10-Q 1 won3q0310q.txt WESTWOOD ONE Q3 2003 10Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to ______ Commission file number 0-13020 ------------------------------ WESTWOOD ONE, INC. (Exact name of registrant as specified in its charter) Delaware 95-3980449 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 40 West 57th Street, 5th Floor, New York, NY 10019 (Address of principal executive offices) (Zip Code) (212) 641-2000 Registrant's telephone number, including area code Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ___ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No ___ Number of shares of Stock Outstanding at November 10, 2003 (excluding treasury shares): Common Stock, par value $.01 per share - 99,282,789 shares Class B Stock, par value $.01 per share - 703,466 shares WESTWOOD ONE, INC. INDEX Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Qualitative and Quantitative Disclosures About Market Risk 13 Item 4. Controls and Procedures 13 PART II. OTHER INFORMATION Exhibits and Reports on Form 8K 14 SIGNATURES 16 Item 1 - Financial Statements WESTWOOD ONE, INC. CONSOLIDATED BALANCE SHEETS (In thousands)
September 30, December 31, ------------- ------------ 2003 2002 ---- ---- ASSETS ------ CURRENT ASSETS: Cash and cash equivalents $ 13,427 $ 7,371 Accounts receivable, net of allowance for doubtful accounts of $4,855 (2003) and $11,757 (2002) 124,179 131,676 Other current assets 12,920 14,581 ----------- ----------- Total Current Assets 150,526 153,628 PROPERTY AND EQUIPMENT, NET 51,378 53,699 GOODWILL 990,192 990,192 INTANGIBLE ASSETS, NET 7,946 9,647 OTHER ASSETS 58,339 59,146 ----------- ----------- TOTAL ASSETS $ 1,258,381 $ 1,266,312 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 27,019 $ 24,809 Other accrued expenses and liabilities 66,020 65,277 Current maturities of long-term debt 85,000 - ----------- ----------- Total Current Liabilities 178,039 90,086 LONG-TERM DEBT 203,042 232,135 DEFERRED INCOME TAXES 33,731 30,733 OTHER LIABILITIES 9,072 10,318 ----------- ----------- TOTAL LIABILITIES 423,884 363,272 ----------- ----------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY Preferred stock: authorized 10,000 shares, none outstanding - - Common stock, $.01 par value: authorized, 271,023 shares; issued and outstanding, 100,030 (2003) and 103,989 (2002) 1,000 1,040 Class B stock, $.01 par value: authorized, 3,000 shares: issued and outstanding, 704 (2003 and 2002) 7 7 Additional paid-in capital 549,777 684,311 Accumulated earnings 287,941 218,981 ----------- ----------- 838,725 904,339 Less treasury stock, at cost; 140 (2003) and 35 (2002) shares (4,228) (1,299) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 834,497 903,040 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,258,381 $ 1,266,312 =========== ===========
See accompanying notes to consolidated financial statements 3 WESTWOOD ONE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts)
Three Months Ended Nine Months Ended September 30, September 30, ------------------ ------------------- 2003 2002 2003 2002 ---- ---- ---- ---- GROSS REVENUES $156,050 $155,738 $455,900 $466,704 Less Agency Commissions 21,370 21,909 62,750 65,767 -------- -------- -------- -------- NET REVENUES 134,680 133,829 393,150 400,937 -------- -------- -------- -------- Operating Costs 83,274 85,268 261,830 263,815 Depreciation and Amortization 2,889 2,879 8,629 8,580 Corporate General and Administrative Expenses 1,735 2,202 5,026 6,003 -------- -------- -------- -------- 87,898 90,349 275,485 278,398 -------- -------- -------- -------- OPERATING INCOME 46,782 43,480 117,665 122,539 Interest Expense 2,546 1,682 7,493 5,117 Other Income (8) (27) (44) (103) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 44,244 41,825 110,216 117,525 INCOME TAXES 16,534 15,123 41,256 42,906 -------- -------- -------- -------- NET INCOME $27,710 $26,702 $68,960 $74,619 ======== ======== ======== ======== NET INCOME PER SHARE: BASIC $ .28 $ .25 $ .68 $ .70 ======== ======== ======== ======== DILUTED $ .27 $ .25 $ .66 $ .68 ======== ======== ======== ======== WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC 100,575 105,962 101,803 106,447 ======== ======== ======== ======== DILUTED 102,868 108,815 104,232 109,638 ======== ======== ======== ========
See accompanying notes to consolidated financial statements. 4 WESTWOOD ONE, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)
Nine Months Ended September 30, ----------------- 2003 2002 ---- ---- CASH FLOW FROM OPERATING ACTIVITIES: Net income $68,960 $74,619 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8,629 8,580 Deferred taxes 2,998 3,028 Other 477 418 ------- ------- 81,064 86,645 Changes in assets and liabilities: Decrease in accounts receivable 7,497 1,273 Decrease in other assets 1,661 1,339 Increase in accounts payable and accrued liabilities 4,366 36,344 ------- ------- Net Cash Provided By Operating Activities 94,588 125,601 ------- ------- CASH FLOW FROM INVESTING ACTIVITIES: Capital expenditures (3,307) (3,298) Acquisition of companies and other (63) (762) ------- ------- Net Cash Used For Investing Activities (3,370) (4,060) ------- ------- CASH PROVIDED BEFORE FINANCING ACTIVITIES 91,218 121,541 ------- ------- CASH FLOW FROM FINANCING ACTIVITIES: Issuance of common stock 5,867 28,024 Borrowings under bank and other long-term obligations 55,000 38,500 Debt repayments and payments of capital lease obligations (419) (247) Repurchase of common stock (145,610) (132,425) Repurchase of warrants from related party - (51,070) --------- -------- NET CASH (USED IN) FINANCING ACTIVITIES (85,162) (117,218) --------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 6,056 4,323 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,371 4,509 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $13,427 $ 8,832 ======== ========
See accompanying notes to consolidated financial statements 5 WESTWOOD ONE, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In thousands, except per share data) NOTE 1 - Basis of Presentation: ------------------------------ The accompanying consolidated balance sheet as of September 30, 2003, the consolidated statements of operations for the three and nine month periods ended September 30, 2003 and 2002 and the consolidated statements of cash flows for the nine months ended September 30, 2003 and 2002 are unaudited, but in the opinion of management include all adjustments necessary for a fair presentation of the financial position and the results of operations for the periods presented. These financial statements should be read in conjunction with the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission. NOTE 2 - Reclassification: ------------------------- Certain prior period amounts have been reclassified to conform to the current presentation. NOTE 3 - Earnings Per Share: --------------------------- Net income per share is computed in accordance with SFAS No. 128. Basic earnings per share excludes all dilution and is calculated using the weighted average number of shares outstanding in the period. Diluted earnings per share reflects the potential dilution that would occur if all financial instruments which may be exchanged for equity securities were exercised or converted to Common Stock. The Company has issued options and warrants which may have a dilutive effect on reported earnings if they were exercised or converted to Common Stock. The following numbers of shares related to options and warrants were added to the basic weighted average shares outstanding to arrive at the diluted weighted average shares outstanding for each period: Three Months Ended Nine Months Ended September 30, September 30, ------------------ ----------------- 2003 2002 2003 2002 ---- ---- ---- ---- Options 2,293 2,853 2,429 2,981 Warrants - - - 210 NOTE 4 - Related Party Transactions: ----------------------------------- The Company has several agreements with Infinity Broadcasting Corporation, a wholly owned subsidiary of Viacom Inc, and its affiliated companies ("Viacom"). Under the terms of a Management Agreement, which expires March 31, 2009, the Company is managed by Viacom. For the three month periods ended September 30, 2003 and 2002 Viacom earned cash compensation of approximately $700 and $1,600, respectively and $2,100 and $4,000, respectively, for the nine month periods under the Management Agreement. In addition to earning cash compensation under the Management Agreement, Viacom was granted warrants to purchase the Company's Common Stock. The fair market value of the warrants issued to Viacom is amortized to expense over the term of the Agreement. For the three month periods ended September 30, 2003 and 2002, amortization expense for the warrants was approximately $350 and $350, respectively and $1,100 and $1,100, respectively, for the nine month periods. In connection with the issuance of warrants to Viacom in May 2002 for management services to be provided to the Company in the future, the Company has reflected the fair value of the warrant issuance of $48,530 as a component of other assets with a corresponding increase to additional paid in capital in the accompanying balance sheet. Upon commencement of the term of the service period to which the warrants relate, the Company will amortize the cost of the warrants issued to operations ratably over the five-year service period. 6 In addition to the Management Agreement, the Company enters into transactions with Viacom in the normal course of business. Such arrangements include a Representation Agreement (including a related News Programming Agreement, a License Agreement and a Technical Services Agreement) to operate the CBS Radio Networks, affiliation agreements with many of Viacom's radio stations and the purchase of programming rights from Viacom. The Management Agreement provides that all transactions between the Company and Viacom or its affiliates must be on a basis that is at least as favorable to the Company as if the transaction were entered into with an independent third party. In addition, subject to specified exceptions, all agreements between the Company and Viacom must be approved by the Company's Board of Directors. For the three month periods ended September 30, 2003 and 2002, the Company incurred expenses aggregating approximately $19,200 and $19,900, respectively, and $60,600 and $57,800, respectively, for the nine month periods for the Representation Agreement, affiliation agreements and the purchase of programming rights from Viacom. NOTE 5 - Debt: ------------- At September 30, 2003 the Company had outstanding borrowings of $200,000 pursuant to its outstanding notes and $85,000 under its bank revolving credit facility. In addition, the Company had available borrowings of $117,500 under its bank revolving credit facility. As the Company's revolving credit facility matures on September 30, 2004, all borrowings under the facility are classified as current. The estimated fair value of the Company's interest rate swaps at September 30, 2003 was $3,042. NOTE 6 - Insurance Settlement: ----------------------------- The Company reached a settlement with its insurance carriers related to business interruption claims attributable to the September 11, 2001 terrorist attacks. Proceeds, which approximate $2,598, were recorded as a reduction of Operating Costs. 7 NOTE 7 - Stock Options: ---------------------- The Company applies APB 25 and related interpretations in accounting for its stock option plans. Accordingly, no compensation expense has been recognized for its plans. For the three and nine-month periods ended September 30, 2003 and 2002, had compensation cost been determined in accordance with the methodology prescribed by SFAS 123, the Company's net income and earnings per share would have been reduced by approximately $2,209 and $2,047 ($.02 per basic and diluted share) for the three month periods, respectively and $6,364 and $6,088 ($.06 per basic and diluted share) for the nine month periods, respectively.
Three Months Ended Sept. 30, Nine Months Ended Sept. 30, ---------------------------- --------------------------- 2003 2002 2003 2002 ---- ---- ---- ---- Net Income as Reported $27,710 $26,702 $68,960 $74,619 Deduct: Total Stock Based Employee Compensation Expense, Net of Tax 2,209 2,047 6,364 6,088 ------- ------- ------- ------- Pro Forma Net Income $25,501 $24,655 $62,596 $68,531 ======= ======= ======= ======= Net Income Per Share: Basic - As Reported $.28 $.25 $.68 $.70 ==== ==== ==== ==== Basic - Pro Forma $.25 $.23 $.62 $.64 ==== ==== ==== ==== Diluted - As Reported $.27 $.25 $.66 $.68 ==== ==== ==== ==== Diluted - Pro Forma $.25 $.23 $.60 $.63 ==== ==== ==== ====
8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (In thousands, except per share amounts) Management's discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related Notes and the Company's Annual Report on Form 10-K for the year ended December 31, 2002. Discussions included herein related to "revenue" or "net revenues" corresponds to the financial statement caption of Net Revenues on the Company's Consolidated Statements of Operations. The principal components of Operating costs are personnel costs (exclusive of corporate personnel), affiliate compensation, broadcast rights fees, program production and distribution costs, sales related expenses (including bad debt expenses, commissions, and promotional and advertising expenses), expenses related to the Company's representation agreement with Viacom and news expenses. Corporate general and administrative expenses are primarily comprised of costs associated with the Viacom Management Agreement, personnel costs and other administrative expenses. Results of Operations --------------------- Three Months Ended September 30, 2003 Compared With Three Months Ended September 30, 2002 ------------------------------------------ Westwood One derives substantially all of its revenue from the sale of advertising time to advertisers. Net revenue increased $851, or 1%, to $134,680 in the third quarter of 2003 from $133,829 in the comparable prior year quarter. Net revenue was affected by a softening of advertiser sales after the commencement of the war with Iraq and the continuing weak economic climate. The increase in the quarter was due principally to higher revenue resulting from increased rates charged for national sports programming ($1,417), partially offset by continued weakness in local revenue associated with traffic and information programming particularly in the Texas and Chicago markets. Operating costs decreased $1,994, or 2%, to $83,274 in the third quarter of 2003 from $85,268 in the third quarter of 2002. The decrease in operating costs was attributable to proceeds from an insurance settlement related to claims attributable to the September 11, 2001 terrorist attacks ($2,598). Excluding this item, operating costs increased $604, or approximately 1%, in the quarter. That increase is primarily attributable to increases in insurance premiums for all coverages ($207) and increased costs to air National Football League programming, partially offset by lower employee related expenses resulting from lower effective commissions earned by the Company's sales personnel. Depreciation and amortization was $2,889 in the third quarter of 2003 compared with $2,879 in the second quarter of 2002. Corporate general and administrative expenses decreased $467, or 21%, to $1,735 in the third quarter of 2003 from $2,202 in the comparable 2002 quarter. The decrease is principally attributable to lower incentive compensation expense to related parties partially offset by higher expenses associated with new corporate governance regulations. 9 Operating income increased $3,302, or 8%, to $46,782 in the third quarter of 2003 from $43,480 in the third quarter of 2002. The increase is principally attributable to an insurance settlement and higher revenue. Interest expense increased 51% to $2,546 in the third quarter of 2003 from $1,682 in 2002. The increase was attributable to higher debt outstanding in the third quarter of 2003 and higher average interest rates as a result of the Company's issuance of $200 million in a combination of 7 and 10-year fixed rate Senior Unsecured Notes in the fourth quarter of 2002. Income tax expense in the third quarter of 2003 was $16,534 compared with $15,123 in the third quarter of 2002. The Company's effective income tax rate was approximately 37.5% in 2003 compared with 36.5% in 2002. The increase in effective income tax rate was principally attributable to higher state taxes resulting from recently enacted tax law changes in the states in which we operate. Net income in the third quarter of 2003 increased $1,009, or 4%, to $27,710 ($.28 per basic share and $.27 per diluted share) from $26,702 ($.25 per basic and diluted share) in the third quarter of 2002. Net income per basic and diluted share rose 9% and 10%, respectively. Weighted average shares outstanding used to compute basic and diluted earnings per share decreased 5% to 100,575 and 102,868, respectively, in the third quarter of 2003 from 105,962 and 108,815 in the third quarter of 2002. The decrease is principally attributable to the Company's stock repurchase program. Nine Months Ended September 30, 2003 Compared With Nine Months Ended September 30, 2002 ----------------------------------------- Net revenue for the first nine months of 2003 decreased $7,787, or 2% to $393,150 from $400,937 in the first nine months of 2002. The decrease in net revenue was attributable to the non-recurrence of approximately $6,000 of revenue associated with the Company's exclusive radio broadcast of the Winter Olympics in 2002, a softening of advertiser sales prior to and immediately after the commencement of the war with Iraq, a weak economic climate that affected primarily local revenue associated with the Company's traffic and information programming (with the Texas, San Francisco and Chicago markets being primarily affected), and reduced revenue of approximately $900 generated from providing governmental entities with traffic information due to the expiration of contracts, partially offset by approximately $3,300 of revenue attributable to new programming. Operating costs were $261,830 in the first nine months of 2003 compared with $263,815 in the first nine months of 2002, a decrease of $1,985, or 1%. Increases in expenses associated with new program offerings, insurance and news costs attributable to coverage of the war with Iraq were offset by the non-recurrence of expenses attributable to the Company's broadcast of the Winter Olympics, an insurance settlement ($2,598), and lower employee related expenses, principally resulting from lower effective commissions earned by the Company's sales personnel. Depreciation and amortization was $8,629 in the first nine months of 2003 as compared with $8,580 in the first nine months of 2002. 10 Corporate general and administrative expenses in the first nine months of 2003 decreased $977, or 16%, to $5,026 from $6,003 in the comparable 2002 period. The decrease is principally attributable to lower incentive compensation expense to a related party partially offset by higher expenses associated with new corporate governance regulations. Operating income decreased $4,874, or 4%, to $117,665 in the first nine months of 2003 from $122,539 in the comparable 2002 period. The decrease was principally attributable to lower revenues in the Company's second quarter of 2003. Interest expense increased 46% to $7,493 in the first nine months of 2003 from $5,117 in the comparable 2002 period. The increase results principally from higher debt levels and higher average interest rates. Net income decreased 8% to $68,960 ($.68 per basic share and $.66 per diluted share) in the first nine months of 2003 from $74,619 ($.70 per basic share and $.68 per diluted share) in the comparable 2002 period. Net income per basic and diluted share decreased 3% in the first nine months of 2003 from the comparable 2002 period. Weighted average shares outstanding used to compute basic and diluted earnings per share decreased approximately 5% to 101,803 and 104,232, respectively, in the first nine months of 2003 compared with 106,447 and 109,638 in the comparable 2002 period. The decrease is principally attributable to the Company's stock repurchase program. LIQUIDITY AND CAPITAL RESOURCES ------------------------------- The business is financed through cash flows from operations and the issuance of debt and equity. The Company continually projects anticipated cash requirements, which include share repurchases, acquisitions, capital expenditures, and principal and interest payments on its outstanding indebtedness, as well as cash flows generated from operating activity available to meet these needs. Any net cash funding requirements are financed with short-term borrowings and long-term debt. At September 30, 2003, the Company's cash and cash equivalents were $13,427, a increase of $6,056 from the December 31, 2002 balance. For the nine months ended September 30, 2003 versus the comparable prior year period, net cash from operating activities decreased $31,013. The reduction is primarily attributable to an increase in cash taxes paid resulting from lower tax benefits from the exercise of stock options and warrants. At September 30, 2003, the Company had available borrowings of $117,500 on its revolving credit facility. Pursuant to the terms of the facility, the amount of available borrowings declines by $7,500 at the end of each quarter in 2003 and $10,000 per quarter in 2004 until its termination date of September 30, 2004. Accordingly all outstanding borrowings under the revolving credit facility have been classified as current on the Company's balance sheet. The Company believes it will be able to replace its maturing revolving credit facility with a new facility prior to its September 30, 2004 expiration, however no assurance can be given that the Company will be successful in replacing the facility. In the event the facility is not replaced, the Company believes its operating cash flows will be sufficient to repay the debt as it becomes due. During 2003, the Company has used its available cash and bank borrowings to repurchase its Common 11 Stock. For the nine months ended September 30, 2003, the Company repurchased approximately 4,412 shares of Common Stock at a cost of $145,610. In the month of October, the Company repurchased an additional 156 shares of Common Stock at a cost of approximately $4,843. The Company's business does not require, and is not expected to require, significant cash outlays for capital expenditures. The Company believes that its cash, other liquid assets, operating cash flows and available bank borrowings, taken together, provide adequate resources to fund ongoing operating requirements. Other Information ----------------- As a result of the extension of the Management Agreement with Viacom that was approved by Shareholders on May 29, 2002, starting with the second quarter of 2004 and through the first quarter of 2009, the Company's quarterly amortization expense will increase by approximately $2,100. The increase will result from the amortization of the $48,530 fair market value of the Viacom warrants issued as part of the extension of the Management Agreement. 12 Item 3. Qualitative and Quantitative Disclosures about Market Risk ------------------------------------------------------------------ In the normal course of business, the Company employs established policies and procedures to manage its exposure to changes in interest rates using financial instruments. The Company uses derivative financial instruments (fixed-to-floating interest rate swap agreements) for the purpose of hedging specific exposures and holds all derivatives for purposes other than trading. All derivative financial instruments held reduce the risk of the underlying hedged item and are designated at inception as hedges with respect to the underlying hedged item. Hedges of fair value exposure are entered into in order to hedge the fair value of a recognized asset, liability, or a firm commitment. In order to achieve a desired proportion of variable and fixed rate debt, in December 2002, the Company entered into a seven year interest rate swap agreement covering $25 million notional value of its outstanding borrowing to effectively float the interest rate at three-month LIBOR plus 74 basis points and two ten year interest rate swap agreements covering $75 million notional value of its outstanding borrowing to effectively float the interest rate at three-month LIBOR plus 80 basis points. These swap transactions allow the Company to benefit from short-term declines in interest rates. The instruments meet all of the criteria of a fair-value hedge. The Company has the appropriate documentation, including the risk management objective and strategy for undertaking the hedge, identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the hedging instrument's effectiveness offsets the exposure to changes in the hedged item's fair value or variability in cash flows attributable to the hedged risk. With respect to the borrowings pursuant to the Company's revolving credit facility, the interest rate on the borrowings is based on the prime rate plus an applicable margin of up to .25%, or LIBOR plus an applicable margin of up to 1.25%, as chosen by the Company. Historically, the Company has typically chosen the LIBOR option with a three month maturity. Every .25% change in interest rates has the effect of increasing or decreasing our annual interest expense by $5,000 for every $2 million of outstanding debt. The Company continually monitors its positions with, and the credit quality of, the financial institutions that are counterparties to its financial instruments, and does not anticipate nonperformance by the counterparties. The Company's receivables do not represent a significant concentration of credit risk due to the wide variety of customers and markets in which the Company operates. Item 4. Controls and Procedures ------------------------------- The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, and have concluded that the Company's disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in our reports filed under the Securities and Exchange Act of 1934. No changes in the Company's internal control over financial reporting occurred during the Company's last fiscal quarter that had materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 13 PART II OTHER INFORMATION Items 1 through 5 These items are not applicable. Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits EXHIBIT NUMBER DESCRIPTION 3.1 Restated Certificate of Incorporation, as filed on October 25, 2002. (14) 3.2 Bylaws of Registrant as currently in effect. (6) 4.1 Note Purchase Agreement, dated December 3, 2002, between Registrant and the Purchasers. (15) *10.1 Employment Agreement, dated April 29, 1998, between Registrant and Norman J. Pattiz. (8) 10.2 Form of Indemnification Agreement between Registrant and its Directors and Executive Officers. (1) 10.3 Amended and Restated Credit Agreement, dated September 30, 1996, between Registrant and The Chase Manhattan Bank and Co-Agents. (6) 10.4 Second Amended and Restated Credit Agreement dated November 17, 2000, between Registrant and The Chase Manhattan Bank and Co-Agents. (12) 10.5 Amendment One dated October 24, 2002 to the Amended and Restated Credit Agreement. (15) 10.6 Purchase Agreement, dated as of August 24, 1987, between Registrant and National Broadcasting Company, Inc. (2) 10.7 Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. dated as of June 1, 1999 (9) *10.8 Amendment No. 1 to the Agreement and Plan Merger, dated as of August 20, 1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks, Inc. (10) 10.9 Management Agreement, dated as of March 30, 1999, and amended on April 15, 2002 between Registrant and Infinity Broadcasting Corporation. (9) (13) 10.10 Representation Agreement, dated as of March 31, 1997, between Registrant and CBS, Inc. (7) (13) 10.11 Westwood One Amended 1999 Stock Incentive Plan. (9) 10.12 Westwood One, Inc. 1989 Stock Incentive Plan. (3) 10.13 Amendments to the Westwood One, Inc. Amended 1989 Stock Incentive Plan. (4) (5) 10.14 Leases, dated August 9, 1999, between Lefrak SBN LP and Westwood One, Inc. and between Infinity and Westwood One, Inc. relating to New York, New York offices. (11) 31.a Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.b Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.a Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.b Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 14 (b) Reports on Form 8-K On July 1, 2003, Registrant filed a current report on Form 8-K updating its financial guidance for 2003. On August 5, 2003, Registrant filed a current report on Form 8-K announcing its second quarter 2003 financial results. ********************************* *Indicates a management contract or compensatory plan (1) Filed as part of Registrant's September 25, 1986 proxy statement and incorporated herein by reference. (2) Filed an exhibit to Registrant's current report on Form 8-K dated September 4, 1987 and incorporated herein by reference. (3) Filed as part of Registrant's March 27, 1992 proxy statement and incorporated herein by reference. (4) Filed as an exhibit to Registrant's July 20, 1994 proxy statement and incorporated herein by reference. (5) Filed as an exhibit to Registrant's May 17, 1996 proxy statement and incorporated herein by reference. (6) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the quarter ended September 30, 1996 and incorporated herein by reference. (7) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 and incorporated herein by reference. (8) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998 and incorporated herein by reference. (9) Filed as an exhibit to Registrant's August 24, 1999 proxy statement and incorporated herein by reference. (10) Filed as an exhibit to Registrant's current report on Form 8-K dated October 1, 1999 and incorporated herein by reference. (11) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and incorporated herein by reference. (12) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference. (13) Filed as an exhibit to Registrant's April 29, 2002 proxy statement and incorporated herein by reference. (14) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference. (15) Filed as an exhibit to Registrant's current report on Form 8-K dated December 3, 2002 and incorporated herein by reference. 15 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 thereunto duly authorized. WESTWOOD ONE, INC. By:/S/ Shane Coppola ------------------------- Shane Coppola Chief Executive Officer By: /S/ Jacques Tortoroli ------------------------- Jacques Tortoroli Chief Financial Officer Dated: November 14, 2003 16