e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
þ |
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2010
Or
o |
|
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: 1-1969
ARBITRON INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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52-0278528
(I.R.S. Employer Identification No.) |
9705 Patuxent Woods Drive
Columbia, Maryland 21046
(Address of principal executive offices) (Zip Code)
(410) 312-8000
(Registrants 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large Accelerated Filer o
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Accelerated Filer þ
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Non-Accelerated Filer o
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Smaller Reporting Company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The registrant had 26,617,376 shares of common stock, par value $0.50 per share, outstanding
as of April 30, 2010.
Arbitron owns or has the rights to various trademarks, trade names or service marks used in
its radio audience measurement business and subsidiaries, including the following: the Arbitron
name and logo, ArbitrendsSM, RetailDirect®, RADAR®,
TapscanTM, Tapscan WorldWideTM,
LocalMotion®, Maximi$er®, Maximi$er® Plus, Arbitron PD
Advantage®, SmartPlus®, Arbitron Portable People MeterTM,
PPMTM, Arbitron PPM®, Marketing Resources Plus®, MRPSM,
PrintPlus®, MapMAKER DirectSM, Media ProfessionalSM, Media
Professional PlusSM, QualitapSM and Schedule-ItSM.
The trademarks Windows® and Media Rating Council® are the registered
trademarks of others.
We routinely post important information on our website at www.arbitron.com. Information
contained on our website is not part of this quarterly report.
3
ARBITRON INC.
Consolidated Balance Sheets
(In thousands, except par value data)
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March 31, |
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December 31, |
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2010 |
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2009 |
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(Unaudited) |
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(Audited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
11,987 |
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$ |
8,217 |
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Trade accounts receivable, net of allowance for doubtful accounts of
$4,784 as of March 31, 2010, and $4,708 as of December 31, 2009 |
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56,915 |
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52,607 |
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Prepaid expenses and other current assets |
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8,828 |
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9,373 |
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Deferred tax assets |
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5,155 |
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4,982 |
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Total current assets |
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82,885 |
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75,179 |
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Equity and other investments |
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11,457 |
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16,938 |
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Property and equipment, net |
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66,816 |
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67,903 |
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Goodwill, net |
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38,500 |
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38,500 |
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Other intangibles, net |
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5,268 |
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809 |
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Noncurrent deferred tax assets |
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4,006 |
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4,130 |
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Other noncurrent assets |
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586 |
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370 |
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Total assets |
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$ |
209,518 |
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$ |
203,829 |
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Liabilities and Stockholders Equity |
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Current liabilities |
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Accounts payable |
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$ |
14,016 |
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$ |
14,463 |
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Accrued expenses and other current liabilities |
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23,652 |
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28,305 |
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Deferred revenue |
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40,555 |
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43,148 |
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Total current liabilities |
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78,223 |
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85,916 |
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Long-term debt |
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68,000 |
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68,000 |
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Other noncurrent liabilities |
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20,040 |
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19,338 |
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Total liabilities |
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166,263 |
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173,254 |
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Commitments and contingencies |
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Stockholders equity |
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Preferred stock, $100.00 par value, 750 shares authorized, no
shares issued |
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Common stock, $0.50 par value, 500,000 shares authorized,
32,338 shares issued as of March 31, 2010, and December 31, 2009 |
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16,169 |
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16,169 |
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Net distributions to parent prior to March 30, 2001 spin-off |
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(239,042 |
) |
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(239,042 |
) |
Retained earnings subsequent to spin-off |
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279,260 |
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267,305 |
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Common stock held in treasury, 5,721 shares as of March 31, 2010, and
5,750 shares as of December 31, 2009 |
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(2,861 |
) |
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(2,875 |
) |
Accumulated other comprehensive loss |
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(10,271 |
) |
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(10,982 |
) |
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Total stockholders equity |
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43,255 |
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30,575 |
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Total liabilities and stockholders equity |
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$ |
209,518 |
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$ |
203,829 |
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See accompanying notes to consolidated financial statements.
4
ARBITRON INC.
Consolidated Statements of Income
(In thousands, except per share data)
(unaudited)
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Three Months Ended |
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March 31, |
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2010 |
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2009 |
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Revenue |
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$ |
95,896 |
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$ |
98,489 |
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Costs and expenses |
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Cost of revenue |
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43,153 |
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39,529 |
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Selling, general and administrative |
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17,641 |
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18,424 |
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Research and development |
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9,909 |
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9,306 |
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Restructuring and reorganization |
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8,171 |
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Total costs and expenses |
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70,703 |
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75,430 |
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Operating income |
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25,193 |
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23,059 |
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Equity in net loss of affiliate |
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(2,531 |
) |
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(3,000 |
) |
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Income before interest and income tax expense |
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22,662 |
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20,059 |
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Interest income |
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2 |
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19 |
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Interest expense |
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265 |
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333 |
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Income before income tax expense |
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22,399 |
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19,745 |
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Income tax expense |
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8,651 |
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7,404 |
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Net income |
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$ |
13,748 |
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$ |
12,341 |
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Income per weighted-average common share |
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Basic |
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$ |
0.52 |
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$ |
0.47 |
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Diluted |
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$ |
0.51 |
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$ |
0.46 |
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Weighted-average common shares used in calculations |
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Basic |
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26,593 |
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26,431 |
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Potentially dilutive securities |
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331 |
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114 |
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Diluted |
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26,924 |
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26,545 |
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Dividends declared per common share outstanding |
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$ |
0.10 |
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$ |
0.10 |
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See accompanying notes to consolidated financial statements.
5
ARBITRON INC.
Consolidated Statements of Cash Flows
(In thousands and unaudited)
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Three Months Ended March 31, |
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2010 |
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2009 |
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Cash flows from operating activities |
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Net income |
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$ |
13,748 |
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$ |
12,341 |
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Adjustments to reconcile net income to net cash provided by operating activities |
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Depreciation and amortization of property and equipment |
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6,475 |
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5,188 |
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Amortization of intangible assets |
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41 |
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35 |
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Loss on asset disposals |
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635 |
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543 |
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Loss on retirement plan lump-sum settlements |
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1,212 |
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Reduced tax benefits on share-based awards |
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(168 |
) |
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(613 |
) |
Deferred income taxes |
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(508 |
) |
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(392 |
) |
Equity in net loss of affiliate |
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2,531 |
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3,000 |
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Distributions from affiliate |
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2,950 |
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3,501 |
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Bad debt expense |
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76 |
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|
363 |
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Non-cash share-based compensation |
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|
1,065 |
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|
1,883 |
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Changes in operating assets and liabilities |
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Trade accounts receivable |
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(4,384 |
) |
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|
3,368 |
|
Prepaid expenses and other current assets |
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(129 |
) |
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(3,348 |
) |
Accounts payable |
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|
2,216 |
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(4,327 |
) |
Accrued expenses and other current liabilities |
|
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(4,674 |
) |
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|
1,673 |
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Deferred revenue |
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(2,593 |
) |
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(10,957 |
) |
Other noncurrent liabilities |
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617 |
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368 |
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Net cash provided by operating activities |
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19,110 |
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|
12,626 |
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Cash flows from investing activities |
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Additions to property and equipment |
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(4,803 |
) |
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|
(7,808 |
) |
License of other intangible assets |
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(4,500 |
) |
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Net cash used in investing activities |
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|
(9,303 |
) |
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(7,808 |
) |
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Cash flows from financing activities |
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Proceeds from stock option exercises and stock purchase plan |
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452 |
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|
476 |
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Dividends paid to stockholders |
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(2,661 |
) |
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(2,640 |
) |
Decrease in bank overdraft payables |
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(3,833 |
) |
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Borrowings under Credit Facility |
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|
5,000 |
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|
3,000 |
|
Payments under Credit Facility |
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(5,000 |
) |
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(10,000 |
) |
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Net cash used in financing activities |
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|
(6,042 |
) |
|
|
(9,164 |
) |
|
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Effect of exchange rate changes on cash and cash equivalents |
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5 |
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(44 |
) |
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Net change in cash and cash equivalents |
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|
3,770 |
|
|
|
(4,390 |
) |
Cash and cash equivalents at beginning of period |
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|
8,217 |
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|
8,658 |
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|
Cash and cash equivalents at end of period |
|
$ |
11,987 |
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$ |
4,268 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
6
ARBITRON INC.
Notes to Consolidated Financial Statements
March 31, 2010
(unaudited)
1. Basis of Presentation and Consolidation
Presentation
The accompanying unaudited consolidated financial statements of Arbitron Inc. (the Company
or Arbitron) have been prepared in accordance with U.S. generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S.
generally accepted accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for fair presentation have been included and are
of a normal recurring nature. The consolidated balance sheet as of December 31, 2009, was audited
at that date, but all of the information and notes as of December 31, 2009, required by U.S.
generally accepted accounting principles have not been included in this Form 10-Q. For further
information, refer to the consolidated financial statements and notes thereto included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2009.
Consolidation
The consolidated financial statements of the Company for the three-months ended March 31,
2010, reflect the consolidated financial position, results of operations and cash flows of the
Company and its subsidiaries: Arbitron Holdings Inc., Ceridian Infotech (India) Private Limited,
Arbitron International, LLC and Arbitron Technology Services India Private Limited. All significant
intercompany balances have been eliminated in consolidation. Certain amounts in the consolidated
financial statements for prior periods have been reclassified to conform to the current periods
presentation.
7
2. Long-Term Debt
On December 20, 2006, the Company entered into an agreement with a consortium of lenders to
provide up to $150.0 million of financing to the Company through a five-year, unsecured revolving
credit facility (the Credit Facility). The agreement contains an expansion feature for the
Company to increase the total financing available under the Credit Facility by up to $50.0 million
to an aggregate of $200.0 million. Such increased financing would be provided by one or more
existing Credit Facility lending institutions, subject to the approval of the lending banks, and/or
in combination with one or more new lending institutions, subject to the approval of the Credit
Facilitys administrative agent. As of both March 31, 2010, and December 31, 2009, the outstanding
borrowings under the Credit Facility were $68.0 million.
The Credit Facility has two borrowing options, a Eurodollar rate option or an alternate base
rate option, as defined in the Credit Facility agreement. Under the Eurodollar option, the Company
may elect interest periods of one, two, three or six months at the inception date and each renewal
date. Borrowings under the Eurodollar option bear interest at the London Interbank Offered Rate
(LIBOR) plus a margin of 0.575% to 1.25%. Borrowings under the base rate option bear interest at
the higher of the lead lenders prime rate or the Federal Funds rate plus 50 basis points, plus a
margin of 0.00% to 0.25%. The specific margins, under both options, are determined based on the
Companys ratio of indebtedness to earnings before interest, income taxes, depreciation,
amortization and non-cash share-based compensation, and is adjusted every 90 days. The Credit
Facility agreement contains a facility fee provision whereby the Company is charged a fee, ranging
from 0.175% to 0.25%, applied to the total amount of the commitment.
Interest paid during the three-month periods ended March 31, 2010, and 2009, was $0.2 million
and $0.3 million, respectively. Interest capitalized during the three-month periods ended March 31,
2010, and 2009, was less than $0.1 million and $0.1 million, respectively. Non-cash amortization of
deferred financing costs classified as interest expense during each of the three-month periods
ended March 31, 2010, and 2009, was less than $0.1 million. The interest rate on outstanding
borrowings as of March 31, 2010, and December 31, 2009, was .82% and 1.03%, respectively.
The Credit Facility contains certain financial covenants, and limits, among other things, the
Companys ability to sell certain assets, incur additional indebtedness, and grant or incur liens
on its assets. The material debt covenants under the Companys Credit Facility include both a
maximum leverage ratio (leverage ratio) and a minimum interest coverage ratio (interest coverage
ratio). The leverage ratio is a non-GAAP financial measure equal to the amount of the Companys
consolidated total indebtedness, as defined in the Credit Facility, divided by a contractually
defined adjusted Earnings Before Interest, Taxes, Depreciation and Amortization and non-cash
compensation (Consolidated EBITDA) for the trailing 12-month period. The interest coverage ratio
is a non-GAAP financial measure equal to the same contractually defined Consolidated EBITDA divided
by total interest expense. Both ratios are designed as measures of the Companys ability to meet
current and future obligations. As of March 31, 2010, based upon these financial covenants, there
was no default or limit on the Companys ability to borrow the unused portion of the Credit
Facility.
The Credit Facility also contains customary events of default, including nonpayment and breach
covenants. In the event of default, repayment of borrowings under the Credit Facility, as well as
the payment of accrued interest and fees, could be accelerated. The Credit Facility also contains
cross default provisions whereby a default on any material indebtedness, as defined in the Credit
Facility, could result in the acceleration of our outstanding debt and the termination of any
unused commitment under the Credit Facility. The Company currently has no outstanding debt other
than those associated with borrowings under the Credit Facility. In addition, a default may result
in the application of higher rates of interest on the amounts due.
8
3. Stockholders Equity
Changes in stockholders equity for the three months ended March 31, 2010, were as follows (in
thousands):
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|
Net Distributions |
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|
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|
|
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|
to Parent |
|
|
Retained |
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
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|
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Prior to |
|
|
Earnings |
|
|
Other |
|
|
Total |
|
|
|
Shares |
|
|
Common |
|
|
Treasury |
|
|
March 30, 2001 |
|
|
Subsequent |
|
|
Comprehensive |
|
|
Stockholders |
|
|
|
Outstanding |
|
|
Stock |
|
|
Stock |
|
|
Spin-off |
|
|
to Spin-off |
|
|
Loss |
|
|
Equity |
|
|
|
|
Balance as of December 31, 2009 |
|
|
26,588 |
|
|
$ |
16,169 |
|
|
$ |
(2,875 |
) |
|
$ |
(239,042 |
) |
|
$ |
267,305 |
|
|
$ |
(10,982 |
) |
|
$ |
30,575 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,748 |
|
|
|
|
|
|
|
13,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued from
treasury stock |
|
|
29 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
(31 |
) |
|
|
|
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reduced tax benefits from
share-based awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(168 |
) |
|
|
|
|
|
|
(168 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,065 |
|
|
|
|
|
|
|
1,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,659 |
) |
|
|
|
|
|
|
(2,659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
711 |
|
|
|
711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2010 |
|
|
26,617 |
|
|
$ |
16,169 |
|
|
$ |
(2,861 |
) |
|
$ |
(239,042 |
) |
|
$ |
279,260 |
|
|
$ |
(10,271 |
) |
|
$ |
43,255 |
|
|
|
|
A quarterly cash dividend of $0.10 per common share was paid to stockholders on April 1, 2010.
9
4. Net Income per Weighted-Average Common Share
The computations of basic and diluted net income per weighted-average common share for the
three-month periods ended March 31, 2010, and 2009, are based on the Companys weighted-average
shares of common stock and potentially dilutive securities outstanding.
Potentially dilutive securities are calculated in accordance with the treasury stock method,
which assumes that the proceeds from the exercise of all stock options are used to repurchase the
Companys common stock at the average market price for the period. As of March 31, 2010, and 2009,
there were options to purchase 2,785,099 and 2,048,400 shares, respectively, of the Companys
common stock outstanding, of which options to purchase 1,380,122 and 2,047,270 shares of the
Companys common stock, respectively, were excluded from the computation of diluted net income per
weighted-average common share for the quarter ended March 31, 2010, and 2009, respectively, either
because the options exercise prices were greater than the average market price of the Companys
common shares or assumed repurchases from proceeds from the options exercise were potentially
antidilutive.
The Company elected to use the short-cut method of determining its initial hypothetical tax
benefit windfall pool, and the assumed proceeds associated with the entire amount of tax benefits
for share-based awards granted prior to January 1, 2006, were used in the diluted shares
computation. For share-based awards granted subsequent to the January 1, 2006, the assumed proceeds
for the related excess tax benefits, if any, were also used in the diluted shares computation.
10
5. Comprehensive Income and Accumulated Other Comprehensive Loss
The Companys comprehensive income is comprised of net income, changes in foreign currency
translation adjustments, and changes in retirement liabilities, net of tax (expense) benefits. The
components of comprehensive income were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
Net income |
|
$ |
13,748 |
|
|
$ |
12,341 |
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in foreign
currency translation
adjustment |
|
|
26 |
|
|
|
(79 |
) |
|
|
|
|
|
|
|
|
|
Change in retirement
liabilities, net of tax
expense of $442, and
$159 for the three
months ended March 31,
2010, and 2009,
respectively |
|
|
685 |
|
|
|
239 |
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
711 |
|
|
|
160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
14,459 |
|
|
$ |
12,501 |
|
|
|
|
|
|
|
|
The components of accumulated other comprehensive loss were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
Foreign currency translation adjustment |
|
$ |
(284 |
) |
|
$ |
(310 |
) |
Retirement liabilities, net of taxes |
|
|
(9,987 |
) |
|
|
(10,672 |
) |
|
|
|
|
|
|
|
Accumulated other comprehensive loss |
|
$ |
(10,271 |
) |
|
$ |
(10,982 |
) |
|
|
|
|
|
|
|
11
6. Prepaids and Other Current Assets
Prepaids and other current assets as of March 31, 2010, and December 31, 2009, consist of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
Survey participant incentives and prepaid postage |
|
$ |
3,300 |
|
|
$ |
2,172 |
|
Prepaid Scarborough royalty |
|
|
2,361 |
|
|
|
|
|
Other |
|
|
1,978 |
|
|
|
2,810 |
|
Insurance recovery receivables |
|
|
1,189 |
|
|
|
4,391 |
|
|
|
|
|
|
|
|
Prepaids and other current assets |
|
$ |
8,828 |
|
|
$ |
9,373 |
|
|
|
|
|
|
|
|
During 2008, the Company became involved in two securities law civil actions and a
governmental interaction primarily related to the commercialization of our PPM service, which the
management of the Company believes are covered by the Companys Directors and Officers insurance
policy. As of March 31, 2010, and December 31, 2009, the Company incurred-to-date approximately
$9.1 million and $8.8 million, respectively, in legal fees and costs in defense of its positions
related thereto.
The Company reported $0.3 million and $1.0 million in estimated gross insurance recoveries as
reductions to selling, general and administrative expense during the three-month periods ended
March 31, 2010, and 2009, respectively. These reductions partially offset the $0.3 million and
$1.2 million in related legal fees recorded during the three-month periods ended March 31, 2010,
and 2009, respectively. As of March 31, 2010, the Company has received $5.6 million in insurance
reimbursements related to these legal actions and estimated that an additional $0.3 million of the
aggregate costs and expenses were probable for recovery under its Director and Officer insurance
policy.
During 2009 and 2008, the Company incurred $2.7 million in business interruption losses and
damages as a result of Hurricane Ike. As of March 31, 2010, approximately $0.5 million in insurance
reimbursements were received. As of March 31, 2010, and December 31, 2009, the Company estimated
that an additional $0.9 million in reimbursements are probable for future receipt under the
Companys insurance policy.
7. Equity and Other Investments
The Companys equity and other investments consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
Scarborough |
|
$ |
8,057 |
|
|
$ |
13,538 |
|
|
|
|
|
|
|
|
Equity investments |
|
|
8,057 |
|
|
|
13,538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRA preferred stock |
|
|
3,400 |
|
|
|
3,400 |
|
|
|
|
|
|
|
|
Other investments |
|
|
3,400 |
|
|
|
3,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity and other investments |
|
$ |
11,457 |
|
|
$ |
16,938 |
|
|
|
|
|
|
|
|
The Companys 49.5% investment in Scarborough Research (Scarborough), a Delaware general
partnership, is accounted for using the equity method of accounting. The Companys preferred stock
investment in TRA Global, Inc., a Delaware corporation (TRA), is accounted for using the cost
method of accounting. The Company invested $3.4 million in TRA in May 2009. See Note 15 Financial
Instruments for further information regarding the Companys TRA investment as of March 31, 2010.
12
The following table shows the investment activity and balances for each of the Companys
investments for the three-month periods ended as of March 31, 2010, and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Investment Activity (in thousands) |
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
|
March 31, 2010 |
|
|
March 31, 2009 |
|
|
|
Scarborough |
|
|
TRA |
|
|
Total |
|
|
Scarborough |
|
|
TRA |
|
|
Total |
|
|
|
|
|
|
Beginning balance |
|
$ |
13,538 |
|
|
$ |
3,400 |
|
|
$ |
16,938 |
|
|
$ |
14,901 |
|
|
$ |
|
|
|
$ |
14,901 |
|
Investment loss |
|
|
(2,531 |
) |
|
|
|
|
|
|
(2,531 |
) |
|
|
(3,000 |
) |
|
|
|
|
|
|
(3,000 |
) |
Distributions from investee |
|
|
(2,950 |
) |
|
|
|
|
|
|
(2,950 |
) |
|
|
(3,501 |
) |
|
|
|
|
|
|
(3,501 |
) |
|
|
|
|
|
Ending balance at March 31 |
|
$ |
8,057 |
|
|
$ |
3,400 |
|
|
$ |
11,457 |
|
|
$ |
8,400 |
|
|
$ |
|
|
|
$ |
8,400 |
|
|
|
|
|
|
8. Acquisition of Other Intangible Asset
During the three months ended March 31, 2010, the Company entered into a licensing arrangement
with Digimarc Corporation (Digimarc) to receive a non-exclusive, worldwide and irrevocable
license to a substantial portion of Digimarcs domestic and international patent portfolio. The
Company paid $4.5 million for this intangible asset, which will be amortized over 7.0 years.
9. Contingencies
During 2009 and 2008, the Company was involved in a number of significant legal actions and
governmental interactions primarily related to the commercialization of our PPM service. A
contingent loss in the amount of $0.5 million for these claims is recorded within accrued expenses
and other current liabilities on the Companys consolidated balance sheet as of March 31, 2010, and
December 31, 2009.
10. Restructuring and Reorganization Initiative
During the first quarter of 2009, the Company implemented a restructuring, reorganization and
expense reduction plan (the Plan). The Plan included reducing the Companys full-time workforce
by approximately 10 percent. The Company incurred $10.0 million of restructuring charges, related
principally to severance, termination benefits, outplacement support, retirement plan settlement
charges and certain other expenses that were incurred as part of the Plan. No additional charges
are expected to be incurred.
13
The following table presents additional information regarding the restructuring and
reorganization activity for the three-month periods ended March 31, 2010, and 2009 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
For the Three |
|
|
|
Months Ended |
|
|
Months Ended |
|
Restructuring and Reorganization |
|
March 31, 2010 |
|
|
March 31, 2009 |
|
Beginning liability |
|
$ |
482 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Costs incurred and charged to expense |
|
|
|
|
|
|
8,171 |
|
|
|
|
|
|
|
|
|
|
Costs paid during the period |
|
|
(251 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending liability as of March 31 |
|
$ |
231 |
|
|
$ |
8,156 |
|
|
|
|
|
|
|
|
The ending restructuring and reorganization liability balance noted above, is recorded within
the accrued expenses and other current liabilities on the Companys consolidated balance sheet as
of March 31, 2010, and December 31, 2009.
11. Retirement Plans
Certain of the Companys United States employees participate in a defined-benefit pension plan
that closed to new participants effective January 1, 1995. The Company subsidizes healthcare
benefits for eligible retired employees who participate in the pension plan and were hired before
January 1, 1992. The Company also sponsors two nonqualified, unfunded supplemental retirement
plans.
The components of periodic benefit costs for the defined-benefit pension, postretirement and
supplemental retirement plans were as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Defined-Benefit |
|
|
Postretirement |
|
|
Supplemental |
|
|
|
Pension Plan |
|
|
Plan |
|
|
Retirement Plans |
|
|
|
Three Months |
|
|
Three Months |
|
|
Three Months |
|
|
|
Ended March 31, |
|
|
Ended March 31, |
|
|
Ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
Service cost |
|
$ |
183 |
|
|
$ |
222 |
|
|
$ |
10 |
|
|
$ |
12 |
|
|
$ |
4 |
|
|
$ |
41 |
|
Interest cost |
|
|
471 |
|
|
|
476 |
|
|
|
22 |
|
|
|
23 |
|
|
|
59 |
|
|
|
90 |
|
Expected return on plan assets |
|
|
(534 |
) |
|
|
(577 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of prior service
cost (credit) |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
Amortization of net loss |
|
|
263 |
|
|
|
249 |
|
|
|
9 |
|
|
|
11 |
|
|
|
42 |
|
|
|
139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
383 |
|
|
$ |
376 |
|
|
$ |
41 |
|
|
$ |
46 |
|
|
$ |
105 |
|
|
$ |
265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement loss |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1,212 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the first quarter of 2010, the Company recognized a $1.2 million settlement loss as a
result of a lump sum distribution paid to a supplemental retirement plan participant which exceeded
the service and interest components incurred for that plan during the three months ended March 31,
2010.
The Company estimates that it will contribute $5.1 million to its defined benefit plans during
2010.
14
12. Taxes
The effective tax rate increased to 38.6% for the three months ended March 31, 2010, from
37.5% for the three months ended March 31, 2009, primarily to reflect the decreased benefit of the
expired research and experimentation Federal income tax credit.
During 2010, the Companys net unrecognized tax benefits for certain tax contingencies
increased from $2.2 million as of December 31, 2009, to $2.3 million as of March 31, 2010. If
recognized, the $2.3 million in unrecognized tax benefits would reduce the Companys effective tax
rate in future periods.
Income taxes paid were $0.2 million for both three-month periods ended March 31, 2010, and
2009.
13. Share-Based Compensation
The following table sets forth information with regard to the income statement recognition of
share-based compensation (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2010 |
|
|
2009 |
|
Cost of revenue |
|
$ |
89 |
|
|
$ |
30 |
|
Selling, general and administrative |
|
|
922 |
|
|
|
1,855 |
|
Research and development |
|
|
54 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
$ |
1,065 |
|
|
$ |
1,883 |
|
|
|
|
|
|
|
|
There was no capitalized share-based compensation cost recorded during the three-month periods
ended March 31, 2010, and 2009.
The Companys policy for issuing shares upon option exercise, or vesting of its share awards
and/or conversion of deferred stock units under all of the Companys stock incentive plans is to
issue new shares of common stock, unless treasury stock is available at the time of exercise or
conversion.
Stock Options
Stock options awarded to employees under the 1999 and 2001 Stock Incentive Plans and the 2008
Equity Compensation Plan (referred to herein collectively as the SIPs) generally vest annually
over a three-year period, have a 10-year term and have an exercise price of not less than the fair
market value of the Companys common stock at the date of grant. Stock options granted to directors
under the SIPs generally vest on the date of grant, are generally exercisable six months after the
date of grant, have a 10-year term and an exercise price not less than the fair market value of the
Companys common stock at the date of grant. For stock options granted prior to 2010, the Companys
stock option agreements generally provide for accelerated vesting if there is a change in control
of the Company. Effective for stock options granted after 2009, the Companys stock option
agreements provide for accelerated vesting if (i) there is a change in control of the Company and
(ii) the participants employment terminates during the 24-month period following the effective
date of the change in control for one of the reasons specified in the stock option agreement.
The Company uses historical data to estimate future option exercises and employee terminations
in order to determine the expected term of the stock option; identified groups of optionholders
that have similar historical exercise behavior are considered separately for valuation purposes.
The expected term of stock options granted represents the period of time that such stock options
are expected to be outstanding. The expected term can vary for certain groups of optionholders
exhibiting different behavior. The risk-free rate for periods within the contractual life of the
stock option is based on the U.S. Treasury strip bond yield curve in effect at the time of grant.
Expected volatilities are based on the historical volatility of the Companys common stock. The
fair value of each stock option
15
granted to employees and nonemployee directors during the
three-month periods ended March 31, 2010, and 2009, was estimated on the date of grant using a
Black-Scholes stock option valuation model.
For the three-month periods ended March 31, 2010 and 2009, the number of stock options granted
was 288,544 and 384,504, respectively, and the weighted-average exercise price for those stock
options granted was $22.84 and $15.05, respectively.
As of March 31, 2010, there was $6.6 million in total unrecognized compensation cost related
to stock options granted under the SIPs. This aggregate unrecognized cost is expected to be
recognized over a weighted-average period of 2.2 years. The weighted-average exercise price and
weighted-average remaining contractual term for outstanding stock options as of March 31, 2010,
were $29.79 and 7.35 years, respectively, and as of March 31, 2009, $35.19 and 6.47 years,
respectively.
Nonvested Stock Awards
Service awards. The Companys nonvested service awards vest over four or five years on either
a monthly or annual basis. Compensation expense is recognized on a straight-line basis using the
fair market value of the Companys common stock on the date of grant as the nonvested service
awards vest. For those awards granted prior to 2010, the Companys nonvested service awards
generally provide for accelerated vesting if there is a change in control of the Company. Effective
for nonvested service awards granted after 2009, the Companys awards provide for accelerated
vesting if (i) there is a change in control of the Company and (ii) the participants employment
terminates during the 24-month period following the effective date of the change in control for one
of the reasons specified in the restricted stock unit agreement.
As of March 31, 2010, there was $5.0 million of total unrecognized compensation cost related
to nonvested service awards granted under the SIPs. This aggregate unrecognized cost for nonvested
service awards is expected to be recognized over a weighted-average period of 2.6 years. Additional
information for the three-month periods ended March 31, 2010, and 2009, is noted in the following
table (dollars in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Three Months Ended |
|
|
March 31, 2010 |
|
March 31, 2009 |
Number of nonvested
service award shares
granted |
|
|
|
|
|
|
101,539 |
|
|
|
|
|
|
|
|
|
|
Weighted average
grant-date fair value
per share |
|
|
|
|
|
$ |
14.98 |
|
|
|
|
|
|
|
|
|
|
Fair value of service
award shares vested |
|
$ |
723 |
|
|
$ |
649 |
|
Performance awards. During the three-month period ended March 31, 2010, the Company granted
nonvested performance awards, which (i) were issued at the fair market value of the Companys
common stock on the date of grant, (ii) will expire without vesting if the performance measure is
not satisfied by the first anniversary date of the grant, and (iii) will, if the performance
measure is satisfied, vest in four equal annual installments beginning on the anniversary date of
the grant. The Companys nonvested performance awards provide for accelerated vesting if (i) there
is a change in control of the Company and (ii) the participants employment terminates during the
24-month period following the effective date of the change in control for one of the reasons
specified in the performance-based restricted stock unit agreement.
Compensation expense is recognized using the fair market value of the Companys common stock
on the date of grant as the nonvested performance awards vest and under the assumption that the
performance goal will be achieved. If such goal is not met, no compensation cost is recognized and
any recognized compensation cost is reversed.
16
As of March 31, 2010, there was $1.1 million of total unrecognized compensation cost related
to nonvested performance awards granted under the SIPs. This aggregate unrecognized cost is
expected to be recognized over a weighted-average period of 3.7 years. During the three months
ended March 31, 2010, 51,923 shares of nonvested performance awards were granted at a weighted
average grant-date fair value per share of $22.17. No shares of performance awards have vested as
of March 31, 2010. No such performance awards were granted during 2009.
Deferred Stock Units
Service award grant to CEO. A deferred stock unit service award was issued by the Company at
the fair market value of the Companys stock on the date of grant, and vests annually over a four
year period on each anniversary date of the date of grant. The deferred stock unit award is
convertible, to shares of the Companys common stock, subsequent to termination of employment. The
Companys deferred stock unit service award provides for accelerated vesting upon termination
without cause or retirement as defined in the CEOs employment agreement.
As of March 31, 2010, there was $1.4 million of total unrecognized compensation cost related
to this deferred stock unit service award. This aggregate unrecognized cost is expected to be
recognized over a weighted-average period of 1.8 years.
Performance award grant to CEO. During the three-month period ended March 31, 2010, the
Company granted deferred stock unit performance award which (i) was issued at the fair market value
of the Companys common stock on the date of grant, (ii) will expire without vesting if the
performance measure is not satisfied by the first anniversary date of the grant, (iii) will, if the
performance measure is satisfied, vest in four equal annual installments beginning on the
anniversary date of the grant, and (iv) provides for accelerated vesting upon termination without
cause or retirement as defined in the CEOs employment agreement.. This deferred stock unit
performance award is convertible to shares of the Companys common stock, subsequent to termination
of employment.
As of March 31, 2010, there was $0.5 million of total unrecognized compensation cost related
to the deferred stock unit performance award granted under the SIPs to the Companys CEO. This
aggregate unrecognized cost is expected to be recognized over a weighted-average period of 1.8
years.
Awards for service on Board of Directors (Board). Deferred stock units granted to continuing
nonemployee vest immediately upon grant, are convertible to shares of common stock subsequent to
their termination of service as a director, and are issued at the fair market value of the
Companys stock upon the date of grant. Initial grants issued to new directors vest annually over
three years. As of March 31, 2010, there was $0.1 million of total unrecognized compensation cost
related to deferred stock units granted under the SIPs to nonemployee directors. This aggregate
unrecognized cost is expected to be recognized over a weighted-average period of 2.8 years.
17
Other deferred stock unit (DSU) information for the three-month periods ended March 31,
2010, and 2009, is noted in the following table (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Three Months Ended |
|
|
March 31, 2010 |
|
March 31, 2009 |
Service DSU award granted to CEO |
|
|
60,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance DSU award granted to CEO |
|
|
23,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DSU awards granted for Board service |
|
|
6,159 |
|
|
|
5,407 |
|
|
|
|
|
|
|
|
|
|
Fair value of DSU shares vested |
|
$ |
44 |
|
|
$ |
80 |
|
14. Concentration Risk
Arbitron is a leading media and marketing information services firm, primarily serving radio,
cable television, advertising agencies, advertisers, retailers, out-of-home media, online media
and, through the Companys Scarborough joint venture with The Nielsen Company, broadcast television
and print media. The Companys quantitative radio audience ratings revenue and related software
licensing revenue accounted for the following percentages, in the aggregate, of total Company
revenue:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
March 31, |
|
|
2010 |
|
2009 |
Quantitative radio audience estimates
and related software licensing |
|
|
98 |
% |
|
|
98 |
% |
The Company had one customer that individually represented 19% of its annual revenue for the
year ended December 31, 2009. The Company had two customers that individually represented 23% and
10% of its total accounts receivable as of March 31, 2010, and one customer that individually
represented 24% of its total accounts receivable as of December 31, 2009. The Company has
historically experienced a high level of contract renewals.
15. Financial Instruments
Fair values of accounts receivable and accounts payable approximate carrying values due to
their short-term nature. The Company believes that the fair value of the TRA investment, which was
made in May 2009, approximates its carrying value of $3.4 million as of March 31, 2010. Due to the
floating rate nature of the Companys revolving obligation under its Credit Facility, the fair
values of the $68.0 million in outstanding borrowings as of both March 31, 2010, and December 31,
2009, also approximate their carrying amounts.
18
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our consolidated financial
statements and the notes thereto in this Quarterly Report on Form 10-Q.
This Quarterly Report on Form 10-Q 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, intends, 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 maintain and promote industry usage of our services, a critical mass of
broadcaster encoding, and the proper understanding of our audience measurement services and
methodology in light of governmental actions, including investigation, regulation,
legislation or litigation, customer or industry group activism, or adverse community or
public relations efforts; |
|
|
|
|
complete the Media Rating Council, Inc. (MRC) audits of our local market Arbitron
Portable People Metertm (PPMtm) ratings services
in a timely manner and successfully obtain and/or maintain MRC accreditation for our
audience measurement services; |
|
|
|
|
successfully commercialize our PPM service; |
|
|
|
|
design, recruit and maintain PPM panels that appropriately balance research quality,
panel size and operational cost; |
|
|
|
|
absorb costs related to legal proceedings and governmental entity interactions and avoid
any related fines, limitations or conditions on our business activities, including, without
limitation, by meeting or exceeding our commitments and agreements with various
governmental entities; |
|
|
|
|
successfully develop, implement and fund initiatives designed to increase sample
quality; |
|
|
|
|
successfully manage the impact on costs of data collection due to lower respondent
cooperation in surveys, consumer trends including a trend toward increasing incidence of
cell phone households, privacy concerns, technology changes, and/or government regulations; |
|
|
|
|
provide appropriate levels of operational capacity and funding to support the more
costly identification and recruitment of cell phone households into our panels and samples; |
|
|
|
|
successfully manage the impact on our business of the recent economic downturn
generally, and in the advertising market, in particular, including, without limitation, the
insolvency of any of our customers or the impact of such downturn on our customers ability
to fulfill their payment obligations to us; |
|
|
|
|
compete with companies that may have financial, marketing, sales, technical or other
advantages over us; |
|
|
|
|
effectively respond to rapidly changing technological needs of our customer base,
including creating proprietary technology and systems to support our cell phone sampling
plans, and new customer services that meet these needs in a timely manner; |
|
|
|
|
successfully execute our business strategies, including evaluating and, where
appropriate, entering into potential acquisition, joint-venture or other material
third-party agreements; |
19
|
|
|
effectively manage the impact, if any, of any further ownership shifts in the radio and
advertising agency industries; |
|
|
|
|
successfully develop and implement technology solutions to encode and/or measure new
forms of media content and delivery, and advertising in an increasingly competitive
environment; |
|
|
|
|
successfully develop, implement, and launch our cross-platform initiatives; and |
|
|
|
|
renew contracts with key customers. |
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 factors set forth in ITEM 1A. RISK FACTORS in our Annual
Report on Form 10-K for the year ended December 31, 2009, and elsewhere, and any subsequent
periodic or current reports filed by us with the Securities and Exchange Commission (the SEC).
In addition, any forward-looking statements represent our expectations only as of the day we
filed this Quarterly Report with the SEC and should not be relied upon as representing our
expectations 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
expectations change.
Overview
We are a leading media and marketing information services firm primarily serving radio,
advertising agencies, cable and broadcast television, advertisers, retailers, out-of-home media,
online media and, through our Scarborough Research joint venture with The Nielsen Company
(Nielsen), broadcast television and print media. We currently provide four main services:
|
|
|
measuring and estimating radio audiences in local markets in the United States; |
|
|
|
|
measuring and estimating radio audiences of network radio programs and commercials; |
|
|
|
|
providing software used for accessing and analyzing our media audience and marketing
information data; and |
|
|
|
|
providing consumer, shopping, and media usage information services. |
Historically, our quantitative radio audience measurement business and related software have
accounted for a substantial majority of our revenue. For both three-month periods ended March 31,
2010, and 2009, our quantitative radio audience measurement business and related software accounted
for approximately 98 percent of our revenue. We expect that for the year ending December 31, 2010,
our quantitative radio audience measurement business and related software licensing will account
for approximately 90 percent of our revenue.
Quarterly fluctuations in these percentages are reflective of the seasonal delivery schedule
of our quantitative radio audience measurement business and our Scarborough revenues. For further
information regarding seasonality trends, see Seasonality.
While we expect that our quantitative radio audience measurement business and related software
licensing will continue to account for the majority of our revenue for the foreseeable future, we
are actively seeking opportunities to diversify our revenue base by, among other things, leveraging
the investment we have made in our PPM technology and exploring applications of the technology
beyond our domestic radio audience measurement business.
20
We are in the process of executing our previously announced plan to commercialize
progressively our PPM ratings service in the largest United States radio markets, which we
currently anticipate will result in commercialization of the service in 48 local markets by
December 2010. According to our analysis of BIAs 2009 Investing in Radio Market Report, those
broadcasters with whom we have entered into multi-year PPM agreements account for most of the total
radio advertising dollars in the PPM markets. These agreements generally provide for a higher fee
for PPM-based ratings than we charge for Diary-based ratings. As a result, we expect that the
percentage of our revenues derived from our radio ratings and related software is likely to increase as
we commercialize the PPM service.
Growth in revenue is expected for 2010 due to a full year impact of revenue recognized for the
33 PPM Markets commercialized prior to 2010, as well as the partial year impact related to the 15
PPM Markets scheduled for commercialization during the latter half of 2010. However, the full
revenue impact of the launch of each PPM Market is not expected to occur within the first year
after commercialization because our customer contracts allow for phased-in pricing toward the
higher PPM service rate over a period of time.
We incur expenses to build the PPM panel in each PPM Market in the months before we
commercialize the service in that market. However, we recognize PPM revenue at the higher PPM rates
only when we deliver audience estimates using the PPM service. Because we are not scheduled to
commercialize the PPM service in any new markets during the first half of 2010 and because we
expect to incur expenses in the first half of 2010 related to the 15 PPM Markets that we plan to
commercialize during the second half of 2010, we expect our results of operations to be negatively
impacted during the first half of 2010 to the extent of such panel expenses in advance of PPM
revenues. We expect that our revenue will increase during the second half of 2010 as we begin to
deliver audience estimates in the new PPM Markets and begin to recognize such revenue at the higher
PPM rates.
The election of Cumulus, Inc. (Cumulus) and Clear Channel Communications, Inc.
(Clear Channel) to subscribe to a competitors radio ratings service in certain small to
mid-sized markets in 2009 resulted in a $5.0 million negative impact on revenue we would have
received for the year ended December 31, 2009 had those two customers renewed their agreements
with us, and is anticipated to adversely impact our expected revenue by approximately $10.0 million for 2010.
Due to the impact of the
recent economic downturn on anticipated sales of discretionary services and renewals of agreements
to provide ratings services, as well as the high penetration of our current services in the radio
broadcasting business, we expect that our future annual organic rate of revenue growth from our
quantitative Diary-based radio ratings services will be slower than historical trends.
We continue to operate in a highly challenging business environment. Our future performance
will be impacted by our ability to address a variety of challenges and opportunities in the markets
and industries we serve. Such challenges and opportunities include our ability to continue to
maintain and improve the quality of our PPM service, and manage increased costs for data
collection, arising from, among other things, increased numbers of cell phone households, which are
more expensive for us to recruit than are households with landline telephones. Our goal is to
obtain and/or maintain MRC accreditation in all of our PPM Markets, and develop and implement
effective and efficient technological solutions to measure cross-platform media and advertising.
Protecting and supporting our existing customer base, and ensuring our services are
competitive from a price, quality and service perspective are critical components to these overall
goals, although there can be no guarantee that we will be successful in our efforts.
PPM Trends and Initiatives
Commercialization. We currently utilize our PPM ratings service to produce radio audience
estimates in 33 United States local markets. We are in the process of executing our previously
announced plan to commercialize progressively our PPM ratings service in the largest United States
radio markets, which we currently anticipate will result in commercialization of the service in 48
local markets by December 2010 (collectively, the PPM Markets). We intend to commercialize the
PPM service in 15 of these local markets during 2010. We may continue to update
21
the timing of commercialization and the composition of the PPM Markets from time to time. If the pace of the
commercialization of our PPM ratings service is modified, revenue increases that we expect to
receive related to the service would also be adjusted.
Commercialization of our PPM ratings service requires and will continue to require a
substantial financial investment. We believe our cash generated from operations, as well as access
to our existing credit facility, is sufficient to fund such requirements. As we have previously
disclosed, our ongoing efforts to support the commercialization of our PPM ratings service have had
a material negative impact on our results of operations. The amount of capital required for
deployment of our PPM ratings service and the impact on our results of operations will be greatly
affected by the speed of the commercialization. We anticipate that PPM costs and expenses for each PPM Market will generally accelerate six to nine months in advance of the commercialization of
the service in each PPM Market as we build the panels. These costs are incremental to the costs
associated with our Diary-based ratings service.
MRC Accreditation. For information regarding the status of MRC accreditation for our PPM radio
ratings service, see Item 1. Business Radio Audience Measurement Services Portable People
Meter Ratings Service Commercialization Media Rating Council Accreditation in our Annual
Report on Form 10-K for the year ended December 31, 2009.
Quality Improvement Initiatives. As we have commercialized the PPM ratings service in several
PPM Markets, we have experienced and expect to continue to experience challenges in the operation
of the PPM ratings service similar to those we face in the Diary-based service, including several
of the challenges related to sample proportionality and response rates described below. We expect
to continue to implement additional measures to address these challenges. We have announced a
series of commitments concerning our PPM ratings service that we intend to implement over the next
several years. We believe these steps reflect our commitment to ongoing improvement and our
responsiveness to feedback from several governmental and customer entities. We believe these
commitments, which we refer to, collectively, as our continuous improvement initiatives, are
consistent with our ongoing efforts to obtain and maintain MRC accreditation and to generally
improve our radio ratings services. These initiatives will likely require expenditures that may be
material in the aggregate.
On April 22, 2010, we announced a settlement of our outstanding disputes with the PPM
Coalition and its members regarding our PPM recruitment methodology. As part of the settlement, we
committed to implementing substantially all of the elements of the proposal we made to the United
States House of Representatives Committee on Oversight and Government Reform and also committed to
further enhance our multimodal recruitment approach by implementing targeted in-person recruitment
in all geographies in all PPM Markets by the end of 2011. We do not believe that these
methodological enhancements in the aggregate will have a material impact on our expected results of
operations for 2010.
Diary Trends and Initiatives
MRC Accreditation. For information regarding the status of MRC accreditation for our Diary
radio ratings service, see Item 1. Business Media Rating Council Accreditation in our Annual
Report on Form 10-K for the year ended December 31, 2009.
Quality Improvement Initiatives. Response rates are one important measure of our effectiveness
in obtaining consent from persons to participate in our surveys. Another measure often employed by
users of our data to assess quality in our ratings is sample proportionality, which refers to how
well the distribution of the sample for any individual survey compares to the distribution of the
population in the local market. We strive to achieve representative samples. It has become
increasingly difficult and more costly for us to obtain consent from persons to participate in our
surveys. We must achieve a level of both sample proportionality and response rates sufficient to
maintain confidence in our ratings, the support of the industry and accreditation by the MRC.
Overall response rates for all survey research have declined over the past several decades,
and Arbitron has been adversely impacted by this industry trend. We have worked to address this
decline through several initiatives, including various survey incentive programs. If response rates
continue to decline or the costs of recruitment
22
initiatives significantly increase, our radio
audience measurement business could be adversely affected. We believe that additional expenditures
will be required in the future to research and test new measures associated with improving response
rates and sample proportionality. We continue to research and test new measures to address these
sample quality challenges.
In recent years, our ability to deliver sample proportionality that matches the demographic
composition of younger demographic groups has deteriorated, caused in part by the trend among some
households to disconnect their landline telephones, effectively removing these households from our
telephone sample frame. We currently intend to increase our sample target for cell phone households
in Diary markets from an average of 10 percent, as achieved in the Spring 2009 survey through Fall
2009 surveys, to an average of 15 percent across all Diary markets by Spring 2010. In addition,
effective with the Spring 2010 survey, we are expanding cell phone household sampling to include
households that rarely or never use their landlines. We expect this enhancement will increase our
total cell phone sample frame an additional two percent.
It is increasingly expensive for us to recruit cell phone households. Because we intend to
further increase the number of cell phone households in our samples, we believe this quality
improvement initiative will significantly increase our costs. We spent an additional $1.0 million
on cell phone household recruitment initiatives for both our Diary and PPM services during the
three months ended March 31, 2010, as compared to the same period in 2009. We anticipate that the total cost of cell phone household recruitment for the PPM
and Diary services will be approximately $15.0 million in 2010, which is an increase of approximately $5.0 million over 2009.
General Economic Conditions
Our customers derive most of their revenue from transactions involving the sale or purchase of
advertising. During recent challenging economic times, advertisers have reduced advertising
expenditures, impacting advertising agencies and media. Although there are signs of improving
economic conditions for the radio industry, advertising agencies and media companies have been and
may continue to be less likely to purchase our services, which has and could continue to adversely
impact our business, financial position, and operating results.
Since September 2008, we have experienced an increase in the average number of days our sales
have been outstanding before we have received payment, which has resulted in a material increase in
trade accounts receivable as compared to historical trends. Our accounts receivable remained at
this elevated level throughout 2009, as well as throughout the first three months of 2010. If the
economic downturn expands or is sustained for an extended period into the future, it may lead to
increased incidences of customers inability to pay their accounts, an increase in our provision
for doubtful accounts, and a further increase in collection cycles for accounts receivable or
insolvency of our customers.
We depend on a limited number of key customers for our ratings services and related software.
For example, in 2009, Clear Channel represented 19 percent of our total revenue. Because many of
our largest customers own and operate radio stations in markets that we expect to transition to PPM
measurement, we expect that our dependence on our largest customers will continue for the
foreseeable future. Additionally, although fewer contracts expire in 2010 as compared to historical
standards, if one or more key customers owning radio stations in a number of markets do not renew
all or part of their contracts as they expire, we could experience a significant decrease in our
operating results.
Legal Expenses
Since the fourth quarter of 2008, we have incurred approximately $9.1 million in aggregate
legal costs and expenses in connection with two securities law civil actions and a governmental
interaction, relating primarily to the commercialization of our PPM ratings service. For additional
information regarding the Companys legal interactions, see Item 1. Legal Proceedings. As of
March 31, 2010, we received $5.6 million in insurance reimbursements related to these legal actions
and estimated that an additional $0.3 million of the aggregate costs and expenses were probable for
recovery under our Director and Officer insurance policy. We are also involved in other legal
matters for which we do not expect that the legal costs and expenses will be recoverable through
insurance. We can provide no assurance that we will not continue to incur legal costs and expenses
at comparable or higher levels in the future. For further information regarding these legal costs,
see Critical Accounting Policies and Estimates.
23
Critical Accounting Policies and Estimates
Critical accounting policies and estimates are those that are both important to the
presentation of our financial position or results of operations, and require our most difficult,
complex or subjective judgments.
Software development costs. We capitalize software development costs with respect to
significant internal use software initiatives or enhancements from the time that the preliminary
project stage is completed and management considers it probable that the software will be used to
perform the function intended, until the time the software is placed in service for its intended
use. Once the software is placed in service, the capitalized costs are amortized over periods of
three to five years. We perform an assessment quarterly to determine if it is probable that all
capitalized software will be used to perform its intended function. If an impairment exists, the
software cost is written down to estimated fair value. As of March 31, 2010, and December 31, 2009,
our capitalized software developed for internal use had carrying amounts of $24.1 million and $23.9
million, respectively, including $13.9 million and $13.7 million, respectively, of software related
to the PPM service.
Deferred income taxes. We use the asset and liability method of accounting for income taxes.
Under this method, income tax expense is recognized for the amount of taxes payable or refundable
for the current year and for deferred tax assets and liabilities for the future tax consequences of events that have been
recognized in an entitys financial statements or tax returns. We must make assumptions, judgments
and estimates to determine the current provision for income taxes and also deferred tax assets and
liabilities and any valuation allowance to be recorded against a deferred tax asset. Our
assumptions, judgments, and estimates relative to the current provision for income taxes take into
account current tax laws, interpretation of current tax laws and possible outcomes of current and
future audits conducted by domestic and foreign tax authorities. Changes in tax law or
interpretation of tax laws and the resolution of current and future tax audits could significantly
impact the amounts provided for income taxes in the consolidated financial statements. Our
assumptions, judgments and estimates relative to the value of a deferred tax asset take into
account forecasts of the amount and nature of future taxable income. Actual operating results and
the underlying amount and nature of income in future years could render current assumptions,
judgments and estimates of recoverable net deferred tax assets inaccurate. We believe it is more
likely than not that we will realize the benefits of these deferred tax assets. Any of the
assumptions, judgments and estimates mentioned above could cause actual income tax obligations to
differ from estimates, thus impacting our financial position and results of operations.
We include, in our tax calculation methodology, an assessment of the uncertainty in income
taxes by establishing recognition thresholds for our tax positions. Inherent in our calculation are
critical judgments by management related to the determination of the basis for our tax positions.
For further information regarding our unrecognized tax benefits, see Note 12 in the Notes to
Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.
Insurance Receivables. Beginning in the fourth quarter of 2008, we became involved in two
securities law civil actions and a governmental interaction primarily related to the
commercialization of our PPM service. We have incurred a combined total of $9.1 million in legal
fees and expenses in connection with these matters. As of March 31, 2010, $5.6 million in insurance
reimbursements related to these legal actions was received. As of March 31, 2010, and December 31,
2009, we estimated that $0.3 million and $3.5 million, respectively, of such legal fees and
expenses were probable for future receipt under our Directors and Officers insurance policy. These
amounts are included in our prepaid expenses and other current assets on our balance sheet.
As a result of Hurricane Ike in 2008, we have incurred a combined total of $2.7 million of
business interruption losses and damages. As of March 31, 2010, $0.5 million in insurance
reimbursements related to these losses and damages was received. We estimated that insurance
reimbursements for a portion of these expenses were probable for future receipt under our insurance
policy in the amount of $0.9 million as of both March 31, 2010, and December 31, 2009. We have
included these estimates for our insurance claims receivable within our prepaid expenses and other
current assets on our balance sheet.
24
Results of Operations
Comparison of the Three Months Ended March 31, 2010 to the Three Months Ended March 31, 2009
The following table sets forth information with respect to our consolidated statements of
income:
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Increase |
|
|
Percentage of |
|
|
|
March 31, |
|
|
(Decrease) |
|
|
Revenue |
|
|
|
2010 |
|
|
2009 |
|
|
Dollars |
|
|
Percent |
|
|
2010 |
|
|
2009 |
|
Revenue |
|
$ |
95,896 |
|
|
$ |
98,489 |
|
|
$ |
(2,593 |
) |
|
|
(2.6 |
%) |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue |
|
|
43,153 |
|
|
|
39,529 |
|
|
|
3,624 |
|
|
|
9.2 |
% |
|
|
45.0 |
% |
|
|
40.1 |
% |
Selling, general and administrative |
|
|
17,641 |
|
|
|
18,424 |
|
|
|
(783 |
) |
|
|
(4.2 |
%) |
|
|
18.4 |
% |
|
|
18.7 |
% |
Research and development |
|
|
9,909 |
|
|
|
9,306 |
|
|
|
603 |
|
|
|
6.5 |
% |
|
|
10.3 |
% |
|
|
9.4 |
% |
Restructuring and reorganization |
|
|
|
|
|
|
8,171 |
|
|
|
(8,171 |
) |
|
NM |
|
|
0.0 |
% |
|
|
8.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
70,703 |
|
|
|
75,430 |
|
|
|
(4,727 |
) |
|
|
(6.3 |
%) |
|
|
73.7 |
% |
|
|
76.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
25,193 |
|
|
|
23,059 |
|
|
|
2,134 |
|
|
|
9.3 |
% |
|
|
26.3 |
% |
|
|
23.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in net loss of affiliate |
|
|
(2,531 |
) |
|
|
(3,000 |
) |
|
|
469 |
|
|
|
(15.6 |
%) |
|
|
(2.6 |
%) |
|
|
(3.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before interest and tax expense |
|
|
22,662 |
|
|
|
20,059 |
|
|
|
2,603 |
|
|
|
13.0 |
% |
|
|
23.6 |
% |
|
|
20.4 |
% |
Interest income |
|
|
2 |
|
|
|
19 |
|
|
|
(17 |
) |
|
|
(89.5 |
%) |
|
|
0.0 |
% |
|
|
0.0 |
% |
Interest expense |
|
|
265 |
|
|
|
333 |
|
|
|
(68 |
) |
|
|
(20.4 |
%) |
|
|
0.3 |
% |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax expense |
|
|
22,399 |
|
|
|
19,745 |
|
|
|
2,654 |
|
|
|
13.4 |
% |
|
|
23.4 |
% |
|
|
20.0 |
% |
Income tax expense |
|
|
8,651 |
|
|
|
7,404 |
|
|
|
1,247 |
|
|
|
16.8 |
% |
|
|
9.0 |
% |
|
|
7.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
13,748 |
|
|
$ |
12,341 |
|
|
$ |
1,407 |
|
|
|
11.4 |
% |
|
|
14.3 |
% |
|
|
12.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income per weighted average common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.52 |
|
|
$ |
0.47 |
|
|
$ |
0.05 |
|
|
|
10.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.51 |
|
|
$ |
0.46 |
|
|
$ |
0.05 |
|
|
|
10.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain per share data and percentage amounts may not total due to rounding.
NM not meaningful
25
Consolidated Statements of Income
(Dollars in thousands, except per share amounts)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Increase |
|
|
|
March 31, |
|
|
(Decrease) |
|
|
|
2010 |
|
|
2009 |
|
|
Dollars |
|
|
Percent |
|
Other data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT (1) |
|
$ |
22,662 |
|
|
$ |
20,059 |
|
|
$ |
2,603 |
|
|
|
13.0 |
% |
EBITDA (1) |
|
$ |
29,178 |
|
|
$ |
25,282 |
|
|
$ |
3,896 |
|
|
|
15.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT and EBITDA Reconciliation (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
13,748 |
|
|
$ |
12,341 |
|
|
$ |
1,407 |
|
|
|
11.4 |
% |
Income tax expense |
|
|
8,651 |
|
|
|
7,404 |
|
|
|
1,247 |
|
|
|
16.8 |
% |
Interest (income) |
|
|
(2 |
) |
|
|
(19 |
) |
|
|
17 |
|
|
|
(89.5 |
%) |
Interest expense |
|
|
265 |
|
|
|
333 |
|
|
|
(68 |
) |
|
|
(20.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT (1) |
|
|
22,662 |
|
|
|
20,059 |
|
|
|
2,603 |
|
|
|
13.0 |
% |
Depreciation and amortization |
|
|
6,516 |
|
|
|
5,223 |
|
|
|
1,293 |
|
|
|
24.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA (1) |
|
$ |
29,178 |
|
|
$ |
25,282 |
|
|
$ |
3,896 |
|
|
|
15.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
EBIT (earnings before interest and income taxes) and EBITDA (earnings before interest, income
taxes, depreciation and amortization) are non-GAAP financial measures that we believe are useful to
investors in evaluating our results. For further discussion of these non-GAAP financial measures,
see paragraph below entitled EBIT and EBITDA. |
Revenue. Revenue decreased by 2.6% or $2.6 million for the three months ended March 31, 2010,
as compared to the same period in 2009. Revenue decreased, in particular, by $16.4 million related
to the transition from our Diary-based ratings service, as well as a $4.7 million reduction in
revenue associated with two customers, primarily attributable to Cumulus but also including Clear
Channel, for our Diary-based radio ratings service in a limited number of small and medium-sized
markets. These decreases were partially offset by a $19.0 million increase in PPM-based ratings
service revenue due to the impact of the 18 PPM Markets commercialized during the last nine months
of 2009 and price escalators in all PPM commercialized markets.
Cost of Revenue. Cost of revenue increased by 9.2% or $3.6 million for the three months ended
March 31, 2010, as compared to the same period in 2009. Cost of revenue increased primarily due to
$3.4 million of increased PPM service related costs incurred to build and manage PPM panels for the
33 PPM Markets commercialized in total as of March 31, 2010, as compared to the 15 PPM Markets
commercialized as of March 31, 2009. In addition, we spent an additional $1.0 million on cell phone
household recruitment initiatives for both our Diary and PPM services during the three months ended
March 31, 2010, as compared to the same period in 2009. These increases were partially offset by a
$1.0 million decrease associated with labor cost reductions resulting from our 2009 restructuring
initiative.
Restructuring and Reorganization. During 2009, we reduced our workforce by approximately 10
percent of our full-time employees. No restructuring expenses were incurred during the three months
ended March 31, 2010. During the three months ended March 31, 2009, we incurred $8.2 million of
pre-tax restructuring charges, related principally to severance, termination benefits, outplacement
support, and certain other expenses in connection with our restructuring plan.
Income Tax Expense. The effective tax rate increased to 38.6% for the three months ended March
31, 2010, from 37.5% for the three months ended March 31, 2009, primarily to reflect the decreased
benefit of the expired research and experimentation Federal income tax credit.
26
Net Income. Net income increased by 11.4% or $1.4 million for the three months ended March 31,
2010, as compared to the same period in 2009, due to the prior year implementation of our
restructuring and reorganization plan, which resulted in $8.2 million of pre-tax restructuring
charges incurred during the first quarter of 2009, as compared to no charges incurred for the same
period in 2010. This favorable impact was offset by a $4.7 million revenue reduction associated
with two customers, primarily Cumulus, as well as increased costs incurred in relation to our
continuing efforts to further build and operate our PPM service panels for the 33 PPM Markets
commercialized as of March 31, 2010. Such efforts include supporting recruitment initiatives aimed
at increasing our representation of cell phone households within our audience ratings services.
EBIT and EBITDA. We believe that presenting EBIT and EBITDA, both non-GAAP financial measures,
as supplemental information helps investors, analysts and others, if they so choose, in
understanding and evaluating our operating performance in some of the same ways that we do because
EBIT and EBITDA exclude certain items that are not directly related to our core operating
performance. We reference 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 interest income from net income and adding back interest expense and income
tax expense to net income. EBITDA is calculated by deducting interest income from net income and
adding back interest expense, income tax expense, and depreciation and amortization to net income.
EBIT and EBITDA should not be considered substitutes either for net income, as indicators of our
operating performance, or for cash flow, as measures of our 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.
EBIT increased by 13.0% or $2.6 million for the three months ended March 31, 2010, as compared
to the same period in 2009, due to the prior year incurrence of restructuring costs, partially
offset by the current year increase in costs associated with the PPM service transition previously
mentioned. EBITDA increased by 15.4% or $3.9 million, which is higher than the EBIT increase
because this non-GAAP financial measure excludes depreciation and amortization, which for the three
months ended March 31, 2010, increased by 24.8%, as compared to 2009.
27
Liquidity and Capital Resources
Liquidity indicators
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, |
|
As of December 31, |
|
|
|
|
2010 |
|
2009 |
|
Change |
Cash and cash equivalents |
|
$ |
11,987 |
|
|
$ |
8,217 |
|
|
$ |
3,770 |
|
Working capital (deficit) |
|
$ |
4,662 |
|
|
$ |
(10,737 |
) |
|
$ |
15,399 |
|
Working capital,
excluding deferred
revenue |
|
$ |
45,217 |
|
|
$ |
32,411 |
|
|
$ |
12,806 |
|
Total long-term debt |
|
$ |
68,000 |
|
|
$ |
68,000 |
|
|
$ |
|
|
We have relied upon our cash flow from operations, supplemented by borrowings under our
available revolving credit facility (Credit Facility) as needed, to fund our dividends, capital
expenditures, contractual obligations, and share repurchases. We expect that our cash position as
of March 31, 2010, cash flow generated from operations, and our Credit Facility will be sufficient
to support our operations for the next 12 to 24 months. See Credit Facility for further
discussion of the relevant terms of our Credit Facility.
Operating activities. For the three months ended March 31, 2010, the net cash provided by
operating activities was $19.1 million, which was primarily due to $29.2 million in EBITDA, as
discussed and reconciled to net income in Item 7 Managements Discussion and Analysis of Financial
Condition and Results of Operations Results of Operations.
Net cash provided by operating activities was negatively impacted by a $4.4 million decrease
related to increased accounts receivable balances resulting from higher billings and from slower
collections from our customers in the midst of a recessionary economy. As a result, our collection
cycle has lengthened and our accounts receivable balance as of March 31, 2010, is higher than our
historical trends. A $4.7 million decrease in net cash provided by operating activities related to
accrued expenses and other current liabilities was comprised primarily of a $6.2 million decrease
in payroll, bonus and benefit accruals, a $5.4 million decrease in accrued Scarborough royalties
which fluctuate seasonally, and a $2.4 million decrease associated with a first quarter 2010 payout
from our supplemental retirement plan to our former chief executive officer, partially offset by a
$9.3 million increase in accrued taxes.
Investing activities. Net cash used in investing activities was $9.3 million and $7.8 million
for the three-month periods ended March 31, 2010, and 2009, respectively. This $1.5 million
increase in cash used in investing activities was due to a $4.5 million licensing arrangement
entered during the first quarter of 2010, partially offset by a $3.0 million decrease in capital
expenditures, primarily related to reductions in computer equipment and software purchases, as well
as PPM equipment, made during the three months ended March 31, 2010, as compared to the same period
in 2009.
Financing activities. Net cash used in financing activities was $6.0 million and $9.2 million
for the three-month periods ended March 31, 2010, and 2009, respectively. This approximately $3.1
million decrease in net cash used in financing activities was due primarily to a net pay-down of
$7.0 million of outstanding obligations under our Credit Facility during the three months ended
March 31, 2009. For the first quarter of 2010, the amount of borrowings under our Credit Facility
was equal to the amount of pay-downs. The decrease in net cash used in financing activities also
reflected a $3.8 million decrease in bank overdraft payables for the three months ended March 31,
2010, as compared to the same period in 2009.
Credit Facility
On December 20, 2006, we entered into an agreement with a consortium of lenders to provide up
to $150.0 million of financing to us through a five-year, unsecured revolving credit facility. The
agreement contains an expansion feature for us to increase the total financing available under the
Credit Facility by up to $50.0 million to an aggregate of $200.0 million. Such increased financing
would be provided by one or more existing Credit Facility lending institutions, subject to the
approval of the lending banks, and/or in combination with one or more new
28
lending institutions, subject to the approval of the Credit Facilitys administrative agent. Interest on borrowings under
the Credit Facility is calculated based on a floating rate for a duration of up to six months as
selected by us.
Our Credit Facility contains financial terms, covenants and operating restrictions that
potentially restrict our financial flexibility. The material debt covenants under our Credit
Facility include both a maximum leverage ratio and a minimum interest coverage ratio. The leverage
ratio is a non-GAAP financial measure equal to the amount of our consolidated total indebtedness,
as defined in our Credit Facility, divided by a contractually defined adjusted Earnings Before
Interest, Taxes, Depreciation and Amortization and non-cash compensation (Consolidated EBITDA)
for the trailing 12-month period. The interest coverage ratio is a non-GAAP financial measure equal
to Consolidated EBITDA divided by total interest expense. Both ratios are designed as measures of
our ability to meet current and future obligations. The following table presents the actual ratios
and their threshold limits as defined by the Credit Facility as of March 31, 2010:
|
|
|
|
|
|
|
|
|
Covenant |
|
Threshold |
|
Actual |
Maximum leverage ratio |
|
|
3.0 |
|
|
|
0.69 |
|
Minimum interest coverage ratio |
|
|
3.0 |
|
|
|
75 |
|
As of March 31, 2010, based upon these financial covenants, there was no default or limit on
our ability to borrow the unused portion of our Credit Facility.
Our Credit Facility contains customary events of default, including nonpayment and breach
covenants. In the event of default, repayment of borrowings under the Credit Facility could be
accelerated. Our Credit Facility also contains cross default provisions whereby a default on any
material indebtedness, as defined in the Credit Facility, could result in the acceleration of our
outstanding debt and the termination of any unused commitment under the Credit Facility. The
agreement potentially limits, among other things, our ability to sell assets, incur additional
indebtedness, and grant or incur liens on our assets. Under the terms of the Credit Facility, all
of our material domestic subsidiaries, if any, guarantee the commitment. Currently, we do not have
any material domestic subsidiaries as defined under the terms of the Credit Facility. Although we
do not believe that the terms of our Credit Facility limit the operation of our business in any
material respect, the terms of the Credit Facility may restrict or prohibit our ability to raise
additional debt capital when needed or could prevent us from investing in other growth initiatives.
Our outstanding borrowings obligation under the Credit Facility was $68.0 million as of March 31,
2010, and December 31, 2009. We have been in compliance with the terms of the Credit Facility since
the agreements inception. As of April 30, 2010, we had $68.0 million in outstanding debt under the
Credit Facility.
Other Liquidity Matters
Commercialization of our PPM ratings service requires and will continue to require a
substantial financial investment. We believe our cash generated from operations, as well as access
to the Credit Facility, is sufficient to fund such requirements for the next 12 to 24 months. We
anticipate that PPM costs and expenses will accelerate six to nine months in advance of the
commercialization of the service in each PPM Market as we build the panels. Cell phone household
recruitment initiatives in both the Diary and PPM services will also increase our cost of revenue.
Seasonality
We recognize revenue for services over the terms of license agreements as services are
delivered, and expenses are recognized as incurred. We currently gather radio-listening data in 300
U.S. local markets, including 267 Diary markets and 33 PPM Markets. All Diary markets are measured
at least twice per year (April-May-June for the Spring Survey and October-November-December for
the Fall Survey). In addition, we measure all major Diary markets two additional times per year
(January-February-March for the Winter Survey and July-August-September for the Summer Survey).
Our revenue is generally higher in the first and third quarters as a result of the delivery of the
Fall Survey and Spring Survey, respectively, to all Diary markets compared to revenue in the second
and fourth quarters, when delivery of the Winter Survey and Summer Survey, respectively, is made
only to major Diary markets.
29
The seasonality for PPM services is expected to result in higher revenue in the fourth quarter
than in each of the first three quarters because the PPM service delivers surveys 13 times a year
with four surveys delivered in the fourth quarter. There will be fluctuations in the depth of the
seasonality pattern during the periods of transition between the services in each PPM Market. The
amount of deferred revenue recorded on our balance sheet is expected to decrease as we
commercialize additional PPM Markets due to the more frequent delivery of our PPM service, which is
delivered 13 times a year versus the quarterly and semi-annual delivery for our Diary service.
Pre-currency data represents PPM data that are released to clients for planning purposes in
advance of the period of commercialization of the service in a local market. Once the service is
commercialized, the pre-currency data then becomes currency and the client may use it to buy and
sell advertising. Pre-currency revenue will be recognized in the two months preceding the PPM
survey release month for commercialization. The PPM service in new markets is generally
commercialized and declared currency at the beginning of a quarter for the preceding period.
During the first quarter of commercialization of the PPM ratings service in a market, we
recognize revenue based on the delivery of both the final quarterly Diary ratings and the initial
monthly PPM ratings for that market. Our expenses are generally higher in the second and fourth
quarters as we conduct the Spring Survey and Fall Survey for our Diary markets. The transition from
the Diary service to the PPM service in the PPM Markets has and will continue to have an impact on
the seasonality of costs and expenses. We anticipate that PPM costs and expenses will generally
accelerate six to nine months in advance of the commercialization of each market as we build the
panels. These preliminary costs are incremental to the costs associated with our Diary-based
ratings service and we will recognize these increased costs as incurred rather than upon the
delivery of a particular survey.
The size and seasonality of the PPM transition impact on a period to period comparison will be
influenced by the timing, number, and size of individual markets contemplated in our PPM
commercialization schedule, which currently includes a goal of commercializing 48 PPM Markets by
the end of 2010. As we commercialize more markets, we expect that the seasonal impact will lessen.
During 2010, we expect to commercialize 15 PPM Markets.
Scarborough typically experiences losses during the first and third quarters of each year
because revenue is recognized predominantly in the second and fourth quarters when the substantial
majority of services are delivered. Scarborough royalty costs, which are recognized in costs of
revenue, are also higher during the second and fourth quarters.
30
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The Company holds its cash and cash equivalents in highly liquid securities.
Foreign Currency Exchange Rate Risk
The Companys foreign operations are not significant at this time and, therefore, its exposure
to foreign currency risk is not material. If we expand our foreign operations, this exposure to
foreign currency exchange rate changes could increase.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the
Companys management, including the Companys President and Chief Executive Officer and the
Companys Chief Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the most
recently completed fiscal quarter. Based upon that evaluation, the Companys President and Chief
Executive Officer and the Companys Chief Financial Officer concluded that the Companys disclosure
controls and procedures were effective as of the end of the period covered by this Report.
Changes in Internal Control Over Financial Reporting
There were no changes in the Companys internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period
ended March 31, 2010, that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.
31
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved, from time to time, in litigation and proceedings, including with governmental
authorities, arising out of the ordinary course of business. Legal costs for services rendered in
the course of these proceedings are charged to expense as they are incurred.
On April 30, 2008, Plumbers and Pipefitters Local Union No. 630 Pension-Annuity Trust Fund
filed a securities class action lawsuit in the United States District Court for the Southern
District of New York on behalf of a purported Class of all purchasers of Arbitron common stock
between July 19, 2007, and November 26, 2007. The plaintiff asserts that Arbitron, Stephen B.
Morris (our former Chairman, President and Chief Executive Officer), and Sean R. Creamer (our
Executive Vice President, Finance and Planning & Chief Financial Officer) violated federal
securities laws. The plaintiff alleges misrepresentations and omissions relating, among other
things, to the delay in commercialization of our PPM ratings service in November 2007, as well as
stock sales during the period by company insiders who were not named as defendants and
Messrs. Morris and Creamer. The plaintiff seeks class certification, compensatory damages plus
interest and attorneys fees, among other remedies. On September 22, 2008 the plaintiff filed an
Amended Class Action Complaint. On November 25, 2008, Arbitron, Mr. Morris, and Mr. Creamer each
filed Motions to Dismiss the Amended Class Action Complaint. On January 23, 2009, the plaintiff
filed a Memorandum of Law in Opposition to Defendants Motions to Dismiss the Amended Class Action
Complaint. On February 23, 2009, Arbitron, Mr. Morris, and Mr. Creamer filed replies in support of
their Motions to Dismiss. In September 2009, the plaintiff sought leave to file a Second Amended
Class Action Complaint in lieu of oral argument on the pending Motions to Dismiss. The court
granted leave to file a Second Amended Class Action Complaint and denied the pending Motions to
Dismiss without prejudice. On or about October 19, 2009, the plaintiff filed a Second Amended
Class Action Complaint. Briefing on motions to dismiss the Second Amended Class Action Complaint
was completed in March 2010. No decision has been issued by the Court.
On or about June 13, 2008, a purported stockholder derivative lawsuit, Pace v. Morris, et al.,
was filed against Arbitron, as a nominal defendant, each of our directors, and certain of our
current and former executive officers in the Supreme Court of the State of New York for New York
County. The derivative lawsuit is based on essentially the same substantive allegations as the
securities class action lawsuit. The derivative lawsuit asserts claims against the defendants for
misappropriation of information, breach of fiduciary duty, abuse of control, and unjust enrichment.
The derivative plaintiff seeks equitable and/or injunctive relief, restitution and disgorgement of
profits, plus attorneys fees and costs, among other remedies.
The Company intends to defend itself and its interests vigorously against these allegations.
On April 22, 2009, the Company filed suit in the United States District Court for the Southern
District of New York against John Barrett Kiefl seeking a judgment that Arbitron is the sole owner
and assignee of certain patents relating to Arbitrons Portable People Meter technology. On
December 2, 2009, Mr. Kiefl filed a second amended answer and third amended counterclaims seeking a
judgment that: (i) he is an inventor and owner of one of the patents at issue, (ii) for unjust
enrichment, and (v) for such further relief as the court may deem just and proper. Mr. Kiefl has
waived any claim of ownership as to the remaining patents covered by Arbitrons complaint. Mr.
Kiefl has moved to dismiss Arbitrons declaratory judgment claims as to those remaining patents,
and Arbitron has moved to dismiss Mr. Kiefls counterclaims in their entirety. No decision has been
issued by the Court.
The Company intends to prosecute its interests vigorously.
On November 12, 2009, Arbitron was named as a defendant in an action filed in Mississippi
State Court entitled Dowdy & Dowdy Partnership, d/b/a WZKX (FM) v. Arbitron Inc., Clear Channel
Communications, Inc. The Complaint alleges anti-competitive conduct including but not limited to
price discrimination in violation of Mississippi state law. Arbitron answered, denying the
allegations of the complaint, and removed the action to federal court in Mississippi. The case is
pending. The plaintiff in the action is an entity related to JMD Inc., a company against which
Arbitron obtained a money judgment in Federal Court in 2008 in the amount of $487,853.61. for
32
breach of contract. After judgment was entered against JMD, Inc. and its appeal was unsuccessful,
this action was commenced against Arbitron.
The Company intends to defend itself and its interests vigorously against these allegations.
On February 11, 2009, Arbitron commenced an action in New York State Court against Spanish
Broadcasting System, Inc., (SBS) for breach of an encoding agreement that requires SBS to encode
its radio station signals until at least December, 2012. Arbitron discovered on February 4, 2010,
that SBS had shut down the PPM encoders. Upon filing of the Complaint, the Company also sought
emergency relief from the Court requiring SBS to resume encoding immediately. At a hearing held on
February, 11, 2010, the Court granted the Companys request for a temporary restraining order
compelling SBS to resume encoding and set a full hearing on Arbitrons motion for a preliminary
injunction for February 16, 2010. At the conclusion of the hearing on February 16, 2010, the Court
continued the order compelling SBS to encode pending a written decision on the motion for a
preliminary injunction. On March 24, 2010, the Court reversed the order compelling SBS to encode.
However, the Court did not rule on whether SBS breached its encoding agreement. SBS has filed a
motion to dismiss the Complaint, but the Companys response is not yet due and no decision has been
issued by the Court.
The Company intends to prosecute its interests vigorously.
New York
On October 6, 2008, we 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 to prevent any attempt by the New York Attorney General to restrain our
publication of our PPM listening estimates (the New York Federal Action).
On October 10, 2008, the State of New York commenced a civil action against the Company 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 relating to the
marketing and commercialization in New York of our PPM ratings service (the New York State
Action). The lawsuit sought civil penalties and an order preventing us from continuing to publish
our PPM listening estimates in New York.
On January 7, 2009, we joined in a Stipulated Order on Consent (the New York Settlement) in
connection with the New York State Action. The New York Settlement, when fully performed by the
Company to the reasonable expectation of the New York Attorney General, will resolve all claims
against the Company that were alleged by the New York Attorney General in the New York State
Action. In connection with the New York Settlement, we also agreed to dismiss the New York Federal
Action.
In connection with the New York Settlement, we have agreed to achieve specified metrics
concerning telephone number-based, address-based, and cell-phone-only sampling, and to take all
reasonable measures designed to achieve certain specified metrics concerning sample performance
indicator and in-tab rates (the Specified Metrics) in our New York local market PPM ratings
service by agreed dates. We also will make certain disclosures to users and potential users of our
audience estimates, report to the New York Attorney General on our performance against the
Specified Metrics, and make all reasonable efforts in good faith to obtain and retain accreditation
by the MRC of our New York local market PPM ratings service. If, by October 15, 2009, we had not:
(i) obtained accreditation from the MRC of our New York local market PPM ratings service,
(ii) achieved all of the minimum requirements set forth in the New York Settlement, and (iii) taken
all reasonable measures designed to achieve the minimum requirements set forth in the New York
Settlement, the New York Attorney General reserved the right to rescind the New York Settlement and
reinstitute litigation against us for the allegations made in the civil action. While we cannot
provide any assurance that the New York Attorney General will not seek to reinstitute litigation
against us for the allegations made in the civil action, we believe we have taken all reasonable
measures to achieve the minimum requirements set forth in the New York Settlement.
We have paid $200,000 to the New York Attorney General in settlement of the claims and $60,000
for investigative costs and expenses.
33
On October 9, 2008, the Company and certain of our executive officers received subpoenas from
the New York Attorney General regarding, among other things, the commercialization of the PPM
ratings service in New York and purchases and sales of Arbitron securities by those executive
officers. The New York Settlement does not affect these subpoenas.
New Jersey
On October 10, 2008, we commenced 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 to
prevent any attempt by the New Jersey Attorney General to restrain our publication of our PPM
listening estimates (the New Jersey Federal Action).
On October 10, 2008, the State of New Jersey commenced a civil action against us in the
Superior Court of New Jersey for Middlesex County, alleging violations of New Jersey consumer fraud
and civil rights laws relating to the marketing and commercialization in New Jersey of our PPM
ratings service (the New Jersey State Action). The lawsuit sought civil penalties and an order
preventing us from continuing to publish our PPM listening estimates in New Jersey.
On January 7, 2009, we joined in a Final Consent Judgment (the New Jersey Settlement) in
connection with the New Jersey State Action. The New Jersey Settlement, when fully performed by the
Company to the reasonable expectation of the New Jersey Attorney General, will resolve all claims
against the Company that were alleged by the New Jersey Attorney General in the New Jersey State
Action. In connection with the New Jersey Settlement, we also agreed to dismiss the New Jersey
Federal Action. As part of the New Jersey Settlement, the Company denied any liability or
wrongdoing.
In connection with the New Jersey Settlement, we have agreed to achieve, and in certain
circumstances to take reasonable measures designed to achieve, Specified Metrics in our New York
and Philadelphia local market PPM ratings services by agreed dates. We also will make certain
disclosures to users and potential users of our audience estimates, report to the New Jersey
Attorney General on our performance against the Specified Metrics, and make all reasonable efforts
in good faith to obtain and retain accreditation by the MRC of our New York and Philadelphia local
market PPM ratings services. If, by December 31, 2009, we had not obtained accreditation from the
MRC of either our New York or Philadelphia local market PPM ratings service and also had failed to
achieve all of the Specified Metrics, the New Jersey Attorney General reserved the right to rescind
the New Jersey Settlement and reinstitute litigation against us for the allegations made in the New
Jersey Action. While we cannot provide any assurance that the New Jersey Attorney General will not
seek to reinstitute litigation against us for the allegations made in the civil action, we believe
we have taken all reasonable measures to achieve the minimum requirements set forth in the New
Jersey Settlement.
The Company has paid $130,000 to the New Jersey Attorney General for investigative costs and
expenses.
Jointly in connection with the New York Settlement and the New Jersey Settlement, the Company
also created and funded a non-response bias study in the New York market, funded an advertising
campaign promoting minority radio in major trade journals, and paid a single lump sum of $100,000
to the National Association of Black Owned Broadcasters (NABOB) for a joint radio project between
NABOB and the Spanish Radio Association to support minority radio.
Maryland
On February 6, 2009, we announced that we had reached an agreement with the Office of the
Attorney General of Maryland regarding our PPM ratings services in the Washington, DC and Baltimore
local markets. In connection with the Washington, DC local market we agreed to achieve, and in
certain circumstances take reasonable measures designed to achieve Specified Metrics by agreed
dates. We will also make certain disclosures to users and potential users of our audience estimates
and take all reasonable efforts to obtain accreditation by the MRC of our Washington, DC local
market PPM service. We have agreed to use comparable methods and comply with comparable terms in
connection with the commercialization of the PPM service in the Baltimore local market that reflect
the different demographic characteristics of that local market and the timetable for
commercializing the PPM service in the Baltimore local market.
34
Florida
On July 14, 2009, the State of Florida commenced a civil action against us in the Circuit
Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, alleging violations
of Florida consumer fraud law relating to the marketing and commercialization in Florida of our PPM
ratings service. The lawsuit seeks civil penalties of $10,000 for each alleged violation and an
order preventing us from continuing to publish our PPM listening estimates in Florida. The Company
has answered the Complaint and is in the process of negotiating a confidentiality agreement with
the plaintiff regarding the exchange of documents.
The Company intends to defend itself and its interests vigorously against these allegations.
We are involved from time to time in a number of judicial and administrative proceedings
considered ordinary with respect to the nature of our current and past operations, including
employment-related disputes, contract disputes, government proceedings, customer disputes, and tort
claims. In some proceedings, the claimant seeks damages as well as other relief, which, if granted,
would require substantial expenditures on our part. Some of these matters raise difficult and
complex factual and legal issues, and are subject to many uncertainties, including, but not limited
to, the facts and circumstances of each particular action, and the jurisdiction, forum and law
under which each action is pending. Because of this complexity, final disposition of some of these
proceedings may not occur for several years. As such, we are not always able to estimate the amount
of our possible future liabilities. There can be no certainty that we will not ultimately incur
charges in excess of present or future established accruals or insurance coverage. Although
occasional adverse decisions (or settlements) may occur, we believe that the likelihood that final
disposition of these proceedings will, considering the merits of the claims, have a material
adverse impact on our financial position or results of operations is remote.
35
Item 1A. Risk Factors
See Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31,
2009 for a detailed discussion of risk factors affecting Arbitron.
ITEM 6. EXHIBITS
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Incorporated by Reference |
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Exhibit No. |
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Exhibit Description |
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SEC File No. |
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Exhibit |
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Filing Date |
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Filed Herewith |
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(10) Executive Compensation Plans and Arrangements |
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10.1 |
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Arbitron 2008
Equity Compensation
Plan Form of
Non-Statutory Stock
Option Agreement |
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* |
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10.2 |
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Arbitron Inc. 2008
Equity Compensation
Plan Form of
Performance-Based
Restricted Stock
Unit Agreement |
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10.3 |
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Arbitron Inc. 2008
Equity Compensation
Plan Form of
Performance-Based
Deferred Stock Unit
Agreement for
William T. Kerr |
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10.4 |
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Arbitron Inc.
Performance Cash
Award Program |
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10.5 |
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Arbitron Inc. Form
of Performance Cash
Award Letter |
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10.6 |
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Amended and
Restated Schedule
of Non-Employee
Director
Compensation |
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31.1 |
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Certification of
Chief Executive
Officer pursuant to
Securities Exchange
Act of 1934 Rule
13a 14(a) |
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31.2 |
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Certification of
Chief Financial
Officer pursuant to
Securities Exchange
Act of 1934 Rule
13a 14(a) |
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32.1 |
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Certifications of
Chief Executive
Officer and Chief
Financial Officer
pursuant to 18
U.S.C. Section
1350, as adopted
pursuant to Section
906 of the Sarbanes
Oxley Act of 2002 |
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Filed or furnished herewith |
36
SIGNATURE
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.
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ARBITRON INC.
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By: |
/s/ SEAN R. CREAMER
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Sean R. Creamer |
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Executive Vice President of Finance and Planning
and Chief Financial Officer (on behalf of the
registrant and as the registrants principal
financial and principal accounting officer) |
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Date: May 6, 2010 |
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37