-----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, T0i7waZZzcrCBoV0RK/uiBh7X75yVlA1IAGnfeY8KTBTHVZhI0eSDYnrT6SaVc6f 5YO1p7trGgIPiJHBGtt4Qw== 0001299933-08-004885.txt : 20081021 0001299933-08-004885.hdr.sgml : 20081021 20081021073505 ACCESSION NUMBER: 0001299933-08-004885 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081021 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081021 DATE AS OF CHANGE: 20081021 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: 081132495 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_29515.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):   October 21, 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 October 21, 2008, Arbitron Inc. issued a press release reporting 2008 third 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 October 21, 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.
          
October 21, 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 October 21, 2008
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

FOR IMMEDIATE RELEASE

ARBITRON INC. REPORTS 2008 THIRD QUARTER FINANCIAL RESULTS
Revenue increases 9.9 percent;
Reports earnings per share (diluted) of $0.63;
Company provides status of litigation involving New York and New Jersey Attorneys General;
Company updates financial guidance for year-end 2008.

NEW YORK, October 21, 2008 – Arbitron Inc. (NYSE: ARB) today announced results for the third quarter ended September 30, 2008.

Net income for the quarter was $17.0 million, or $0.63 per share (diluted), compared with $17.2 million, or $0.58 per share (diluted) for the third quarter of 2007.

For the third quarter of 2008, the Company reported revenue of $102.5 million, an increase of 9.9 percent over revenue of $93.3 million during the third quarter of 2007.

Costs and expenses for the third quarter increased by 14.5 percent, from $63.0 million in 2007 to $72.1 million in 2008, due primarily to planned expenditures for the commercialization of the Portable People MeterTM ratings service. In the third quarter of 2008, share-based compensation amounted to $2.1 million, up from $1.6 million in the third quarter of 2007.

Earnings before interest and income tax expense (EBIT) for the quarter were $28.2 million, compared with EBIT of $27.1 million for the third quarter of 2007.

Income from continuing operations for the quarter was $16.9 million or $0.63 per share (diluted), compared with $17.1 million, or $0.57 per share (diluted) in the third quarter of 2007.

For the nine months ended September 30, 2008, revenue was $275.2 million, an increase of 6.5 percent over revenue of $258.3 million for the same period in 2007.

Earnings before interest and income tax expense (EBIT) decreased 1.3 percent from $57.1 million in the first nine months of 2007 to $56.4 million for the same period in 2008. Net income for the nine-month period decreased 7.3 percent to $33.8 million compared with $36.5 million in 2007. Earnings per share (diluted) for the nine months in 2008 were $1.23 compared with $1.21 per share (diluted) last year.

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 third quarter of 2008, the Company reported income (net of tax) from Continental of $55 thousand. For the year to date, the loss from discontinued operations (net of tax) was $15 thousand.

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

“On October 6, 2008, Arbitron commercialized the Portable People Meter radio ratings services in eight new markets, including in New York, Los Angeles, Chicago and San Francisco. Our priority, as we launch these services, is to continue the help we are giving broadcasters and agencies in their transition to electronic measurement and to maintain advertiser confidence in radio as one of the most effective of all ad media.”

“In the third quarter, we announced significant quality enhancements to our diary services, including a plan to add cell-phone-only households to the diary sample and to accelerate the development of electronic and online alternatives to the paper and pencil diary for all markets.”

“We realize that any transition brings both challenges and opportunities. Our goal is to work through the challenges and to take advantage of the opportunities for the radio industry,” said Mr. Morris.

Recent Litigation
As previously disclosed, on October 6, Arbitron commenced a civil action in the United States District Court for the Southern District of New York, seeking a declaratory judgment and injunctive relief against the New York Attorney General, and on October 10, Arbitron brought a civil action in the United States District Court for the District of New Jersey seeking a declaratory judgment and injunctive relief against the New Jersey Attorney General, in each case seeking to prevent any attempt by the Attorneys General to restrain Arbitron’s publication of its PPM listening estimates.

Also as previously disclosed, on October 10, the State of New York commenced litigation against Arbitron in the Supreme Court of New York for New York County alleging false advertising and deceptive business practices in violation of New York consumer protection and civil rights laws, and the State of New Jersey commenced litigation against Arbitron in the Superior Court of New Jersey for Middlesex County, alleging violations of New Jersey consumer fraud and civil rights laws, in each case relating to the marketing and commercialization in those states of our Portable People Meter radio ratings service.

Details of these civil actions are available in the press releases issued by the Company on October 6, 2008 and October 10, 2008 and in the Current Reports on Form 8-K Arbitron furnished to the Securities and Exchange Commission on October 6, 2008 and October 10, 2008.

Company Updates 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.

Due to the impact of Hurricane Ike on our operations in Houston, and costs and expenses related to litigation, including the litigation described above, and other interactions with governmental entities, primarily regarding our PPM radio ratings services, we now expect that if all of the ongoing litigation and governmental entity activity were to continue at current levels and we were to continue to incur related expenses at current rates through the end of the year, earnings per share from continuing operations (diluted) would likely fall into the lower end of our previously stated range of $1.30 to $1.44 for the full year 2008.

In 2007, earnings from continuing operations were $1.37(diluted).

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: 66831761. 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 October 21 through 11:59 p.m. on November 21, 2008. To access the replay, please call (toll free) 800-642-1687 in the United States, or 706-645-9291 if you’re calling from outside of the United States. To access the replay, users will need to enter the following code: 66831761

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

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

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

    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; and

    successfully develop and implement technology solutions to measure new forms of audio content and delivery, multimedia and advertising in an increasingly competitive environment.

There are a number of additional important factors that could cause actual events or our actual results to differ materially from those indicated by such forward-looking statements, including, without limitation, the risk factors set forth in the caption “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 September 30, 2008 and 2007
(In thousands, except per share data)
(Unaudited)

                                 
    Three Months Ended            
    September 30,           %
    2008   2007   Change   Change
Revenue
  $ 102,526     $ 93,322     $ 9,204       9.9 %
Costs and expenses
                               
Cost of revenue
    41,795       34,451       7,344       21.3 %
Selling, general and administrative
    20,058       18,965       1,093       5.8 %
Research and development
    10,274       9,587       687       7.2 %
Total costs and expenses
    72,127       63,003       9,124       14.5 %
Operating income
    30,399       30,319       80       0.3 %
Equity in net loss of affiliate(s)
    (2,194 )     (3,263 )     1,069       (32.8 %)
Earnings before interest and income taxes (1)
    28,205       27,056       1,149       4.2 %
Interest income
    127       554       (427 )     (77.1 %)
Interest expense
    644       95       549       577.9 %
Income from continuing operations before income taxes
    27,688       27,515       173       0.6 %
Income tax expense
    10,788       10,394       394       3.8 %
Income from continuing operations
    16,900       17,121       (221 )     (1.3 %)
Discontinued Operations
                               
Income from discontinued operations, net of taxes
    57       99       (42 )   NM
Loss from sale of discontinued operations, net of taxes
    (2 )           (2 )   NM
(Loss) income from discontinued operations, net of taxes
    55       99       (44 )   NM
Net Income
  $ 16,955     $ 17,220     $ (265 )     (1.5 %)
Basic weighted average common share
                               
Income from continuing operations
  $ 0.63     $ 0.58     $ 0.05       8.6 %
Income (loss) from discontinued operations
                       
Net income
  $ 0.64     $ 0.58     $ 0.06       10.3 %
Diluted weighted average common share
                               
Income from continuing operations
  $ 0.63     $ 0.57     $ 0.06       10.5 %
Income (loss) from discontinued operations
                       
Net income
  $ 0.63     $ 0.58     $ 0.05       8.6 %
Weighted average shares used in calculations
                               
Basic
    26,652       29,602       (2,950 )     (10.0 %)
Diluted
    26,900       29,903       (3,003 )     (10.0 %)
Dividends per common share
  $ 0.10     $ 0.10              
Other data:
                               
EBITDA (1)
  $ 32,763     $ 30,353     $ 2,410       7.9 %
(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 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.

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

                                 
    Nine Months Ended            
    September 30,           %
    2008   2007   Change   Change
Revenue
  $ 275,246     $ 258,337     $ 16,909       6.5 %
Costs and expenses
                               
Cost of revenue
    129,490       107,918       21,572       20.0 %
Selling, general and administrative
    58,587       59,343       (756 )     (1.3 %)
Research and development
    29,802       32,023       (2,221 )     (6.9 %)
Total costs and expenses
    217,879       199,284       18,595       9.3 %
Operating income
    57,367       59,053       (1,686 )     (2.9 %)
Equity in net loss of affiliate(s)
    (973 )     (1,930 )     957       (49.6 %)
Earnings before interest and income taxes (2)
    56,394       57,123       (729 )     (1.3 %)
Interest income
    582       1,743       (1,161 )     (66.6 %)
Interest expense
    1,524       286       1,238       432.9 %
Income from continuing operations before income taxes
    55,452       58,580       (3,128 )     (5.3 %)
Income tax expense
    21,615       22,211       (596 )     (2.7 %)
Income from continuing operations
    33,837       36,369       (2,532 )     (7.0 %)
Discontinued Operations
                               
(Loss) income from discontinued operations, net of taxes
    (438 )     134       (572 )   NM
Gain from sale of discontinued operations, net of taxes
    423             423     NM
(Loss) income from discontinued operations, net of taxes
    (15 )     134       (149 )   NM
Net Income
  $ 33,822     $ 36,503       (2,681 )     (7.3 %)
Basic weighted average common share
                               
Income from continuing operations
  $ 1.24     $ 1.22     $ 0.02       1.6 %
Income (loss) from discontinued operations
                         
Net income
  $ 1.24     $ 1.23     $ 0.01       0.8 %
Diluted weighted average common share
                               
Income from continuing operations
  $ 1.23     $ 1.21     $ 0.02       1.7 %
Income (loss) from discontinued operations
                         
Net income
  $ 1.23     $ 1.21     $ 0.02       1.7 %
Weighted average shares used in calculations
                               
Basic
    27,339       29,768       (2,429 )     (8.2 %)
Diluted
    27,546       30,049       (2,503 )     (8.3 %)
Dividends per common share
  $ 0.30     $ 0.30                
Other data:
                               
EBITDA (2)
  $ 69,053     $ 65,807     $ 3,246       4.9 %
(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 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.

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

                                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,
    2008   2007   2008   2007
Income from continuing operations
  $ 16,900     $ 17,121     $ 33,837     $ 36,369  
Income tax expense
    10,788       10,394       21,615       22,211  
Net interest expense (income)
    517       (459 )     942       (1,457 )
EBIT (3)
  $ 28,205     $ 27,056     $ 56,394     $ 57,123  
Depreciation and amortization
    4,558       3,297       12,659       8,684  
EBITDA (3)
  $ 32,763     $ 30,353     $ 69,053     $ 65,807  

(3) 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.

2

Arbitron Inc.
Condensed Consolidated Balance Sheets
September 30, 2008 and December 31, 2007
(In thousands)

                 
    September 30,   December 31,
    2008   2007
    (Unaudited)   (Audited)
Assets:
               
Cash and cash equivalents
  $ 8,491     $ 21,141  
Trade receivables
    34,658       34,171  
Property and equipment, net
    57,981       50,183  
Goodwill, net
    38,500       38,500  
Other assets
    22,783       29,002  
Assets held for sale of discontinued operations
          7,546  
Total assets
  $ 162,413     $ 180,543  
Liabilities and Stockholders’ Equity:
               
Deferred revenue
  $ 55,878     $ 66,768  
Other liabilities
    45,867       48,924  
Liabilities of discontinued operations
          4,651  
Long term debt (including current portion of $5,000 for 2007)
    70,000       12,000  
Stockholders’ (deficit) equity
    (9,332 )     48,200  
Total liabilities and stockholders’ equity
  $ 162,413     $ 180,543  

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