Westwood One, Inc. Reports Results for the First Quarter 2009

Westwood One, Inc. Reports Results for the First Quarter 2009

Revenue - $85.9 Million, Adjusted EBITDA - $(6.9) Million, Net Loss - $(15.2) Million

Debt Refinancing and Equity Recapitalization Completed

NEW YORK, May 11 /PRNewswire-FirstCall/ -- Westwood One, Inc. (OTC Bulletin Board: WWON), the leading provider of network radio content, including news, sports, entertainment, traffic, weather, video news services and other information, to the radio, television and on-line sectors, today reported operating results for the first quarter ended March 31, 2009.

"Westwood One achieved several major goals in the first part of 2009 that have positioned it well to drive its strategic initiatives for the rest of the year," said Rod Sherwood, President and CFO of Westwood One. "Most importantly, the Company's financial structure has been solidified by the successful completion of the debt refinancing and equity recapitalization, which was the linchpin of the Company's turnaround strategy."

In the first quarter of 2009, the Company launched an aggressive new company-wide cost reduction program, including salary reductions, and continued to realize efficiencies from the Metro Traffic re-engineering program which commenced in the third quarter of 2008. "These cost reductions were designed to align the Company's operating costs with its revenue trajectory," said Sherwood. As the Company announced on March 24, 2009, the re-engineering and other cost saving initiatives are collectively anticipated to result in total annual savings of approximately $55 to $63 million, with $2 million of these savings to be realized in 2010 and approximately $53 to $61 million to be achieved in 2009. These savings will be offset to a limited degree by investments in the Company's sales force, TrafficLand and digital capabilities, and the full-year impact of costs under the new CBS Agreement.

In Network Radio, the Company signed a deal in April to continue as the exclusive network radio partner of the NFL. This partnership gives Westwood One exclusive inventory for advertisers seeking an engaged, high-quality demographic audience. The NFL programming, as well as the Company's exclusive network radio rights to the Masters Tournament and the NCAA Final Four, demonstrates that Westwood One continues to be the first choice for premium branded content in network radio.

In Metro Traffic, the Company is continuing to differentiate its Traffic product with cutting edge technology. Metro Traffic and its technology partner, TrafficLand, rolled out a national traffic video network that lets the Company's skilled traffic reporters follow local traffic on many routes simultaneously in their respective markets. TrafficLand's Video Distribution System (VDS) is a key part of Metro Traffic's strategy of moving from an incident-based to a solution-based traffic resource. The Company is also testing a unique "Flyover" product with TrafficLand that would take local traffic reporting of multiple routes to the next level. Westwood One Metro Traffic is expanding into the digital and wireless categories as a provider of traffic information on mobile and Personal Navigation Devices (PND). Metro Traffic has partnered with TrafficCast, a provider of digital traffic data, to supply Metro Traffic's road condition and incident data reports to TomTom, a leading navigation solutions provider. TomTom's product, GO 740 LIVE, wirelessly receives real-time traffic speed and incident reports every minute to suggest alternate routes based on its knowledge of traffic conditions. Metro Traffic's strategy of continually improving its product with leading-edge technology solutions will maintain its undisputed leadership position in the traffic reporting business.

"Like other media companies, Westwood One's revenue continues to be impacted by the economic downturn as advertisers continue to exercise caution with their budgets," said Sherwood. "We have restructured the Company's capital structure and initiated cost reduction programs so that we can emerge from these difficult times as a stronger, more nimble company."

Revenue for the first quarter of 2009 decreased $20.7 million or 19.4%, to $85.9 million compared with $106.6 million in 2008. The decrease in revenue is primarily attributable to the current economic downturn and the general decline in advertising spending, which started to contract mid-year 2008. The decline accelerated during the fourth quarter of 2008 and has continued in 2009.

Revenue for Westwood One's Metro Traffic decreased 26.9%, which was principally due to the weak local advertising marketplace spanning various categories including automotive, retail and telecommunications.

Network Radio revenue declined 13.5%, which was principally due to the general decline in advertising spending which affected Network revenue from sports and news events, particularly in automotive advertising, as well as the cancellation of certain unprofitable programs.

Adjusted EBITDA for the first quarter of 2009, defined as operating income plus depreciation and amortization, special charges, and non-cash stock-based compensation, was a loss of $(6.9) million compared with $11.0 million in 2008, a decrease of $17.9 million. The decline in Adjusted EBITDA was primarily due to the decrease in revenue, partially offset by a reduction in operating costs attributable to the Metro Traffic re-engineering, the cost reduction program, and lower commission and bad debt expense.

In the first quarter of 2009, free cash flow, defined as net income plus depreciation and amortization, special charges, stock-based compensation, and amortization of deferred financing costs less capital expenditures, decreased approximately $8.8 million to $(3.4) million, or $(0.03) per diluted share, compared with $5.4 million, or $0.06 per diluted share, in 2008's first quarter. The change in free cash flow primarily reflects the increased net loss, and the decrease in depreciation and amortization, partially offset by lower capital expenditures.

Capital expenditures were approximately $1.2 million in the current quarter compared with $3.7 million in the first quarter of 2008. The decrease in capital expenditures reflects the timing of planned investments in systems and infrastructure.

Special charges in the first quarter of 2009 were $5.8 million compared with $8.0 million in the comparable quarter of 2008. Special charges in the current quarter were primarily related to the Company's debt restructuring and recapitalization. Special charges in the first quarter of 2008 consisted of $5.0 million of contract termination costs and $3.0 million of associated legal and professional fees.

Operating loss in the first quarter of 2009 was $(19.6) million compared to $(3.0) million for the same period in 2008. The loss is primarily attributable to the revenue decline primarily resulting from the current economic downturn and related weakness in the advertising market. The decline in revenue is partially offset by the realignment of the Company's cost base as part of the re-engineering and cost savings initiatives.

Interest expense decreased $2.1 million, or 38.9%, to $3.3 million in the first quarter of 2009 from $5.4 million in the first quarter of 2008, due to a reduction in the amount of outstanding debt.

Income tax benefit increased $4.4 million to a benefit of $7.4 million in the first quarter of 2009 from a benefit of $3.0 million in the first quarter of 2008.

Net loss for the first quarter was $(15.2) million, or $(0.17) per diluted common share, compared with a net loss in last year's first quarter of $(5.3) million, or $(0.06) per diluted common share.

2009 Outlook

Looking forward, the Company expects operating expenses in the second quarter to decline, as compared to the first quarter of 2009, as a result of the seasonality in broadcast rights fees as well as the new cost reduction program launched in the first quarter, and the ongoing reductions from the Metro Traffic re-engineering program. The Company expects operating expenses to be down by approximately $13.0 to $15.0 million in the second quarter of 2009 versus the first quarter of 2009.

Westwood One will continue to drive its turnaround efforts in 2009 by focusing on three key strategies:

-- First, by generating revenue from branded programming in network
radio, and an enhanced technology-based product in traffic, and
leveraging these and other revenue initiatives with a strengthened
sales organization.
-- Second, by maintaining a single-minded focus on reducing operating
expenses.
-- Third, by taking advantage of growth opportunities in the marketplace.

About Westwood One

Westwood One, Inc. (OTCBB:WWON) is the largest independent provider of network radio programming and the largest provider of traffic information in the U.S. Westwood One serves more than 5,000 radio and television stations in the U.S. The Company provides over 150 news, sports, music, talk and entertainment programs, features and live events to numerous media partners. Through its Metro Traffic division, Westwood One provides traffic reporting and local news, sports and weather to over 2,200 radio and television stations. The Company also provides digital and other cross platform delivery of its Network Radio and Metro Traffic content.

Certain statements in this release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases "guidance," "expect," "anticipate," "estimates" and "forecast" and similar words or expressions are intended to identify such forward-looking statements. In addition any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this release include, but are not limited to: changes in economic conditions in the U.S. and in other countries in which Westwood One, Inc. currently does business (both generally and relative to the broadcasting industry); advertiser spending patterns, including the notion that orders are being placed in close proximity to air, limiting visibility of demand; changes in the level of competition for advertising dollars; technological changes and innovations; fluctuations in programming costs; shifts in population and other demographics; changes in labor conditions; and changes in governmental regulations and policies and actions of federal and state regulatory bodies. Other key risks are described in the Company's reports filed with the Securities and Exchange Commission ("SEC"), including the Company's annual report on Form 10-K/A for the year ending December 31, 2008. Except as otherwise stated in this news announcement, Westwood One, Inc. does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

WESTWOOD ONE, INC.
SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION

Adjusted EBITDA

The following tables set forth the Company's Adjusted EBITDA for the three month periods ended March 31, 2009 and 2008. The Company defines "Adjusted EBITDA" as operating income (loss) from its Statement of Operations adjusted to exclude the following items: depreciation and amortization, stock-based stock compensation, special charges, restructuring charges and goodwill impairment (when applicable). Adjusted EBITDA is not a performance measure calculated in accordance with Generally Accepted Accounting Principles ("GAAP").

Adjusted EBITDA is used by the Company to, among other things, evaluate its operating performance, forecast and plan for future periods, value prospective acquisitions, and as one of several components of incentive compensation targets for certain management personnel. This measure is an important indicator of the Company's operational strength and performance of its business because it provides a link between profitability and operating cash flow. The Company believes the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company's management, helps improve their ability to understand the Company's operating performance and makes it easier to compare the Company's results with other companies that have different financing and capital structures or tax rates. In addition, this measure is also among the primary measures used externally by the Company's investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry. Adjusted EBITDA is also used to determine the Company's compliance with its debt covenants.

Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance. Adjusted EBITDA as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent funds available for discretionary use, and is not necessarily a measure of the Company's ability to fund its cash needs. As Adjusted EBITDA excludes certain financial information compared with operating income, the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions which are excluded. As required by the SEC, the Company provides below a reconciliation of Adjusted EBITDA to operating income, the most directly comparable amount reported under GAAP.

(In millions)
Three Months Ended
March 31,
2009 2008
Adjusted EBITDA $(6.9) $11.1
Less:
Depreciation and amortization (2.1) (4.0)
Stock-based compensation (1.4) (2.1)
Special charges and restructuring charges (9.2) (8.0)
----- -----

Operating Income (Loss) $(19.6) $(3.0)

Free Cash Flow

Free cash flow is defined by the Company as net income (loss) plus depreciation and amortization, stock-based compensation, special charges and goodwill impairment (when applicable) less capital expenditures. The Company uses free cash flow, among other measures, to evaluate its operating performance. Management believes free cash flow provides investors with an important perspective on the Company's cash available to service debt and the Company's ability to make strategic acquisitions and investments, maintain its capital assets, repurchase its common stock and fund ongoing operations. As a result, free cash flow is a significant measure of the Company's ability to generate long term value. The Company believes the presentation of free cash flow is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. In addition, free cash flow is also a primary measure used externally by the Company's investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry. Free cash flow per fully diluted weighted average common shares outstanding is defined by the Company as free cash flow divided by the fully diluted weighted average common shares outstanding.

As free cash flow is not a measure of performance calculated in accordance with GAAP, free cash flow should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or net cash provided by operating activities as a measure of liquidity. Free cash flow, as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, free cash flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of the Company's ability to fund its cash needs. In arriving at free cash flow, the Company adjusts net cash provided by operating activities to remove the impact of cash flow timing differences to arrive at a measure which the Company believes more accurately reflects funds available for discretionary use. Specifically, the Company adjusts net cash provided by operating activities (the most directly comparable GAAP financial measure) for capital expenditures, special charges, and deferred taxes, in addition to removing the impact of sources and or uses of cash resulting from changes in operating assets and liabilities. Accordingly, users of this financial information should consider the types of events and transactions which are not reflected. The Company provides below a reconciliation of free cash flow to the most directly comparable amount reported under GAAP, net cash provided by operating activities.

The following table presents a reconciliation of the Company's net cash provided by operating activities to free cash flow:

(In millions except per share amounts)
Three Months Ended
March 31,
2009 2008

Net (Loss) $(15.2) $(5.3)
Plus (Minus)
Depreciation and Amortization 2.1 4.0
Special charges and restructuring charges 9.2 8.0
Stock Compensation 1.4 2.1
Amortization of Deferred Financing Cost .3 .3
(Less) Capital expenditures (1.2) (3.7)
Free Cash Flow $(3.4) $5.4

Diluted weighted-average shares outstanding 98.1 89.4

Free Cash Flow per Share $(0.03) $0.06

WESTWOOD ONE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except share and per share amounts)
(unaudited)

Three Months Ended
March 31,
2009 2008

NET REVENUE $85,867 $106,627
-----------

Operating Costs (includes related
party expenses of $20,020 and
$17,827, respectively) 91,393 94,229

Depreciation and Amortization
(includes related party warrant
amortization in 2008 of $1,618) 2,063 3,976

Corporate General and Administrative
Expenses (includes related party
expenses in 2008 of $656) 2,766 3,466

Restructuring Charges 3,440 -

Special Charges (includes related
party expenses of $1,713 in 2009
and $5,000 in 2008) 5,809 7,956

105,471 109,627

OPERATING (LOSS) INCOME (19,604) (3,000)
-----------------------

Interest Expense 3,263 5,399
Other Income (300) (41)

INCOME (LOSS) BEFORE INCOME TAX (22,567) (8,358)
INCOME TAX (BENEFIT) EXPENSE (7,381) (3,020)

NET (LOSS) INCOME $(15,186) $(5,338)

NET (LOSS) INCOME attributable
to Common Stockholders $(16,650) $(5,338)

(LOSS) EARNINGS PER SHARE
COMMON STOCK
BASIC $(0.17) $(0.06)
DILUTED $(0.17) $(0.06)

CLASS B STOCK
BASIC $- $-
DILUTED $- $-

WEIGHTED AVERAGE SHARES OUTSTANDING:
COMMON STOCK
BASIC 98,074 89,423
DILUTED 98,074 89,423

CLASS B STOCK
BASIC 292 292
DILUTED 292 292

WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)

March 31, December 31,
2009 2008
(unaudited)
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $7,199 $6,437
Accounts receivable, net of allowance
for doubtful accounts of $3,952 (2009)
and $3,632 (2008) 81,080 94,273
Prepaid and other assets 14,629 18,758
Total Current Assets 102,908 119,468

Property and equipment, net 29,546 30,417
Goodwill 33,988 33,988
Intangible assets, net 2,477 2,660
Deferred tax asset 19,712 14,220
Other assets 2,765 4,335
TOTAL ASSETS $191,396 $205,088

LIABILITIES, REDEEMABLE PREFERRED STOCK AND
SHAREHOLDERS' EQUITY (DEFICIT)
------------------------------
CURRENT LIABILITIES:
Accounts payable $20,770 $27,807
Amounts payable to related parties 24,225 22,680
Deferred revenue 2,587 2,397
Income taxes payable -
Accrued expenses and other liabilities 29,797 25,565
Current maturity of long-term debt - 249,053
Total Current Liabilities 77,379 327,502

Long-term debt 251,446 -
Other liabilities 7,049 6,993
TOTAL LIABILITIES 335,874 334,495

Commitments and Contingencies
Redeemable Preferred Stock: $.01 par value,
authorized: 10,000 shares; issued and
outstanding: 75 shares of 7.5% Series A
Convertible Preferred Stock; liquidation
preference $1,000 per share, plus
accumulated dividends 79,545 73,738

SHAREHOLDERS' (DEFICIT) EQUITY
------------------------------
Common stock, $.01 par value:
authorized: 300,000 shares;
issued and outstanding: 101,259 (2009) and
101,253 (2008) 1,013 1,013
Class B stock, $.01 par value:
authorized: 3,000 shares; issued and
outstanding: 292 (2009 and 2008) 3 3
Additional paid-in capital 287,293 293,120
Net unrealized gain 402 267
Accumulated deficit (512,734) (497,548)

TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (224,023) (203,145)

TOTAL LIABILITIES, REDEEMABLE
PREFERRED STOCK AND SHAREHOLDERS'
EQUITY (DEFICIT) $191,396 $205,088

WESTWOOD ONE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands, except share and per share amounts)
(unaudited)

Three Months Ended
March 31,
2009 2008
CASH FLOW FROM OPERATING ACTIVITIES:
------------------------------------
Net (loss) $(15,186) $(5,338)
Adjustments to reconcile net (loss) to
net cash provided by operating activities:
Depreciation and amortization 2,063 3,977
Deferred taxes (6,698) 522
Non-cash stock compensation 1,352 2,123
Amortization of deferred financing costs 308 352
Net change in assets and liabilities: 20,295 (12,392)
Net Cash Provided (Used) By Operating
Activities 2,134 (10,756)

CASH FLOW FROM INVESTING ACTIVITIES:
------------------------------------
Capital expenditures (1,169) (3,664)
Net Cash (Used) In Investing Activities (1,169) (3,664)

CASH FLOW FROM FINANCING ACTIVITIES:
------------------------------------
Issuance of common stock - 22,750
Debt repayments and payments of capital
lease obligations (203) (7,049)
Deferred financing costs - (1,537)
Net Cash (Used) Provided in Financing
Activities (203) 14,164

NET INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS 762 (256)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,437 6,187

CASH AND CASH EQUIVALENTS AT END OF PERIOD $7,199 $5,931

Source: Westwood One, Inc.

CONTACT: INVESTORS, Rod Sherwood, +1-212-373-5311, or PRESS, Peter
Sessa, +1-212-641-2053, both of Westwood One, Inc.

Web Site: http://www.westwoodone.com/

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