financial covenants under the 2011 Credit Agreement.
Under
the terms of the 2011 Credit Agreement, interest on base rate loans is payable quarterly and interest on LIBOR loans is payable
monthly or quarterly. The base rate is equal to the greater of (i) the prime rate, (ii) the Federal Funds Effective Rate plus
0.50% or (iii) the LIBOR Rate for a one-month period plus 1.00%. The applicable margin on the 2011 Credit Agreement is between
(i) 4.50% and 5.50% on the revolving portion of the facility and (ii) 5.00% (with a base rate floor of 2.5% per annum) and 6.00%
(with a LIBOR floor of 1.5% per annum) on the term portion of the facility. Commencing on June 30, 2011, quarterly installments
of 0.25%, or $960,000, of the principal balance on the $386.0 million term loan are payable on the last day of each March, June,
September and December.
As
of March 31, 2012, the Company had approximately $23.8 million of borrowing capacity under its revolving credit facility. After
taking into consideration the financial covenants under the 2011 Credit Agreement, the full amount was available to be borrowed.
As
of March 31, 2012, the Company had outstanding approximately $382.1 million on its term credit facility. During the quarter ended
March 31, 2012, the Company repaid approximately $1.0 million under the 2011 Credit Agreement. Proceeds from the 2011 Credit Agreement
of approximately $378.3 million, net of original issue discount, were used to repay the Amended and Restated Credit Agreement (as
defined below) and pay other fees and expenses, with the balance of the proceeds used to fund the TV One capital call. The original
issue discount is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest
expense over the term of the credit facility.
Period
between and including the November 2010 Refinancing Transactions and entering into the 2011 Credit Agreement
On
November 24, 2010, the Company entered into a credit agreement amendment with its prior syndicate of banks. The credit agreement
amendment, which amended and restated the Previous Credit Agreement (as defined below) (as so amended and restated, the “Amended
and Restated Credit Agreement”), among other things, replaced the existing amount of outstanding revolving loans with a $323.0
million term loan and provided for three tranches of revolving loans, including a $20.0 million revolver to be used for working
capital, capital expenditures, investments, and other lawful corporate purposes, a $5.1 million revolver to be used solely to redeem
and retire the 2011 Notes, and a $13.7 million revolver to be used solely to fund a capital call with respect to TV One (the “November
2010 Refinancing Transaction”).
The
Amended and Restated Credit Agreement provided for maintenance of the following maximum fixed charge coverage ratio as of the last
day of each fiscal quarter:
Effective Period
|
|
Ratio
|
November 24, 2010 to December 30, 2010
|
|
1.05 to 1.00
|
December 31, 2010 to June 30, 2012
|
|
1.07 to 1.00
|
The
Amended and Restated Credit Agreement also provided for maintenance of the following maximum total leverage ratios (subject to
certain adjustments if subordinated debt is issued or any portion of the $13.7 million revolver was used to fund a TV One capital
call):
Effective Period
|
|
Ratio
|
November 24, 2010 to December 30, 2010
|
|
9.35 to 1.00
|
December 31, 2010 to December 30, 2011
|
|
9.00 to 1.00
|
December 31, 2011 and thereafter
|
|
9.25 to 1.00
|
The
Amended and Restated Credit Agreement also provided for maintenance of the following maximum senior leverage ratios (subject to
certain adjustments if any portion of the $13.7 million revolver was used to fund a TV One capital call):
Beginning
|
|
No greater than
|
November 24, 2010 to December 30, 2010
|
|
5.25 to 1.00
|
December 31, 2010 to March 30, 2011
|
|
5.00 to 1.00
|
March 31, 2011 to September 29, 2011
|
|
4.75 to 1.00
|
September 30, 2011 to December 30, 2011
|
|
4.50 to 1.00
|
December 31, 2011 and thereafter
|
|
4.75 to 1.00
|
The
Amended and Restated Credit Agreement provided for maintenance of average weekly availability at any time during any period set
forth below:
Beginning
|
|
Average weekly availability no less than
|
|
November 24, 2010 through and including June 30, 2011
|
|
$
|
10,000,000
|
|
July 1, 2011 and thereafter
|
|
$
|
15,000,000
|
|
During
the period between and including November 24, 2010, and March 31, 2011, the Company was in compliance with all of its financial
covenants under the Amended and Restated Credit Agreement.
Under
the terms of the Amended and Restated Credit Agreement, interest on both alternate base rate loans and LIBOR loans was payable
monthly. The LIBOR interest rate floor was 1.00% and the alternate base rate was equal to the greater of the prime rate,
the Federal Funds Effective Rate plus 0.50% and the LIBOR Rate for a one-month period plus 1.00%. Interest payable on
(i) LIBOR loans were at LIBOR plus 6.25% and (ii) alternate base rate loans was at an alternate base rate plus 5.25% (and, in each
case, could have been permanently increased if the Company exceeded certain senior leverage ratio levels, tested quarterly beginning
June 30, 2011). The interest rate paid in excess of LIBOR could have been as high as 7.25% during the last quarter prior
to maturity if the Company exceeded the senior leverage ratio levels on each test date. Commencing on September 30, 2011, quarterly
installments of 0.25%, or $807,500, of the principal balance on the $323.0 million term loan were payable on the last day of each
March, June, September and December.
Under
the terms of the Amended and Restated Credit Agreement, quarterly installments of principal on the term loan facility were
payable on the last day of each March, June, September and December commencing on September 30, 2007 in a percentage amount of
the principal balance of the term loan facility outstanding on September 30, 2007, net of loan repayments, of 1.25% between September
30, 2007 and June 30, 2008, 5.0% between September 30, 2008 and June 30, 2009, and 6.25% between September 30, 2009 and June 30,
2012. Based on the (i) $174.4 million net principal balance of the term loan facility outstanding on September 30, 2008, (ii) a
$70.0 million prepayment in March 2009, (iii) a $31.5 million prepayment in May 2009 and (iv) a $5.0 million prepayment in May
2010, quarterly payments of $4.0 million are payable between June 30, 2010 and June 30, 2012.
On
December 24, 2010, all remaining outstanding 2011 Notes were repurchased pursuant to the indenture governing the 2011 Notes. We
incurred approximately $4.5 million in borrowings under the Amended and Restated Credit Agreement in connection with such repurchase.
As
a result of our repurchase and refinancing of the 2011 Notes, the expiration of the Amended and Restated Credit Agreement was June
30, 2012.
On
March 31, 2011, the Company repaid all obligations under, and terminated, the Amended and Restated Credit Agreement with proceeds
from a new senior credit facility governed by the 2011 Credit Agreement. During the quarter ended March 31, 2011 the Company did
not borrow from the Amended and Restated Credit Agreement and repaid approximately $353.7 million.
Pre
November 2010 Refinancing Transactions
In
June 2005, the Company entered into the Credit Agreement with a syndicate of banks (the “Previous Credit Agreement”),
and simultaneously borrowed $437.5 million to retire all outstanding obligations under its Previous Credit Agreement. The Previous
Credit Agreement was amended in April 2006 and September 2007 to modify certain financial covenants and other provisions. Prior
to the November 2010 Refinancing Transaction, the Previous Credit Agreement was to expire the earlier of (a) six months prior
to the scheduled maturity date of the
8⅞
% Senior Subordinated
Notes due July 1, 2011 (January 1, 2011) (unless the
8⅞
%
Senior Subordinated Notes have been repurchased or refinanced prior to such date) or (b) June 30, 2012. The total amount available
under the Credit Agreement was $800.0 million, consisting of a $500.0 million revolving facility and a $300.0 million term loan
facility. Borrowings under the credit facilities were subject to compliance with certain provisions including, but not limited,
to financial covenants. The Company could use proceeds from the credit facilities for working capital, capital expenditures made
in the ordinary course of business, its common stock repurchase program, permitted direct and indirect investments and other lawful
corporate purposes.
During
the quarter ended March 31, 2010, we noted that certain of our subsidiaries identified as guarantors in our financial statements
did not have requisite guarantees filed with the trustee as required under the terms of the indentures governing the 6⅜%
Senior Subordinated Notes due 2013 (the “2013 Notes”) and 2011 Notes (the “Non-Joinder of Certain Subsidiaries”).
The Non-Joinder of Certain Subsidiaries caused a non-monetary, technical default under the terms of the relevant indentures
at December 31, 2009, causing a non-monetary, technical cross-default at December 31, 2009 under the terms of our Previous Credit
Agreement. On March 30, 2010, we joined the relevant subsidiaries as guarantors under the relevant indentures (the “Joinder”).
Further, on March 30, 2010, we entered into a third amendment (the “Third Amendment”) to the Previous Credit Agreement.
The Third Amendment provided for, among other things: (i) a $100.0 million revolver commitment reduction (from $500.0 million
to $400.0 million) under the bank facilities; (ii) a 1.0% floor with respect to any loan bearing interest at a rate determined
by reference to the adjusted LIBOR (iii) certain additional collateral requirements; (iv) certain limitations on the use of proceeds
from the revolving loan commitments; (v) the addition of Interactive One, LLC as a guarantor of the loans under the Previous Credit
Agreement and under the notes governed by the Company’s 2011 Notes and 2013 Notes; (vi) the waiver of the technical cross-defaults
that existed as of December 31, 2009 and through the date of the amendment arising due to the Non-Joinder of Certain Subsidiaries;
and (vii) the payment of certain fees and expenses of the lenders in connection with their diligence work on the amendment.
Under
the terms of the Previous Credit Agreement, upon any breach or default under either the
8⅞
%
Senior Subordinated Notes due July 2011 or the
6⅜
% Senior Subordinated
Notes due February 2013, the lenders could among other actions immediately terminate the Previous Credit Agreement and declare
the loans then outstanding under the Previous Credit Agreement to be due and payable in whole immediately. Similarly,
under the
8⅞
% Senior Subordinated Notes and the
6⅜
%
Senior Subordinated Notes, a default under the terms of the Previous Credit Agreement would constitute an event of default, and
the trustees or the holders of at least 25% in principal amount of the then outstanding notes (under either class) could have
declared the principal of such class of note and interest to be due and payable immediately.
As
of each of June 30, 2010, July 1, 2010 and September 30, 2010, we were not in compliance with the terms of the Previous Credit
Agreement. More specifically, (i) as of June 30, 2010, we failed to maintain a total leverage ratio of 7.25 to 1.00
(ii) as of each of July 1, 2010 and September 30, 2010, as a result of a step down of the total leverage ratio from no greater
than 7.25 to 1.00 to no greater than 6.50 to 1.00 effective for the period July 1, 2010 to September 30, 2011, we also failed to
maintain the requisite total leverage ratio and (iii) as of September 30, 2010, we failed to maintain a senior leverage ratio of
4.00 to 1.00. On July 15, 2010, the Company and its subsidiaries entered into a forbearance agreement (the “Forbearance
Agreement”) with Wells Fargo Bank, N.A. (successor by merger to Wachovia Bank, National Association), as administrative agent
(the “Agent”), and financial institutions constituting the majority of outstanding loans and commitments (the “Required
Lenders”) under the Previous Credit Agreement, relating to the defaults and events of default existing as of June 30, 2010
and July 1, 2010. On August 13, 2010, we entered into an amendment to the Forbearance Agreement (the “Forbearance
Agreement Amendment”) that, among other things, extended the termination date of the Forbearance Agreement to September 10,
2010, unless terminated earlier by its terms, and provided additional forbearance related to the then anticipated default caused
by an opinion of Ernst & Young LLP expressing substantial doubt about the Company’s ability to continue as a going
concern as issued in connection with the restatement of our financial statements. Under the Forbearance Agreement and
the Forbearance Agreement Amendment, the Agent and the Required Lenders maintained the right to deliver “payment blockage
notices” to the trustees for the holders of the 2011 Notes and/or the 2013 Notes.
On
August 5, 2010, the Agent delivered a payment blockage notice to the Trustee under the Indenture governing our 2013 Notes. As
a result, neither we nor any of our guaranteeing subsidiaries could make any payment or distribution of any kind or character in
respect of obligations under the 2013 Notes, including the interest payment that was scheduled to be made on August 16, 2010. The
30-day grace period for the nonpayment of interest before such nonpayment constituted an event of default under the 2013 Notes
Indenture expired on September 15, 2010. While the trustee or holders of at least 25% in principal amount of the then
outstanding 2013 Notes could have declared the principal amount, and accrued and unpaid interest, on all outstanding 2013 Notes
to be due and payable immediately as a result of such event of default, no such remedies were exercised as we continued to negotiate
the terms of the amended exchange offer and a new support agreement with the members of the ad hoc group of holders of our 2011
Notes and 2013 Notes. The event of default under the 2013 Notes Indenture also constituted an event of default under
the Previous Credit Agreement. While the Forbearance Agreement Amendment expired by its terms on September 10, 2010,
we and the Agent continued to negotiate the terms of a credit facility amendment and the Agent and the lenders did not exercise
additional remedies under the Previous Credit Agreement. The Amended and Restated Credit Agreement cured all of these issues.
Senior
Subordinated Notes
Period
after the November 2010 Refinancing Transactions and after the March 2011 Refinancing Transaction
On
November 24, 2010, we issued $286.8 million of our 12½%/15% Senior Subordinated Notes due May 2016 in a private placement
and exchanged and then cancelled approximately $97.0 million of $101.5 million in aggregate principal amount outstanding of our
2011 Notes and approximately $199.3 million of $200.0 million in aggregate principal amount outstanding of our 2013 Notes (the
2013 Notes together with the 2011 Notes, the “Prior Notes”). We entered into supplemental indentures in
respect of each of the Prior Notes which waived any and all existing defaults and events of default that had arisen or may have
arisen that may be waived and eliminated substantially all of the covenants in each indenture governing the Prior Notes, other
than the covenants to pay principal and interest on the Prior Notes when due, and eliminated the related events of default. Subsequently,
all remaining outstanding 2011 Notes were repurchased pursuant to the indenture governing the 2011 Notes, effective as of December
24, 2010.
As
of March 31, 2012, the Company had outstanding $747,000 of its
6⅜% Senior Subordinated Notes due February
2013 and $319.8 million of its 12½%/15% Senior Subordinated Notes due May 2016. The 12½%/15% Senior Subordinated
Notes due May 2016 had a carrying value of $319.8 million and a fair value of approximately $225.5 million as of March
31, 2012, and the 6⅜
% Senior Subordinated Notes due February
2013 had a carrying value of $747,000 and a fair value of approximately $702,000 as of March 31, 2012. The fair values
were determined based on the trading value of the instruments as of the reporting date.
Interest
payments under the terms of the
6⅜
% Senior Subordinated Notes
are due in February and August. Based on the $747,000 principal balance of the
6⅜
%
Senior Subordinated Notes outstanding on March 31, 2012, interest payments of $24,000 are payable each February and August through
February 2013.
Interest
on the 12½%/15% Senior Subordinated Notes is payable in cash, or at our election, partially in cash and partially
through the issuance of additional 12½%/15% Senior Subordinated Notes (a “PIK Election”) on a quarterly basis
in arrears on February 15, May 15, August 15 and November 15, commencing on February 15, 2011. We may make a PIK Election
only with respect to interest accruing up to but not including May 15, 2012, and with respect to interest accruing from and after
May 15, 2012 such interest shall accrue at a rate of 12.5% per annum and shall be payable in cash.
Interest
on the Exchange Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was
most recently paid. Interest will accrue for each quarterly period at a rate of 12.5% per annum if the interest for
such quarterly period is paid fully in cash. In the event of a PIK Election, including the PIK Election currently in
effect, the interest paid in cash and the interest paid-in-kind by issuance of additional Exchange Notes (“PIK Notes”)
will accrue for such quarterly period at 6.0% cash per annum and 9.0% PIK per annum.
In
the absence of an election for any interest period, interest on the Exchange Notes shall be payable according to the election for
the previous interest period, provided that interest accruing from and after May 15, 2012 shall accrue at a rate of 12.5% per annum
and shall be payable in cash. A PIK Election is currently in effect and will remain in effect through
May 15, 2012. After May 15, 2012, interest shall accrue at a rate of 12.5% per annum and shall be payable wholly in cash and the
Company will no longer have an option to pay any portion of its interest through the issuance of PIK Notes.
During
the quarter ended March 31, 2012, the Company paid cash interest in the amount of approximately $15.5 million and issued approximately
$7.0 million of additional 12½%/15% Senior Subordinated Notes in accordance with the PIK Election that is currently in
effect.
The
indentures governing the Company’s 12½%/15% Senior Subordinated Notes also contain covenants that restrict, among
other things, the ability of the Company to incur additional debt, purchase common stock, make capital expenditures, make investments
or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets,
or merge, consolidate or sell all or substantially all of its assets.
The
Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and
unconditionally guaranteed the Company’s 12½%/15% Senior Subordinated Notes, the
6⅜
%
Senior Subordinated Notes and the Company’s obligations under the 2011 Credit Agreement.
Period
prior to November 2010 Refinancing Transactions
Subsequent
to December 31, 2009, we noted that certain of our subsidiaries identified as guarantors in our financial statements did not have
requisite guarantees filed with the trustee as required under the terms of the indentures (the “Non-Joinder of Certain Subsidiaries”).
The Non-Joinder of Certain Subsidiaries caused a non-monetary, technical default under the terms of the relevant indentures
at December 31, 2009, causing a non-monetary, technical cross-default at December 31, 2009 under the terms of our Credit Agreement
dated as of June 13, 2005. We have since joined the relevant subsidiaries as guarantors under the relevant indentures (the
“Joinder”). Further, on March 30, 2010, we entered into a third amendment (the “Third Amendment”)
to the Credit Agreement. The Third Amendment provides for, among other things: (i) a $100.0 million revolver commitment reduction
under the bank facilities; (ii) a 1.0% floor with respect to any loan bearing interest at a rate determined by reference to the
adjusted LIBOR; (iii) certain additional collateral requirements; (iv) certain limitations on the use of proceeds from the revolving
loan commitments; (v) the addition of Interactive One, LLC as a guarantor of the loans under the Credit Agreement and under the
notes governed by the Company’s 2001 and 2005 senior subordinated debt documents; (vi) the waiver of the technical cross-defaults
that existed as of December 31, 2009 and through the date of the amendment arising due to the Non-Joinder of Certain Subsidiaries;
and (vii) the payment of certain fees and expenses of the lenders in connection with their diligence in connection with the amendment.
As
of each of June 30, 2010, July 1, 2010 and September 30, 2010, we were not in compliance with the terms of our Previous Credit
Agreement. More specifically, (i) as of June 30, 2010, we failed to maintain a total leverage ratio of 7.25 to 1.00
(ii) as of each of July 1, 2010 and September 30, 2010, as a result of a step down of the total leverage ratio from no greater
than 7.25 to 1.00 to no greater than 6.50 to 1.00 effective for the period July 1, 2010 to September 30, 2011, we also failed to
maintain the requisite total leverage ratio and (iii) as of September 30, 2010, we failed to maintain a senior leverage ratio of
4.00 to 1.00. On July 15, 2010, the Company and its subsidiaries entered into the Forbearance Agreement with Wells Fargo
Bank, N.A. (successor by merger to Wachovia Bank, National Association), as Agent, and the Required Lenders under our Previous
Credit Agreement, relating to the defaults and events of default existing as of June 30, 2010 and July 1, 2010. On August
13, 2010, we entered into an amendment to the Forbearance Agreement Amendment that, among other things, extended the
termination date of the Forbearance Agreement to September 10, 2010, unless terminated earlier by its terms, and provided additional
forbearance related to the then anticipated default caused by an opinion of Ernst & Young LLP expressing substantial doubt
about the Company’s ability to continue as a going concern as issued in connection with the restatement of our financial
statements. Under the Forbearance Agreement and the Forbearance Agreement Amendment, the Agent and the Required Lenders
maintained the right to deliver “payment blockage notices” to the trustees for the holders of the 2011 Notes and/or
the 2013 Notes.
On
August 5, 2010, the Agent under our Previous Credit Agreement delivered a payment blockage notice to the Trustee under the Indenture
governing our 2013 Notes. As a result, neither we nor any of our guaranteeing subsidiaries could make any payment or
distribution of any kind or character in respect of obligations under the 2013 Notes, including the interest payment that was scheduled
to be made on August 16, 2010. The 30-day grace period for the nonpayment of interest before such nonpayment constituted
an event of default under the 2013 Notes Indenture expired on September 15, 2010. While the trustee or holders of at
least 25% in principal amount of the then outstanding 2013 Notes could declare the principal amount, and accrued and unpaid interest,
on all outstanding 2013 Notes to be due and payable immediately as a result of such event of default, as of the date of this filing,
no such remedies were exercised as we continued to negotiate the terms of the amended exchange offer and a new support agreement
with the members of the ad hoc group of holders of our 2011 and 2013 Notes. The event of default under the 2013 Notes
Indenture also constituted an event of default under the Previous Credit Agreement. As of November 24, 2010, as a result
of the November 2010 Refinancing Transactions, any and all existing defaults and events of default that had arisen or may have
arisen were cured.
The following table summarizes the interest rates
in effect with respect to our debt as of
March
31, 2012:
Type of Debt
|
|
Amount Outstanding
|
|
|
Applicable
Interest
Rate
|
|
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
Senior bank term debt, net of original issue discount (at variable rates)(1)
|
|
$
|
375.7
|
|
|
|
7.52
|
%
|
12
½
%/15% Senior Subordinated
Notes (fixed rate)
|
|
$
|
319.8
|
|
|
|
15.00
|
%
|
10% Senior Secured TV One Notes due March 2016 (fixed rate)
|
|
$
|
119.0
|
|
|
|
10.00
|
%
|
6⅜
% Senior Subordinated Notes (fixed rate)
|
|
$
|
0.7
|
|
|
|
6.38
|
%
|
|
(1)
|
Subject to variable Libor and Base Rates plus a spread currently at 6.00% and 5.00%,
respectively, and incorporated into the applicable interest rate set forth above.
|
The
indentures governing our Prior Notes and our 2016 Notes require that we comply with certain financial covenants limiting our ability
to incur additional debt. Such terms also place restrictions on us with respect to the sale of assets, liens, investments, dividends,
debt repayments, capital expenditures, transactions with affiliates, consolidation and mergers, and the issuance of equity interests,
among other things. As of November 24, 2010 and in connection with the November 2010 Refinancing Transactions, we and the trustee
under the indentures governing our Prior Notes entered into supplemental indentures which waived any and all existing defaults
and events of default that had arisen or may have arisen that may be waived and eliminated substantially all of the covenants in
each indenture other than the covenants to pay principal of and interest on the Prior Notes when due, and eliminated the related
events of default. Our 2011 Credit Agreement also requires compliance with financial tests based on financial position
and results of operations, including an interest coverage, senior secured leverage, and total leverage ratios, all of which could
effectively limit our ability to borrow under the 2011 Credit Agreement.
TV
One issued $119.0 million in senior secured notes on February 25, 2011. The notes were issued in connection with the repurchase
of its equity interest from certain financial investors and TV One management. The notes bear interest at 10.0% per annum, which
is payable monthly, and the entire principal amount is due on March 15, 2016.
In
November 2009, Reach Media issued a $1.0 million, 7% promissory note in connection with the repurchase of certain of its common
stock held by a minority shareholder, a subsidiary of Cumulus (formerly Citadel). The note was due and paid on December 30, 2011.
The
following table provides a comparison of our statements of cash flows for the three months ended March 31, 2012 and 2011:
|
|
2012
|
|
|
2011
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Net cash flows provided by operating activities
|
|
$
|
23,199
|
|
|
$
|
7,711
|
|
Net cash flows used in investing activities
|
|
$
|
(10,163
|
)
|
|
$
|
(1,812
|
)
|
Net cash flows (used in) provided by financing activities
|
|
$
|
(5,091
|
)
|
|
$
|
18,726
|
|
Net
cash flows provided by operating activities were approximately $23.2 million for the three months ended March 31, 2012 compared
to net cash flows provided by operating activities of approximately $7.7 million for the three months ended March 31, 2011. Cash
flows from operating activities for the three months ended March 31, 2012 increased from the prior year primarily due to changes
in operating activities resulting from the consolidation of TV One.
Net
cash flows used in investing activities were approximately $10.2 million and $1.8 million for the three months ended
March 31, 2012 and 2011, respectively. Capital expenditures, including digital tower and transmitter upgrades, content assets
and deposits for station equipment and purchases were approximately $13.7 million and $1.8 million for the three months
ended March 31, 2012 and 2011, respectively.
Proceeds from sales of investment securities were approximately $3.9
million for the three months ended March 31, 2012.
Net
cash flows used in financing activities were approximately $5.1 million for the three months ended March 31, 2012 compared to
net cash flows provided by financing activities of $18.7 million for the three months ended March 31, 2011. During the three months
ended March 31, 2012, the Company had no borrowings from its credit facility, while during the three m
onths ended March
31, 2011, the Company borrowed approximately $378.3 million from its credit facility. During the three months ended March 31,
2012 and 2011, we repaid $965,000 and approximately $353.7 million, respectively, in outstanding debt. During
the three months ended March 31, 2012 and 2011, respectively, we capitalized $13,000 and approximately $5.9 million of costs associated
with our evaluation of various alternatives associated with our indebtedness and its upcoming maturities. TV One paid approximately
$4.1 million in dividends to noncontrolling interest shareholders for the
quarter ended
March 31, 2012.
Credit Rating Agencies
Our
corporate credit ratings by Standard & Poor's Rating Services and Moody's Investors Service are speculative-grade and
have been downgraded and upgraded at various times during the last several years. Any reductions in our credit ratings could increase
our borrowing costs, reduce the availability of financing to us or increase our cost of doing business or otherwise negatively
impact our business operations.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our
significant accounting policies are described in Note 1 -
Organization and Summary of Significant Accounting Policies
of the consolidated financial statements in our Annual Report on Form 10-K. We prepare our consolidated financial statements
in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those
estimates. In Management’s Discussion and Analysis contained in our Annual Report on Form 10-K for the year ended December 31,
2011, we summarized the policies and estimates that we believe to be most critical in understanding the judgments involved in preparing
our financial statements and the uncertainties that could affect our results of operations, financial condition and cash flows.
There have been no material changes to our existing accounting policies or estimates since we filed our Annual Report on Form 10-K
for the year ended December 31, 2011.
Goodwill and Radio Broadcasting Licenses
Impairment Testing
We
have made several radio station acquisitions in the past for which a significant portion of the purchase price was allocated to
goodwill and radio broadcasting licenses. Goodwill exists whenever the purchase price exceeds the fair value of tangible and identifiable
intangible net assets acquired in business combinations. As of March 31, 2012, we had approximately $677.4 million in broadcast
licenses and $
272.0
million in goodwill, which totaled $949.4 million,
and represented approximately 64.1% of our total assets. Therefore, we believe estimating the fair value of goodwill and radio
broadcasting licenses is a critical accounting estimate because of the significance of their carrying values in relation to our
total assets. We did not record any impairment charges for the three months ended March 31, 2012 and 2011.
We
test for impairment annually, or when events or changes in circumstances or other conditions suggest impairment may have occurred.
Our annual impairment testing is performed for assets owned as of October 1. Impairment exists when the carrying value of these
assets exceeds its respective fair value. When the carrying value exceeds fair value, an impairment amount is charged to operations
for the excess.
Valuation of Broadcasting Licenses
We
utilize the services of a third-party valuation firm to provide independent analysis when evaluating the fair value of our radio
broadcasting licenses and reporting units. The testing for radio broadcasting licenses is performed at the unit of accounting level
as determined by ASC 350, “
Intangibles - Goodwill and Other
.” In our case, each unit of accounting is a clustering
of radio stations into one geographical market. We use the income approach to value broadcasting licenses, which involves a 10-year
model that incorporates several variables, including, but not limited to: (i) estimated discounted cash flows of a hypothetical
market participant; (ii) estimated radio market revenue and growth projections; (iii) estimated market share and revenue for the
hypothetical participant; (iv) likely media competition within the market; (v) estimated start-up costs and losses incurred in
the early years; (vi) estimated profit margins and cash flows based on market size and station type; (vii) anticipated capital
expenditures; (viii) probable future terminal values; (ix) an effective tax rate assumption; and (x) a discount rate based on the
weighted-average cost of capital for the radio broadcast industry. In calculating the discount rate, we considered: (i) the cost
of equity, which includes estimates of the risk-free return, the long-term market return, small stock risk premiums and industry
beta; (ii) the cost of debt, which includes estimates for corporate borrowing rates and tax rates; and (iii) estimated average
percentages of equity and debt in capital structures. Since our October 2011 annual assessment, we have not made any changes to
the methodology for valuing broadcasting licenses.
During
the second quarter of 2011, the total market revenue growth for certain markets was below that used in our 2010 annual impairment
testing. We deemed that to be an impairment indicator that warranted interim impairment testing of certain of our radio broadcasting
licenses, which we performed as of May 31, 2011. During the third quarter of 2011, there was further deterioration of revenue growth
in certain markets, and as such, we deemed that to be an impairment indicator that warranted interim testing of certain radio broadcasting
licenses as of September 30, 2011. The Company concluded that our radio broadcasting licenses were not impaired during the second
or third quarters of 2011. The Company completed its annual impairment testing as of October 1, 2011 and concluded that our radio
broadcasting licenses were not impaired. Below are some of the key assumptions used in the income approach model for estimating
broadcasting licenses fair values for all annual and interim impairment assessments performed since January 2011.
Radio Broadcasting
|
|
May 31,
|
|
|
September 30,
|
|
|
October 1,
|
|
Licenses
|
|
2011 (a)
|
|
|
2011 (a)
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax impairment charge (in millions)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
|
10.0
|
%
|
|
|
9.5
|
%
|
|
|
10.0
|
%
|
Year 1 Market Revenue Growth Rate or Range
|
|
|
1.3% -2.8
|
%
|
|
|
1.5% -2.0
|
%
|
|
|
1.5% -2.5
|
%
|
Long-term Market Revenue Growth Rate Range (Years 6 – 10)
|
|
|
1.5% - 2.0
|
%
|
|
|
1.5% - 2.0
|
%
|
|
|
1.0% - 2.0
|
%
|
Mature Market Share Range
|
|
|
9.0% - 22.5
|
%
|
|
|
9.3% - 22.4
|
%
|
|
|
0.7% - 28.9
|
%
|
Operating Profit Margin Range
|
|
|
32.7% - 40.8
|
%
|
|
|
32.7% - 33.0
|
%
|
|
|
19.1% - 47.4
|
%
|
|
(a)
|
Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.
|
Valuation of Goodwill
The
impairment testing of goodwill is performed at the reporting unit level.
As of December 31, 2011, we had 19 reporting units,
which were comprised of the
15 radio markets that we own and/or operate and
four other business divisions. In testing for the impairment of goodwill, with the assistance of a third-party valuation firm,
we primarily rely on the income approach. The approach involves a 10-year model with similar variables as described above for broadcasting
licenses, except that the discounted cash flows are generally based on the Company’s estimated and projected market revenue,
market share and operating performance for its reporting units, instead of those for a hypothetical participant. We follow a two-step
process to evaluate if a potential impairment exists for goodwill. The first step of the process involves estimating the fair value
of each reporting unit. If the reporting unit’s fair value is less than its carrying value, a second step is performed to
allocate the fair value of the reporting unit to the individual assets and liabilities of the reporting unit in order to determine
the implied fair value of the reporting unit’s goodwill as of the impairment assessment date. Any excess of the carrying
value of the goodwill over the implied fair value of the goodwill is written off as a charge to operations. Since our annual assessment,
we have not made any changes to the methodology of valuing or allocating goodwill when determining the carrying values of the radio
markets, Reach Media, Interactive One or TV One.
In
March, June and September of 2011, the Company performed interim impairment testing on the valuation of goodwill associated with
Reach Media. Reach Media’s actual operating results did not meet budgeted results during 2011 and as such, interim impairment
testing for goodwill attributable to Reach Media was performed. As a result of the interim impairment tests, the Company concluded
that the carrying value of goodwill attributable to Reach Media had not been impaired.
We also completed an impairment assessment
as of December 31, 2011 for Reach Media. Due to amendments of existing Reach Media affiliate agreements with Radio One, Reach Media’s
expected future cash flows will be reduced. There were no goodwill impairment charges recorded as part of our year end impairment
testing. However, the Company recognized a non-cash impairment charge of approximately $7.8 million related to the long-lived assets
of Reach Media.
Below
are some of the key assumptions used in the income approach model for estimating the fair value for Reach Media for all interim,
annual and year end assessments since January 2011. When compared to the discount rates used for assessing radio market reporting
units, the higher discount rates used in these assessments reflect a premium for a riskier and broader media business, with a heavier
concentration and significantly higher amount of programming content related intangible assets that are highly dependent on the
on-air personality Tom Joyner. With the assistance of a third-party valuation firm, the Company assessed the fair value of the
redeemable noncontrolling interest in Reach Media at March 31, 2012. Upon review of the results of the interim and year-end impairment
tests, and quarter-end assessment, the Company concluded that the carrying value of goodwill attributable to Reach Media had not
been impaired.
|
|
March 31,
|
|
|
June 30,
|
|
|
September 30,
|
|
|
December 31,
|
|
|
March 31,
|
|
Reach Media Goodwill
|
|
2011
|
|
|
2011
|
|
|
2011
|
|
|
2011
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax impairment charge (in millions)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
|
13.5
|
%
|
|
|
13.0
|
%
|
|
|
12.0
|
%
|
|
|
12.5
|
%
|
|
|
12.5
|
%
|
Year 1 Revenue Growth Rate
|
|
|
2.5
|
%
|
|
|
2.5
|
%
|
|
|
2.5
|
%
|
|
|
2.5
|
%
|
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Revenue Growth Rate Range
|
|
|
(1.3)% - 4.9
|
%
|
|
|
(0.2)% - 3.9
|
%
|
|
|
(2.0)% - 3.5
|
%
|
|
|
3.0% - 12.7
|
%
|
|
|
2.2% - 9.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Profit Margin Range
|
|
|
16.2% - 27.4
|
%
|
|
|
17.6% - 22.6
|
%
|
|
|
18.8% - 21.7
|
%
|
|
|
(2.0)% - 16.8
|
%
|
|
|
3.7% - 18.1
|
%
|
During
the second and third quarters of 2011, the operating performance and current projections for the remainder of the year for specific
radio markets were below that used in our 2010 annual impairment testing. We deemed that to be an impairment indicator that warranted
interim impairment testing of goodwill associated with specific radio markets, which we performed as of May 31, 2011 and as of
September 30, 2011. The Company concluded that goodwill had not been impaired during the second and third quarters of 2011.
We completed our annual impairment assessment as of October 1, 2011. As a result of our testing, we recorded an impairment charge
of approximately $14.5 million against goodwill in our Columbus market during the fourth quarter of 2011.
Below
are some of the key assumptions used in the income approach model for estimating goodwill fair values for the annual and interim
impairments assessments performed since January 2011.
Goodwill (Radio Market
|
|
May 31,
|
|
|
September 30,
|
|
|
October 1,
|
|
Reporting Units)
|
|
2011 (a)
|
|
|
2011 (a)
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax impairment charge (in millions)
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
14.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount Rate
|
|
|
10.0
|
%
|
|
|
9.5
|
%
|
|
|
10.0
|
%
|
Year 1 Market Revenue Growth Rate or Range
|
|
|
1.5% -3.0
|
%
|
|
|
1.5
|
%
|
|
|
2.0% -2.5
|
%
|
Long-term Market Revenue Growth Rate or Range (Years 6 – 10)
|
|
|
1.5% - 2.0
|
%
|
|
|
1.5
|
%
|
|
|
1.5% - 2.0
|
%
|
Mature Market Share or Share Range
|
|
|
7.0% - 23.0
|
%
|
|
|
13.8
|
%
|
|
|
7.4% - 20.8
|
%
|
Operating Profit Margin or Margin Range
|
|
|
30.0% - 56.0
|
%
|
|
|
36.0
|
%
|
|
|
29.5% - 54.0
|
%
|
|
(a)
|
Reflects changes only to the key assumptions used in the second and third quarter
interim testing for certain reporting units.
|
As
part of our annual testing, when arriving at the estimated fair values for radio broadcasting licenses and goodwill, we also performed
a reasonableness test by comparing our overall average implied multiple based on our cash flow projections and fair values to recently
completed sales transactions, and by comparing our fair value estimates to the market capitalization of the Company. The results
of these comparisons confirmed that the fair value estimates resulting from our annual assessment for 2011 were reasonable.
Sensitivity Analysis
We
believe both the estimates and assumptions we utilized when assessing the potential for impairment are individually and in aggregate
reasonable; however, our estimates and assumptions are highly judgmental in nature. Further, there are inherent uncertainties related
to these estimates and assumptions and our judgment in applying them to the impairment analysis. While we believe we have made
reasonable estimates and assumptions to calculate the fair values, changes in any one estimate, assumption or a combination of
estimates and assumptions, or changes in certain events or circumstances (including uncontrollable events and circumstances resulting
from deterioration in the economy or credit markets) could require us to assess recoverability of broadcasting licenses and goodwill
at times other than our annual October 1 assessments, and could result in changes to our estimated fair values and further
write-downs to the carrying values of these assets. Impairment charges are non-cash in nature, and as with past impairment charges,
any future impairment charges will not impact our cash needs or liquidity or our bank covenant compliance.
As
of March 31, 2012, we had a total goodwill carrying value of approximately
$272.0 million across 12 of our 19 reporting
units.
The below table indicates the long-term cash flow growth rates assumed
in our impairment testing and the long-term cash flow growth/decline rates that would result in additional goodwill impairment.
For
two
of the reporting units, given each of their significant fair
value over carrying value excess, any future goodwill impairment is not likely. However, should our estimates and assumptions for
assessing the fair values of the remaining reporting units with goodwill worsen to reflect the below or lower cash flow growth/decline
rates, additional goodwill impairments may be warranted in the future.
Reporting Unit
|
|
Long-Term Cash Flow Growth
Rate Used
|
|
Long-Term Cash Flow Growth/Decline Rate
That Would Result in Impairment (a)
|
2
|
|
2.0%
|
|
Impairment not likely
|
16
|
|
2.0%
|
|
Impairment not likely
|
12
|
|
2.0%
|
|
0.9%
|
21
|
|
3.0%
|
|
2.4%
|
1
|
|
2.0%
|
|
(0.2)%
|
19
|
|
2.5%
|
|
(0.3)%
|
5
|
|
1.5%
|
|
(1.0)%
|
6
|
|
1.5%
|
|
(1.8)%
|
10
|
|
2.0%
|
|
(2.1)%
|
13
|
|
2.0%
|
|
(4.1)%
|
11
|
|
1.5%
|
|
(11.0)%
|
18
|
|
2.5%
|
|
(14.0)%
|
(a)
The
long-term cash flow growth/decline rate that would result in additional goodwill impairment applies only to further goodwill impairment
and not to any future license impairment that would result from lowering the long-term cash flow growth rates used.
Several
of the licenses in our units of accounting have no or limited excess of fair values over their respective carrying values. Should
our estimates, assumptions, or events or circumstances for any upcoming valuations worsen in the units with no or limited fair
value cushion, additional license impairments may be needed in the future.
Impairment of Intangible Assets Excluding Goodwill and
Radio Broadcasting Licenses
Intangible
assets, excluding goodwill and radio broadcasting licenses, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset or group of assets may not be fully recoverable. These events or changes in circumstances
may include a significant deterioration of operating results, changes in business plans, or changes in anticipated future cash
flows. If an impairment indicator is present, we will evaluate recoverability by a comparison of the carrying amount of the assets
to future undiscounted net cash flows expected to be generated by the assets. Assets are grouped at the lowest level for which
there is identifiable cash flows that are largely independent of the cash flows generated by other asset groups. If the assets
are impaired, the impairment is measured by the amount by which the carrying amount exceeds the fair value of the assets determined
by estimates of discounted cash flows. The discount rate used in any estimate of discounted cash flows would be the rate required
for a similar investment of like risk. There were no impairment triggering events for these assets for the three months ended March
31, 2012 and 2011.
Allowance for Doubtful Accounts
We
must make estimates of the uncollectability of our accounts receivable. We specifically review historical write-off activity by
market, large customer concentrations, customer credit worthiness and changes in our customer payment terms when evaluating the
adequacy of the allowance for doubtful accounts. In the past four years, including the quarter ended March 31, 2012, our historical
bad debt results have averaged approximately 5.1% of our outstanding trade receivables and have been a reliable method to estimate
future allowances. If the financial condition of our customers or markets were to deteriorate, adversely affecting their ability
to make payments, additional allowances could be required.
Revenue Recognition
We
recognize revenue for broadcast advertising when the commercial is broadcast and we report revenue net of agency and outside sales
representative commissions in accordance with ASC 605,
“Revenue Recognition.”
When applicable, agency
and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, advertisers
remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits
the gross billing, less their commission, to us.
Our
online business recognizes its advertising revenue as impressions (the number of times advertisements appear in viewed pages) are
delivered, when “click through” purchases or leads are reported, or ratably over the contract period, where applicable.
TV One derives advertising
revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. TV One also
receives affiliate fees and records revenue during the term of various affiliation agreements at levels appropriate for the most
recent subscriber counts reported by the applicable affiliate.
Equity Accounting
Effective
April 14, 2011, the Company began to account for TV One on a consolidated basis. Prior to that, we accounted for our investment
in TV One under the equity method of accounting in accordance with ASC 323,
“Investments – Equity Method and Joint
Ventures.”
We had recorded our investment at cost and had adjusted the carrying amount of the investment to recognize
the change in Radio One’s claim on the net assets of TV One resulting from net income or losses of TV One as well as other
capital transactions of TV One using a hypothetical liquidation at book value approach.
Contingencies and Litigation
We
regularly evaluate our exposure relating to any contingencies or litigation and record a liability when available information indicates
that a liability is probable and estimable. We also disclose significant matters that are reasonably possible to result in a loss,
or are probable but for which an estimate of the liability is not currently available. To the extent actual contingencies and litigation
outcomes differ from amounts previously recorded, additional amounts may need to be reflected.
Estimate of Effective Tax Rates
We
estimate the provision for income taxes, income tax liabilities, deferred tax assets and liabilities, and any valuation allowances
in accordance with ASC 740, “
Income Taxes,”
as it relates to accounting for income taxes in interim periods. We
estimate effective tax rates based on local tax laws and statutory rates, apportionment factors, taxable income for our filing
jurisdictions and disallowable items, among other factors. Audits by the Internal Revenue Service or state and local tax authorities
could yield different interpretations from our own, and differences between taxes recorded and taxes owed per our filed returns
could cause us to record additional taxes.
To
address the exposures of unrecognized tax positions, in January 2007, we adopted ASC 740 pertaining to the accounting for uncertainty
in income taxes, which recognizes the impact of a tax position in the financial statements if it is more likely than not that the
position would be sustained on audit based on the technical merits of the position. As of March 31, 2012, we had approximately
$5.8 million
in unrecognized tax benefits. Future outcomes of our tax positions may be more or less than the currently
recorded liability, which could result in recording additional taxes, or reversing some portion of the liability, and recognizing
a tax benefit once it is determined the liability is either inadequate or no longer necessary as potential issues get resolved,
or as statutes of limitations in various tax jurisdictions close.
Realizability of Deferred Tax Balances
Except
for DTAs that may be benefited by future reversing deferred tax liabilities (“DTLs”) and DTAs related to Reach Media,
the Company maintains a full valuation allowance for its DTAs, mainly NOLs, as it was determined that more likely than not, the
DTAs would not be realized. The Company reached this determination based on its then cumulative loss position and the uncertainty
of future taxable income. Consistent with that prior realizability assessment, the Company has recorded a full valuation allowance
for additional NOLs generated from the tax deductible amortization of indefinite-lived assets, as well as DTAs created by impairment
charges.
Redeemable noncontrolling interest
Redeemable
noncontrolling interest is an interest in a subsidiary that is redeemable outside of the Company’s control either for cash
or other assets. This interest is classified as mezzanine equity and measured at the greater of estimated redemption value at the
end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The
resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings,
or in the absence of retained earnings, additional paid-in-capital.
Fair Value Measurements
The
Company has accounted for an award called for in the CEO’s employment agreement (the “Employment Agreement”)
as a derivative instrument in accordance with ASC 815,
“Derivatives and Hedging.”
According to the Employment
Agreement, which was executed in April 2008, the CEO is 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’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 agreement,
and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. The Company is currently
in negotiations with the Company’s CEO for a new employment agreement. Until such time as his new employment agreement is
executed, the terms of the Employment Agreement remain in effect including eligibility for the TV One award.
The
Company reassessed the estimated fair value of the award as of March 31, 2012 at approximately $10.7 million and, accordingly,
recorded compensation expense and a liability for that amount. The fair value of the award as of December 31, 2011 was approximately
$10.3 million. The fair valuation incorporated a number of assumptions and estimates, including but not limited to TV One’s
future financial projections, probability factors and the likelihood of various scenarios that would trigger payment of the award.
As the Company will measure changes in the fair value of this award at each reporting period as warranted by certain circumstances,
different estimates or assumptions may result in a change to the fair value of the award amount previously recorded.
With
the assistance of a third-party valuation firm, the Company assesses the fair value of the redeemable noncontrolling interest in
Reach Media as of the end of each reporting period. The fair value of the redeemable noncontrolling interests as of
March 31, 2012 was approximately $23.5 million. The determination of fair value incorporated a number of assumptions
and estimates including, but not limited to, forecasted operating results, discount rates and a terminal value. Different
estimates and assumptions may result in a change to the fair value of the redeemable noncontrolling interests amount previously
recorded.
The
TV One incentive award plan balance is measured based on the estimated enterprise fair value of TV One. For the period ended March
31, 2012, the Company determined that there was no change in TV One’s fair market value since the December 31, 2011
valuation.
As the Company will measure changes in the fair value of these balances at each
reporting period as warranted by certain circumstances, different estimates or assumptions may result in a change to the fair value
of the amounts previously recorded.
Content Assets
TV One has entered
into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted
in these contracts generally run from one year to perpetuity. Contract payments are made in installments over terms that are generally
shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual
commitment when the license period begins and the program is available for its first airing. Program rights are recorded at the
lower of amortized cost or estimated net realizable value. Program rights are amortized based on the greater of the usage of the
program or term of license. Estimated net realizable values are based on the estimated revenues directly associated with the program
materials and related expenses.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2011, the FASB
issued ASU 2011-04, which provides a consistent definition of fair value and ensures that the fair value measurement and disclosure
requirements are similar between US GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value
measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. The Company adopted
this guidance on January 1, 2012 and it did not have a significant impact on the Company’s financial statements.
In September 2011,
the FASB issued ASU 2011-08, which provides companies with an option to perform a qualitative assessment that may allow them to
skip the two-step impairment test. ASU 2011-08 amends existing guidance by giving an entity the option to first assess qualitative
factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.
If this is the case, companies will need to perform a more detailed two-step goodwill impairment test which is used to identify
potential goodwill impairments and to measure the amount of goodwill impairment losses to be recognized, if any. ASU 2011-08 is
effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company
adopted this guidance on January 1, 2012 and it did not have a significant impact on the Company’s financial statements.
In June 2011, the
FASB issued ASU 2011-05, “
Presentation of Comprehensive Income
,” which was subsequently modified in December
2011 by ASU 2011-12, “
Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items
Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05
.” This ASU amends existing
presentation and disclosure requirements concerning comprehensive income, most significantly by requiring that comprehensive income
be presented with net income in a continuous financial statement, or in a separate but consecutive financial statement. The provisions
of this ASU (as modified) are effective for fiscal years, and interim periods within those years, beginning after December 15,
2011. The adoption of this guidance did not have a material impact on the Company's financial statements, other than presentation
and disclosure.
CAPITAL AND COMMERICAL COMMITMENTS:
Radio Broadcasting Licenses
Each of the Company’s
radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term
of eight years prior to renewal. The Company’s radio broadcasting licenses expire at various times through April 1, 2020.
Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal
applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses
renewed.
Indebtedness
We
have several debt instruments outstanding within our corporate structure. The total amount available under our 2011 Credit Agreement
is $411.0 million, consisting of a $386.0 million term loan facility that matures on March 31, 2016 and a $25.0 million revolving
loan facility that matures on March 31, 2015. We also have outstanding $747,000 in
6⅜
%
Senior Subordinated Notes due February 2013 and $319.8 million in our 12½%/15% Senior Subordinated Notes due May 2016.
Finally, TV One issued $119.0 million in senior secured notes on February 25, 2011. The notes were issued in connection with the
repurchase of its equity interest from certain financial investors and TV One management. The notes bear interest at 10.0% per
annum, which is payable monthly, and the entire principal amount is due on March 15, 2016.
See “
Liquidity
and Capital Resources
.”
Royalty Agreements
Effective
December 31, 2009, our radio music license agreements with the two largest performance rights organizations, American Society of
Composers, Authors and Publishers (“ASCAP”) and Broadcast Music, Inc. (“BMI”) expired. The Radio Music
License Committee (“RMLC”), which negotiates music licensing fees for most of the radio industry with ASCAP and BMI,
has reached an agreement with these organizations on a temporary fee schedule that reflects a provisional discount of 7.0% against
2009 fee levels. The temporary fee reductions became effective in January 2010. In May 2010 and June 2010, the U.S. District Court’s
judge charged with determining the licenses fees ruled to further reduce interim fees paid to ASCAP and BMI, respectively, down
approximately another 11.0% from the previous temporary fees negotiated with the RMLC. In January 2012, the U.S. District Court
approved a settlement between RMLC and ASCAP. The settlement determines the amount to be paid to ASCAP for usage through 2016.
In addition, stations will receive a credit for overpayments made in 2010 and 2011.
The
Company has entered into other fixed and variable fee music license agreements with other performance rights organizations, which
expire as late as December 2015. During each of the three months ended March 31, 2012 and 2011,
the Company incurred expenses
of approximately $2.8 million in connection with these agreements.
Lease obligations
We
have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over
the next 20 years.
Operating Contracts and Agreements
We
have other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention
bonuses, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements
that expire over the next seven years.
Reach Media Noncontrolling Interest Shareholders’
Put Rights
Beginning
on February 28, 2012, the noncontrolling interest shareholders of Reach Media have an annual right to require Reach Media to purchase
all or a portion of their shares at the then current fair market value for such shares. Beginning in 2012, this
annual right can be exercised for a 30-day period beginning February 28 of each year. The purchase price for such shares may be
paid in cash and/or registered Class D Common Stock of Radio One, at the discretion of Radio One. As a result, our ability to fund
business operations, new acquisitions or new business initiatives could be limited.
The noncontrolling interest shareholders
of Reach Media did not exercise their right during the 30-day period that ended March 29, 2012. However, we have no assurances
that they will or will not exercise their rights in future years.
Contractual Obligations Schedule
The following table represents our contractual
obligations as of March 31, 2012:
|
|
Payments Due by Period
|
|
Contractual Obligations
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017 and
Beyond
|
|
|
Total
|
|
|
|
(In thousands)
|
|
6⅜
% Senior Subordinated Notes(1)
|
|
$
|
36
|
|
|
$
|
753
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
789
|
|
12½%/15% Senior
Subordinated Notes(1)
|
|
|
31,932
|
|
|
|
40,879
|
|
|
|
40,879
|
|
|
|
40,879
|
|
|
|
339,980
|
|
|
|
–
|
|
|
|
494,549
|
|
Credit facilities(2)
|
|
|
24,920
|
|
|
|
32,404
|
|
|
|
32,114
|
|
|
|
31,825
|
|
|
|
374,697
|
|
|
|
–
|
|
|
|
495,960
|
|
Other operating contracts / agreements(3)
|
|
|
54,852
|
|
|
|
33,982
|
|
|
|
25,123
|
|
|
|
5,100
|
|
|
|
4,022
|
|
|
|
638
|
|
|
|
123,717
|
|
Operating lease obligations
|
|
|
7,391
|
|
|
|
8,098
|
|
|
|
7,089
|
|
|
|
5,998
|
|
|
|
5,175
|
|
|
|
16,883
|
|
|
|
50,634
|
|
Senior Secured Notes(4)
|
|
|
8,925
|
|
|
|
11,900
|
|
|
|
11,900
|
|
|
|
11,900
|
|
|
|
121,777
|
|
|
|
–
|
|
|
|
166,402
|
|
Total
|
|
$
|
128,056
|
|
|
$
|
128,016
|
|
|
$
|
117,105
|
|
|
$
|
95,702
|
|
|
$
|
845,651
|
|
|
$
|
17,521
|
|
|
$
|
1,332,051
|
|
|
(1)
|
Includes interest obligations based on current effective
interest rate on senior subordinated notes outstanding as of March 31, 2012.
|
|
(2)
|
Includes interest obligations based on current effective
interest rate and projected interest expense on credit facilities outstanding as of March 31, 2012.
|
|
(3)
|
Includes employment contracts, severance obligations,
on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, and other general
operating agreements.
Also includes contracts that TV One has entered into to acquire entertainment programming rights and
programs from distributors and producers. These contracts relate to content assets as well as prepaid programming related agreements.
|
|
(4)
|
Represents $119.0 million issued by TV One in senior
secured notes on February 25, 2011. The notes were issued in connection with the repurchase of its equity interest from certain
financial investors and TV One management. The notes bear interest at 10.0% per annum, which is payable monthly, and the entire
principal amount is due on March 15, 2016.
|
Other
Contingencies
The
Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s
opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on
the Company’s financial position or results of operations.
Off-Balance Sheet Arrangements
As
of
March
31, 2012, we had four standby letters of credit totaling approximately
$1.2 million in connection with our annual insurance policy renewals and real estate leases. In addition, Reach Media
had a letter of credit of $500,000 outstanding as of
March
31, 2012.
RELATED PARTY TRANSACTIONS
The Company’s
CEO and Chairperson own a music company called Music One, Inc. (“Music One”). The Company sometimes engages in promoting
the recorded music product of Music One. Based on the cross-promotional value received by the Company, we believe that the provision
of such promotion is fair. During the three months ended March 31, 2012 and 2011, Radio One paid $0 and $4,000, respectively,
to or on behalf of Music One, primarily for market talent event appearances, travel reimbursement and sponsorships. For
the three months ended March 31, 2012 and 2011, the Company provided no advertising services to Music One. There were no cash,
trade or no-charge orders placed by Music One for the three months ended March 31, 2012 and 2011.
There were no office
space or administrative support transactions between Radio One and Music One during the three months ended March 31, 2012 and 2011,
respectively. Advertising spots are priced at an average unit rate. Based on the cross-promotional nature of the activities provided
by Music One and received by the Company, we believe that these methodologies of charging average unit rates or passing through
the actual costs incurred are fair and reflect terms no more favorable than terms generally available to a third-party.
Item 3:
Quantitative
and Qualitative Disclosures About Market Risk
For
quantitative and qualitative disclosures about market risk affecting Radio One, see Item 7A: “Quantitative and Qualitative
Disclosures about Market Risk” in our Annual Report on Form 10-K, for the fiscal year ended December 31, 2011.
Our exposure related to market risk has not changed materially since December 31, 2011.
Item 4.
Controls
and Procedures
Evaluation of disclosure controls and
procedures
We
have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”)
and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls
and procedures as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO concluded that as
of such date, our disclosure controls and procedures are effective in timely alerting them to material information required to
be included in our periodic SEC reports. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under
the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms.
In
designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management
necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure
controls objectives. Our management, including our CEO and CFO, has concluded that our disclosure controls and procedures are effective
in reaching that level of reasonable assurance.
Changes in internal control over financial
reporting
During
the three months ended March 31, 2012, there were no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
Legal
Proceedings
In
November 2001, Radio One and certain of its officers and directors were named as defendants in a shareholder class action filed
in the United States District Court for the Southern District of New York, captioned, In re Radio One, Inc. Initial Public Offering
Securities Litigation, Case No. 01-CV-10160. Similar complaints were filed in the same court against hundreds of other public companies
(“Issuers”) that conducted initial public offerings of their common stock in the late 1990s (“the IPO Cases”).
In the complaint filed against Radio One (as amended), the plaintiffs claimed that Radio One, certain of its officers and directors,
and the underwriters of certain of its public offerings violated Section 11 of the Securities Act. The plaintiffs’ claim
was based on allegations that Radio One’s registration statement and prospectus failed to disclose material facts regarding
the compensation to be received by the underwriters, and the stock allocation practices of the underwriters. The complaint also
contains a claim for violation of Section 10(b) of the Securities Exchange Act of 1934 based on allegations that these omissions
constituted a deceit on investors. The plaintiffs seek unspecified monetary damages and other relief.
In
July 2002, Radio One joined in a global motion, filed by the Issuers, to dismiss the IPO Cases. In October 2002, the court entered
an order dismissing the Company’s named officers and directors from the IPO Lawsuits without prejudice, pursuant to an agreement
tolling the statute of limitations with respect to Radio One’s officers and directors until September 30, 2003. In February
2003, the court issued a decision denying the motion to dismiss the Section 11 and Section 10(b) claims against Radio One and most
of the Issuers.
In
July 2003, a Special Litigation Committee of Radio One’s board of directors approved in principle a tentative settlement
with the plaintiffs. The proposed settlement would have provided for the dismissal with prejudice of all claims against the participating
Issuers and their officers and directors in the IPO Cases and the assignment to plaintiffs of certain potential claims that the
Issuers may have against their underwriters. In September 2003, in connection with the proposed settlement, Radio One’s named
officers and directors extended the tolling agreement so that it would not expire prior to any settlement being finalized. In June
2004, Radio One executed a final settlement agreement with the plaintiffs. In 2005, the court issued a decision certifying a class
action for settlement purposes and granting preliminary approval of the settlement. In 2007, the settlement was terminated pursuant
to stipulation of the parties.
In
February 2009, plaintiffs informed the court that a new settlement of all IPO Cases had been agreed to in principle, subject to
formal approval by the parties and preliminary and final approval by the court. In April 2009, the parties submitted a tentative
settlement agreement to the court and moved for preliminary approval thereof. In June 2009, the court granted preliminary approval
of the tentative settlement and ordered that notice of the settlement be published and mailed to class members. In October 2009,
the court certified the settlement class in each IPO Case and granted final approval to the settlement. Thereafter, a number of
shareholders filed appeals to the Second Circuit Court of Appeals, objecting to the settlement. On January 10, 2012, the last of
these shareholder appeals was dismissed with prejudice. Accordingly, the settlement is now final, all claims against us and
our officers and directors in the IPO Cases will be dismissed with prejudice, and our pro rata share of the settlement fund will
be fully funded by insurance.
Radio
One is involved from time to time in various routine legal and administrative proceedings and threatened legal and administrative
proceedings incidental to the ordinary course of our business. Radio One believes the resolution of such matters will not have
a material adverse effect on its business, financial condition or results of operations.
Item 1A.
Risk Factors
In
addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I,
“Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011 (the “2011 Annual
Report”), which could materially affect our business, financial condition or future results. The risks described in our 2011
Annual Report, as updated by our quarterly reports on Form 10-Q, are not the only risks facing our Company. Additional risks
and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially adversely affect our
business, financial condition and/or operating results.
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds
None.
Item 3.
Defaults
Upon Senior Securities
None.
Item 4.
Removed
and Reserved
Item 5.
Other
Information
None.
Item 6.
Exhibits
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.
|
101
|
|
Financial information from the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in XBRL.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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RADIO ONE, INC.
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/s/ PETER D. THOMPSON
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Peter D. Thompson
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Executive Vice President and
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Chief Financial Officer
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(Principal Accounting Officer)
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May 11, 2012
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