-----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, TIf631QiFaZfJrhubquaWrQZDXGMsMKjhyIkacFE62iF6Bx3Ud9ijKNfCo0Sh08n Fn7vnn970uaQ2gLTp1Zj0g== 0001299933-08-003530.txt : 20080722 0001299933-08-003530.hdr.sgml : 20080722 20080722084636 ACCESSION NUMBER: 0001299933-08-003530 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080722 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080722 DATE AS OF CHANGE: 20080722 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: 08962465 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_28172.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 22, 2008

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 22, 2008, Arbitron Inc. issued a press release reporting 2008 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 22, 2008.





The information in 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 or otherwise subject to the liabilities of that section, 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 22, 2008   By:   /s/ Timothy T. Smith
       
        Name: Timothy T. Smith
        Title: Executive Vice President & Chief Legal Officer, Legal & Business Affairs & Secretary


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release of Arbitron Inc. dated July 22, 2008
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 Contact: Todd Fromer
KCSA Worldwide
212-896-1215
tfromer@kcsa.com

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

FOR IMMEDIATE RELEASE

ARBITRON INC. REPORTS 2008 SECOND QUARTER FINANCIAL RESULTS
Planned expenditures for Portable People Meter commercialization
increase costs and expenses;
Reports earnings per share (diluted) of $0.02;
Reiterates full-year guidance

NEW YORK, July 22, 2008 – Arbitron Inc. (NYSE: ARB) today announced results for the second quarter ended June 30, 2008.

Net income for the quarter was $600 thousand, or $0.02 per share (diluted), compared with $3.8 million, or $0.13 per share (diluted) for the second quarter of 2007.

Results from Continuing Operations
For the second quarter of 2008, the Company reported revenues of $78.7 million, an increase of 3.7 percent over revenue of $75.9 million during the second quarter of 2007.

Costs and expenses for the second quarter increased by 9.0 percent, from $75.6 million in 2007 to $82.4 million in 2008, due primarily to planned expenditures for the commercialization of the Portable People MeterTM ratings service. In the second quarter of 2008, share-based compensation amounted to $2.7 million, up from $2.2 million in the second quarter of 2007.

Earnings before interest and income tax expense (EBIT) for the quarter were $1.4 million, compared with EBIT of $5.3 million for the second quarter of 2007.

Income from continuing operations for the quarter was $625 thousand or $0.02 per share (diluted), compared with $3.7 million, or $0.12 per share (diluted) in the second quarter of 2007.

For the six months ended June 30, 2008, revenue was $172.7 million, an increase of 4.7 percent over revenue of $165.0 million for the same period in 2007.

Earnings before interest and income tax expense (EBIT) decreased 6.2 percent from $30.1 million in the first six months of 2007 to $28.2 million for the same period in 2008. Net income for the six-month period decreased 12.5 percent to $16.9 million compared with $19.3 million in 2007. Earnings per share (diluted) for the six months in 2008 were $0.61 compared with $0.64 per share (diluted) last year.

Results from Discontinued Operations
On January 31, 2008, Arbitron concluded the sale of CSW Research Limited (“Continental”), its UK-based custom research business. As a result, Continental’s financial results have been reclassified as a Discontinued Operation for all periods presented. In the second quarter of 2008, the Company reported a net loss from Continental of $25 thousand. For the year to date, the loss from discontinued operations (net of tax) was $70 thousand.

Management comment on second quarter 2008 results
Stephen Morris, chairman, president and chief executive officer of Arbitron, made the following comments regarding the second quarter 2008:

“In June, we made the decision to restart the commercialization of our Portable People Meter ratings services. Now that preliminary PPMTM ratings are being released in a number of new markets, we are redoubling our ongoing effort to help the radio industry in its transition from diary to electronic ratings. The industry and we have learned much in the transition that has already taken place in Houston and Philadelphia. We intend to help radio apply these lessons as we bring PPM to radio’s top markets in the balance of 2008.”

“Given the unique role that urban and Spanish-language stations play in their communities, we are devoting particular attention helping these formats capitalize on the advantages that the PPM offers for programming and sales.”

Company Reiterates Guidance for 2008
For the full year 2008, Arbitron continues to expect revenue to increase between 8 percent and 10 percent compared to last year’s revenue from continuing operations. (For comparability purposes, this guidance excludes Continental’s 2007 revenue.)

Earnings per share from continuing operations (diluted) is still expected to be between $1.30 and $1.44 for the full year 2008 as compared to earnings per share from continuing operations (diluted) of $1.37 in 2007.

Earnings conference call: schedule and access
Arbitron will host a conference call at 10:00 a.m. Eastern Time. The Company invites you to listen to the call by dialing (toll free) 888-868-9083. The conference call can be accessed from outside of the United States by dialing 973-935-8512. To participate, users will need to use the following code: 54594714. The call will also be available live on the Internet at the following sites: www.arbitron.com, www.ccbn.com and www.streetevents.com.

A replay of the call will be available from 12:00 p.m. on July 22 through 11:59 p.m. on July 29, 2008. To access the replay, please call (toll free) 800-642-1687 in the United States or 706-645-9291 outside of the United States. To access the replay, users will need to enter the following code: 54594714.

Presentation of Non-GAAP Information
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. These non-GAAP financial measures should be considered in addition to, and not as a replacement for, or superior to, either income from continuing operations, as an indicator of Arbitron’s operating performance, or cash flow, as a measure 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. For a reconciliation of these non-GAAP financial measures to the most comparable GAAP equivalent, see the EBIT and EBITDA Non-GAAP Reconciliation, along with related footnotes, below.

About Arbitron
Arbitron Inc. (NYSE: ARB) is a media and marketing research firm serving the media – radio, television, cable, online radio and out-of-home – as well as advertisers and advertising agencies in the United States. 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 developed the Portable People Meter, a new technology for media and marketing research.

Through its Scarborough Research joint venture with The Nielsen Company, Arbitron provides additional media and marketing research services to the broadcast television, newspaper and online industries.

Arbitron’s marketing and business units are supported by a world-renowned research and technology organization located in Columbia, Maryland. Its executive offices are located in New York City.

###

Portable People MeterTM and PPMTM are marks of Arbitron Inc.

Arbitron Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Arbitron Inc. and its subsidiaries (“we,” “our,” “Arbitron” or the “Company”) 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 we have derived from information currently available to us. These forward-looking statements involve known and unknown risks and uncertainties that may cause our results to be materially different from results implied by such forward-looking statements. These risks and uncertainties include, in no particular order, whether we will be able to:

    successfully implement the commercialization of our Portable People MeterTM service;

    successfully design, recruit, and maintain PPM panels that appropriately balance research quality, panel size and operational cost;

    complete the Media Rating Council audit of our local market PPM ratings services in a timely manner and successfully obtain and/or maintain MRC accreditation for our audience measurement services;

    renew contracts with large customers as they expire;

    successfully execute our business strategies, including entering into potential acquisition, joint-venture, or other material third-party agreements;

    effectively manage the impact, if any, of any further ownership shifts in the radio and advertising agency industries;

    respond to 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;

    successfully manage the impact on costs of data collection due to lower respondent cooperation in surveys, privacy concerns, consumer trends, technology changes and/or government regulations;

    successfully develop and implement technology solutions to measure multi-media and advertising in an increasingly competitive environment; and

    successfully maintain industry confidence in our products and services in light of governmental regulation, legislation, litigation, activism or adverse public relations efforts prompted by various industry groups and market segments.

There are a number of important factors known to Arbitron that could cause actual events or actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, the factors discussed or referenced under the heading “ITEM 1A. – RISK FACTORS” in our Annual Report on Form 10-K for the year ended December 31, 2007, and elsewhere, and any subsequent periodic or current reports filed by us with the Securities and Exchange Commission.

In addition, any forward-looking statements contained in this document represent our estimates only as of the date hereof, and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.

(Table to Follow)

1

Arbitron Inc.
Consolidated Statements of Income
Three Months Ended June 30, 2008 and 2007
(In thousands, except per share data)
(Unaudited)

                                 
    Three Months Ended            
    June 30,           %
    2008   2007   Change   Change
Revenue
  $ 78,655     $ 75,867     $ 2,788       3.7 %
Costs and expenses
                               
Cost of revenue
    52,585       43,643       8,942       20.5 %
Selling, general and administrative
    19,977       20,233       (256 )     (1.3 %)
Research and development
    9,864       11,762       (1,898 )     (16.1 %)
Total costs and expenses
    82,426       75,638       6,788       9.0 %
Operating (loss) income
    (3,771 )     229       (4,000 )   NM
Equity in net income of affiliates
    5,166       5,089       77       1.5 %
Earnings before interest and income taxes (1)
    1,395       5,318       (3,923 )     (73.8 %)
Interest income
    271       637       (366 )     (57.5 %)
Interest expense
    682       96       586       610.4 %
Income from continuing operations before income taxes
    984       5,859       (4,875 )     (83.2 %)
Income tax expense
    359       2,137       (1,778 )     (83.2 %)
Income from continuing operations
    625       3,722       (3,097 )     (83.2 %)
Discontinued Operations
                               
Income from discontinued operations, net of taxes
          66       (66 )   NM
Loss from sale of discontinued operations, net of taxes
    (25 )           (25 )   NM
(Loss) income from discontinued operations, net of taxes
    (25 )     66       (91 )   NM
Net Income
  $ 600     $ 3,788     $ (3,188 )     (84.2 %)
Basic weighted average common share
                               
Income from continuing operations
  $ 0.02     $ 0.12     $ (0.10 )     (83.3 %)
Income (loss) from discontinued operations
                       
Net income
  $ 0.02     $ 0.13     $ (0.11 )     (84.6 %)
Diluted weighted average common share
                               
Income from continuing operations
  $ 0.02     $ 0.12     $ (0.10 )     (83.3 %)
Income (loss) from discontinued operations
                       
Net income
  $ 0.02     $ 0.13     $ (0.11 )     (84.6 %)
Weighted average shares used in calculations
                               
Basic
    27,183       29,955       (2,772 )     (9.3 %)
Diluted
    27,434       30,264       (2,830 )     (9.4 %)
Dividends per common share
  $ 0.10     $ 0.10              
Other data:
                               
EBITDA (1)
  $ 5,574     $ 8,030     $ (2,456 )     (30.6 %)
(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 financial measures to the most comparable GAAP equivalent, see the EBIT and EBITDA Non-GAAP Reconciliation, along with related footnotes, below. Certain per share amounts may not total due to rounding. NM= Not meaningful.

2

Arbitron Inc.
Consolidated Statements of Income
Six Months Ended June 30, 2008 and 2007
(In thousands, except per share data)
(Unaudited)

                                 
    Six Months Ended            
    June 30,           %
    2008   2007   Change   Change
Revenue
  $ 172,720     $ 165,015     $ 7,705       4.7 %
Costs and expenses
                               
Cost of revenue
    87,695       73,467       14,228       19.4 %
Selling, general and administrative
    38,529       40,378       (1,849 )     (4.6 %)
Research and development
    19,528       22,436       (2,908 )     (13.0 %)
Total costs and expenses
    145,752       136,281       9,471       6.9 %
Operating income
    26,968       28,734       (1,766 )     (6.1 %)
Equity in net income of affiliates
    1,221       1,333       (112 )     (8.4 %)
Earnings before interest and income taxes (1)
    28,189       30,067       (1,878 )     (6.2 %)
Interest income
    455       1,189       (734 )     (61.7 %)
Interest expense
    880       191       689       360.7 %
Income from continuing operations before income taxes
    27,764       31,065       (3,301 )     (10.6 %)
Income tax expense
    10,827       11,817       (990 )     (8.4 %)
Income from continuing operations
    16,937       19,248       (2,311 )     (12.0 %)
Discontinued Operations
                               
(Loss) income from discontinued operations, net of taxes
    (495 )     35       (530 )   NM
Gain from sale of discontinued operations, net of taxes
    425             425     NM
(Loss) income from discontinued operations, net of taxes
    (70 )     35       (105 )   NM
Net Income
  $ 16,867     $ 19,283       (2,416 )     (12.5 %)
Basic weighted average common share
                               
Income from continuing operations
  $ 0.61     $ 0.64     $ (0.03 )     (4.7 %)
Income (loss) from discontinued operations
                         
Net income
  $ 0.61     $ 0.65     $ (0.04 )     (6.2 %)
Diluted weighted average common share
                               
Income from continuing operations
  $ 0.61     $ 0.64     $ (0.03 )     (4.7 %)
Income (loss) from discontinued operations
                         
Net income
  $ 0.61     $ 0.64     $ (0.03 )     (4.7 %)
Weighted average shares used in calculations
                               
Basic
    27,687       29,852       (2,165 )     (7.3 %)
Diluted
    27,873       30,123       (2,250 )     (7.5 %)
Dividends per common share
  $ 0.20     $ 0.20                
Other data:
                               
EBITDA (1)
  $ 36,290     $ 35,454     $ 836       2.4 %
(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 financial measures to the most comparable GAAP equivalent, see the EBIT and EBITDA Non-GAAP Reconciliation, along with related footnotes, below. Certain per share amounts may not total due to rounding. NM=Not meaningful.

3

Arbitron Inc.
EBIT and EBITDA Non-GAAP Reconciliation
Three and Six Months Ended June 30, 2008 and 2007
(In thousands)
(Unaudited)

                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2008   2007   2008   2007
Income from continuing operations
  $ 625     $ 3,722     $ 16,937     $ 19,248  
Income tax expense
    359       2,137       10,827       11,817  
Net interest expense (income)
    411       (541 )     425       (998 )
EBIT (2)
  $ 1,395     $ 5,318     $ 28,189     $ 30,067  
Depreciation and amortization
    4,179       2,712       8,101       5,387  
EBITDA (2)
  $ 5,574     $ 8,030     $ 36,290     $ 35,454  

(2) Arbitron’s management believes that presenting EBIT (earnings before interest and income taxes) and EBITDA (earnings before interest, income taxes, depreciation and amortization), both non-GAAP financial measures, as supplemental information helps investors, analysts, and others, if they so choose, in understanding and evaluating Arbitron’s operating performance in some of the same manners that management does because EBIT and EBITDA exclude certain items that are not directly related to Arbitron’s core operating performance. Arbitron’s management references these non-GAAP financial measures in assessing current performance and making decisions about internal budgets, resource allocation and financial goals. EBIT is calculated by deducting net interest income from income from continuing operations and adding back income tax expense to income from continuing operations. EBITDA is calculated by deducting net interest income from income from continuing operations and adding back income tax expense, and depreciation and amortization to income from continuing operations. EBIT and EBITDA should not be considered substitutes either for income from continuing operations, 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, 2008 and December 31, 2007
(In thousands)

                 
    June 30,   December 31,
    2008   2007
    (Unaudited)   (Audited)
Assets:
               
Cash and cash equivalents
  $ 21,711     $ 21,141  
Trade receivables
    31,690       34,171  
Property and equipment, net
    53,715       50,183  
Goodwill, net
    38,500       38,500  
Other assets
    25,876       29,002  
Assets held for sale of discontinued operations
          7,546  
Total assets
  $ 171,492     $ 180,543  
Liabilities and Stockholders’ Equity:
               
Deferred revenue
  $ 70,323     $ 66,768  
Other liabilities
    39,425       48,924  
Liabilities of discontinued operations
          4,651  
Long term debt (including current portion of $5,000 for 2007)
    50,000       12,000  
Stockholders’ equity
    11,744       48,200  
Total liabilities and stockholders’ equity
  $ 171,492     $ 180,543  

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