FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1998 Commission File Number 0-13020
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3980449
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
9540 WASHINGTON BLVD., CULVER CITY, CALIFORNIA 90232
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (310) 204-5000
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 X No
-------- --------
As of November 2, 1998, 28,272,635 shares of Common Stock, excluding
6,599,095 treasury shares, were outstanding and 351,733 shares of Class B Stock
were outstanding.
<PAGE>
WESTWOOD ONE, INC.
------------------
INDEX
-----
PART I. FINANCIAL INFORMATION: Page No.
--------
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II. OTHER INFORMATION 11
SIGNATURES 12
2
<PAGE>
WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
---- ----
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,769 $ 2,763
Accounts receivable, net of allowance for doubtful accounts
of $3,263 (1998) and $2,907 (1997) 75,987 67,765
Other current assets 8,202 7,405
-------- --------
Total Current Assets 85,958 77,933
PROPERTY AND EQUIPMENT, NET 27,129 15,516
INTANGIBLE ASSETS, NET 222,665 204,339
DEFERRED TAXES 23,262 28,722
OTHER ASSETS 7,838 9,340
-------- --------
TOTAL ASSETS $366,852 $335,850
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 26,044 $ 24,412
Accrued expenses and other liabilities 61,821 41,341
--------- ---------
Total Current Liabilities 87,865 65,753
LONG-TERM DEBT 180,000 115,000
CAPITAL LEASE OBLIGATIONS 6,638 -
DEFERRED TAXES 18,155 18,155
OTHER LIABILITIES 3,590 12,264
--------- ---------
TOTAL LIABILITIES 296,248 211,172
--------- ---------
COMMITMENTS AND CONTINGENCIES - -
SHAREHOLDERS' EQUITY
Preferred stock: authorized 10,000,000 shares, none outstanding - -
Common stock, $.01 par value: authorized, 117,000,000 shares;
issued, 34,871,730 (1998) and 34,639,730 (1997) 348 347
Class B stock, $.01 par value: authorized, 3,000,000 shares:
issued and outstanding, 351,733 (1998 and 1997) 4 4
Additional paid-in capital 203,677 201,759
Accumulated deficit (3,899) (11,903)
--------- ---------
200,130 190,207
Less treasury stock, at cost; 6,574,095 (1998) and 3,272,295 (1997) shares (129,526) (65,529)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 70,604 124,678
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $366,852 $335,850
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
GROSS REVENUES $77,179 $73,467 $211,248 $198,277
Less Agency Commissions 10,510 10,094 27,752 27,326
-------- -------- --------- ---------
NET REVENUES 66,669 63,373 183,496 170,951
-------- -------- --------- ---------
Operating Costs and Expenses Excluding
Depreciation and Amortization 50,285 48,211 144,608 132,462
Depreciation and Amortization 4,905 3,363 13,536 9,301
Corporate General and Administrative Expenses 1,233 1,021 3,528 3,692
Nonrecurring Items, net 551 - 551 -
-------- -------- --------- ---------
56,974 52,595 162,223 145,455
-------- -------- --------- ---------
OPERATING INCOME 9,695 10,778 21,273 25,496
Interest Expense 2,741 2,114 7,258 6,615
Other Income (72) (132) (338) (252)
-------- --------- ---------- ---------
INCOME BEFORE INCOME TAXES 7,026 8,796 14,353 19,133
INCOME TAXES 3,150 930 6,350 1,780
-------- -------- --------- ---------
NET INCOME $3,876 $7,866 $8,003 $17,353
====== ====== ====== =======
NET INCOME PER SHARE:
BASIC $ .14 $ .25 $ .26 $ .57
====== ====== ====== ======
DILUTED $ .12 $ .23 $ .24 $ .50
====== ====== ====== ======
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 28,637 30,924 30,596 30,404
====== ====== ====== ======
DILUTED 31,694 34,965 33,981 34,529
====== ====== ====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 8,003 $17,353
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 13,536 9,301
Deferred income taxes 5,460 -
Other 235 242
-------- --------
27,234 26,896
Changes in assets and liabilities:
Increase in accounts receivable (8,222) (18,606)
Increase in prepaid assets (797) (2,941)
Increase in accounts payable and accrued liabilities 7,966 4,569
-------- --------
Net Cash Provided By Operating Activities 26,181 9,918
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES:
Acquisition of companies and other (27,360) (9,383)
Capital expenditures (2,737) (924)
--------- ---------
Net Cash Used For Investing Activities (30,097) (10,307)
--------- ---------
CASH USED BEFORE FINANCING ACTIVITIES (3,916) (389)
--------- ---------
CASH FLOW FROM FINANCING ACTIVITIES:
Borrowings under debt arrangements 65,000 9,012
Debt repayments - (15,150)
Issuance of common stock 1,919 36,090
Repurchase of common stock (63,997) (30,309)
--------- ---------
NET CASH FROM (USED IN) FINANCING ACTIVITIES 2,922 (357)
--------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (994) (746)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,763 2,655
--------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,769 $1,909
========= ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
WESTWOOD ONE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(In thousands, except per share data)
NOTE 1 - Basis of Presentation:
- -------------------------------
The accompanying consolidated balance sheet as of September 30, 1998, the
consolidated statements of operations for the three and nine month periods ended
September 30, 1998 and 1997 and the consolidated statements of cash flows for
the nine months ended September 30, 1998 and 1997 are unaudited, but in the
opinion of management include all adjustments necessary for a fair presentation
of the financial position and the results of operations for the periods
presented.
These financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K, filed with the Securities and Exchange Commission.
NOTE 2 - Earnings Per Share:
- ----------------------------
Net income per share is computed in accordance with SFAS No. 128. Basic
earnings per share excludes all dilution and is calculated using the weighted
average number of shares outstanding in the period. Diluted earnings per share
reflects the potential dilution that would occur if all financial instruments
which may be exchanged for equity securities were exercised or converted to
Common Stock.
The Company has issued options and warrants which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The following numbers of shares related to options and warrants were added to
the basic weighted average shares outstanding to arrive at the diluted weighted
average shares outstanding for each period:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
Warrants 2,584 2,705 2,676 2,620
Options 473 1,336 709 1,505
NOTE 3 - Debt:
- --------------
At September 30, 1998 the Company had outstanding borrowings of $180,000
under its bank revolving credit facility and available borrowings of $15,000.
In September 1998 the Company amended its bank revolving credit facility to
increase the amount of the facility to $195,000 from $150,000.
6
<PAGE>
NOTE 4 - Acquisition:
- ---------------------
In May, 1998, the Company acquired the operating assets of the Shadow
Traffic operations in Baltimore, Boston, Dallas, Detroit, Houston, Miami,
Sacramento, San Diego, San Francisco and Washington, D.C. for approximately
$20,000 plus costs and the assumption of certain obligations. The acquisition
was accounted for as a purchase, and accordingly, the operating results are
included with those of the Company from May 1, 1998. The purchase price has been
allocated to the assets and liabilities acquired based on preliminary estimates
of their respective fair values. The intangible assets acquired as part of the
purchase are being amortized over 40 years.
NOTE 5 - Non-recurring Items:
- -----------------------------
Non-recurring items include amounts attributable to the consolidation of
the Company's news operations ($2,275) and one-time costs associated with
evaluating various strategic alternatives to enhance shareholder value partially
offset by a settlement with a satellite carrier whereby the Company received a
refund for past services, resulting in a gain of approximately $2,494. The costs
associated with the consolidation of the news operations were principally
comprised of severance costs and costs related to abandoned leases.
NOTE 6 - Subsequent Event:
- --------------------------
In October 1998, CBS Radio agreed in principle to extend its Management
Agreement with the Company for an additional five year period on terms
substantially comparable to the terms of the existing Management Agreement.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(In thousands, except per share amounts)
On May 7, 1998, the Company purchased the operating assets of the Shadow
Traffic operations in Baltimore, Boston, Dallas, Detroit, Houston, Miami,
Sacramento, San Diego, San Francisco and Washington, D.C. The results of
operations for these additional cities are included in the consolidated
financial statements of the Company from May 1, 1998. On March 31, 1997, the
Company entered into a Representation Agreement with CBS, Inc. to operate the
CBS Radio Networks. The Company retains all revenue and is responsible for all
expenses of the CBS Radio Networks from the effective date of the Representation
Agreement.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED
WITH THREE MONTHS ENDED SEPTEMBER 30, 1997
- -----------------------------------------------
Westwood One derives substantially all of its revenue from the sale of
advertising time to advertisers. Net revenue increased $3,296, or 5% to $66,669
in the third quarter of 1998 from $63,373 in the comparable prior year quarter.
The increase was primarily attributable to higher revenues from the Company's
Shadow Traffic operations, including those operations acquired in May 1998,
partially offset by lower network revenues due to the elimination of certain
programming, including Major League Baseball.
Operating costs and expenses excluding depreciation and amortization
increased $2,074, or 4%, to $50,285 in the third quarter of 1998 from $48,211 in
the third quarter of 1997. The increase is due principally to the acquisition of
the new Shadow Traffic Operations, partially offset by the elimination of costs
related to the termination of programming.
Depreciation and amortization increased 46% to $4,905 in the third quarter
of 1998 from $3,363 in the third quarter of 1997. The change is principally
attributable to depreciation and amortization related to fixed assets from
capitalized leases and the recently acquired Shadow Traffic operations.
Corporate general and administrative expenses increased 21% to $1,233 in
1998 from $1,021 in 1997. The increase is primarily attributable to higher
compensation expense.
In the third quarter of 1998, the Company incurred a net charge of $551 for
non-recurring items. The non-recurring items related to the consolidation of the
Company's news operations, one-time costs associated with evaluating various
strategic alternatives to enhance shareholder value and a settlement with a
satellite carrier whereby the Company recognized a gain for past services.
Operating income decreased $1,083, or 10%, to $9,695 in the third quarter
of 1998 from $10,778 in the third quarter of 1997. The decrease is due to the
non-recurring items and higher depreciation and amortization expense.
8
<PAGE>
Interest expense increased 30% to $2,741 in the third quarter of 1998 from
$2,114 in the third quarter of 1997. The increase was principally attributable
to higher debt levels as a result of the Company's purchase of the additional
Shadow Traffic operations and repurchases of the Company's Common Stock.
Income taxes increased 239% to $3,150 in 1998 from $930 in 1997. The
effective income tax rate in the first nine months of 1998 was 44% as compared
to 9% in the first nine months of 1997. The 1998 provision is substantially all
deferred taxes as the Company has tax net operating loss deductions
to reduce cash taxes payable.
Net income in the third quarter decreased 51% to $3,876, or $.14 per basic
share and $.12 per diluted share, in 1998 from $7,866, or $.25 per basic share
and $.23 per diluted share, in 1997. The basic and diluted weighted average
shares outstanding decreased 7% and 9%, respectively, in the third quarter of
1998 from the comparable 1997 quarter, due principally to the Company's stock
repurchase program. In the quarter, the Company repurchased approximately 2,669
shares of its Common Stock.
NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED
WITH NINE MONTHS ENDED SEPTEMBER 30, 1997
- ---------------------------------------------
Net revenue for the first nine months of 1998 increased 7% to $183,496 from
$170,951 in the first nine months of 1997. The increase is primarily
attributable to the inclusion of the CBS Radio Networks and the recently
acquired Shadow Traffic operations partially offset by the elimination of
revenues associated with the termination of certain programming, including Major
League Baseball.
Operating costs and expenses increased 9% to $144,608 in the first nine
months of 1998 from $132,462 in the comparable 1997 period. The increase was
primarily attributable to the inclusion of the CBS Radio Networks and the
purchase of the remaining Shadow Traffic operations partially offset by the
elimination of costs related to the termination of programming.
Depreciation and amortization increased 46% to $13,536 in the first nine
months of 1998 from $9,301 in the first nine months of 1997. The increase is
principally attributable to depreciation and amortization related to fixed
assets from capitalized leases, the recently acquired Shadow Traffic operations
and the Representation Agreement with CBS.
Income taxes increased $4,570, or 257%, to $6,350 in the first nine months
of 1998 from $1,780 in the comparable 1997 period. The effective income tax rate
in the first nine months of 1998 was 44% as compared to 9% in the first nine
months of 1997. The 1998 provision is substantially all deferred taxes as the
Company has significant tax net operating loss deductions to reduce cash taxes
payable.
Net income decreased 54% to $8,003 ($.26 per basic share and $.24 per
diluted share) in the first nine months of 1998 as compared to $17,353 ($.57 per
basic share and $.50 per diluted share) in the comparable 1997 period.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCE
- -------------------------------
At September 30, 1998, the Company's cash and cash equivalents were $1,769,
a decrease of $994 from December 31, 1997.
For the nine months ended September 30, 1998 net cash from operating
activities was $26,181 as compared to $9,918 for the nine months ended September
30, 1997, an increase of $16,263. Cash flow from operations was principally used
to fund the Company's stock buy-back program.
In September 1998, the Company amended its Bank revolving credit facility
to increase the amount of the facility to $195,000 from $150,000. At September
30, 1998, the Company had available borrowings of $15,000 on its revolving
credit facility. In addition, as part of the Representation Agreement with CBS,
CBS provided a $9,012 working capital loan to the Company which is payable on
March 31, 1999.
The Company has used its available cash and bank borrowings to repurchase
its Common Stock. In the first nine months of 1998, the Company repurchased
3,302 shares of Common Stock at a cost of $63,997. In addition, in October 1998
the Company repurchased an additional 25 shares of Common Stock at a cost of
$432.
YEAR 2000 COMPLIANCE
- --------------------
The Company has been working since 1997 to identify and evaluate the
changes necessary to its existing computerized business systems to make those
systems Year 2000 compliant. The Company has been replacing, upgrading or
modifying key financial and operating systems in the normal course of business.
The Company believes that the cost of completing the modifications necessary to
become Year 2000 compliant will not be material. While the Company is currently
testing its systems, and expects to be fully compliant by mid-1999, no
assurances can be given that the Company will be able to identify all aspects of
its business that are subject to Year 2000 problems. Furthermore, even if the
Company is fully Year 2000 compliant, there can be no assurance the Company will
not be adversely affected by the failure of others to become Year 2000
compliant. To mitigate this risk, the Company is contacting major third party
vendors to determine their progress on becoming Year 2000 compliant.
Accordingly, no assurances can be given that the Year 2000 problem will not have
a material adverse effect on the Company in the future. In conjunction with the
ongoing efforts to ensure Year 2000 compliance, the Company is establishing
alternative contingency plans.
10
<PAGE>
PART II OTHER INFORMATION
Items 1 through 5
- -----------------
These items are not applicable.
Item 6 - Exhibits and Reports on Form 8-K
- ------ --------------------------------
(a) Exhibits
--------
10.21 First Amendment dated September 11, 1998 to the Amended and
Restated Credit Agreement dated September 30, 1996, between
Registrant and The Chase Manhattan Bank and Co-Agents.
27. Financial Data Schedule
(b) Reports on Form 8-K
-------------------
There were no reports on Form 8-K filed for the three months ended
September 30, 1998.
11
<PAGE>
SIGNATURES
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.
WESTWOOD ONE, INC.
By: /s/ FARID SULEMAN
--------------------------------
FARID SULEMAN
Chief Financial Officer
Dated: November 11, 1998
12
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT, dated as of September 11, 1998 (this "Amendment"), to the
Amended and Restated Credit Agreement (as amended, supplemented or otherwise
modified from time to time), dated as of September 30, 1996, (the "Credit
Agreement"), among Westwood One, Inc., a Delaware corporation (the "Borrower"),
the several banks and other financial institutions from time to time parties
thereto (the "Lenders"), The First National Bank of Boston, Bank of Montreal and
Bank of America Illinois, as co-agents for the Lenders (in such capacity, the
"Co-Agents") and The Chase Manhattan Bank, as Administrative Agent for the
Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties hereto wish to amend certain provisions of the Credit
Agreement on the terms set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. Defined Terms. Terms defined in the Credit Agreement and used
herein shall, unless otherwise indicated, have the meanings given to them in the
Credit Agreement.
2. Amendments to the Credit Agreement.
(a) Subsection 1.1. Subsection 1.1 of the Credit Agreement is
hereby amended by deleting the definition of the term "Capital
Expenditures" and substituting therefor the following:
"`Capital Expenditures': shall mean, for any period,
expenditures (including the aggregate amount of Capital Lease
Obligations (excluding Capitalized Lease Obligations relating to the
acquisition of satellite time or capacity in an aggregate amount not
to exceed $10,000,000) incurred during such period) made by the
Borrower or any of its Restricted Subsidiaries to acquire or construct
fixed assets, plant and equipment (including renewals, improvements
and replacements, but excluding repairs) during such period computed
in accordance with GAAP."
(b) Subsection 2.21. Subsection 2.21 of the Credit Agreement is
hereby amended by deleting said subsection in its entirety and substituting
in lieu thereof the following:
"2.21. Commitment Increases. (a) In the event that at any
time prior to June 30, 1999 the Borrower wishes to increase the
aggregate Revolving Credit Commitments, the Borrower or the
Administrative Agent shall notify the Lenders of the amount of such
proposed increase (a "Commitment Increase").
(b) Any additional bank, financial institution or of other
entity which, with the consent of the Borrower and the Administrative
Agent (which consent, in the case of the Administrative Agent, shall
not be unreasonably withheld), elects to become a party to this
Agreement and obtain a Revolving Credit Commitment as part of a
Commitment Increase shall execute a New Lender Supplement with the
Borrower and the Administrative Agent, substantially in the form of
Exhibit H-1, whereupon such bank, financial institution or other
entity (herein called a "New Lender") shall become a Lender for all
purposes and to the same extent as if originally a party hereto and
shall be bound by and entitled to the benefits of this Agreement, and
Schedule I shall be deemed to be amended to add the name and Revolving
Credit Commitment of such New Lender.
(c) Any Lender which, as part of a Commitment Increase,
elects to increase its Revolving Credit Commitment, shall execute a
Commitment Increase Supplement with the Borrower and the
Administrative Agent, substantially in the form of Exhibit H-2,
whereupon such Lender shall be bound by and entitled to the benefits
of this Agreement with respect to the full amount of its Revolving
Credit Commitment as so increased, and Schedule I shall be deemed to
be amended to so increase the Revolving Credit Commitment of such
Lender.
EX-10.21 PAGE 1
<PAGE>
(d) If, on the date upon which a bank, financial institution
or other entity becomes a New Lender pursuant to subsection 2.21(b) or
upon which a Lender's Revolving Credit Commitment is increased
pursuant to subsection 2.21(c), there is an unpaid principal amount of
Revolving Credit Loans, the Borrower shall prepay all such then
outstanding Revolving Credit Loans and immediately thereafter reborrow
under the Revolving Credit Commitments then in effect an amount equal
to the amount of Revolving Credit Loans so prepaid or such other
amount as the Borrower deems appropriate.
(e) Notwithstanding anything to the contrary in this
subsection, (i) in no event shall any transaction effected pursuant to
this subsection cause the aggregate amount of the increases in the
Revolving Credit Commitments pursuant to this subsection to exceed
$50,000,000, (ii) each Commitment Increase shall be for an amount
equal to not less than $5,000,000 and (iii) no Lender shall have any
obligation to increase its Revolving Credit Commitment unless it
agrees to do so in its sole discretion."
(c) Subsection 6.8. Subsection 6.8 of the Credit Agreement is hereby
amended by deleting the amount "$50,000,000" that appears in paragraph (c)
thereof and substituting in lieu thereof the amount of "$100,000,000".
3. Conditions to Effectiveness. This Amendment shall become effective on
and as of the date (the "Effective Date") that the Administrative Agent shall
have received counterparts of this Amendment, duly executed by the Borrower, the
Majority Lenders and the Majority Revolving Credit Lenders.
4. Representations and Warranties. To induce the Administrative Agent,
the Majority Lenders and the Majority Revolving Credit Lenders to enter into
this Amendment, the Borrower hereby represents and warrants to the
Administrative Agent, the Majority Lenders and the Majority Revolving Credit
Lenders as of the Effective Date that the representations and warranties made by
the Borrower in the Loan Documents are true and correct in all material respects
on and as of the Effective Date, before and after giving effect to the
effectiveness of this Amendment, as if made on and as of the Effective Date
(except for representations and warranties which expressly relate to an earlier
date).
5. Payment of Expenses. The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and reasonable expenses
incurred in connection with the Amendment, any other documents prepared in
connection herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
6. Reference to and Effect on the Loan Documents; Limited Effect. On and
after the date hereof and the satisfaction of the conditions contained in
Section 3 of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any Lender or the Agent under any of the Loan
Documents, nor constitute a waiver of any provisions of any of the Loan
Documents. Except as expressly amended herein, all of the provisions and
covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.
7. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective as
for all purposes hereof.
8. Governing Law. This Amendment and the rights and obligations of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
[Remainder of Page Intentionally Left Blank]
EX-10.21 PAGE 2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
WESTWOOD ONE, INC.
By:
Title:
Address for Notices:
Westwood One, Inc.
40 W. 57th Street, 14th Floor
New York, New York 10019
Attention: Farid Suleman
Telecopier: (212) 314-9336
Telephone: (212) 314-9215
THE CHASE MANHATTAN BANK,
as Administrative Agent
and as a Lender
By:
Title:
Address for Notices:
The Chase Manhattan Bank
Agent Bank Services
One Chase Manhattan Plaza
New York, New York 10081
Attention: Gloria Javier
Telecopier: (212) 552-5700
Telephone: (212) 552-7440
with a copy to:
The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention: William Rottino
Telecopier: (212) 270-1204
Telephone: (212) 270-1724
BANK OF AMERICA ILLINOIS,
as a Co-Agent and as a Lender
By:
Title:
Address for Notices:
Bank of America New York
335 Madison Avenue, 5th Floor
New York, New York 10017
Attention: Neil Sharma
Telecopier: (212) 503-7173
Telephone: (212) 503-7253
BANKBOSTON, N.A.
as a Co-Agent and as a Lender
By:
Title:
Address for Notices:
The First National Bank of Boston
100 Federal Street
MS: 01-08-08
Boston, Massachusetts 02110
Attention: Dan Gilbert
Telecopier: (617) 434-3401
Telephone: (617) 434-2177
EX-10.21 PAGE 3
<PAGE>
BANK OF MONTREAL,
as a Co-Agent and as a Lender
By:
Title:
Address for Notices:
Bank of Montreal
430 Park Avenue
New York, New York 10022
Attention: Ola Anderssen
Telecopier: (212) 605-1648
Telephone: (212) 605-1453
KEY CORPORATE CAPITAL INC.
By:
Title:
Address for Notices:
Key Corporate Capital Inc.
66 South Pearl Street, 6th Floor
Mail Code: NY31660631
Albany, NY 12207
Attention: Timothy Willard
Telecopier: (518) 488-5199
Telephone: (518) 487-4044
THE BANK OF NEW YORK
By:
Title:
Address for Notices:
The Bank of New York
One Wall Street, 16th Floor
New York, New York 10286
Attention: Vince Pacilio
Telecopier: (212) 635-8595
Telephone: (212) 635-8692
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
By:
Title:
Address for Notices:
The Long-Term Credit Bank of Japan, Ltd.,
Los Angeles Agency
350 South Grand Avenue, Suite 3000
Los Angeles, California 90071
Attention: Hiro Negi
Telecopier: (213) 689-6294
Telephone: (213) 689-6344
EX-10.21 PAGE 4
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,769
<SECURITIES> 0
<RECEIVABLES> 75,987<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 85,958
<PP&E> 27,129<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 366,852
<CURRENT-LIABILITIES> 87,865
<BONDS> 180,000
0
0
<COMMON> 352<F3>
<OTHER-SE> 70,252
<TOTAL-LIABILITY-AND-EQUITY> 366,852
<SALES> 0
<TOTAL-REVENUES> 183,496<F4>
<CGS> 0
<TOTAL-COSTS> 144,608<F5>
<OTHER-EXPENSES> 17,615<F6>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,258
<INCOME-PRETAX> 14,353
<INCOME-TAX> 6,350
<INCOME-CONTINUING> 8,003
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,003
<EPS-PRIMARY> .26
<EPS-DILUTED> .24
<FN>
<F1> REFLECTED NET OF THE ALLOWANCE FOR DOUBTFUL ACCOUNTS.
<F2> REFLECTED NET OF ACCUMULATED DEPRECIATION AND AMORTIZATION.
<F3> COMPRISED OF COMMON STOCK AND CLASS B STOCK.
<F4> COMPRISED OF NET REVENUES.
<F5> COMPRISED OF OPERATING COSTS AND EXPENSES EXCLUDING
DEPRECIATION AND AMORTIZATION.
<F6> COMPRISED OF: (A) DEPRECIATION AND AMORTIZATION, (B)
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES, AND
(C) NON-RECURRING ITEMS, NET.
</FN>
</TABLE>
