-----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, QBu21vDpTQRtTfFrNJz+0ZKPo0TtooY4/8/7n1aJp7G6/75hFdCguCfAEqXgQbX+ LJBL8/BvxexuHh0ufNVmgw== 0001299933-06-004796.txt : 20060720 0001299933-06-004796.hdr.sgml : 20060720 20060720084923 ACCESSION NUMBER: 0001299933-06-004796 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060720 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060720 DATE AS OF CHANGE: 20060720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARBITRON INC CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] 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: 06970540 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_13759.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):   July 20, 2006

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 July 20, 2006, we issued a press release reporting 2006 second quarter 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 July 20, 2006.





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.
          
July 20, 2006   By:   /s/ 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 July 20, 2006
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

Press
Information

Company Contact: Sean Creamer, CFO
Arbitron Inc.
Phone: 410-312-8410
sean.creamer@arbitron.com

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

Media contact: Thom Mocarsky
Arbitron Inc.
410-312-8239
thom.mocarsky@arbitron.com

FOR IMMEDIATE RELEASE

ARBITRON INC. REPORTS 2006 SECOND QUARTER FINANCIAL RESULTS
Revenue up 6.2 percent to $74.2 million;
Net income per share (diluted) is $0.24;
Costs and expenses increase due to planned spending on Portable People Meter and ‘Project Apollo’
initiatives and reporting of share-based compensation expense;
Guidance for 2006 year-end unchanged.

NEW YORK, July 20, 2006 – Arbitron Inc. (NYSE: ARB) today announced results for the second quarter ended June 30, 2006.

For the second quarter 2006, the Company reported revenue of $74.2 million, an increase of 6.2 percent over revenue of $69.8 million during the second quarter of 2005.

Planned spending on the Portable People Meter and Project Apollo initiatives and the required expensing of share-based compensation contributed to increased costs and expenses for the second quarter of 21.4 percent, from $55.4 million in 2005 to $67.3 million in 2006.

Earnings before interest and income tax expense (EBIT) for the quarter were $11.9 million, a decrease of 35.8 percent over EBIT of $18.6 million during the comparable period last year.

Income tax expense for the second quarter increased 48.2 percent, from $3.0 million in 2005 to $4.5 million in 2006. The year-to-year difference is due primarily to the $3.9 million reversal of certain reserves for tax contingencies that were recorded during the second quarter of 2005.

Net income for the second quarter decreased by 52.2 percent from $15.4 million in 2005 to $7.4 million in 2006.

Net income per share for the second quarter 2006 was $0.24 (diluted) compared with $0.48 (diluted) for the second quarter 2005.

For the six months ended June 30, 2006, revenue was $159.3 million, an increase of 6.9 percent over the same period last year. EBIT was $41.0 million, compared to $51.3 million in 2005. Net income for the six months was $25.5 million or $0.83 per share (diluted), compared with $35.2 million or $1.11 per share (diluted) during the comparable period last year.

Commenting on the results for the second quarter, Stephen Morris, president and chief executive officer of Arbitron, said: “The radio industry is making continued progress in its transition from diaries to electronic measurement. In the second quarter, we announced a number of Portable People Meter ratings contracts with key radio broadcasters.”

“The broadcasters and agencies who have signed for PPM recognize that no other company has the infrastructure, the experience, and the financial wherewithal to deliver a proven electronic radio measurement system in the rapid timeframe that the radio industry is demanding.”

“In June, at two key industry conferences, we released the first tangible evidence that Project Apollo has the power to reveal the significant consumer targeting capabilities of new and traditional media. The advertisers who sit on the Project Apollo Steering Committee continue to help Arbitron and VNU refine the value proposition of our proposed single-source market research service that would use the Arbitron PPM as its primary media measurement system.”

“Also in the second quarter, we demonstrated our commitment to returning capital to our shareholders as we completed the $70 million stock repurchase program that the Board authorized for 2006,” said Mr. Morris.

Company Outlook for 2006

Arbitron is also providing guidance on its earnings outlook for the third quarter 2006 and is reaffirming its guidance for the full year 2006.

For the third quarter 2006, Arbitron expects revenue to increase between 6 percent and 8 percent compared to the third quarter of last year. Earnings Per Share (diluted) for the third quarter 2006 is expected to be between $0.59 and $0.62 versus $0.66 in the third quarter 2005. The impact of share-based compensation expense in the third quarter of 2006 is estimated to be approximately $1.4 million, or $0.03 per share (diluted). The balance of the year-over-year reduction is attributable to anticipated incremental spending on PPM initiatives, including Project Apollo, as well as previously announced initiatives to improve research quality.

Arbitron’s year-end 2006 guidance is unchanged. As previously stated, 2006 revenue is expected to increase between 6 percent and 8 percent compared to 2005. Earnings Per Share (diluted) for the year ending December 31, 2006 is expected to be between $1.69 and $1.74.

Earnings conference call: schedule and access

Arbitron will host a conference call at 10:00 a.m. EDT on July 20 to discuss its second 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 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 audiences and marketing information. The Company has developed the PPM, a new technology for media and marketing research.

Arbitron’s marketing and business units are supported by a research and technology organization located in Columbia, Maryland. Arbitron has approximately 1800 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.

###

PPMSM is a mark of Arbitron Inc.

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 and to execute potential joint venture or third party agreements;

    effectively manage the impact of any further 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 lower respondent cooperation in surveys, privacy concerns, technology changes 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 hereof, 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)

1

Arbitron Inc.
Consolidated Statements of Income
Three Months Ended June 30, 2006 and 2005
(In thousands, except per share data)
(Unaudited)

                                 
    Three Months Ended            
    June 30,           %
    2006   2005   Change   Change
Revenue
  $ 74,165     $ 69,816     $ 4,349       6.2 %
Costs and expenses
                               
Cost of revenue
    36,684       29,869       6,815       22.8 %
Selling, general and administrative
    20,557       16,909       3,648       21.6 %
Research and development
    10,031       8,658       1,373       15.9 %
Total costs and expenses
    67,272       55,436       11,836       21.4 %
Operating income
    6,893       14,380       (7,487 )     (52.1 %)
Equity in net income of affiliate
    5,053       4,234       819       19.3 %
Earnings before interest and income taxes
    11,946       18,614       (6,668 )     (35.8 %)
Interest income
    829       819       10       1.2 %
Interest expense
    937       1,016       (79 )     (7.8 %)
Earnings before income taxes
    11,838       18,417       (6,579 )     (35.7 %)
Income tax expense
    4,478       3,022       1,456       48.2 %
Net income
  $ 7,360     $ 15,395     $ (8,035 )     (52.2 %)
Net income per weighted average common share
                               
Basic
  $ 0.25     $ 0.49     $ (0.24 )     (49.0 %)
Diluted
  $ 0.24     $ 0.48     $ (0.24 )     (50.0 %)
Weighted average shares used in calculations
                               
Basic
    29,945       31,457       (1,512 )     (4.8 %)
Diluted
    30,150       31,826       (1,676 )     (5.3 %)
Dividends per common share
  $ 0.10     $ 0.10              
 
                               
Other data:
                               
EBITDA (1)
  $ 14,215     $ 20,002     $ (5,787 )     (28.9 %)

(1): The terms EBIT (earnings before interest and income taxes) and EBITDA (earnings before interest, income taxes, depreciation and amortization) are non-GAAP financial measures that the management of Arbitron believes are useful to investors in evaluating the Company’s results. For a reconciliation of these non-GAAP measures to the most comparable GAAP equivalent, see the EBIT and EBITDA Non-GAAP Reconciliation, along with related footnotes, below.

2

Arbitron Inc.
Consolidated Statements of Income
Six Months Ended June 30, 2006 and 2005
(In thousands, except per share data)
(Unaudited)

                                 
    Six Months Ended            
    June 30,           %
    2006   2005   Change   Change
Revenue
  $ 159,253     $ 149,011     $ 10,242       6.9 %
Costs and expenses
                               
Cost of revenue
    60,939       50,286       10,653       21.2 %
Selling, general and administrative
    40,013       32,863       7,150       21.8 %
Research and development
    20,012       16,696       3,316       19.9 %
Total costs and expenses
    120,964       99,845       21,119       21.2 %
Operating income
    38,289       49,166       (10,877 )     (22.1 %)
Equity in net income of affiliate
    2,678       2,144       534       24.9 %
Earnings before interest and income taxes
    40,967       51,310       (10,343 )     (20.2 %)
Interest income
    1,816       1,428       388       27.2 %
Interest expense
    1,880       2,067       (187 )     (9.0 %)
Earnings before income taxes
    40,903       50,671       (9,768 )     (19.3 %)
Income tax expense
    15,357       15,440       (83 )     (0.5 %)
Net income
  $ 25,546     $ 35,231     $ (9,685 )     (27.5 %)
Net income per weighted average common share
                               
Basic
  $ 0.84     $ 1.13     $ (0.29 )     (25.7 %)
Diluted
  $ 0.83     $ 1.11     $ (0.28 )     (25.2 %)
Weighted average shares used in calculations
                               
Basic
    30,500       31,300       (800 )     (2.6 %)
Diluted
    30,735       31,678       (943 )     (3.0 %)
Dividends per common share
  $ 0.10     $ 0.10              
 
                               
Other data:
                               
EBITDA (2)
  $ 45,324     $ 54,108     $ (8,784 )     (16.2 %)

(2): The terms EBIT (earnings before interest and income taxes) and EBITDA (earnings before interest, income taxes, depreciation and amortization) are non-GAAP financial measures that the management of Arbitron believes are useful to investors in evaluating the Company’s results. For a reconciliation of these non-GAAP measures to the most comparable GAAP equivalent, see the EBIT and EBITDA Non-GAAP Reconciliation, along with related footnotes, below.

3

Arbitron Inc.
EBIT and EBITDA Reconciliation
Three and Six Months Ended June 30, 2006 and 2005
(In thousands)
(Unaudited)

                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2006   2005   2006   2005
Net income
  $ 7,360     $ 15,395     $ 25,546     $ 35,231  
Income tax expense
    4,478       3,022       15,357       15,440  
Net interest (income) expense
    108       197       64       639  
EBIT (3)
  $ 11,946     $ 18,614     $ 40,967     $ 51,310  
Depreciation and amortization
    2,269       1,388       4,357       2,798  
EBITDA (3)
  $ 14,215     $ 20,002     $ 45,324     $ 54,108  

(3): Earnings before interest and income taxes (EBIT) and earnings before interest, income taxes, depreciation and amortization (EBITDA) are widely used non-GAAP financial 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.

4

Arbitron Inc.
Condensed Consolidated Balance Sheets
June 30, 2006 and December 31, 2005
(In thousands)

                 
    June 30,   December 31,
    2006   2005
    (Unaudited)   (Audited)
 
               
Assets:
               
Cash and short-term investments
  $ 71,257     $ 93,408  
Receivables from brokers
          30,000  
Trade receivables
    28,371       27,708  
Property and equipment, net
    36,030       30,875  
Goodwill, net
    40,558       40,558  
Other assets
    29,303       28,331  
Total assets
  $ 205,519     $ 250,880  
 
               
Liabilities and Stockholders’ Equity:
               
Deferred revenue
  $ 64,343     $ 62,434  
Long-term debt
    50,000       50,000  
Other liabilities
    39,648       46,092  
Stockholders’ equity
    51,528       92,354  
Total liabilities and stockholders’ equity
  $ 205,519     $ 250,880  

5 -----END PRIVACY-ENHANCED MESSAGE-----