SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ______
Commission file number 0-13020
WESTWOOD ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3980449
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 West 57th Street, 5th Floor, New York, NY 10019
(Address of principal executive offices) (Zip Code)
(212) 641-2000
Registrant's telephone number, including area code
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No ____
Number of shares of stock outstanding at May 1, 2003 (excluding treasury
shares):
Common Stock, par value $.01 per share - 101,864,308 shares
Class B Stock, par value $.01 per share - 703,466 shares
WESTWOOD ONE, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
Item 3. Qualitative and Quantitative Disclosures
About Market Risk 10
Item 4. Controls and Procedures 10
PART II. OTHER INFORMATION
Exhibits and Reports on Form 8K 11
SIGNATURES 13
CERTIFICATIONS 14
2
Item 1. Financial Statements
WESTWOOD ONE, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
Three Months Ended
March 31,
---------
2003 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,316 $ 7,371
Accounts receivable, net of allowance for doubtful accounts
of $6,565 (2003) and $11,757 (2002) 112,899 131,676
Other current assets 10,030 14,581
-------- ---------
Total Current Assets 128,245 153,628
PROPERTY AND EQUIPMENT, NET 52,877 53,699
GOODWILL 990,192 990,192
INTANGIBLE ASSETS, NET 9,072 9,647
OTHER ASSETS 59,776 59,146
---------- ----------
TOTAL ASSETS $1,240,162 $1,266,312
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $24,455 $24,809
Other accrued expenses and liabilities 74,163 65,277
---------- ----------
Total Current Liabilities 98,618 90,086
LONG-TERM DEBT 233,111 232,135
DEFERRED INCOME TAXES 31,733 30,733
OTHER LIABILITIES 10,186 10,318
---------- ----------
TOTAL LIABILITIES 373,648 363,272
---------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock: authorized 10,000 shares, none outstanding - -
Common stock, $.01 par value: authorized, 274,237 shares;
issued and outstanding, 104,255 (2003) and 103,989 (2002) 1,043 1,040
Class B stock, $.01 par value: authorized, 3,000 shares:
issued and outstanding, 704 (2003 and 2002) 7 7
Additional paid-in capital 690,393 684,311
Accumulated earnings 235,895 218,981
---------- ----------
927,338 904,339
Less treasury stock, at cost; 1,804 shares (2003) and 35 shares(2002) (60,824) (1,299)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 866,514 903,040
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,240,162 $1,266,312
========== ==========
See accompanying notes to consolidated financial statements.
3
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended
March 31,
---------
2003 2002
---- ----
GROSS REVENUES $145,618 $146,667
Less Agency Commissions 19,823 20,371
-------- --------
NET REVENUES 125,795 126,296
-------- --------
Operating Costs and Expenses Excluding
Depreciation and Amortization 92,052 92,401
Depreciation and Amortization 2,880 2,835
Corporate General and Administrative Expenses 1,644 1,737
-------- --------
96,576 96,973
-------- --------
OPERATING INCOME 29,219 29,323
Interest Expense 2,451 1,758
Other Income (20) (35)
-------- --------
INCOME BEFORE INCOME TAXES 26,788 27,600
INCOME TAXES 9,874 10,157
-------- --------
NET INCOME $16,914 $17,443
======== ========
NET INCOME PER SHARE:
BASIC $ .16 $ .16
======== ========
DILUTED $ .16 $ .16
======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC 103,063 106,629
======== ========
DILUTED 105,638 110,434
======== ========
See accompanying notes to consolidated financial statements.
4
WESTWOOD ONE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
March 31,
---------
2003 2002
---- ----
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $16,914 $17,443
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,880 2,835
Deferred taxes 1,000 1,138
Amortization of deferred financing costs 159 139
------- -------
20,953 21,555
------- -------
Changes in assets and liabilities:
Decrease in accounts receivable 18,777 7,881
Decrease in other assets 4,551 3,628
Increase in accounts payable and accrued liabilities 10,388 9,848
------- -------
Total change in assets and liabilities 33,716 21,357
------- -------
Net Cash Provided By Operating Activities 54,669 42,912
------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital expenditures (1,046) (1,022)
Acquisition of companies and other (145) (32)
------- -------
Net Cash Used For Investing Activities (1,191) (1,054)
------- -------
CASH PROVIDED BEFORE FINANCING ACTIVITIES 53,478 41,858
------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock 4,235 12,491
Borrowings under bank and other long-term obligations - 16,250
Debt repayments and payments of capital lease obligations (138) -
Repurchase of common stock and warrants (59,525) (65,548)
Deferred financing costs (105) -
------- -------
NET CASH (USED IN) FINANCING ACTIVITIES (55,533) (36,807)
------- -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,055) 5,051
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,371 4,509
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $5,316 $9,560
======= =======
See accompanying notes to consolidated financial statements.
5
WESTWOOD ONE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)
NOTE 1 - Basis of Presentation:
The accompanying consolidated balance sheet as of March 31, 2003, the
consolidated statements of operations and the consolidated statements of cash
flows for the three month periods ended March 31, 2003 and 2002 are unaudited,
but in the opinion of management include all adjustments necessary for a fair
presentation of the financial position and the results of operations for the
periods presented. These financial statements should be read in conjunction with
the Company's Annual Report on Form 10-K, filed with the Securities and Exchange
Commission.
NOTE 2 - Reclassification:
Certain prior period amounts have been reclassified to conform to the
current presentation.
NOTE 3 - Earnings Per Share:
Net income per share is computed in accordance with SFAS No. 128. Basic
earnings per share excludes all dilution and is calculated using the weighted
average number of shares outstanding in the period. Diluted earnings per share
reflects the potential dilution that would occur if all financial instruments
which may be exchanged for equity securities were exercised or converted to
Common Stock.
The Company has issued options and warrants which may have a dilutive
effect on reported earnings if they were exercised or converted to Common Stock.
The following numbers of shares related to options and warrants were added to
the basic weighted average shares outstanding to arrive at the diluted weighted
average shares outstanding for each period:
March 31,
-------------------
2003 2002
---- ----
Options 2,575 3,411
Warrants - 394
NOTE 4 - Debt:
A March 31, 2003 the Company had outstanding borrowings of $200,000
pursuant to its outstanding Notes and $30,000 under its bank revolving credit
facility. In addition, the Company had available borrowings of $197,500 under
its bank revolving credit facility.
The estimated fair value of the Company's interest rate swaps at March 31,
2003 was $3,111.
6
NOTE 5 - Stock Options
The Company applies APB 25 and related interpretations in accounting for
its stock option plans. Accordingly, no compensation expense has been recognized
for its plans. Had compensation cost been determined in accordance with the
methodology prescribed by SFAS 123, the Company's net income and earnings per
share would have been reduced by approximately $2,037 ($.02 per basic and
diluted share) in the first quarter of 2003 and $2,018 ($.02 per basic and
diluted share) in the first quarter of 2002.
Three Months Ended March 31,
----------------------------
2003 2002
---- ---
Net Income as Reported $16,914 $17,443
Deduct: Total Stock Based
Employee Compensation Expense,
Net of Tax (2,037) (2,018)
----- -----
Pro Forma Net Income $14,877 $15,425
======= =======
Net Income Per Share:
Basic - As Reported $.16 $.16
==== ====
Basic - Pro Forma $.14 $.14
==== ====
Diluted - As Reported $.16 $.16
==== ====
Diluted - Pro Forma $.14 $.14
==== ====
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations (In thousands, except per share amounts)
Management's discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and related Notes and the Company's Annual
Report on Form 10-K for the year ended December 31, 2002.
Discussions included herein related to "revenue" or "net revenues"
corresponds to the financial statement caption of Net Revenues on the Company's
Consolidated Statements of Operations. The principal components of Operating
costs and expenses excluding depreciation and amortization are personnel costs
(exclusive of corporate personnel), affiliate compensation, broadcast rights
fees, program production and distribution costs, sales related expenses
(including bad debt expenses, commissions, and promotional and advertising
expenses), expenses related to the Company's representation agreement with
Infinity and news expenses. Corporate general and administrative expenses are
primarily comprised of costs associated with the Infinity Management Agreement,
personnel costs and other administrative expenses.
Results of Operations
Three Months Ended March 31, 2003 Compared
With Three Months Ended March 31, 2002
--------------------------------------
Westwood One derives substantially all of its revenue from the sale of
advertising time to advertisers. Net revenue in the first quarter of 2003 was
$125,795 compared with $126,296 in the first quarter of 2002, a decrease of
$501. The non-recurrence of approximately $6,000 of revenue associated with the
Company's exclusive radio broadcast of the Winter Olympics in 2002 was partially
offset by revenue attributable to new programming. Additionally, we experienced
a softening of advertiser sales prior to and immediately after the commencement
of the war with Iraq.
Operating costs and expenses excluding depreciation and amortization
decreased $349 to $92,052 in the first quarter of 2003 from $92,401 in the first
quarter of 2002. The non-recurrence of expenses attributable to the Company's
broadcast of the Winter Olympics (approximately 6% of 2002 first quarter
operating costs and expenses) and lower employee related expenses were partially
offset by costs associated with new program offerings, higher insurance expenses
and news costs. .
Depreciation and amortization increased 2% to $2,880 in the first quarter
of 2003 compared with $2,835 in the first quarter of 2002.
Corporate administrative expenses decreased 5% to $1,644 in the first
quarter of 2003 from $1,737 in the first quarter of 2002. The decrease was
primarily attributable to lower compensation expense, partially offset by higher
expenses associated with new corporate governance regulations.
Operating income decreased nominally to $29,219 in the first quarter of
2003 from $29,323 in the first quarter of 2002, primarily due to the
non-recurrence of profit associated with the 2002 Winter Olympics broadcast in
the first quarter of 2002.
8
Net interest expense increased 41% in the first quarter of 2003 to $2,431
from $1,723 in 2002. The increase was attributable to higher debt outstanding in
the first quarter of 2003 as a result of the Company's issuance of $200 million
in a combination of 7 and 10-year fixed rate Senior Unsecured Notes in the
fourth quarter of 2002 and higher average interest rates.
Income tax expense in the first quarter of 2003 was $9,874 compared with
$10,157 in the first quarter of 2002. The Company's effective income tax rate
was approximately 37% in both periods.
Net income in the first quarter of 2003 was $16,914 compared with $17,443
in the first quarter of 2002 a decrease of $529 or 3%. Net income per basic and
diluted share were $.16 in both periods.
Weighted average shares outstanding used to compute basic and diluted
earnings per share decreased to 103,063 and 105,638, respectively, in the first
quarter of 2003 compared with 106,629 and 110,434, respectively, in the first
quarter of 2002. The decrease is principally attributable to the Company's stock
repurchase program.
Liquidity and Capital Resources
The business is financed through cash flows from operations and the
issuance of debt and equity. The Company continually projects anticipated cash
requirements, which include share repurchases, acquisitions, capital
expenditures, and principal and interest payments on its outstanding
indebtedness, as well as cash flows generated from operating activity available
to meet these needs. Any net cash funding requirements are financed with
short-term borrowings and long-term debt.
At March 31, 2003, the Company's cash and cash equivalents were $5,316, a
decrease of $2,055 from the December 31, 2002 balance.
For the three months ended March 31, 2003 versus the comparable prior year
period, net cash from operating activities increased $11,757. The improvement
was primarily attributable to increased accounts receivable collections.
At March 31, 2003, the Company had available borrowings of $197,500 on its
revolving credit facility. Pursuant to the terms of the facility, the amount of
available borrowings declines by $7,500 at the end of each quarter in 2003. The
Company has used its available cash to either repurchase its Common Stock and
warrants and/or repay its debt. In the first quarter of 2003, the Company
repurchased approximately 1,769 shares of Common Stock at a cost of $59,526. In
the month of April, the Company repurchased an additional 515 shares of Common
Stock at a cost of approximately $17,025.
The Company's business does not require, and is not expected to require,
significant cash outlays for capital expenditures.
The Company believes that its cash, other liquid assets, operating cash
flows and available bank borrowings, taken together, provide adequate resources
to fund ongoing operating requirements.
9
Item 3. Qualitative and Quantitative Disclosures about Market Risk
In the normal course of business, the Company employs established policies
and procedures to manage its exposure to changes in interest rates using
financial instruments. The Company uses derivative financial instruments
(fixed-to-floating interest rate swap agreements) for the purpose of hedging
specific exposures and holds all derivatives for purposes other than trading.
All derivative financial instruments held reduce the risk of the underlying
hedged item and are designated at inception as hedges with respect to the
underlying hedged item. Hedges of fair value exposure are entered into in order
to hedge the fair value of a recognized asset, liability, or a firm commitment.
In order to achieve a desired proportion of variable and fixed rate debt,
in December 2002, the Company entered into a seven year interest rate swap
agreement covering $25 million notional value of its outstanding borrowing to
effectively float the interest rate at three-month LIBOR plus 74 basis points
and two ten year interest rate swap agreements covering $75 million notional
value of its outstanding borrowing to effectively float the interest rate at
three-month LIBOR plus 80 basis points.
These swap transactions allow the Company to benefit from short-term
declines in interest rates. The instruments meet all of the criteria of a
fair-value hedge. The Company has the appropriate documentation, including the
risk management objective and strategy for undertaking the hedge, identification
of the hedging instrument, the hedged item, the nature of the risk being hedged,
and how the hedging instrument's effectiveness offsets the exposure to changes
in the hedged item's fair value or variability in cash flows attributable to the
hedged risk.
With respect to the borrowings pursuant to the Company's revolving credit
facility, the interest rate on the borrowings is based on the prime rate plus an
applicable margin of up to .25%, or LIBOR plus an applicable margin of up to
1.25%, as chosen by the Company. Historically, the Company has typically chosen
the LIBOR option with a three month maturity. Every .25% change in interest
rates has the effect of increasing or decreasing our annual interest expense by
$5,000 for every $2 million of outstanding debt.
The Company continually monitors its positions with, and the credit quality
of, the financial institutions that are counterparties to its financial
instruments, and does not anticipate nonperformance by the counterparties.
The Company's receivables do not represent a significant concentration of
credit risk due to the wide variety of customers and markets in which the
Company operates.
Item 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934,
as amended) within 90 days of the filing date of this report, and have concluded
that the Company's disclosure controls and procedures are effective for
gathering, analyzing and disclosing the information we are required to disclose
in our reports filed under the Securities and Exchange Act of 1934. There have
been no significant changes in our internal controls or in other factors that
could significantly affect these controls subsequent to the evaluation date.
10
PART II OTHER INFORMATION
Items 1 through 5
These items are not applicable.
Item 6 - Exhibits and Reports on Form 8-K
(a) EXHIBIT
NUMBER DESCRIPTION
3.1 Restated Certificate of Incorporation, as filed on October 25, 2002. (14)
3.2 Bylaws of Registrant as currently in effect. (6)
4.1 Note Purchase Agreement, dated December 3, 2002, between Registrant and the
Purchasers. (15)
*10.1Employment Agreement, dated April 29, 1998, between Registrant and Norman
J. Pattiz. (8)
10.2 Form of Indemnification Agreement between Registrant and its Directors and
Executive Officers. (1)
10.3 Amended and Restated Credit Agreement, dated September 30, 1996, between
Registrant and The Chase Manhattan Bank and Co-Agents. (6)
10.4 Second Amended and Restated Credit Agreement dated November 17, 2000,
between Registrant and The Chase Manhattan Bank and Co-Agents. (12)
10.5 Amendment One dated October 24, 2002 to the Amended and Restated Credit
Agreement. (15)
10.6 Purchase Agreement, dated as of August 24, 1987, between Registrant and
National Broadcasting Company, Inc. (2)
10.7 Agreement and Plan of Merger among Registrant, Copter Acquisition Corp. and
Metro Networks, Inc. dated as of June 1, 1999 (9)
*10.8Amendment No. 1 to the Agreement and Plan Merger, dated as of August 20,
1999, by and among Registrant, Copter Acquisition Corp. and Metro Networks,
Inc. (10)
10.9 Management Agreement, dated as of March 30, 1999, and amended on April 15,
2002 between Registrant and Infinity Broadcasting Corporation. (9) (13)
10.10Representation Agreement, dated as of March 31, 1997, between Registrant
and CBS, Inc. (7) (13)
10.11Westwood One Amended 1999 Stock Incentive Plan. (9)
10.12Westwood One, Inc. 1989 Stock Incentive Plan. (3)
10.13Amendments to the Westwood One, Inc. Amended 1989 Stock Incentive Plan.
(4) (5)
10.14Leases, dated August 9, 1999, between Lefrak SBN LP and Westwood One, Inc.
and between Infinity and Westwood One, Inc. relating to New York, New York
offices. (11)
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
***********************************************
*Indicates a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
On February 11, 2003, Registrant filed a current report on Form 8-K
announcing its fourth quarter and full year 2002 financial results.
On March 18, 2003, Registrant filed a current report on Form 8-K
updating its financial guidance for the first quarter and full year
2003.
*********************************
11
*Indicates a management contract or compensatory plan
(1) Filed as part of Registrant's September 25, 1986 proxy statement and
incorporated herein by reference.
(2) Filed an exhibit to Registrant's current report on Form 8-K dated September
4, 1987 and incorporated herein by reference.
(3) Filed as part of Registrant's March 27, 1992 proxy statement and
incorporated herein by reference.
(4) Filed as an exhibit to Registrant's July 20, 1994 proxy statement and
incorporated herein by reference.
(5) Filed as an exhibit to Registrant's May 17, 1996 proxy statement and
incorporated herein by reference.
(6) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the
quarter ended September 30, 1996 and incorporated herein by reference.
(7) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference.
(8) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998 and incorporated herein by reference.
(9) Filed as an exhibit to Registrant's August 24, 1999 proxy statement and
incorporated herein by reference.
(10) Filed as an exhibit to Registrant's current report on Form 8-K dated
October 1, 1999 and incorporated herein by reference.
(11) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference.
(12) Filed as an exhibit to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 and incorporated herein by reference.
(13) Filed as an exhibit to Registrant's April 29, 2002 proxy statement and
incorporated herein by reference.
(14) Filed as an exhibit to Registrant's Quarterly report on Form 10-Q for the
quarter ended September 30, 2002 and incorporated herein by reference.
(15) Filed as an exhibit to Registrant's current report on Form 8-K dated
December 3, 2002 and incorporated herein by reference.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTWOOD ONE, INC.
By: /S/ JOEL HOLLANDER
---------------------------
Joel Hollander
Chief Executive Officer
By: /S/ JACQUES TORTOROLI
---------------------------
Jacques Tortoroli
Chief Financial Officer
Dated: May 14, 2003
13
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Joel Hollander, Chief Executive Officer of the Company, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Westwood One, Inc.;
2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
14
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/S/ JOEL HOLLANDER
------------------
Joel Hollander
Chief Executive Officer
May 14, 2003
15
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Jacques Tortoroli, Chief Financial Officer of the Company, certify that:
1) I have reviewed this quarterly report on Form 10-Q of Westwood One, Inc.;
2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have;
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as the Evaluation Date;
5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
16
6) The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/S/ JACQUES TORTOROLI
---------------------
Jacques Tortoroli
Chief Financial Officer
May 14, 2003
17