-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F/a1t7LEYg0B0jMlKJ+ZA7sdhCw5ZTW5OpR0QABeXr+WRHVtEuzDcv7yA/JxswZq AlDDZ1K+MkQT9nb3r1wUcQ== 0001299933-05-000311.txt : 20050125 0001299933-05-000311.hdr.sgml : 20050125 20050125084215 ACCESSION NUMBER: 0001299933-05-000311 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050125 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARBITRON INC CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 05545868 BUSINESS ADDRESS: STREET 1: 142 WEST 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10019-3300 BUSINESS PHONE: 2128871300 MAIL ADDRESS: STREET 1: 142 WEST 57TH STREET CITY: NEW YORK STATE: N1 ZIP: 10019-3300 FORMER COMPANY: FORMER CONFORMED NAME: CERIDIAN CORP DATE OF NAME CHANGE: 19920901 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 8-K 1 htm_2748.htm LIVE FILING Arbitron Inc. (Form: 8-K)  

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   January 25, 2005

Arbitron Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-1969 52-0278528
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
142 West 57th Street, New York, New York   10019-3300
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   212-887-1300

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02. Results of Operations and Financial Condition.

On January 25, 2005, we issued a press release reporting 2004 fourth quarter and year end financial results. A copy of the press release is attached hereto as Exhibit 99.1.





Item 9.01. Financial Statements and Exhibits.

99.1 Press Release of Arbitron Inc. dated January 25, 2005.





This Form 8-K and the attached Exhibit are furnished to comply with Item 2.02 and Item 9.01 of Form 8-K. Neither this Form 8-K nor the attached Exhibit are to be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall this Form 8-K nor the attached Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 (except as shall be expressly set forth by specific reference in such filing).


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 hereunto duly authorized.

         
    Arbitron Inc.
          
January 25, 2005   By:   Dolores L. Cody
       
        Name: Dolores L. Cody
        Title: Executive Vice President, Legal & Business Affairs, Chief Legal Officer & Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release of Arbitron Inc. dated January 25, 2005
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Press Release

Company Contact: Bill Walsh, CFO
Arbitron Inc.
Phone: 212-887-1408
bill.walsh@arbitron.com

Investor Relations Contact: Todd Fromer
KCSA Worldwide
212-896-1215
todd@kcsa.com

Media contact: Thom Mocarsky
Arbitron Inc.
212-887-1314
thom.mocarsky@arbitron.com

FOR IMMEDIATE RELEASE

ARBITRON INC. REPORTS 2004 FOURTH QUARTER AND YEAR END FINANCIAL RESULTS
Revenue, EBIT, Net Income, and Earnings per Share guidance provided for 2005

NEW YORK, January 25, 2005 – Arbitron Inc. (NYSE: ARB) today announced results for the quarter and year ended December 31, 2004.

For the fourth quarter 2004, the Company reported revenue of $72.9 million, an increase of 11.4% over revenue of $65.4 million during the fourth quarter of 2003. Costs and expenses for the fourth quarter increased by 13.9%, from $54.5 million in 2003 to $62.1 million in 2004. Earnings before interest and income tax expense (EBIT) for the quarter were $16.9 million, compared with EBIT of $16.1 million during the comparable period last year. Interest expense for the quarter declined 35.1%, from $2.6 million in 2003 to $1.7 million in 2004, due to reductions in the Company’s long-term debt.

Net income for the quarter was $9.6 million, compared with $8.7 million for the fourth quarter of 2003. Net income per share for the fourth quarter 2004 increased to $0.31 (diluted), compared with $0.28 (diluted) during the comparable period last year.

For the year ended December 31, 2004, revenue was $296.6 million, an increase of 8.4% over revenue of $273.6 million for 2003. EBIT for 2004 increased 6.2% to $98.4 million compared with $92.7 million in 2003. Net income for 2004 increased 21.4% to $60.6 million compared with $49.9 million in 2003. Net income per share (diluted) in 2004 was $1.92 per share (diluted), compared with $1.63 per share (diluted) last year.

The effective tax rate of 33.9 percent was lower in 2004 than the effective tax rate of 38.5 percent in 2003 because certain reserves for tax contingencies were reversed in third quarter of 2004 due to guidance in an IRS notice. Also in the third quarter of 2004, the valuation allowance on the deferred tax assets related to state net operating loss carryforwards was reduced due to higher actual and projected taxable income in the applicable states. The net benefit of these changes was $4.2 million or $0.13 per diluted share in 2004.

During 2004, Arbitron reduced its long-term debt by $55 million from $105 million as of December 31, 2003 to $50 million as of December 31, 2004.

Management comment on 2004 results

Stephen Morris, president and chief executive officer of Arbitron, made the following comments on 2004 results:

“2004 was yet another challenging year for Arbitron and for the industries we serve. Nevertheless, we were able to increase our revenue and our earnings.

“We signed long term contracts with a number of companies, including our two largest customers. This will allow us to focus our energies on helping our customers take advantage of the opportunities that we believe the advertising environment will present in 2005.”

“In 2004, we completed the first two waves of recruitment in our demonstration of the Portable People Meter (PPM) in Houston. As of the first of the new year, we have outfitted more than 1,000 persons in Houston with the most advanced media ratings technology available today. We are recruiting a high-quality, representative panel of consumers for this demonstration of a PPM ratings service. To date, our recruiting success has also been consistent across key ethnic and racial groups. We are confident that the completed PPM panel will reflect the diversity of the Houston marketplace when we begin reporting demonstration data in the second half of 2005.”

“Along with VNU, we have also been aggressively canvassing the advertiser marketplace on behalf of ‘Project Apollo,’ our joint exploration of a new, national marketing research service that would use the PPM to collect media exposure and AC Nielsen Homescan technology to track purchase information from a common sample of consumers. We are also putting the finishing touches on a five-month pilot test of the methodology that underlies the ‘Project Apollo’ concept. To date, the pilot is yielding promising results in terms of the success criteria we laid out for the program,” said Mr. Morris.

“Given the current state of the radio advertising economy and the continued stability of our core ratings business, we believe that Arbitron is in a good position to deliver continued growth in revenue and profitability in 2005. At the same time, we are able to continue our investments in current services and in new services that have long-term growth potential for our company and for our customers,” Mr. Morris concluded.

Company Outlook for 2005

Arbitron is also providing guidance on its earnings outlook for the full year and first quarter 2005.

Arbitron expects year-end 2005 revenue to increase between 5 percent and 7 percent over year-end 2004 revenues. Earnings Before Interest & Taxes (EBIT) for 2005 is expected to increase between 1.5 percent and 3.5 percent. Net Income is expected to be unchanged to 2 percent higher in 2005. Earnings Per Share (diluted) for the year ending December 31, 2005 is expected to be between $1.93 and $1.97 based on the Company’s estimate of the average number of diluted shares outstanding in 2005.

Commenting on the 2005 outlook, William Walsh, chief financial officer, said: “There are two factors that should be considered when evaluating our 2005 earnings per share outlook in light of our 2004 performance. The year end 2005 outlook takes into account the requirement to expense stock options which is scheduled to take effect in July. We estimate that requirement will reduce our 2005 earnings per share by $0.08 per diluted share. Arbitron’s 2004 results were improved by $0.13 per share (diluted) due to a reversal of reserves for tax contingencies and a change in the valuation allowance on the deferred tax assets related to state net operating loss carryforwards that took place in the third quarter 2004.”

For the first quarter 2005, Arbitron expects revenue to increase between 2.5 percent and 4 percent compared to the first quarter of last year. Earnings Per Share (diluted) for the first quarter 2005 is expected to be between $0.59 and $0.61 versus $0.57 in the first quarter 2004.

Earnings conference call: schedule and access

Arbitron will host a conference call at 10:00 a.m. ET on January 25th to discuss its fourth quarter results and other relevant matters. To listen to the call, dial the following telephone number: 877-780-2271. The call will also be available live on the Internet at the following sites: www.arbitron.com, www.ccbn.com and www.streetevents.com

About Arbitron

Arbitron Inc. (NYSE: ARB) is an international media and marketing research firm serving radio broadcasters, cable companies, advertisers, advertising agencies, online radio and outdoor advertising companies in the United States, Mexico and Europe. Arbitron’s core businesses are measuring network and local market radio audiences across the United States; surveying the retail, media and product patterns of local market consumers; and providing application software used for analyzing media audience and marketing information data. The Company has also developed the Portable People Meter (PPM), a new technology for media and marketing research.

Arbitron’s marketing and business units are supported by its research and technology organization, located in Columbia, Maryland. Arbitron has approximately 1,700 employees; its executive offices are located in New York City.

Through its Scarborough Research joint venture with VNU, Inc., Arbitron also provides media and marketing research services to the broadcast television, magazine, newspaper and online industries.

###

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron in this document that are not historical in nature, particularly those that utilize terminology such as “may,” “will,” “should,” “likely,” “expects,” “anticipates,” “estimates,” “believes” or “plans,” or comparable terminology, are forward-looking statements based on current expectations about future events, which Arbitron has derived from information currently available to it. These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied in such forward-looking statements. These risks and uncertainties include whether we will be able to

    renew all or part of contracts with large customers as they expire;

    successfully execute our business strategies, including implementation of our Portable People Meter services;

    effectively manage the impact of consolidation in the radio and advertising agency industries;

    keep up with rapidly changing technological needs of our customer base, including creating new proprietary software systems and new customer products and services that meet these needs in a timely manner;

    successfully manage the impact on our business of any economic downturn generally and in the advertising market in particular; and

    successfully manage the impact on costs of data collection due to privacy concerns and/or government regulations.

Additional important factors known to Arbitron that could cause forward-looking statements to turn out to be incorrect are identified and discussed from time to time in Arbitron’s filings with the Securities and Exchange Commission, including in particular the risk factors discussed under the caption “ITEM 1. BUSINESS — Business Risks” in our Annual Report on Form 10-K.

The forward-looking statements contained in this document speak only as of the date of this release, and Arbitron undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

(Tables to Follow)

Arbitron Inc.
Consolidated Statements of Income
Three Months Ended December 31, 2004 and 2003
(In thousands, except per share data)
(Unaudited)

                                 
    Three Months Ended        
    December 31,   $   %
    2004   2003   Change   Change
Revenue
  $ 72,919     $ 65,429     $ 7,490       11.4 %
Costs and expenses
                               
Cost of revenue
    35,162       31,176       3,986       12.8 %
Selling, general and administrative
    17,136       16,502       634       3.8 %
Research and development
    9,826       6,853       2,973       43.4 %
Total costs and expenses
    62,124       54,531       7,593       13.9 %
Operating income
    10,795       10,898       (103 )     (0.9 %)
Equity in net income of affiliate
    6,141       5,170       971       18.8 %
Earnings before interest and income tax expense
    16,936       16,068       868       5.4 %
Interest income
    392       194       198       102.1 %
Interest expense
    1,689       2,602       (913 )     (35.1 %)
Earnings before income tax expense
    15,639       13,660       1,979       14.5 %
Income tax expense
    6,021       4,922       1,099       22.3 %
Net income
  $ 9,618     $ 8,738     $ 880       10.1 %
Net income per weighted average common share
                               
Basic
  $ 0.31     $ 0.29     $ 0.02       6.9 %
Diluted
  $ 0.31     $ 0.28     $ 0.03       10.7 %
Weighted average shares used in calculations
                               
Basic
    30,943       30,458       485       1.6 %
Diluted
    31,320       31,146       174       0.6 %
Other data
                               
EBITDA
  $ 18,446     $ 17,327     $ 1,119       6.5 %

1

Arbitron Inc.
Consolidated Statements of Income
Years Ended December 31, 2004 and 2003
(In thousands, except per share data)
(Unaudited)

                                 
    Years Ended        
    December 31,   $   %
    2004   2003   Change   Change
Revenue
  $ 296,553     $ 273,550     $ 23,003       8.4 %
Costs and expenses
                               
Cost of revenue
    109,951       103,109       6,842       6.6 %
Selling, general and administrative
    62,421       58,662       3,759       6.4 %
Research and development
    33,297       25,842       7,455       28.8 %
Total costs and expenses
    205,669       187,613       18,056       9.6 %
Operating income
    90,884       85,937       4,947       5.8 %
Equity in net income of affiliate
    7,552       6,754       798       11.8 %
Earnings before interest and income tax expense
    98,436       92,691       5,745       6.2 %
Interest income
    1,099       741       358       48.3 %
Interest expense
    7,909       12,338       (4,429 )     (35.9 %)
Earnings before income tax expense
    91,626       81,094       10,532       13.0 %
Income tax expense (1)
    31,061       31,221       (160 )     (0.5 %)
Net income
  $ 60,565     $ 49,873     $ 10,692       21.4 %
Net income per weighted average common share
                               
Basic
  $ 1.96     $ 1.66     $ 0.30       18.1 %
Diluted
  $ 1.92     $ 1.63     $ 0.29       17.8 %
Weighted average shares used in calculations
                               
Basic
    30,972       30,010       962       3.2 %
Diluted
    31,471       30,616       855       2.8 %
Other data
                               
EBITDA
  $ 104,158     $ 97,528     $ 6,630       6.8 %

(1) The effective tax rate was lower in 2004 than 2003 because of certain reserves for tax contingencies were reversed in third quarter of 2004 due to guidance in a recent IRS notice. Also in the third quarter of 2004, the valuation allowance on the deferred tax assets related to state net operating loss carryforwards was reduced due to higher actual and projected taxable income in the applicable states. The net benefit of these changes was $4.2 million. The effective tax rate for 2004, exclusive of the these discrete events, has been reduced from 39.0% to 38.5% to reflect a reduction in the expected state tax rate.

2

Arbitron Inc.
EBIT and EBITDA Reconciliation
Three Months and Years Ended December 31, 2004 and 2003
(In thousands)
(Unaudited)

                                 
    Three Months Ended   Years Ended
    December 31,   December 31,
    2004   2003   2004   2003
Net income
  $ 9,618     $ 8,738     $ 60,565     $ 49,873  
Income tax expense
    6,021       4,922       31,061       31,221  
Net interest expense
    1,297       2,408       6,810       11,597  
EBIT
  $ 16,936     $ 16,068     $ 98,436     $ 92,691  
Depreciation and amortization
    1,510       1,259       5,722       4,837  
EBITDA
  $ 18,446     $ 17,327     $ 104,158     $ 97,528  

Note: Earnings before interest and income tax expense (EBIT) and earnings before interest, income tax expense, depreciation and amortization (EBITDA) are widely used measures of operating performance. They are presented as supplemental information that management of Arbitron believes is useful to investors to evaluate the Company’s results because they exclude certain items that are not directly related to the Company’s core operating performance. EBIT is calculated by adding back net interest expense and income tax expense to net income. EBITDA is calculated by adding back net interest expense, income tax expense, depreciation and amortization to net income. EBIT and EBITDA should not be considered as substitutes either for net income, as indicators of Arbitron’s operating performance, or for cash flow, as measures of Arbitron’s liquidity. In addition, because EBIT and EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies.

3

Arbitron Inc.
Condensed Consolidated Balance Sheets
December 31, 2004 and December 31, 2003
(In thousands)
(Unaudited)

                 
    December 31,
    2004   2003
 
               
Assets:
               
Cash and cash equivalents
  $ 86,901     $ 68,433  
Trade receivables
    23,369       21,355  
Deferred taxes (2)
    7,387       30,829  
Goodwill, net
    37,773       32,937  
Other assets
    40,691       30,640  
Total assets
  $ 196,121     $ 184,194  
 
               
Liabilities and Stockholders’ Equity (Deficit):
               
Deferred revenue
  $ 59,608     $ 58,398  
Long-term debt
    50,000       105,000  
Other liabilities
    41,133       38,869  
Stockholders’ equity (deficit) (3)
    45,380       (18,073 )
Total liabilities and stockholders’ equity (deficit)
  $ 196,121     $ 184,194  

(2) Pursuant to an IRS Revenue Procedure issued during the second quarter of 2004, Arbitron changed its tax method of accounting for advanced payments. As a result of the method change, income taxes of approximately $22 million paid in 2003 were applied toward the Company’s 2004 tax liability. The deferred tax assets no longer include a temporary difference for deferred revenue.

(3) Prior to the spin-off from Ceridian Corporation in March 2001, Arbitron distributed its earnings to Ceridian. Those distributions, together with a $250 million distribution made to Ceridian on the date of the spin-off, gave rise to the stockholders’ deficit. Proceeds from the issuance of long-term debt were used by Arbitron to make the $250 million distribution.

4

Arbitron Inc.
EBIT Guidance Reconciliation
Year Ending December 31, 2005
(In millions)

                 
    Year Ending December 31, 2005 Guidance Range
     
 
  Low   High
 
               
Earnings before interest and income taxes
  $ 99.9     $ 101.9  
 
               
Net interest expense
    1.6       1.6  
 
               
Income tax expense
    37.7       38.5  
 
               
Net income (Guidance)
  $ 60.6     $ 61.8  
 
               

Note: Earnings before interest and income taxes (EBIT) is a widely used measure of operating performance. EBIT guidance was given in the Arbitron fourth quarter 2004 earnings press release because the management of Arbitron believes it is useful to investors to evaluate the Company’s projected results because it excludes certain items that are not directly related to the Company’s core operating performance. EBIT is calculated by adding back net interest expense and income tax expense to net income. EBIT should not be considered as a substitute either for net income, as an indicator of Arbitron’s operating performance, or for cash flow, as a measure of Arbitron’s liquidity.

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