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Cox Radio 10-K 2009
Form 10-K
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

[  ] 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 1-12187

LOGO

(Exact name of Registrant as specified in its charter)

 

Delaware   58-1620022
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
6205 Peachtree Dunwoody Road, Atlanta, Georgia   30328
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (678) 645-0000

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Class A common stock, par value $0.33 per share

  New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.  x

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Class A common stock held by non-affiliates (assuming that the registrant’s affiliates are its officers, directors and 10% or greater stockholders) was $270,519,390 based on the closing price on the New York Stock Exchange on such date.

There were 21,447,204 shares of Class A common stock outstanding as of January 31, 2009.

There were 58,733,016 shares of Class B common stock outstanding as of January 31, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2008 Annual Report to Shareholders and the Proxy Statement for the 2009 Annual Meeting of Shareholders are incorporated by reference into Part II and Part III.


Table of Contents

COX  RADIO / 2008  FORM  10-K

 

 

2008 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

 

            Page
PART I

Item 1.

   Business    3

    Item 1A.

   Risk Factors    20

    Item 1B.

   Unresolved Staff Comments    23

Item 2.

   Properties    24

Item 3.

   Legal Proceedings    25

Item 4.

   Submission of Matters to a Vote of Security Holders    25
PART II

Item 5.

   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    26

Item 6.

   Selected Consolidated Financial Data    28

Item 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    29

    Item 7A.

   Quantitative and Qualitative Disclosure About Market Risk    40

Item 8.

   Financial Statements and Supplementary Data    41

Item 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    65

    Item 9A.

   Controls and Procedures    65

    Item 9B.

   Other Information    65
PART III

Item 10.

   Directors and Executive Officers and Corporate Governance    66

Item 11.

   Executive Compensation    66

Item 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    66

Item 13.

   Certain Relationships and Related Transactions, and Director Independence    66

Item 14.

   Principal Accounting Fees and Services    66
PART IV

Item 15.

   Exhibits and Financial Statement Schedules    67

Signatures

   69

Preliminary Notes

This annual report on Form 10-K is for the year ended December 31, 2008. This annual report modifies and supersedes documents filed prior to this annual report. The Securities and Exchange Commission (SEC) allows us to “incorporate by reference” information that we file with them, which means that we can disclose important information to you by referring you directly to those documents. Information incorporated by reference is considered to be part of this annual report. In addition, information that we file with the SEC in the future will automatically update and supersede information contained in this annual report. In this annual report, “Cox Radio,” “we,” “us” and “our” refer to Cox Radio, Inc. and its subsidiaries.

Industry and market data used throughout this annual report is based on independent industry and government publications, reports by market research firms and other published independent sources. Some data also is based on our good faith estimates, which are derived from our review of internal surveys and independent sources.

 

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Table of Contents

COX  RADIO / 2008  FORM  10-K

 

 

PART I

 

ITEM 1. Business

We are one of the largest radio broadcasting companies in the United States and our business constitutes one reportable segment for accounting purposes. We own, operate or provide sales and other services for 86 radio stations (71 FM and 15 AM) clustered in 19 markets. We operate three or more stations in 16 of our 19 markets and offer a wide range of programming formats in geographically diverse markets across the United States.

We are an indirect majority-owned subsidiary of Cox Enterprises, Inc., which indirectly owns approximately 77% of our common stock and has approximately 97% of the voting power of Cox Radio. There are two classes of common stock outstanding, Class A common stock, par value $0.33 per share, which is entitled to one vote per share, and Class B common stock, par value $0.33 per share, which is entitled to ten votes per share. Cox Enterprises’ wholly-owned subsidiary, Cox Media Group, Inc. (formerly Cox Broadcasting), owns 100% of our outstanding Class B common stock.

Cox Enterprises, a privately-held corporation headquartered in Atlanta, Georgia, is one of the largest media companies in the United States. Our business was operated as part of Cox Enterprises prior to our initial public offering in September 1996, at which time Cox Enterprises transferred all of its U.S. radio operations to us. As part of Cox Enterprises, we were a pioneer in radio broadcasting, building our first station in 1934, acquiring our flagship station, WSB-AM (Atlanta), in 1939, and launching our first FM station, WSB-FM (Atlanta), in 1948.

We seek to maximize the revenues and operating income of our radio stations by operating and developing clusters of stations in demographically attractive and growing markets, including Atlanta, Birmingham, Houston, Jacksonville, Miami, Orlando, San Antonio and Tampa. Further, we believe that our experienced senior management team is well-positioned to manage larger radio station clusters, as well as new radio station clusters, and take advantage of new opportunities arising in the U.S. radio broadcasting industry.

As a result of our management, programming and sales efforts, our radio stations are characterized by strong ratings and above average power ratios (defined as total advertising revenue share in a particular market divided by audience share in such market). Our stations are diversified in terms of format, target audience and geographic location.

Acquisitions and Dispositions

We account for all acquisitions using the purchase method. As such, the results of operations of the acquired stations have been included in the results of operations from the date of acquisition. Specific transactions entered into by us during the past three years are summarized below.

On August 1, 2008, Cox Radio acquired six radio stations serving the Athens, Georgia market. The stations were acquired for an aggregate purchase price of approximately $60 million, of which $12 million had been previously paid to the sellers under an option agreement, and the remaining $48 million was funded with borrowings under our credit facility. The majority of the $60 million purchase price, adjusted for customary closing adjustments, was allocated to Federal Communications Commission (FCC) licenses upon consummation of the transaction.

In September 2006, we acquired WOKV-FM (formerly WBGB-FM), which serves the Jacksonville, Florida market, for a purchase price of approximately $7.7 million. The majority of the purchase price was allocated to FCC licenses upon consummation of the transaction.

 

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COX  RADIO / 2008  FORM  10-K

 

 

Radio Stations

The following table summarizes certain information relating to radio stations we own or operate:

 

Market (1) and Station

Call Letters

  Format  

Target

Demographic

Group

 

Audience
Share in Target

Demographic

Group

 

Rank

in Target

Demographic

Group

 

Demographic Group

(Adults 25-54)

          Audience
Share
  Rank

Atlanta(2)

           

WSB-AM

  News/Talk   Adults 25-54   7.3   3   7.3   3

WALR-FM

  Urban Adult Contemporary   Adults 25-54   7.5   2   7.5   2

WSB-FM

  Adult Contemporary   Women 25-54   7.1   3   5.2   4

WBTS-FM

  Rhythmic Contemporary Hit Radio   Adults 18-34   6.1   4   2.8   13

WSRV-FM

  Classic Hits   Men 25-54   5.1   4   4.5   5

Athens (3)

           

WRFC-AM

  Sports Radio   Men 25-54        

WGAU-AM

  News/Talk   Adults 35-54        

WPUP-FM

  Classic Rock   Adults 25-54        

WNGC-FM

  Contemporary Country   Adults 25-54        

WGMG-FM

  Adult Contemporary   Adults 25-54        

WXKT-FM

  Rock   Adults 25-54        

Birmingham

           

WBHJ-FM

  Hip Hop   Adults 18-34   16.7   1   7.1   3

WBHK-FM

  R&B/Soul   Adults 25-54   12.1   1   12.1   1

WZZK-FM

  Country   Adults 25-54   8.4   2   8.4   2

WBPT-FM

  Classic Hits   Adults 25-54   4.8   6   4.8   6

WAGG-AM

  Gospel   Adults 35-54   4.4   9   3.9   11

WPSB-AM

  Spanish   Adults 25-54        

WNCB-FM

  New Country   Adults 18-34   2.2   13   2.1   15

Dayton

           

WHKO-FM

  Country   Adults 25-54   7.7   3   7.7   3

WHIO-AM/WHIO-FM(4)

  News/Talk   Adults 35-54   7.2   5   6.1   6

WZLR-FM

  Classic Hits   Adults 25-54   2.4   12   2.4   12

Greenville

           

WJMZ-FM

  Urban   Adults 25-54   10.4   1   10.4   1

WHZT-FM

  Rhythmic Contemporary Hit Radio   Adults 18-34   9.0   4   4.0   11

Honolulu

           

KRTR-FM

  Adult Contemporary   Women 25-54   10.0   2   7.4   2

KCCN-FM

  Hawaiian Contemporary Hit Radio   Adults 18-34   9.5   2   6.3   3

KPHW-FM

  Rhythmic Contemporary Hit Radio   Women 18-34   10.7   1   3.9   12

KINE-FM

  Hawaiian Adult Contemporary   Adults 25-54   6.1   4   6.1   4

KRTR-AM

  Soft Adult Contemporary   Adults 25-54   0.6   26   0.6   26

KKNE-AM

  Traditional Hawaiian   Adults 45+   0.8   25   0.4   29

Houston(5)

           

KHTC-FM

  Classic Hits   Adults 35-54   3.9   10   3.1   16

KKBQ-FM

  Country   Adults 25-54   4.1   10   4.1   10

KTHT-FM

  Country Legends   Adults 35-54   2.2   19   1.7   21

KHPT-FM

  ‘80s   Adults 25-44   3.3   12   3.3   15

 

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COX  RADIO / 2008  FORM  10-K

 

 

Market (1) and Station

Call Letters

  Format  

Target

Demographic

Group

 

Audience
Share in Target

Demographic

Group

 

Rank

in Target

Demographic

Group

 

Demographic Group

(Adults 25-54)

          Audience
Share
  Rank

Jacksonville

           

WFYV-FM

  Classic Rock   Men 25-54   6.9   3   4.8   8

WOKV-AM/WOKV-FM(4)

  News/Talk   Adults 35-54   8.5   1   7.2   2

WAPE-FM

  Contemporary Hit Radio   Women 18-34   10.8   2   4.8   8

WMXQ-FM

  ‘80s   Adults 25-49   3.1   12   3.1   13

WJGL-FM

  Classic Hits   Adults 35-54   7.0   5   6.0   6

Long Island(5)

           

WBLI-FM

  Contemporary Hit Radio   Women 18-34   13.4   2   6.2   3

WBAB-FM/WHFM-FM(4)

  Mainstream Rock   Men 25-54   8.3   1   6.6   2

Louisville

           

WVEZ-FM

  Adult Contemporary   Women 25-54   9.1   2   5.6   4

WSFR-FM

  Classic Rock   Men 25-54   7.5   3   5.5   5

WQNU-FM

  New Country   Adults 25-44   2.5   13   3.1   13

WRKA-FM

  Country Legends   Adults 35-54   3.7   9   3.3   11

Miami

           

WHQT-FM

  Urban Adult Contemporary   Adults 25-54   7.2   1   7.2   1

WEDR-FM

  Urban Contemporary   Adults 18-34   11.0   1   4.6   5

WFLC-FM

  Adult Contemporary   Women 25-54   5.9   4   5.3   3

WHDR-FM

  Active Rock   Men 18-34   4.6   6   2.4   17

Orlando

           

WCFB-FM

  Urban Adult Contemporary   Adults 25-54   7.4   1   7.4   1

WPYO-FM

  Rhythmic Contemporary Hit Radio   Adults 18-34   9.0   1   3.1   17

WDBO-AM

  News/Talk   Adults 35-54   4.6   8   3.6   12

WHTQ-FM

  Classic Rock   Men 35-54   5.7   4   3.5   13

WWKA-FM

  Country   Adults 25-54   5.7   3   5.7   3

WMMO-FM

  Rock Adult Contemporary   Adults 25-54   4.6   7   4.6   7

Richmond

           

WKLR-FM

  Classic Rock   Men 25-54   6.0   6   4.3   10

WKHK-FM

  Country   Adults 25-54   6.7   4   6.7   4

WMXB-FM

  Adult Contemporary   Women 25-54   4.2   10   2.9   13

WDYL-FM

  Alternative Rock   Men 18-34   5.2   6   1.8   15

San Antonio

           

KONO-FM/KONO-AM (4)

  Greatest Hits   Adults 35-54   6.9   1   5.5   3

KISS-FM

  Active Rock   Men 18-49   11.8   1   6.3   1

KSMG-FM

  Hot Adult Contemporary   Women 25-54   4.2   8   3.2   14

KCYY-FM

  Country   Adults 25-54   5.0   5   5.0   5

KPWT-FM

  Rhythmic Contemporary Hit Radio   Adults 18-34   5.4   4   2.4   18

KKYX-AM

  Country Legends   Adults 35-64   1.4   20   0.7   26

Southern Connecticut

           

Bridgeport/Fairfield County

           

WEZN-FM

  Adult Contemporary   Women 25-54   13.5   2   9.5   2

New Haven

           

WPLR-FM

  Classic Rock   Men 25-54   12.3   1   9.4   1

WYBC-FM (6)

  Urban Adult Contemporary   Adults 25-54   8.0   2   8.0   2

 

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COX  RADIO / 2008  FORM  10-K

 

 

Market (1) and Station

Call Letters

  Format  

Target

Demographic

Group

 

Audience
Share in Target

Demographic Group

 

Rank

in Target

Demographic Group

 

Demographic Group

(Adults 25-54)

          Audience
Share
  Rank

Stamford-Norwalk

           

WCTZ-FM

  Adult Contemporary   Women 35-54   4.7   4   3.6   6

WFOX-FM

  Classic Rock   Adults 25-54   2.4   12   2.4   12

WSTC-AM/WNLK-AM

  News/Talk   Adults 35-54   1.6   19   1.2   27

Tampa

           

WWRM-FM

  Adult Contemporary   Women 25-54   7.5   1   4.6   5

WDUV-FM

  Soft Adult Contemporary   Adults 35-64   6.1   2   3.3   14

WXGL-FM

  Classic Hits   Adults 35-54   4.4   7   3.6   10

WSUN-FM

  Alternative Rock   Men 18-34   7.6   5   3.0   18

WPOI-FM

  ‘80s   Adults 25-54   3.6   10   3.6   10

WHPT-FM

  Classic Rock   Men 25-44   12.1   1   7.8   1

Tulsa

           

KKCM-FM

  Christian
Contemporary
  Women 25-54   6.1   5   4.4   8

KWEN-FM

  Country   Adults 25-54   8.0   2   8.0   2

KJSR-FM

  Classic Rock   Adults 35-54   6.0   4   5.4   5

KRMG-AM

  News/Talk   Adults 35-54   5.4   5   4.6   7

KRAV-FM

  Adult Contemporary   Women 25-54   7.8   2   5.6   4

Source: Arbitron Market Reports four-book average for Winter 2008, Spring 2008, Summer 2008 and Fall 2008, unless otherwise noted.

 

 

(1) Metropolitan market served; city of license may differ.
(2) Audience share and audience rank for the Atlanta market is a combination of three quarterly Arbitron Market Reports and one quarter of Arbitron’s Portable People Meter (PPM) data.
(3) Ratings are not currently measured by Arbitron in this market.
(4) Audience share and audience rank information for these stations are combined because the stations are simulcast.
(5) Audience share and audience rank for these markets were derived from PPM data.
(6) Station operated by us under a joint sales agreement (JSA).

 

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COX  RADIO / 2008  FORM  10-K

 

 

Operating Strategy

The following is a description of the key elements of our operating strategy:

Clustering of Stations

We operate our stations in clusters to:

 

 

Enhance net revenue growth by increasing the appeal of our stations to advertisers and enabling our stations to compete more effectively with other forms of advertising; and

 

Achieve operating efficiencies by consolidating broadcast facilities, eliminating duplicative positions in management and production and reducing overhead expenses.

Management believes that operating several radio stations in each of its markets enables its sales teams to offer advertisers more attractive advertising packages. Furthermore, as radio clusters achieve significant audience share, they can deliver to advertisers the audience reach that historically only television and newspapers could offer, with the added benefit of frequent exposure to advertisers’ target customers. Management believes that our clusters of stations, and their corresponding audience shares, provide opportunities to capture an increased share of total advertising revenue in each of our markets.

Implementation of Our Management Philosophy

Our local station operations, supported by a lean corporate staff, employ a management philosophy emphasizing:

 

 

Market research and targeted programming;

 

A customer-focused selling strategy for advertising;

 

Marketing and promotional activities; and

 

Strong management teams.

Market Research and Targeted Programming

Our research, programming and marketing strategy combine extensive research with an assessment of competitors’ vulnerabilities and market dynamics in order to identify specific audience opportunities within each market. We also retain consultants and research organizations to continually evaluate listener preferences. Using this information, we tailor the programming, marketing and promotions of each station to maximize its appeal to its target audience. Our disciplined application of market research enables each of our stations to be responsive to the changing preferences of our targeted listeners. This approach focuses on the needs of the listeners and their communities and is designed to improve ratings and maximize the impact of advertising for our customers.

Through research, programming and marketing, we also seek to create a distinct and marketable local identity for each of our stations in order to enhance audience share and listener loyalty and to protect against direct format competition. To achieve this objective, we employ and promote distinct high-profile on-air personalities and local sports programming at many of our stations. For example, we broadcast “Rush Limbaugh” in Dayton, Jacksonville and Tulsa; “The Clark Howard Show” in Atlanta, Dayton, Jacksonville, Orlando, Stamford-Norwalk and Tulsa; “Neal Boortz” in Atlanta, Dayton, Jacksonville, Orlando and Tulsa; “Tom Joyner” in Atlanta, Birmingham, Greenville, Miami and Orlando; “Sean Hannity” in Atlanta, Dayton, Jacksonville, Orlando and Tulsa; the Jacksonville Jaguars in Jacksonville; and the Orlando Magic in Orlando.

Customer-Focused Selling Strategy for Advertising

We have implemented a unique, customer-focused approach to selling advertising. Our sales personnel are trained to approach each advertiser with a view towards solving the marketing needs of the customer. In this regard, our sales staff consults with customers, attempts to understand their business goals and offers comprehensive marketing solutions, including the use of radio advertising. Instead of merely selling station advertising time, sales personnel are encouraged to develop innovative marketing strategies for the station’s advertising customers.

 

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COX  RADIO / 2008  FORM  10-K

 

 

Marketing and Promotional Activities

Stations regularly engage in significant local promotional activities, including advertising on local television and in local print media, participating in telemarketing and direct mailings and sponsoring contests, concerts and special events. Special events may include charitable athletic events, events centered on a major local occasion or local ethnic group and special community or family events. We also engage in joint promotional activities with other media in our markets to further leverage promotional spending. These promotional efforts help our stations add new listeners and increase the amount of time spent listening to our stations.

Strong Management Teams

In addition to relying upon experienced senior operating management, we place great importance on the hiring and development of strong local management teams and have been successful in retaining experienced management teams that have strong ties to their communities and customers.

We invest significant resources in identifying and training our employees to create a talented team of managers at all levels of station operations. These resources include:

 

 

Center for Sales Strategy, an independent sales and management training company which trains and develops managers and sales executives; and

 

A program of leadership development conducted by our senior operating management and outside consultants.

Local managers are empowered to run the day-to-day operations of their stations and to develop and implement strategies that will improve station performance and establish long-term relationships with listeners and advertisers. The compensation of our senior operating management team and local station managers is dependent upon financial performance, and incentives to enhance performance are provided through awards under our Third Amended and Restated Long-Term Incentive Plan (LTIP).

Acquisition Strategy

We have implemented our clustering strategy through the acquisition of radio stations in several existing markets as well as in new markets and through the disposition of certain radio stations that did not enhance our operating clusters. Management believes that larger, well-capitalized companies with experienced management, such as Cox Radio, are best positioned to take advantage of acquisition opportunities. Management considers the following factors when making an acquisition:

Market Selection Considerations

Our acquisition strategy has been focused on clustering stations in our existing markets and making opportunistic acquisitions in additional markets in which we believe that we can achieve a leading position in terms of audience and revenue share in a cost-effective manner. Management believes that it has the financial resources and expertise to continue to pursue its acquisition strategy when appropriate opportunities arise. Certain future acquisitions may be limited by the multiple and cross-ownership rules of the FCC. See “Federal Regulation of Radio Broadcasting – General Ownership Matters.”

Station Considerations

We expect to concentrate on acquiring radio stations that offer, through the application of our operating philosophy, the potential for improvement in the station’s performance. Such stations may be in various stages of development, presenting us with an opportunity to apply our management techniques and enhance asset value. In evaluating potential acquisitions, we consider the strength of a station’s broadcast signal. A powerful broadcast signal enhances delivery range and clarity, thereby influencing listener preference and loyalty. We also assess the strategic fit of an acquisition with our existing clusters of radio stations. When entering a new market, we expect to acquire a “platform” upon which to expand our portfolio of stations and to build a leading cluster of stations.

Industry Overview

The primary source of revenues for radio stations is the sale of advertising time to local and national spot advertisers and national network advertisers. During the past decade, local advertising revenue as a percentage of total radio advertising revenue in a given market has ranged from approximately 75% to 80% according to the Radio Advertising Bureau.

 

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COX  RADIO / 2008  FORM  10-K

 

 

Radio is considered an efficient, cost-effective means of reaching specifically identified demographic groups. Stations are typically classified by their on-air format, such as country, adult contemporary, rock or news/talk. A station’s format and style of presentation enables it to target certain demographics. By capturing a specific share of a market’s radio listening audience, with particular concentration in a targeted demographic, a station is able to market its broadcasting time to advertisers seeking to reach a specific audience. Advertisers and stations utilize data published by audience measuring services, such as Arbitron, to estimate how many people within particular geographical markets and demographics listen to specific stations.

The number of advertisements that can be broadcast without jeopardizing listening levels (and the resulting ratings) is limited in part by the format of a particular station and the local competitive environment. Although the number of advertisements broadcast during a given time period may vary, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year.

A station’s local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local and regional advertising agencies and businesses. To generate national advertising sales, a station usually will engage a firm that specializes in soliciting radio advertising sales on a national level. National sales representatives obtain advertising principally from advertising agencies located outside the station’s market and receive commissions based on the revenue from the advertising obtained.

Competition

The radio broadcasting industry is a highly competitive business. We currently are one of the largest radio broadcasting companies in the United States based on revenues. The success of each of our stations depends largely upon its audience ratings and its share of the overall advertising revenue within the particular market. Our stations compete for listeners directly with other radio stations in their respective markets, primarily on the basis of program content that appeals to a target demographic group. Within our markets, we compete with stations owned or operated by other radio broadcasting companies, and we believe our principal competitors include, but are not limited to, Clear Channel Communications, CBS Radio, Citadel Broadcasting, Radio One, Univision, Emmis Communications Corporation and Cumulus Media. By building a strong listener base consisting of a specific demographic in each of our markets, we are able to attract advertisers seeking to reach those listeners. Our stations compete for advertising revenue directly with other radio stations and with other electronic, broadcast and print media within their respective markets.

Factors that are material to a station’s competitive position include management experience, the station’s audience share and rank in its market, transmitter power, assigned frequency, audience characteristics, local program acceptance, and the number and characteristics of other stations in the market area. We attempt to improve our competitive position by:

 

 

Researching our stations’ programming;

 

Implementing advertising and promotional campaigns aimed at the demographics targeted by our stations; and

 

Managing our sales efforts to attract a larger share of advertising revenue.

Broadcasters also may, within limits, enter into joint arrangements with other stations in a market relating to programming, advertising sales and station operations. Management believes that radio stations that elect to take advantage of these opportunities may, in certain circumstances, have lower operating costs and may be able to offer advertisers more attractive rates and services. We also compete with other radio station groups to purchase additional radio stations.

Although the radio broadcasting industry is highly competitive, some barriers to entry exist. The operation of a radio broadcast station requires a license from the FCC. The number of radio stations that a single entity may own and operate in a given market is limited by the availability of FM and AM radio frequencies allotted by the FCC to communities in that market, as well as by the FCC’s multiple ownership rules. These rules regulate the number of stations that may be owned and controlled by a single entity. See “Federal Regulation of Radio Broadcasting – FCC Media Ownership Limits.” The FCC also uses competitive bidding procedures (auctions) to select among mutually exclusive applicants for new broadcast stations and major changes to existing stations.

 

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COX  RADIO / 2008  FORM  10-K

 

 

Potential advertisers can substitute advertising on radio stations with advertising through:

 

 

Broadcast television;

 

Cable television;

 

Direct broadcast satellite television;

 

Daily, weekly and free-distribution newspapers;

 

Other print media;

 

Billboards;

 

Direct mail; and

 

Other Internet media.

Competing media commonly target the customers of their competitors, and advertisers regularly shift dollars from radio to these competing media and vice versa. Accordingly, there can be no assurance that any of our stations will be able to maintain or increase our advertising revenue share. In addition, the radio broadcasting industry is subject to competition from new technologies and services that are being developed or introduced, such as the delivery of audio programming by cable television systems, by satellite digital audio radio service and by digital audio broadcasting. Digital audio broadcasting and satellite digital audio radio service provide for the delivery by terrestrial or satellite means of multiple new audio programming formats with compact disc quality sound to local and national audiences. Subscriber-based satellite services currently offer numerous channels (many without advertisements) on a nationwide basis. The delivery of information through the Internet also has created a new form of competition. The radio broadcasting industry historically has grown despite the introduction of new technologies for the delivery of entertainment and information, such as broadcast television, cable television, satellite radio, the Internet, compact discs, and portable digital audio players. There can be no assurance, however, that the development or introduction in the future of any new technologies or services will not have an adverse effect on the radio broadcasting industry.

Federal Regulation of Radio Broadcasting

The ownership, operation and sale of radio stations, including those licensed to us, are subject to the jurisdiction of the FCC, which acts under authority granted by the Communications Act of 1934, as amended (the Communications Act). Among other things, the FCC assigns frequency bands for broadcasting; determines the particular frequency, location and operating power of the stations; issues, renews and modifies station licenses; determines whether to approve changes in ownership or control of station licenses; regulates equipment used by stations; adopts and implements regulations and policies that directly or indirectly affect the program content, employment practices, ownership and business operations of stations; and has the power to impose penalties, including license revocations, for violations of its rules or the Communications Act.

The following is a brief summary of certain provisions of the Communications Act and of specific FCC rules and policies. This summary focuses on provisions material to our business, and a reader should refer to the Communications Act, FCC rules and public notices and rulings of the FCC for further information concerning the nature and extent of federal regulation of broadcast stations.

License Renewal

Radio stations operate pursuant to renewable broadcasting licenses that are ordinarily granted by the FCC for maximum terms of eight years. A station may continue to operate beyond the expiration date of its license if a timely-filed license renewal application is pending. During the periods when renewal applications are pending, petitions to deny license renewals can be filed by interested parties, including interest groups and members of the public. The FCC must grant a renewal application submitted by the licensee of a broadcast station if it finds that, during the preceding term the station has served the public interest, convenience and necessity; there have been no serious violations by the licensee of the Communications Act or the FCC’s rules; and there have been no other violations of the Communications Act or the rules which, taken together, would constitute a pattern of abuse. If a renewal applicant fails to meet these standards, the FCC may either deny such applicant’s renewal application or grant the renewal application on such terms and conditions as are appropriate, including renewal for less than a full term.

 

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Radio broadcast licensees are required to file applications to have their licenses renewed by the FCC. The FCC reviews at the same time all stations licensed to serve communities in a particular state. Historically, our FCC licenses have generally been renewed, and since we became a public company in 1996, the FCC has not denied any of our license renewal applications. We have no reason to believe that our licenses will not be renewed in the ordinary course, although there can be no assurance to that effect.

For the most recent license renewal cycle, all of our licenses have been renewed except for WBLI-FM in Long Island, WSRV-FM in Atlanta and WHKO-FM and WHIO-AM in Dayton (an application for each is pending and discussed below). A table showing our stations grouped by metropolitan market and listing the expiration date for each station’s FCC license appears below. The FCC’s denial of one or more of our license renewal applications could have a material adverse effect on our business.

The license renewal application for WBLI-FM in Long Island, filed in February 2006, remains pending due to further review by the FCC’s staff. The license renewal applications for WSRV-FM in Atlanta, filed in December 2003, and WHKO-FM and WHIO-AM in Dayton, filed in June 2004, remain pending due to the application by the FCC of its pre-December 2007 newspaper/broadcast cross-ownership rule while it reconsidered its cross-ownership limits. For further discussion of the FCC’s cross-ownership limits, see “Cross-Ownership Limits” below. Specifically, for WHKO-FM and WHIO-AM, our indirect parent company, Cox Enterprises, acquired ownership interests in two Ohio daily newspapers during the stations’ prior license terms. While these ownership interests would have been permissible under a cross-ownership rule adopted by the FCC in 2003, the courts directed the FCC to reconsider this rule. In December 2007, the FCC, retreating from its 2003 rule, adopted a rule presuming that newspaper/broadcast cross-ownership is permissible only in very limited circumstances. We will, therefore, revise our petitions for waiver of the cross-ownership limits currently on file with the FCC. Similarly, when we purchased WSRV-FM, we requested and received a temporary waiver of the newspaper/broadcast cross-ownership rule, due to the newspaper interests in the Atlanta area held by Cox Enterprises. We subsequently submitted a revised ownership showing to the FCC under which WSRV-FM would not be subject to the cross-ownership restriction, but the FCC has not acted on that submission. In the alternative, in light of the FCC’s December 2007 decision, we will also revise our request for a waiver of the newspaper/broadcast cross-ownership rule. We cannot predict how the FCC will respond to our revised petitions for waiver.

The FCC classifies each FM and AM station. The minimum and maximum facilities requirements for an FM station are determined by its class. FM class designations depend upon the geographic zone in which the transmitter is located. In general, commercial FM stations are classified as follows, in order of increasing power and antenna height: Class A, B1, C3, B, C2, C1, C0 and C.

An AM station operates on a clear channel, regional channel or local channel. A clear channel is one on which AM stations are assigned to serve wide areas. Clear channel AM stations are classified as:

 

 

Class A stations, which operate on an unlimited time basis and are designed to render primary and secondary service over an extended area;

 

Class B stations, which operate on an unlimited time basis and are designed to render service over a primary service area; or

 

Class D stations, which operate either during daytime hours only, during limited times only or on an unlimited time basis with low nighttime power.

A regional channel is one on which Class B and Class D AM stations may operate and serve primarily a principal center of population and the rural areas contiguous to it. A local channel is one on which Class C AM stations operate on an unlimited time basis and serve primarily a community and the suburban and rural areas immediately contiguous thereto.

 

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The following table sets forth selected information concerning each of the stations owned by us, or operated by us pursuant to a JSA, including the metropolitan market served (city of license may differ), frequency, FCC license expiration date (a station may continue to operate beyond the expiration date if a timely-filed license renewal application is pending), FCC license classification, antenna height above average terrain and power:

 

Market(1) and Station Call Letters    Frequency   

Expiration Date

of License

   Class    Height Above
Average Terrain(2)
   Power

Atlanta

              

WSB-AM

   750 KHz    4/1/12    A    N.A.    50 kw

WALR-FM

   104.1 MHz    4/1/12    C0    371 m    100 kw

WSB-FM

   98.5 MHz    4/1/12    C0    313 m    100 kw

WBTS-FM

   95.5 MHz    4/1/12    C1    432 m    40 kw

WSRV-FM(3)

   97.1 MHz    4/1/04    C    483 m    100 kw

Athens

              

WRFC-AM

   960 KHz    4/1/12    B    N.A.    5 kw day
               2.5 kw night

WGAU-AM

   1340 KHz    4/1/12    C    N.A.    1 kw

WPUP-FM

   100.1 MHz    4/1/12    A    88 m    4.3 kw

WNGC-FM

   106.1 MHz    4/1/12    C1    299 m    100 kw

WGMG-FM

   102.1 MHz    4/1/12    C3    100 m    10 kw

WXKT-FM

   103.7 MHz    4/1/12    C3    100 m    25 kw

Birmingham

              

WBHJ-FM

   95.7 MHz    4/1/12    C2    306 m    12 kw

WBHK-FM

   98.7 MHz    4/1/12    C1    408 m    39 kw

WZZK-FM

   104.7 MHz    4/1/12    C0    404 m    100 kw

WBPT-FM

   106.9 MHz    4/1/12    C0    404 m    100 kw

WAGG-AM

   610 KHz    4/1/12    B    N.A.    5 kw day
               1 kw night

WPSB-AM

   1320 KHz    4/1/12    D    N.A.    5 kw day
               0.111 kw night

WNCB-FM

   97.3 MHz    4/1/12    C2    404 m    6.4 kw

Dayton

              

WHKO-FM(3)

   99.1 MHz    10/1/04    B    325 m    50 kw

WHIO-AM(3)

   1290 KHz    10/1/04    B    N.A.    5 kw

WHIO-FM

   95.7 MHz    10/1/12    B    145 m    50 kw

WZLR-FM

   95.3 MHz    10/1/12    A    98 m    6 kw

Greenville-Spartanburg

              

WJMZ-FM

   107.3 MHz    12/1/11    C0    308 m    100 kw

WHZT-FM

   98.1 MHz    12/1/11    C0    304 m    100 kw

Honolulu

              

KRTR-FM

   96.3 MHz    2/1/14    C    645 m    75 kw

KCCN-FM

   100.3 MHz    2/1/14    C    599 m    100 kw

KPHW-FM

   104.3 MHz    2/1/14    C    645 m    75 kw

KINE-FM

   105.1 MHz    2/1/14    C    599 m    100 kw

KRTR-AM

   650 KHz    2/1/14    B    N.A.    10 kw

KKNE-AM

   940 KHz    2/1/14    B    N.A.    10 kw

 

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Market(1) and Station Call Letters    Frequency   

Expiration Date

of License

   Class    Height Above
Average Terrain(2)
   Power

Houston

              

KHTC-FM

   107.5 MHz    8/1/13    C    293 m    100 kw

KKBQ-FM

   92.9 MHz    8/1/13    C    585 m    100 kw

KTHT-FM

   97.1 MHz    8/1/13    C    563 m    100 kw

KHPT-FM

   106.9 MHz    8/1/13    C    579 m    100 kw

Jacksonville

              

WFYV-FM

   104.5 MHz    2/1/12    C    309 m    100 kw

WOKV-AM

   690 KHz    2/1/12    B    N.A.    50 kw day
               25 kw night

WOKV-FM

   106.5 MHz    2/1/12    A    100 m    6 kw

WAPE-FM

   95.1 MHz    2/1/12    C    300 m    100 kw

WMXQ-FM

   102.9 MHz    2/1/12    C    309 m    100 kw

WJGL-FM

   96.9 MHz    2/1/12    C    309 m    100 kw

Long Island

              

WBLI-FM(3)

   106.1 MHz    6/1/06    B    152 m    49 kw

WBAB-FM

   102.3 MHz    6/1/14    A    82 m    6 kw

WHFM-FM

   95.3 MHz    6/1/14    A    108 m    5 kw

Louisville

              

WVEZ-FM

   106.9 MHz    8/1/12    B    204 m    24.5 kw

WSFR-FM

   107.7 MHz    8/1/12    B1    173 m    8.2 kw

WQNU-FM

   103.1 MHz    8/1/12    C2    169 m    23 kw

WRKA-FM

   103.9 MHz    8/1/12    A    149 m    1.35 kw

Miami

              

WHQT-FM

   105.1 MHz    2/1/12    C0    307 m    100 kw

WEDR-FM

   99.1 MHz    2/1/12    C1    280 m    100 kw

WFLC-FM

   97.3 MHz    2/1/12    C    307 m    100 kw

WHDR-FM

   93.1 MHz    2/1/12    C0    307 m    100 kw

Orlando

              

WCFB-FM

   94.5 MHz    2/1/12    C0    453 m    100 kw

WPYO-FM

   95.3 MHz    2/1/12    C3    144 m    12 kw

WDBO-AM

   580 KHz    2/1/12    B    N.A.    5 kw

WHTQ-FM

   96.5 MHz    2/1/12    C    454 m    100 kw

WWKA-FM

   92.3 MHz    2/1/12    C    454 m    100 kw

WMMO-FM

   98.9 MHz    2/1/12    C2    159 m    44 kw

Richmond

              

WKLR-FM

   96.5 MHz    10/1/11    B    138 m    50 kw

WKHK-FM

   95.3 MHz    10/1/11    B    156 m    47 kw

WMXB-FM

   103.7 MHz    10/1/11    B    256 m    20 kw

WDYL-FM

   101.1 MHz    10/1/11    A    112 m    4 kw

 

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Market(1) and Station Call Letters    Frequency   

Expiration Date

of License

   Class    Height Above
Average Terrain(2)
   Power

San Antonio

              

KONO-FM

   101.1 MHz    8/1/13    C1    302 m    98 kw

KONO-AM

   860 KHz    8/1/13    B    N.A.    5 kw day
               0.9 kw night

KISS-FM

   99.5 MHz    8/1/13    C    453 m    100 kw

KSMG-FM

   105.3 MHz    8/1/13    C    453 m    100 kw

KCYY-FM

   100.3 MHz    8/1/13    C0    300 m    100 kw

KPWT-FM

   106.7 MHz    8/1/13    C0    310 m    100 kw

KKYX-AM

   680 KHz    8/1/13    B    N.A.    50 kw day
               10 kw night

Southern Connecticut

              

Bridgeport

              

WEZN-FM

   99.9 MHz    4/1/14    B    204 m    27.5 kw

New Haven

              

WPLR-FM

   99.1 MHz    4/1/14    B    276 m    15 kw

WYBC-FM(4)

   94.3 MHz    4/1/14    A    144 m    3 kw

Stamford-Norwalk

              

WCTZ-FM

   96.7 MHz    4/1/14    A    100 m    3 kw

WFOX-FM

   95.9 MHz    4/1/14    A    91 m    3 kw

WSTC-AM

   1400 KHz    4/1/14    C    N.A.    0.78 kw

WNLK-AM

   1350 KHz    4/1/14    B    N.A.    1 kw day
               0.5 kw night

Tampa

              

WWRM-FM

   94.9 MHz    2/1/12    C    470 m    100 kw

WDUV-FM

   105.5 MHz    2/1/12    C1    410 m    46 kw

WXGL-FM

   107.3 MHz    2/1/12    C1    182 m    100 kw

WSUN-FM

   97.1 MHz    2/1/12    C2    224 m    11.5 kw

WPOI-FM

   101.5 MHz    2/1/12    C    470 m    100 kw

WHPT-FM

   102.5 MHz    2/1/12    C    503 m    100 kw

Tulsa

              

KKCM-FM

   102.3 MHz    6/1/13    C2    150 m    50 kw

KWEN-FM

   95.5 MHz    6/1/13    C    405 m    100 kw

KJSR-FM

   103.3 MHz    6/1/13    C    390 m    100 kw

KRMG-AM

   740 KHz    6/1/13    B    N.A.    50 kw day
               25 kw night

KRAV-FM

   96.5 MHz    6/1/13    C    453 m    100 kw
(1) Metropolitan market served; city of license may differ.
(2) Height above average terrain not applicable to AM stations.
(3) A timely-filed license renewal application is pending at the FCC.
(4) We provide sales and other services to this station pursuant to a JSA.

General Ownership Matters

The Communications Act prohibits the assignment of a broadcast license or the transfer of control of a broadcast licensee without the prior approval of the FCC. To obtain the FCC’s prior consent to assign or transfer control of a broadcast license, appropriate applications must be filed with the FCC. Depending on whether

 

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the application involves the assignment of the license or a “substantial change” in ownership or control of the licensee (e.g., the transfer of more than 50% of the voting stock of the licensee), the application may be required to go on public notice for a period of approximately 30 days during which petitions to deny the application may be filed by interested parties, including interest groups and members of the public. When reviewing an assignment or transfer of control application, the FCC is prohibited from considering whether the public interest might be served by an assignment or transfer of control to any party other than the assignee or transferee specified in the application.

The FCC’s multiple ownership rules limit the permissible acquisitions and investments we may make. The FCC generally applies its ownership limits to “attributable” interests held by an individual, corporation, partnership or other association. In the case of corporations holding, or through subsidiaries controlling, broadcast licenses, the interests of the corporations’ officers and directors and those who, directly or indirectly, have the right to vote 5% or more of the corporation’s stock (or 20% or more of such stock in the case of insurance companies, investment companies and bank trust departments that are passive investors) are generally attributable.

In December 2000, the FCC eliminated its longstanding rule which provided that a minority stock interest in a corporation would not be deemed attributable if there were a single holder of more than 50% of the outstanding voting power of the corporation. The United States Court of Appeals for the District of Columbia Circuit subsequently reversed a similar rule change that the FCC had adopted with respect to the ownership of cable systems. The FCC then suspended elimination of the exemption as it applies to the ownership of broadcast stations and commenced a rulemaking to evaluate further whether to retain the exemption. In February 2008, the FCC tentatively concluded that it should reinstate the single majority shareholder exemption to its broadcast attribution rules and sought further public comment. Since our indirect parent company, Cox Enterprises, owns more than 50% of our outstanding voting power, our ownership structure would qualify for the single majority shareholder exemption if it is reinstated by the FCC.

The FCC treats all partnership interests as attributable, except for those limited partnership interests that are “insulated” by the terms of the limited partnership agreement from “material involvement” in the media-related activities of the partnership. The FCC applies the same attribution and insulation standards to limited liability companies and other new business forms.

The FCC treats as attributable a party’s equity and debt interests in a station licensee if, when combined, such interests exceed 33% of the value of such station licensee’s total assets and if the party holding the interests either (a) supplies more than 15% of the station’s total weekly programming (whether or not through a local marketing agreement (LMA)) or (b) has an attributable interest in another media entity in the same market. Equity and debt interests in small businesses that qualify under FCC rules as “eligible entities” may be subject to thresholds higher than the 33% limit before those interests become attributable. Under these rules, all non-conforming interests acquired before November 7, 1996 (other than LMAs) are permanently grandfathered and thus do not constitute attributable ownership interests. Neither Cox Enterprises nor any of its controlled affiliates have grandfathered non-conforming interests in us.

The Communications Act prohibits the holding of broadcast licenses by any corporation of which more than 20% of the capital stock is owned of record or voted by non-U.S. citizens, a foreign government, any corporation organized under the laws of a foreign country, or their representatives, or the holding of a broadcast license by any corporation directly or indirectly controlled by any other corporation of which more than 25% of its capital stock is owned of record or voted by such foreign persons, governments, entities or representatives, unless the FCC finds that the public interest would be served by granting a license under such circumstances. The FCC generally has declined to permit the control of broadcast licenses by corporations with foreign ownership or voting rights in excess of the 25% benchmark.

Local Marketing Agreements and Joint Sales Agreements

A significant number of radio broadcast licensees, including us, have entered into LMAs or JSAs. Under a typical LMA, separately-owned and licensed radio stations serving a common geographic area agree to function cooperatively in terms of programming, advertising sales and various administrative duties, subject to the licensee of each station maintaining independent control over the programming and station operations of its own station and compliance with other requirements of the FCC’s rules and policies as well as the antitrust laws. The LMA concept is referred to in the FCC rules as “time brokerage” under which a licensee of a station is permitted to sell the right to broadcast blocks of time on its station to an entity or entities which program the blocks of time and

 

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sell their own commercial advertising announcements for their own account during the time periods in question. The FCC’s multiple ownership rules specifically permit radio stations to enter into and implement LMAs so long as the licensee of the station which is being programmed under the LMA maintains complete control over the operations of its station and assures compliance with applicable FCC requirements. A party programming more than 15% of a radio station’s total weekly programming pursuant to an LMA is considered to have an attributable ownership interest in that station if such party also owns another radio station in the same market. We currently have no LMAs.

Under a typical JSA, two separately owned radio stations serving a common service area agree to function cooperatively in terms of advertising sales only. Under such an arrangement, one station sells for its own account advertising on another station, but does not provide any programming for the other station. The licensee of the station whose advertising time is brokered must maintain complete control over the operations of such station. A party brokering the sale of more than 15% of a station’s advertising time per week pursuant to a JSA is considered to have an attributable ownership interest in that station. We currently have one JSA for WYBC-FM, which serves the New Haven, Connecticut market.

FCC Media Ownership Limits

The FCC’s rules on media ownership limit the number of media properties in which one entity can have an attributable ownership interest. Expansion of our broadcast operations on both a local and national level is subject to the FCC’s ownership rules and any changes that may be proposed and ultimately adopted to such rules. Any relaxation of the ownership rules may increase the level of competition to the extent that our competitors may have greater resources and thereby may be in a superior position to take advantage of such changes. Any restriction may also have an effect on us and our investors.

Local Radio Limits and Radio Market Concentration Issues

The FCC’s rules on local radio limit the number of radio stations overall and the number of radio stations in a broadcast service (AM or FM) that a single party may own in a local market. In determining the size of a market, the rules consider both commercial and non-commercial stations and use an Arbitron-based definition of a local radio market. Our ownership groupings in Orlando and Tampa exceed the FCC’s ownership limits by one FM station in each market. While non-compliant ownership groupings that existed prior to 2003, such as our groupings in Orlando and Tampa, can be retained by their owners, such groupings cannot be sold intact to third parties unless (a) the third-party is a small business that qualifies under FCC rules as an “eligible entity” or (b) the third party assigns the excess stations to an eligible entity, or to an irrevocable divestiture trust that will assign the excess stations to an eligible entity, within 12 months after a sale. There currently are no rules limiting the number of radio stations that may be owned or controlled by one entity nationally.

The local radio multiple ownership rule limits the number of radio stations that one entity may own in a local geographic market. These limits are as follows:

 

 

In a radio market with 45 or more radio stations, a party may own, operate or control up to eight radio stations, not more than five of which are in the same broadcast service (AM or FM);

 

In a radio market with between 30 and 44 (inclusive) radio stations, a party may own, operate or control up to seven radio stations, not more than four of which are in the same broadcast service;

 

In a radio market with between 15 and 29 (inclusive) radio stations, a party may own, operate or control up to six radio stations, not more than four of which are in the same broadcast service; and

 

In a radio market with 14 or fewer radio stations, a party may own, operate or control up to five radio stations, not more than three of which are in the same broadcast service, except that a party may not own, operate or control more than 50% of the stations in the market.

Notwithstanding the limits contained in the FCC’s local radio multiple ownership rule, the FCC has the authority to waive its rules to permit any person or entity to own, operate or control, or have an attributable ownership interest in a number of radio broadcast stations in excess of the rule’s limits if the FCC determines that such ownership, operation, control or interest will result in an increase in the number of radio broadcast stations that are in operation.

In addition to the FCC’s rules governing radio ownership, the Antitrust Division of the United States Department of Justice and the Federal Trade Commission have the authority to determine that a particular transaction presents antitrust concerns. The Antitrust Division has, in some cases, obtained consent decrees

 

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requiring radio station divestitures in a particular market based on concerns that the status quo constituted unacceptable concentration levels. The FCC also independently examines issues of market concentration when considering radio station acquisitions and may withhold approval of radio acquisitions if the Antitrust Division has expressed concern regarding concentration levels in a particular market, even if the acquisitions comply with the FCC’s local radio ownership rules.

Cross-Ownership Limits

Current FCC rules include two cross-ownership rules applicable to us. The first rule limits cross-ownership of radio and television stations and the second rule limits the cross-ownership of newspapers and broadcast (television and radio) stations.

Radio/Television Cross-Ownership Rule. The FCC’s radio/television cross-ownership rule permits the common ownership or control of more than one radio station, whether AM, FM or both, and one or more television stations in the same market based on the number of independently owned media voices in the local market.

 

 

In markets with at least 20 independently owned media voices, a single entity may own up to two television stations and six radio stations. Alternatively, such an entity is permitted to own one television station and seven radio stations in the same market.

 

In a market that includes at least 10 other independently owned media voices, a single entity may own one television station and up to four radio stations or, if permitted under FCC rules dealing with local television ownership, two television stations and up to four radio stations.

 

Regardless of the number of media voices in a market, a single entity may own one television station and one radio station in any market and two television stations and one radio station in markets where the FCC’s rules permit common ownership of two television stations.

Waivers of the radio/television cross-ownership rule will be granted only under the “failed station” test (i.e., the subject station has been off the air for at least four months or is currently involved in involuntary bankruptcy or insolvency proceedings).

Our parent company, Cox Media Group (formerly Cox Broadcasting), and our indirect parent, Cox Enterprises, have attributable ownership interests in television stations located in:

 

 

Orlando, Florida (two stations);

 

Charlotte, North Carolina (two stations);

 

Johnstown, Pennsylvania;

 

Pittsburgh, Pennsylvania;

 

Dayton, Ohio;

 

Steubenville, Ohio;

 

Atlanta, Georgia;

 

San Francisco/San Jose, California (two stations);

 

El Paso, Texas;

 

Seattle, Washington; and

 

Reno, Nevada (two stations).

Newspaper/Broadcast Cross-Ownership Rule. Prior to December 2007, FCC rules completely prohibited the common ownership of a radio or television broadcast station and a daily newspaper in the same market. Earlier, in 2003, the FCC had adopted a unified cross-ownership rule where cross-ownership of newspapers and radio and television stations was permitted in large markets, prohibited in small markets and limited in mid-sized markets. While the courts approved the FCC’s 2003 elimination of the blanket newspaper/broadcast cross-ownership ban, the courts remanded the rule to the FCC, saying the FCC needed further support for the rule’s specific limits. In December 2007, the FCC retreated from its 2003 proposal, presumptively allowing newspaper/broadcast cross-ownership only when:

 

 

the market at issue is one of the 20 largest Nielsen Designated Market Areas (DMAs);

 

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The combination involves only one major daily newspaper and only one radio or television station;

 

If the transaction involves a television station, at least eight independently owned and operating major newspapers and/or full-power television stations would remain in the DMA following the transaction; and

 

If the transaction involves a television station, the station is not among the top four ranked stations in the DMA.

The FCC may also permit cross-ownership if either the newspaper or the broadcast station is deemed “failed” or “failing” under FCC standards or if the proposed transaction would result in a new source of local news. All other newspaper/broadcast combinations are presumed not to be in the public interest, a presumption that can be overcome if the parties can demonstrate that post-merger, the merged entity will increase the diversity of independent news outlets and increase competition among independent news sources in the relevant market. In making its determination, the FCC will look at four factors: (i) the level of concentration in the DMA; (ii) a showing that the combined entity will significantly increase the amount of local news in the market; (iii) a showing that the newspaper and the broadcast outlet each will continue to employ its own news and editorial staff and that each will exercise its own independent news judgment; and (iv) the financial condition of the newspaper or broadcast station, including whether the newspaper or broadcast station is in financial distress and if so, whether the proposed owner commits to invest significantly in newsroom operations. The FCC has not stated that all four factors must be met for a party to overcome the FCC’s negative presumption. The FCC’s 2007 newspaper/broadcast cross-ownership rule has been appealed to a federal appellate court.

Cox Enterprises has attributable ownership interests in daily newspapers located in:

 

 

Grand Junction, Colorado;

 

West Palm Beach, Florida;

 

Atlanta, Georgia;

 

Greenville, Rocky Mount and Elizabeth City, North Carolina;

 

Dayton, Hamilton, Middletown and Springfield, Ohio; and

 

Austin, Longview, Lufkin, Waco, Nacogdoches and Marshall, Texas.

Cox Enterprises also has a non-attributable ownership interest in a daily newspaper located in Daytona Beach, Florida. While some of the Cox newspaper/broadcast combinations in Dayton and Atlanta are permitted as “grandfathered” combinations, the license renewal applications for WSRV-FM in Atlanta, filed in December 2003, and WHKO-FM and WHIO-AM in Dayton, filed in June 2004, remained pending while the FCC reconsidered its cross-ownership limits. For more details, see “License Renewal” above. Our ownership of WALR-FM in Atlanta was granted a temporary waiver by the FCC, conditioned on the ultimate outcome of challenges to the FCC’s media ownership rules. Unless the FCC’s 2007 newspaper/broadcast cross-ownership rule is overturned in court, we will revise our pending waiver requests for WSRV-FM, WHKO-FM, WHIO-AM and file a waiver request for WALR-FM using the FCC’s four factor guidelines set forth above. We cannot predict how the FCC will respond to our revised petitions for waiver.

Digital Audio Broadcasting

The FCC has adopted rules to facilitate the development of In-band On-channel (IBOC) digital audio broadcasting, or digital radio. Radio stations that provide IBOC service must provide at least one free digital over-the-air broadcast stream, which may be a simulcast of the station’s analog signal. A broadcaster may then offer as many additional digital streams as are feasible, without additional authority from the FCC, and may offer datacasting so long as doing so does not derogate the free digital audio stream. The FCC will allow IBOC subscription services if a broadcaster first obtains an experimental license. The rules allow LMAs for the digital audio stream, with the proviso that they will constitute attributable media interests of the broker under the same standards that apply to LMAs on the analog broadcast signal. AM stations authorized to broadcast at night also may transmit a digital IBOC signal at night. The FCC has issued a notice of proposed rulemaking to seek comment on the public interest obligations of digital audio radio broadcasters and to consider rules for subscription services. The FCC also is seeking comments on whether it should increase the authorized digital power level for FM stations and whether such a power increase would exacerbate interference in the FM band. Forty-eight of our stations in 13 markets provide IBOC service.

Programming and Operations

The Communications Act requires broadcasters to serve the “public interest.” Licensees are required to present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness. Stations also must follow various rules promulgated under

 

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the Communications Act that regulate, among other things, political advertising, equal employment opportunity outreach and recordkeeping, sponsorship identification, the advertisement of contests and lotteries, obscene and indecent broadcasts and technical operations including limits on radio frequency radiation. Failure to observe these or other rules and policies can result in the imposition of various sanctions, including monetary forfeitures, the grant of short-term (i.e., less than full-term) renewals or, for particularly egregious violations, the denial of a license renewal application or the revocation of a license.

In January 2008, the FCC proposed the adoption of certain rules and other measures intended to enhance the ability of radio and television stations to provide programming responsive to the needs and interests of their local communities. The proposals include the creation of community advisory boards, requiring a broadcaster to maintain a main studio in the community of license of each station it owns, and the establishment of processing guidelines in FCC rules to evaluate the nature and quantity of non-entertainment programming provided by a broadcaster. We cannot predict at this time to what extent, if any, the FCC’s proposals will be adopted or the impact adoption of any one or more of those proposals will have on our operations.

FCC rules provide for a low-power FM radio service consisting of two classes of stations, one with a maximum power of 100 watts and the other with a maximum power of 10 watts. While low-power FM radio stations are secondary in status to full-power stations such as ours, the FCC has proposed rules providing additional protection for low-power FM radio stations and, in certain circumstances, requiring full-power stations to accept some level of interference from low-power FM stations if a low-power FM station is subject to interference or required to relocate its facilities to accommodate the inauguration of new or modified service by a full-power radio station. The FCC has limited ownership and operation of low-power FM stations to persons and entities which do not currently have an attributable interest in any FM station and has required that low-power FM stations be operated on a non-commercial educational basis. The FCC has granted numerous construction permits for low-power FM stations. We cannot predict what impact low-power FM radio will have on our operations. Adverse effects of low-power FM service on our operations could include interference with our stations and competition by low-power stations for listeners and revenues.

Proposed Changes

The United States Congress and the FCC continually consider new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect our operations, ownership and profitability; result in the loss of audience share and advertising revenue; or affect our ability to acquire additional radio broadcast stations or to finance such acquisitions. For example, the United States Congress is considering legislation that would require radio broadcasters to pay royalties to the recording industry, and potentially indirectly to performers, for broadcasts of music contained on their sound recordings. If the legislation is adopted into law, our music stations may need to pay additional royalties to the music industry, which could have a significant effect on our financial condition or results of operations. We can neither predict what other matters might be considered, nor judge in advance what impact, if any, the implementation of any of these proposals or changes might have on our business.

Environmental

As the owner, lessee or operator of various real properties and facilities, we are subject to various federal, state and local environmental laws and regulations. Historically, compliance with these laws and regulations has not had a material adverse effect on our business. There can be no assurance, however, that compliance with existing or new environmental laws and regulations will not require us to make significant expenditures of funds.

Seasonality

Seasonal revenue fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in advertising expenditures. Our revenues and operating income are typically lowest in the first quarter.

Employees

As of December 31, 2008, we employed 1,375 full-time and 651 part-time employees. We believe relations with our employees are satisfactory, and there are no collective bargaining agreements in effect for our employees.

We employ several on-air personalities with large audiences in their respective markets. We enter into employment agreements with certain on-air personalities in order to protect our interests in these employee relationships.

 

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Patents and Trademarks

We own numerous domestic trademark registrations related to the business of our stations. We do not believe that any of our trademarks are material to our business or operations. We own no patents or patent applications.

Available Information

Our Internet address is www.coxradio.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amended periodic reports are available free of charge through our Internet website. Further, a copy of this Annual Report on Form 10-K is located at the Securities and Exchange Commission’s Public Reference Rooms at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements and other information regarding our filings at http://www.sec.gov.

Forward-Looking Statements

This Form 10-K includes “forward-looking” statements, which are statements that relate to our future plans, earnings, objectives, expectations, performance and similar projections, as well as any facts or assumptions underlying these statements or projections. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from historical results, results we anticipate or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, the factors described under “Item 1A. Risk Factors” below.

We undertake no obligation to update any forward-looking statements or to release publicly the results of any revisions to forward-looking statements made in this Form 10-K to reflect events or circumstances after the date of this Form 10-K or to reflect the occurrence of unanticipated events.

 

ITEM 1A. Risk Factors

The following factors could have a material and adverse impact on our business:

A significant portion of our revenue has historically been derived from our operations in the Atlanta market.

A significant portion of our business historically has been conducted in the Atlanta market. Net revenues earned from radio stations located in Atlanta represented 24%, 25% and 23% of total revenues for the years ended December 31, 2008, 2007 and 2006, respectively.

We may lose audience share and advertising revenue to competing radio stations, satellite radio and other forms of media.

The radio broadcasting industry is a highly competitive business. Our radio stations compete against other radio stations and other media (including new technologies and services that are being developed or introduced) for audience share and advertising revenue. Factors that are material to a station’s competitive position include management experience, the station’s audience share and rank in its market, transmitter power, assigned frequency, audience characteristics, local program acceptance and the number and characteristics of other stations in the market area. New technologies (such as satellite-delivered and portable digital audio players and hand-held programmable devices including iPods and cellular telephones) allow listeners to avoid traditional commercial advertisements and offer superior sound quality as compared to terrestrial radio broadcasts. In addition, recent consolidation in the radio broadcasting industry has resulted in major station groups packaging advertising inventory for sale to national advertisers, in competition with our business. Competition for advertising dollars in our markets could lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match. No assurance can be given that any of our stations will be able to maintain or increase their current audience ratings or advertising revenue share.

 

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Our acquisition strategy could be hampered by a lack of attractive opportunities or other risks associated with integrating the operations, systems and management of the radio stations we acquire.

A principal component of our long-term business strategy is the acquisition of additional radio stations. We intend to continue to evaluate the acquisition of additional radio stations or radio station groups. There can be no assurance that future acquisitions will be available on attractive terms. In addition, there can be no assurance that any synergies or savings will be achieved as a result of any acquisitions, that the integration of new stations or management groups into our operations can be accomplished successfully or on a timely basis, that stations acquired for their growth potential will in fact grow or that other aspects of our acquisition strategy can be implemented.

We must respond to the rapid changes in technology, services and standards that characterize our industry in order to remain competitive.

The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of competition from new technologies and services. We cannot assure you that we will have the resources to acquire new technologies or to introduce new services that could compete with these new technologies. Various new media technologies and services are being developed or introduced, including:

 

 

Satellite-delivered digital audio radio service, which offers subscriber-based satellite radio services with numerous niche formats;

 

Audio programming by cable systems, direct-broadcast satellite systems, personal communications systems, Internet content providers and other digital audio broadcast formats;

 

IBOC digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; and

 

Low-power FM radio, which could result in additional FM radio broadcast outlets.

We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio broadcasting industry or on our financial condition and results of operations.

Our business depends on maintaining our licenses with the FCC. We could be prevented from operating a radio station if we fail to maintain its license.

The Communications Act, and FCC rules and policies require FCC approval for transfers of control and assignments of FCC licenses. The filing of petitions or complaints against FCC licensees could result in the FCC delaying the grant of, or refusing to grant, its consent to the assignment of licenses to or from an FCC licensee or the transfer of control of an FCC licensee. In certain circumstances, the Communications Act, and FCC rules and policies will operate to impose limitations on alien ownership and voting of our common stock. There can be no assurance that there will be no changes in the current regulatory scheme, the imposition of additional regulations or the creation of new regulatory agencies, which changes could restrict or curtail our ability to acquire, operate and dispose of stations or, in general, to compete profitably with other operators of radio and other media properties.

Each of our radio stations operates pursuant to one or more licenses issued by the FCC. Under FCC rules, radio licenses are granted for a term of eight years. Our licenses expire at various times between the years 2011 and 2014. Although we will apply to renew these licenses, third parties may challenge our renewal applications. Other than the three pending licenses described under “Business – Federal Regulation of Radio Broadcasting – Newspaper/Broadcast Cross-Ownership Rule,” we are not aware of facts or circumstances that would prevent us from having our current licenses renewed. There can be no assurance that our pending licenses, or those that come up for renewal later, will be renewed or that renewals will not include conditions or qualifications that could adversely affect our business and operations. Failure to obtain the renewal of any of our broadcast licenses or to obtain FCC approval for an assignment or transfer to us of a license in connection with a radio station acquisition may have a material adverse effect on our business and operations. In addition, if we or any of our officers, directors or significant stockholders materially violates the FCC’s rules and regulations or the Communications Act, is convicted of a felony or is found to have engaged in unlawful anticompetitive conduct or fraud upon another government agency, the FCC may, in response to a petition from a third party or on its own initiative, in its discretion, commence a proceeding to impose sanctions upon us which could involve the imposition of monetary fines, the revocation of our broadcast licenses or other sanctions. If the FCC were to issue an order denying a license renewal application or revoking a license, we would be required to cease operating the applicable radio station only after we had exhausted all rights to administrative and judicial review without success.

 

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There is significant uncertainty regarding the FCC’s media ownership rules, and such rules could restrict our ability to acquire radio stations.

The radio broadcasting industry is subject to extensive and changing federal regulation. Among other things, the Communications Act and FCC rules and policies limit the number of broadcasting properties that any person or entity may own (directly or by attribution) in any market and require FCC approval for transfers of control and assignments of licenses.

In December 2007, the FCC adopted a revision to the newspaper/broadcast cross-ownership rule, a decision that parties have challenged in court. We cannot predict what effect, if any, FCC media ownership rules, as ultimately adopted, may have on our ability or the ability of our competitors to acquire additional radio stations or on our ability to continue to hold the radio stations we currently own.

The FCC has increased enforcement of its indecency rules against the broadcast industry.

The FCC has enhanced its enforcement efforts relating to the regulation of indecency and has threatened to initiate license revocation proceedings against a broadcast licensee who commits a “serious” indecency violation. In 2006, Congress dramatically increased the penalties for broadcasting indecent programming and potentially subjects broadcasters to license revocation, renewal or qualification proceedings in the event that they broadcast indecent material. In addition, the FCC’s heightened focus on the indecency regulatory scheme, against the broadcast industry generally, has encouraged third parties to oppose broadcaster license renewal applications and applications for consent to acquire broadcast stations.

The global financial crisis and deteriorating U.S. economy may have an unpredictable and adverse impact on our business and financial condition.

The recent global economic crisis has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and extreme volatility in credit, equity and fixed-income markets. These macroeconomic developments could negatively affect our business, operating results or financial condition in a number of ways. We derive substantially all of our revenue from the sale of advertising time on our radio stations, and advertising tends to decline during economic recessions or downturns. Furthermore, because a substantial portion of our revenue is derived from local advertisers, our ability to generate advertising revenue in specific markets is directly affected by local or regional economic conditions. A continued recession, or a further downturn in the U.S. economy, or in the economy of any individual geographic market in which we own or operate stations, could have a significant effect on our financial condition or results of operations, and could negatively impact our ability to maintain our existing financial covenants under our bank credit facility and refinance our existing credit facility, which matures in July 2011. For more information about our credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Debt Service.”

Decreased spending by particular categories of advertisers can adversely affect our advertising revenues.

Even in the absence of a general recession or downturn in the economy, an individual business sector (such as the automotive industry) that tends to spend more on advertising than other sectors could be forced to reduce its advertising expenditures if that sector experiences a downturn. If that sector’s spending represents a significant portion of our advertising revenues (such as the automotive industry), any reduction in its advertising expenditures may adversely affect our financial condition and results of operations.

The loss of key personnel could disrupt the management and operations of our business.

Our business is managed by a small number of key management and operating personnel. In addition, some of our on-air personnel have significant loyal audiences in their respective markets and are sometimes significantly responsible for the ranking of a station and the ability of a station to sell advertising. Our loss of one or more of these individuals could have a material adverse effect on our business. We believe that our future success will depend in large part on our ability to attract and retain highly skilled and qualified personnel and to expand, train and manage our employee base. We have entered into agreements with some of our personnel that include provisions restricting their ability to compete with us under specified circumstances.

Cox Enterprises can control matters on which our common stockholders may vote, and its interests may conflict with yours.

Cox Enterprises, through wholly owned subsidiaries, owns approximately 77% of our outstanding common stock and has approximately 97% of the voting power of Cox Radio. Accordingly, Cox Enterprises has sufficient voting power to elect all the members of our board of directors and effect transactions without

 

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the approval of our public stockholders, except for those limited transactions that require a separate class vote. The interests of Cox Enterprises, other subsidiaries of which operate businesses in other industries, including television broadcasting, broadband communications, auto auctions, Internet content development, newspapers and other print publications may from time to time diverge from our interests.

In addition, from time to time, we enter into transactions with Cox Enterprises or its affiliates. For a summary of certain material transactions with Cox Enterprises, see Note 13 to our Consolidated Financial Statements. Cox Enterprises’ interests could differ from ours with respect to business dealings with Cox Enterprises, including potential acquisitions of businesses or properties and the issuance of additional securities. Our Audit Committee consists of independent directors and addresses certain potential conflicts of interest and related party transactions that may arise between us and Cox Enterprises and its other affiliates. However, there can be no assurance that any conflicts of interest will be resolved in our favor.

Anti-takeover and other provisions of our certificate of incorporation could delay or deter a change of control.

Inability of stockholders to call special stockholders meeting; Cox Enterprises’ right to act without a meeting. Our certificate of incorporation provides that a special meeting of stockholders may be called only by our board of directors. The principal effect of this provision is to prevent stockholders from forcing a special meeting. In addition, our certificate of incorporation provides that any action required by the Delaware general corporate law to be taken at any annual or special meeting of stockholders, and any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of shares of our outstanding stock having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. However, if stockholder action is taken by written consent, we, in accordance with the rules and regulations of the SEC, will be required to send each stockholder entitled to vote on the matter voted on, but whose consent was not solicited, a written information statement at least 20 calendar days prior to the earliest date on which the corporate action may be taken. Such information statement will contain information substantially similar to that which would have been contained in a proxy statement complying with Schedule 14A of the Securities Exchange Act of 1934.

Procedures for stockholder proposal. Our certificate of incorporation provides that a stockholder must furnish written notice to our corporate secretary of any nomination or business proposal to be brought before a stockholders meeting not less than 30 nor more than 60 days prior to the meeting as originally scheduled. In the event that less than 40 days’ public notice of a meeting is given by us, a stockholder must furnish notice of a nomination or business proposal not later than the close of business on the tenth day following the mailing or the public disclosure of notice of the meeting date. These procedures prohibit last minute attempts by any stockholder to nominate a director or present a business proposal at an annual stockholders meeting.

Foreign ownership. Our certificate of incorporation restricts the ownership, voting and transfer of our capital stock, including the Class A common stock and the Class B common stock, in accordance with the Communications Act and the rules of the FCC, to prohibit ownership of more than 25% of our outstanding capital stock (or more than 25% of the voting rights of our capital stock) by or for the account of aliens or corporations otherwise subject to domination or control by aliens. Our certificate of incorporation also prohibits any transfer of our capital stock that would cause us to violate this prohibition. In addition, our certificate of incorporation authorizes our board of directors to adopt such provisions as it deems necessary to enforce these prohibitions, including the inclusion of a legend regarding restrictions on foreign ownership of our capital stock on the certificates representing such capital stock. The Class A common stock certificates contain a certification that must be executed by the transferee of any such certificate before transfers of the shares represented thereby may be made on our books. Such certification addresses whether such transferee, or any person or entity for whose account such shares will be held, is an alien. In addition, our certificate of incorporation provides that we reserve the right to refuse to honor any transfer of our capital stock which, in the judgment of us or our transfer agent, would or might constitute a violation of the Communications Act or the FCC’s rules and regulations.

 

ITEM 1B. Unresolved Staff Comments

None.

 

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ITEM 2. Properties

We lease corporate office space in Atlanta, Georgia. The types of properties required to support each of our stations include offices, studios, transmitter sites and antenna sites. The transmitter sites and antenna sites generally are located so as to provide maximum market coverage.

We own transmitter and antenna sites in:

 

 

Atlanta and Athens, Georgia;

 

Birmingham, Alabama;

 

Bridgeport, New Haven and Stamford-Norwalk, Connecticut;

 

Dayton, Ohio;

 

Greenville, South Carolina;

 

Houston and San Antonio, Texas;

 

Jacksonville, Orlando and Tampa, Florida;

 

Long Island, New York;

 

Louisville, Kentucky; and

 

Tulsa, Oklahoma.

We lease transmitter and antenna sites in:

 

 

Atlanta and Athens, Georgia;

 

Birmingham, Alabama;

 

Bridgeport, New Haven and Stamford-Norwalk, Connecticut;

 

Dayton, Ohio;

 

Greenville, South Carolina;

 

Honolulu, Hawaii;

 

Houston and San Antonio, Texas;

 

Jacksonville, Miami, Orlando and Tampa, Florida;

 

Long Island, New York;

 

Louisville, Kentucky;

 

Richmond, Virginia; and

 

Tulsa, Oklahoma.

We own studio and office facilities in:

 

 

Athens, Georgia;

 

Birmingham, Alabama;

 

Dayton, Ohio;

 

Miami and Orlando, Florida; and

 

Long Island, New York.

 

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We lease studio and office facilities in:

 

 

Atlanta and Athens, Georgia;

 

Birmingham, Alabama;

 

Bridgeport, New Haven and Stamford-Norwalk, Connecticut;

 

Dayton, Ohio;

 

Greenville, South Carolina;

 

Honolulu, Hawaii;

 

Houston and San Antonio, Texas;

 

Louisville, Kentucky;

 

Richmond, Virginia;

 

Jacksonville and Tampa, Florida; and

 

Tulsa, Oklahoma.

We generally consider our facilities to be suitable and of adequate size for their current and intended purposes. We do not anticipate any difficulties in renewing any facility leases or in leasing additional space, if required.

We own substantially all of our other equipment, consisting principally of transmitting antennae, transmitters, studio equipment and general office equipment. The towers, antennae and other transmission equipment used by our stations are generally in good condition, although opportunities to upgrade facilities are continuously reviewed.

 

ITEM 3. Legal Proceedings

We are party to various legal proceedings that are ordinary and incidental to our business. Management does not expect that any of these currently pending legal proceedings will have a material adverse impact on our consolidated financial position, consolidated results of operations or cash flows.

 

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

 

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PART II

 

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The information required by this Item with respect to the market, record holders and historical prices for our Class A common stock and our dividend policy is incorporated by reference to the section entitled “Shareholder Information” of our 2008 Annual Report to Shareholders. The information required by this Item with respect to securities authorized for issuance under equity compensation plans is incorporated by reference to our Proxy Statement for the 2009 Annual Meeting of Shareholders.

Share Repurchases

During the year ended December 31, 2008, we had two share repurchase programs pursuant to which shares of our Class A common stock could be repurchased in the open market or through privately negotiated transactions, with the amount and timing of repurchases to be determined by the company’s management. The first $100 million program was authorized in May 2007, and final purchases under this program were made in April 2008. The second program was authorized in March 2008. Repurchased shares are held in treasury, and the current program has no expiration date. Cox Radio may commence, suspend or terminate repurchases at any time, without prior notice, depending on market conditions and various other factors. For more information regarding our repurchase programs, see Note 10 to our Consolidated Financial Statements.

The following table sets forth certain information concerning the repurchase of Cox Radio’s Class A common stock during the three-month period ended December 31, 2008.

 

Period   Total Number of
Shares Purchased
  Average Price
Paid Per Share
  Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
  Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the
Plans or Programs

October 1, 2008 to October 31, 2008

  156,417   $ 10.64   156,000   $ 41.8 million

November 1, 2008 to November 30, 2008

  306,100   $ 4.66   306,100   $ 40.4 million

December 1, 2008 to December 31, 2008

  313,640   $ 5.83   313,640   $ 38.6 million

 

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Performance Graph

The following graph compares, for the period beginning December 31, 2003 and ending on December 31, 2008, the cumulative total return on our Class A common stock to the cumulative total returns of the Standard & Poor’s 500 Stock Index , a new peer group index and what remains of our old peer group index. To create the new peer group, the old peer group was essentially expanded by three companies to include Citadel Broadcasting Corporation, Radio One, Inc. and Cumulus Media, Inc. The new peer group presentation is weighted for the respective market capitalization of each company.

Our old peer group consisted of Clear Channel Communications, Inc. and Emmis Broadcasting Corporation. Clear Channel completed a going-private transaction earlier this year and, as a result, stock price information regarding Clear Channel for most of August through December 31, 2008 is not available. Since our selected peer group had essentially been reduced to one company, we believed it was appropriate to expand the peer group to include additional broadcasting companies with which we compete.

The comparison assumes $100 was invested on December 31, 2003 in our Class A common stock and in each of the foregoing indices and that all dividends were reinvested. The stock price performance depicted in the graph is not necessarily indicative of future stock price performance.

LOGO

 

     12/31/03   6/30/04   12/31/04   6/30/05   12/31/05   6/30/06   12/31/06   6/30/07   12/831/07   6/30/08   12/31/08

CXR

  $ 100.00   $ 68.89   $ 65.24   $ 62.43   $ 55.81   $ 57.15   $ 64.61   $ 56.44   $ 48.16   $ 46.77   $ 23.82

S&P500

  $ 100.00     102.60     109.14     107.14     112.26     114.23     127.55     135.20     132.06     115.12     81.23

New Peer Group

  $ 100.00     73.77     73.93     58.78     60.44     45.00     40.04     33.49     16.88     8.83     6.53

Old Peer Group

  $ 100.00     77.56     71.61     65.32     73.60     57.82     30.46     34.05     14.23     9.32     1.29

 

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ITEM 6. Selected Consolidated Financial Data

The following selected financial data have been derived from our consolidated financial statements. This data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in this report.

 

      Year Ended December 31,
(Amounts in millions, except per share data)    2008      2007    2006      2005      2004
      

Statements of income data:

              

Net revenues (1)

   $ 410.2      $ 444.9    $ 440.5      $ 437.9      $ 438.2

Cost of services (exclusive of depreciation and amortization shown below) (2)

     96.7        94.1      86.4        86.3        98.2

Selling, general and administrative

     164.3        176.4      171.4        169.8        162.6

Corporate general and administrative

     17.3        20.3      19.9        19.4        17.7

Depreciation and amortization

     10.4        11.2      11.2        11.2        11.8

(Gain) loss on loan guarantee (3)

                        (0.1 )      3.1

Impairment of intangible assets

     749.3        117.1      176.3        14.4       

Other (4)

     0.2        0.2      0.8        0.1        1.1

Operating (loss) income

     (628.0 )      25.6      (25.5 )      136.8        143.7

Interest expense

     13.7        21.1      25.3        27.4        30.4

Net (loss) income

     (404.0 )      1.9      (24.4 )      61.3        68.0

Net (loss) income per common share – basic

     (4.80 )      0.02      (0.25 )      0.61        0.68

Net (loss) income per common share – diluted

     (4.80 )      0.02      (0.25 )      0.61        0.67

Balance sheet data (end of period):

              

Cash and cash equivalents

   $ 0.6      $ 2.0    $ 4.4      $ 3.5      $ 3.2

Intangible assets, net (5)

     1,119.0        1,804.2      1,918.0        2,086.7        2,091.6

Total assets

     1,292.1        1,997.4      2,117.9        2,266.1        2,281.9

Total debt (including amounts due to/from Cox Enterprises)

     398.7        336.6      378.0        414.9        468.3
(1) Total revenues less advertising agency commissions. See Note 2 to the consolidated financial statements for our revenue recognition policy.
(2) Includes costs incurred by our technical, programming and news departments, which represents all costs of services (exclusive of depreciation and amortization).
(3) Includes a charge of $3.1 million related to a then-estimated loss on loan guarantee in 2004. Amounts recovered on the loan guarantee of $0.1 million are included in 2005.
(4) Other is comprised of losses on sales of assets.
(5) Intangible assets include FCC licenses, goodwill and other intangible assets.

 

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ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

We are a leading national radio broadcast company whose business is acquiring, developing and operating radio stations located throughout the United States. Cox Enterprises indirectly owns approximately 77% of our common stock and has approximately 97% of the voting power of Cox Radio.

The primary source of our revenues is the sale of local and national advertising for broadcast on our radio stations. For the year ended December 31, 2008, 71% and 20% of our net revenues were generated from local and national advertising, respectively. For the years ended December 31, 2007 and 2006, 70% of net revenues were generated from local advertising and 21% and 22%, respectively, of net revenues were generated from national advertising. In addition to the sale of advertising time for cash, our stations also exchange advertising time for goods, services or programming, which can be used by the stations in their business operations (barter transactions). The use of barter transactions is generally confined to promotional items or services for which we would otherwise have paid cash. Barter transactions for programming are used to supplement station program offerings. Advertising spots given up under these arrangements are based on contractual terms. In addition, it is our general policy not to pre-empt advertising spots paid for in cash with advertising spots paid for in trade. Our most significant station operating expenses are employees’ salaries and benefits, commissions, programming expenses and advertising and promotional expenditures.

Our revenues vary throughout the year. As is typical in the radio broadcasting industry, our revenues and operating income are generally lowest in the first quarter. Our operating results in any period may be affected by the incurrence of advertising and promotional expenses that do not necessarily produce commensurate revenues until the impact of the advertising and promotion is realized in future periods.

Critical Accounting Estimates

Use of Estimates

Our accounting and reporting policies are in accordance with accounting principles generally accepted in the United States and conform to general practices within the radio broadcasting industry. An accounting estimate would be a critical accounting estimate for purposes of the disclosure in this report only if it meets two criteria. First, the accounting estimate requires management to make assumptions about matters that are highly uncertain at the time the accounting estimate is made. Second, it must be the case that different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period-to-period, would have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. The estimates and assumptions we use are based on historical experience and other factors, which management believes to be reasonable under the circumstances. We evaluate our estimates on an on-going basis, including those related to intangible assets, bad debts, contingencies and litigation, income taxes and fair value of financial instruments (as discussed in “Quantitative and Qualitative Disclosure About Market Risk” below). Actual results could differ significantly from these estimates and assumptions and could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and results of operations for the reporting periods.

We believe the following are the critical accounting estimates that require the most significant judgments and assumptions and are particularly susceptible to a significant change in the preparation of the financial statements.

Impairment of Intangible Assets

Intangible assets consist primarily of FCC broadcast licenses, but also include goodwill and certain other intangible assets acquired in purchase business combinations. In accordance with Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill and FCC licenses are indefinite-lived intangible assets which are not amortized. Other intangible assets are amortized over the contractual or useful lives of the assets in a manner consistent with how the assets are expected to contribute to our cash flows.

 

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We evaluate FCC licenses and goodwill for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. FCC licenses are evaluated for impairment at the market level using the direct method. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. Goodwill is evaluated in each of our reporting units (markets) using the residual method. If the carrying amount of goodwill in a reporting unit is greater than its implied fair value, determined from the estimated fair value of that reporting unit, the carrying amount of goodwill in that reporting unit is reduced to its estimated fair value.

In performing impairment tests, the estimated fair values of our FCC licenses and reporting units are determined using a discounted cash flow model with the assistance of an independent appraiser. This income approach consists of a quantitative model, which incorporates variables such as market advertising revenues, market revenue share projections and anticipated operating profit margins. The variables used in the analysis reflect historical station and advertising market trends, as well as anticipated future performance and market conditions, and vary based on the size and rank of the market, the ratings of our stations and other economic factors specific to the geographic area. Multiples of operating cash flow derived from market transactions are also considered in order to corroborate the estimated values derived from the discounted cash flow models.

Assumptions about the economy, future cash flows, growth rates and discount rates used in developing discounted cash flow analyses are subjective. We consider the assumptions used in our fair value estimates to be reasonable. However, had we used different assumptions, our reported results may have varied, possibly materially.

In connection with preparing our financial statements for the period ended June 30, 2008, we concluded, based on deteriorating macro-economic factors, as well as declining radio industry revenues and a weakening in prevailing radio station transaction multiples, that interim impairment tests pursuant to SFAS No. 142 were appropriate. These interim tests incorporated decreases in projections for future market performance, as well as a decrease in estimated terminal value growth rates. Based on these tests, we recorded aggregate pre-tax impairment charges with respect to our FCC licenses in various markets of $131.9 million and aggregate pre-tax impairment charges with respect to our goodwill in various markets of $15.7 million.

In connection with our annual impairment tests as of December 31, 2008, we further revised our projections of future market operating performance, and took into consideration the continued decline in the general economy, the advertising industry and our market capitalization. The discount rate used also was increased to reflect changes in the overall credit environment. Based on these tests, we recorded aggregate pre-tax impairment charges with respect to our FCC licenses in various markets of $594.5 million and aggregate pre-tax impairment charges with respect to our goodwill in various markets of $7.1 million. See Note 7 to our Consolidated Financial Statements for further details regarding these impairment charges.

We utilize a discounted cash flow model as our principal valuation method, but also consider market transactions in evaluating the recoverability of goodwill and FCC licenses. As such, we have concluded that the recorded balances of these assets as of December 31, 2008 are recoverable through future cash flows. We will continue to monitor the need to test intangible assets for impairment as required by SFAS No. 142, including considering the uncertainty surrounding the current economic environment, changes in estimates of future cash flows, market transactions and volatility in the stock market, as well as in our own stock price in assessing goodwill and FCC licenses for recoverability.

Cox Radio evaluates amortizing intangible assets for recoverability when circumstances indicate an impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, net book value is reduced to the estimated fair value.

Allowance for Doubtful Accounts

We evaluate the collectibility of our accounts and notes receivable based on a combination of factors. In circumstances where we are aware of a specific party’s inability to meet its financial obligations, we record a specific reserve to reduce the amounts recorded to what we believe will be collected. For all other parties, the evaluation considers the balance of aged receivables, the nature and volume of the portfolio, specific problem accounts and notes receivable, and economic

 

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conditions that may affect the debtor’s ability to repay, and such other factors as, in our judgment, deserve recognition under existing economic conditions. Accounts and notes receivable are charged-off to the allowance when, in our opinion, such receivables are deemed to be uncollectible. Subsequent recoveries, if any, are credited to the allowance. In addition, we consider the customer’s creditworthiness prior to revenue recognition.

Contingencies and Litigation

On an on-going basis, we evaluate our exposures related to contingencies and litigation and record a liability when available information indicates that a liability is probable and estimable. We also disclose significant matters that are reasonably possible to result in a loss or are probable but not estimable.

Income Tax Estimates

The provision for income taxes is based on current period income, changes in deferred income tax assets and liabilities, changes in our operations in various jurisdictions, income tax rates and tax positions taken on returns. We prepare and file tax returns based on our interpretation of tax laws and regulations and record estimates based on these judgments and interpretations. Significant judgment is required in assessing and estimating the application and interpretation of complex tax laws and regulations. In the normal course of business, our filed tax returns are subject to examination by taxing authorities. These examinations could result in challenges to tax positions that we have taken. These challenges could arise from a variety of tax issues such as the deductibility of certain expenses, the timing of the recognition of income and expense, allocations of income and expense between states, the tax basis of certain assets and the taxation of acquisitions and disposals. Ultimately, the results of these challenges could require us to pay additional taxes and could also require the payment of interest assessments.

Cox Radio adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation (FIN) 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes, on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon settlement.

Results of Operations

This discussion should be read in conjunction with our accompanying audited consolidated financial statements and notes thereto. Results of operations represent the operations of the radio stations owned or operated by us, or for which we provide sales and marketing services, during the applicable periods.

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

 

(Amounts in thousands)    December 31, 2008    December 31, 2007    $ Change      % Change  

Net revenues:

           

Local

   $ 290,726    $ 313,196    $ (22,470 )    (7.2 %)

National

     82,833      93,826      (10,993 )    (11.7 %)

Other

     36,680      37,830      (1,150 )    (3.0 %)

Total net revenues

   $ 410,239    $ 444,852    $ (34,613 )    (7.8 %)

Net revenues are gross revenues less agency commissions. Local revenues are comprised of advertising sales made within a station’s local market or region either directly with the advertiser or through the advertiser’s agency. National revenues represent sales made to advertisers or agencies who are purchasing advertising for multiple markets; these sales are typically facilitated by our national representation firm, which serves as our sales agent in these transactions. Other revenues are comprised of Internet revenues, syndicated radio program revenues, network revenues and revenues from community events and sponsorships.

 

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Net revenues for 2008 decreased $34.6 million, a 7.8% decrease compared to 2007. Due to the current economic downturn, many of our advertisers have reduced spending on advertising. Local revenues decreased 7.2%, national revenues decreased 11.7% and other revenues decreased 3.0%, each as compared to 2007, due to overall weakness in the economy and the advertising market. Our stations in Long Island, Birmingham and Tulsa delivered revenue growth during 2008. Those increases were more than offset by results of our stations in Atlanta, Orlando, Miami, Tampa, San Antonio, Southern Connecticut, Jacksonville and Richmond, where revenues were down for 2008.

 

(Amounts in thousands)    December 31, 2008    December 31, 2007    $ Change    % Change  

Cost of services (exclusive of depreciation and amortization shown below)

   $ 96,705    $ 94,120    $ 2,585    2.7 %

Cost of services is comprised of expenses incurred by our technical, news and programming departments. Cost of services increased $2.6 million, or 2.7% over 2007, due primarily to increased costs associated with programming talent, particularly in our Atlanta and Tampa markets.

 

(Amounts in thousands)    December 31, 2008    December 31, 2007    $ Change      % Change  

Selling, general and administrative expenses

   $ 164,266    $ 176,364    $ (12,098 )    (6.9 %)

Selling, general and administrative expenses are comprised of expenses incurred by our sales, promotion and general and administrative departments. Selling, general and administrative expenses decreased $12.1 million, or 6.9% compared to 2007, due to decreased compensation expense associated with performance units awarded under our LTIP and a decline in sales commissions and bonuses. Compensation expense for these awards is recognized over a five-year period and is based on the amount that is ultimately expected to be paid upon vesting. During 2008, we revalued our outstanding performance unit awards to reflect amounts ultimately expected to be paid out upon vesting, which resulted in a reversal of previously-accrued compensation expense to reflect updated expectations.

 

(Amounts in thousands)    December 31, 2008    December 31, 2007    $ Change      % Change  

Corporate general and administrative expenses

   $ 17,344    $ 20,287    $ (2,943 )    (14.5 %)

Depreciation and amortization

     10,454      11,169      (715 )    (6.4 %)

Impairment of intangible assets

     749,262      117,134      632,128      *  

Other operating expenses, net

     175      191      (16 )    (8.4 %)

*Change was not statistically meaningful.

Corporate general and administrative expenses decreased 14.5%, or $2.9 million compared to 2007, also due to a reduction in compensation expense associated with performance units awarded to corporate employees under our LTIP.

During 2008, we recorded an aggregate of $749.3 million in non-cash impairment charges for the write-down of intangible assets in accordance with SFAS No. 142, as discussed further above. These non-cash impairment charges reduced the carrying value of goodwill and FCC licenses in our Atlanta, Athens, Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Miami, Richmond, San Antonio, Southern Connecticut, Tampa and Tulsa markets to their estimated fair market values.

During the fourth quarter of 2007, we recorded a $117.1 million non-cash impairment charge for the write-down of intangible assets in accordance with SFAS No. 142. This non-cash impairment charge reduced the carrying value of goodwill and FCC licenses in our Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Richmond, Southern Connecticut and Tulsa markets to their estimated fair market values.

 

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The changes in depreciation and amortization or other operating expenses, net were not material to our overall operating results or financial condition.

 

(Amounts in thousands)    December 31, 2008      December 31, 2007    $ Change      % Change

Operating (loss) income

   $ (627,967 )    $ 25,587    $ (653,554 )    *

*Change was not statistically meaningful.

Our operating loss for 2008 was $628.0 million, compared to operating income of $25.6 million for 2007, due to the non-cash impairment charges discussed above. We recorded non-cash impairment charges of $749.3 million and $117.1 million in 2008 and 2007, respectively, in order to reduce the carrying value of intangible assets in certain markets to their estimated fair values.

 

(Amounts in thousands)    December 31, 2008    December 31, 2007    $ Change      % Change  

Interest expense

   $ 13,696    $ 21,091    $ (7,395 )    (35.1 %)

Interest expense during 2008 totaled $13.7 million, as compared to $21.1 million for 2007. This decrease was primarily attributable to a lower borrowing rate under our credit facility. The average rate on our credit facility was 3.6% during 2008 and 6.0% during 2007.

 

(Amounts in thousands)    December 31, 2008      December 31, 2007      $ Change      % Change  

Income taxes:

           

Current

   $ 15,369      $ 28,390      $ (13,021 )    (45.9 %)

Deferred

     (252,997 )      (24,470 )      (228,527 )    *  

Total income taxes

   $ (237,628 )    $ 3,920      $ (241,548 )    *  

*Change was not statistically meaningful.

Income tax expense decreased to a net income tax benefit of $237.6 million during 2008, as compared to 2007, due primarily to the aggregate non-cash impairment charges recorded in 2008 discussed above. Our effective tax rates for 2008 and 2007 were 37.0% and 67.7%, respectively. The change in income tax expense was due to a combination of factors including the change in pre-tax income, differences in book and tax treatment associated with the 2007 and 2008 non-cash impairment charges and adjustments for the actual or expected resolution of income tax audits.

 

(Amounts in thousands)    December 31, 2008      December 31, 2007    $ Change      % Change

Net (loss) income

   $ (404,002 )    $ 1,867    $ (405,869 )    *

*Change was not statistically meaningful.

Our net loss for 2008 was $404.0 million, compared to net income of $1.9 million for 2007, due to the increased non-cash impairment charges discussed above and lower revenues.

 

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Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

 

(Amounts in thousands)    December 31, 2007    December 31, 2006    $ Change      % Change  

Net revenues:

           

Local

   $ 313,196    $ 308,279    $ 4,917      1.6 %

National

     93,826      98,030      (4,204 )    (4.3 %)

Other

     37,830      34,159      3,671      10.7 %

Total net revenues

   $ 444,852    $ 440,468    $ 4,384      1.0 %

Local revenues for 2007 increased 1.6% as compared to 2006 due to strength in our Atlanta, Birmingham and Greenville markets. Local revenues in Atlanta, our largest market, were up 11.2% in 2007 as compared to 2006. Growth in these markets was partially offset by year-over-year revenue declines in our Orlando, Tampa, San Antonio, Jacksonville and Dayton markets. National revenues decreased 4.3% from the prior year due to continued overall weakness in national advertising. However, national revenues in our Orlando and Birmingham markets were up over the prior year. Other revenues increased 10.7% compared to 2006, primarily due to a 20.4% increase in Internet revenues during that same period. Increased Internet revenues are a result of our continued focus on growing this revenue stream.

 

(Amounts in thousands)    December 31, 2007    December 31, 2006    $ Change    % Change  

Cost of services (exclusive of depreciation and amortization shown below)

   $ 94,120    $ 86,440    $ 7,680    8.9 %

The increase in cost of services over 2006 was the result of a $2.1 million increase in pension expense related to expanded employee participation in Cox Enterprises’ defined benefit pension plan, as well as additional costs associated with programming talent and programming rights.

 

(Amounts in thousands)    December 31, 2007    December 31, 2006    $ Change    % Change  

Selling, general and administrative expenses

   $ 176,364    $ 171,366    $ 4,998    2.9 %

The 2.9% increase in selling, general and administrative expenses over the prior year was partially attributable to expenses related to additional performance units and stock-based compensation awarded in the first quarter of 2007. Compensation expense for these awards is recognized as they vest. Additionally, there was a $3.2 million increase in pension expense related to expanded employee participation in Cox Enterprises’ defined benefit pension plan.

 

(Amounts in thousands)    December 31, 2007    December 31, 2006    $ Change      % Change  

Corporate general and administrative expenses

   $ 20,287    $ 19,869    $ 418      2.1 %

Depreciation and amortization

     11,169      11,195      (26 )    (0.2 %)

Impairment of intangible assets

     117,134      176,333      (59,199 )    (33.6 %)

Other operating expenses, net

     191      794      (603 )    (75.9 %)

Corporate general and administrative expenses increased $0.4 million as compared to 2006 due to additional compensation expense related to performance units and stock-based compensation awarded to corporate personnel under the LTIP in the first quarter of 2007.

 

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During the fourth quarter of 2007, we recorded a $117.1 million non-cash impairment charge for the write-down of intangible assets in accordance with SFAS No. 142. This non-cash impairment charge reduced the carrying value of intangible assets in our Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Richmond, Southern Connecticut and Tulsa markets to their estimated fair market values.

During the fourth quarter of 2006, we recorded a $176.3 million non-cash impairment charge for the write-down of intangible assets in accordance with SFAS No. 142. This non-cash write-down reflected charges to reduce the carrying value of intangible assets in our Birmingham, Greenville, Houston, Louisville and Richmond markets to their estimated fair market values.

The changes in depreciation and amortization or other operating expenses, net were not material to our overall operating results or financial condition.

 

(Amounts in thousands)    December 31, 2007    December 31, 2006      $ Change    % Change

Operating income (loss)

   $ 25,587    $ (25,529 )    $ 51,116    *

*Change was not statistically meaningful.

Operating income for 2007 was $25.6 million, as compared to a $25.5 million operating loss for 2006. The increase over the prior year was due to the $117.1 million impairment charge in 2007, as compared to a similar charge of $176.3 million in 2006, each as discussed above.

 

(Amounts in thousands)    December 31, 2007    December 31, 2006    $ Change      % Change  

Interest expense

   $ 21,091    $ 25,345    $ (4,254 )    (16.8 %)

The 16.8% decrease in interest expense over 2006 was the result of lower overall outstanding debt. The average rate on our credit facility was 6.0% during 2007 and 5.9% during 2006.

 

(Amounts in thousands)    December 31, 2007      December 31, 2006      $ Change    % Change  

Income taxes:

           

Current

   $ 28,390      $ 25,535      $ 2,855    11.2 %

Deferred

     (24,470 )      (51,960 )      27,490    52.9 %

Total income taxes

   $ 3,920      $ (26,425 )    $ 30,345    *  

*Change was not statistically meaningful.

 

 

 

 

Income tax expense increased $30.3 million to $3.9 million in 2007. The change in income tax expense was primarily attributable to the increase in income in 2007, changes in certain effective tax rates and adjustments for the actual or expected resolution of certain income tax audits. Our effective tax rates for 2007 and 2006 were 67.7% and 51.9%, respectively.

 

(Amounts in thousands)    December 31, 2007    December 31, 2006      $ Change    % Change

Net income (loss)

   $ 1,867    $ (24,447 )    $ 26,314    *

*Change was not statistically meaningful.

Our net income for 2007 was $1.9 million, compared to a net loss of $24.4 million for 2006, primarily due to a lower non-cash impairment charge in 2007.

 

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Liquidity and Capital Resources

Sources and Uses of Liquidity

Primary sources of liquidity are cash provided by operations and availability under our bank credit facility. Our revolving credit facility included an $8.7 million commitment from a subsidiary of Lehman Brothers Holdings Inc. (Lehman), of which approximately $6.0 million had been funded prior to Lehman filing for protection under Chapter 11 of the Federal Bankruptcy Code on September 15, 2008. In December 2008, we amended our credit agreement to effectively terminate the commitment of the Lehman subsidiary. Repayment to the Lehman subsidiary is on the same terms as repayment of the other lenders under the revolving credit facility, except that any repayment to Lehman does not result in any further commitment by the Lehman subsidiary to lend additional amounts under the facility. As a result, once the amount that has been funded by the Lehman subsidiary has been repaid, aggregate capacity under the revolving credit facility will be effectively reduced by $8.7 million. At December 31, 2008, Cox Radio held cash and cash equivalents of $0.6 million. Neither our access to, nor the value of, our cash equivalents has been materially affected by the recent liquidity problems of financial institutions. If the banking system or the financial markets continue to deteriorate or remain volatile, additional financing to fund potential acquisitions may not be available at all or on terms acceptable to us.

Primary uses of liquidity include debt service (as discussed below), acquisitions, capital expenditures, stock repurchases, investments in signal upgrades and tax payments. The following table summarizes our primary uses of cash for the past three years:

 

(Amounts in thousands)    2008    2007    2006

Acquisitions

   $ 48,112    $    $ 7,688

Option to purchase radio stations(1)

          5,000      5,000

Capital expenditures

     7,308      9,420      11,537

Investment in signal upgrades

     6,788      1,927      5,631

Repurchase of Class A common stock

     108,993      67,716      45,227

Cash paid for income taxes

     19,225      27,637      24,517
(1) We exercised this option in January 2008. For more information, see Item 1. “Business – Acquisitions and Dispositions.”

We had a shelf registration statement which, under SEC rules, expired on December 1, 2008. The two special purpose trusts that were co-registrants on this registration statement were dissolved as of December 31, 2008.

Daily cash management needs have been funded through intercompany advances from Cox Enterprises. We continue to receive day-to-day cash management services from Cox Enterprises, with settlements of outstanding balances between us and Cox Enterprises occurring periodically at market interest rates. As a part of these services, Cox Enterprises transfers funds to cover our checks presented for payment and we record a book overdraft, which is classified as accounts payable in the accompanying balance sheets. Book overdrafts of $5.9 million and $2.8 million existed at December 31, 2008 and 2007, respectively, as a result of our checks outstanding. The amounts due to or from Cox Enterprises are generally due on demand and represent the net balance of the intercompany transactions. Amounts due to and from Cox Enterprises accrue interest at Cox Enterprises’ current commercial paper borrowing rate or a London Interbank Offered Rate (LIBOR) based rate (1.8% and 6.0% at December 31, 2008 and 2007, respectively), dependent upon our credit rating. Cox Enterprises owed us approximately $1.4 million at December 31, 2008 and we owed Cox Enterprises approximately $16.6 million at December 31, 2007.

In September 2006, we consummated the acquisition of WOKV-FM (formerly WBGB-FM) serving the Jacksonville, Florida market for a purchase price of approximately $7.7 million. We funded the acquisition with cash on hand and borrowings under our credit facility. The purchase price was allocated substantially to FCC licenses.

On August 1, 2008, Cox Radio acquired six radio stations serving the Athens, Georgia market. The stations were acquired for an aggregate purchase price of approximately $60 million, of which $12 million had been previously paid to the sellers under an option agreement, and the remaining $48 million was funded with borrowings under our credit facility. The majority of the $60 million purchase price, adjusted for customary closing adjustments, was allocated to FCC licenses upon consummation of the transaction.

 

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We believe that our existing cash, cash generated from operations and availability under our bank credit facility will be sufficient to satisfy our currently anticipated cash requirements through at least the next 12 months, including capital expenditures and debt service requirements. We expect capital expenditures to be between $8 million and $10 million for 2009. Additional cash requirements, including funds for acquisitions, will be funded from various sources, including proceeds from bank financing, intercompany advances from Cox Enterprises and, if or when appropriate, issuances of securities. Our liquidity could be negatively affected by a decrease in demand for our products and services, including the impact of changes in advertiser spending behavior that may result from the current general economic downturn.

Cash Flows

Year Ended December 31, 2008 Compared with Year Ended December 31, 2007

Net cash provided by operating activities for the year ended December 31, 2008 was $104.4 million, as compared to $122.5 million for the year ended December 31, 2007. Changes in working capital resulted in a $2.1 million net source of cash for 2008, as compared to an $8.3 million net source of cash for 2007. These working capital changes are the result of routine timing differences between the receipt and payment of cash.

Net cash used in investing activities was $64.7 million for the year ended December 31, 2008, an increase of $50.0 million over the year ended December 31, 2007. This increase was primarily due to the acquisition of six radio stations serving the Athens, Georgia market, which closed on August 1, 2008.

Net cash used in financing activities was $41.2 million for the year ended December 31, 2008, a decrease of $69.0 million from the year ended December 31, 2007. During 2008, we used $109.0 million to repurchase shares of our Class A common stock, as compared to $67.7 million during 2007. See Item 5 of this report for more information regarding our stock repurchase programs. Financing activities also included $80.1 million of net borrowings under our revolving credit facility for the year ended December 31, 2008, as compared to net repayments of $60.0 million in the comparable 2007 period.

Year Ended December 31, 2007 Compared with Year Ended December 31, 2006

Net cash provided by operating activities for the year ended December 31, 2007 was $122.5 million, as compared to $109.0 million for the year ended December 31, 2006. The increase over the prior year was primarily due to changes in working capital, which resulted in an $8.3 million net source of cash for 2007, as compared to an $11.0 million net use of cash for 2006.

Net cash used in investing activities was $14.7 million for the year ended December 31, 2007, as compared to $30.0 million for the year ended December 31, 2006. The $15.3 million change was due to slight decreases in capital expenditures and investments in signal upgrades in 2007 as compared to 2006, as well as the $7.7 million paid to acquire WOKV-FM in 2006.

Net cash used in financing activities was $110.2 million for the year ended December 31, 2007, an increase of $32.2 million over the year ended December 31, 2006 due to increased debt repayments and repurchases of Class A common stock. During 2007, we used $67.7 million to repurchase shares of our Class A common stock, as compared to $45.2 million during 2006. Financing activities also included $60.0 million of net repayments under our revolving credit facility during 2007 and net repayments, including repayments of our 6.625% senior notes at maturity, of $25.0 million during 2006.

Debt Service

In July 2006, we entered into a five-year $600.0 million unsecured revolving credit facility. In December 2008, Cox Radio amended the credit agreement to effectively terminate the commitment of a Lehman subsidiary. As a result, once the amount that has been funded by the Lehman subsidiary has been repaid, aggregate capacity under the revolving credit facility will be effectively reduced by $8.7 million. See “Liquidity and Capital Resources – Sources and Uses of Liquidity” for more information.

 

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The interest rate for the facility is, at our option:

 

 

The greater of the prime rate or the federal funds borrowing rate plus 0.5%;

 

LIBOR plus a spread based on the credit ratings of our senior unsecured long-term debt; or

 

The federal funds borrowing rate plus a spread based on the credit ratings of our senior unsecured long-term debt.

The credit facility includes commitment fees on the unused portion of the total amount available, which fees range from 0.070% to 0.225% depending on the credit rating of our senior unsecured long-term debt. The credit facility contains, among other provisions, specified leverage and interest coverage requirements, the terms of which are defined within the credit facility. At December 31, 2008, we were in compliance with these covenants. The credit facility also contains customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or acceleration of other material debt, misrepresentation or breach of warranty, violation of certain covenants and change of control.

At December 31, 2008, we had $400.1 million of outstanding indebtedness under the credit facility. The interest rate applied to amounts due under the credit facility was 1.8% at December 31, 2008. At December 31, 2007, we had $320.0 million of outstanding indebtedness under the credit facility. The interest rate applied to amounts due under the credit facility was 5.7% at December 31, 2007. Since the interest rate is variable, the recorded balance of the credit facility approximates fair value.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist primarily of lease commitments and contracts for sports programming and on-air personalities and the guarantee discussed below. We do not have any majority-owned subsidiaries that are not included in our consolidated financial statements, nor do we have any interests in or relationships with any variable interest entities.

In February 2005, we agreed to guarantee the borrowings of a third party up to $5 million to enable that party to purchase two stations and assist us in a signal upgrade project for one of our stations. In August 2007, we amended this agreement to increase the guarantee to up to $6 million and to extend the expiration to June 2009. If our signal upgrade is approved by the FCC, then we are likely to purchase the stations and performance under the guarantee will not be necessary. If the signal upgrade is not approved, our guarantee will be extinguished either through sale of the stations or through new financing arranged by the owner of the stations. At December 31, 2008 and 2007, the carrying value of this guarantee was $0.7 million and $0.6 million, respectively.

Summary Disclosures about Contractual Obligations

We have various commitments under the following types of contracts: non-cancelable operating leases; capital leases; long-term debt; interest payments on long-term debt; and other purchase commitments, including contracts for sports programming and on-air personalities. We anticipate funding these commitments with cash provided by operations and cash borrowed under our bank credit facility. As of December 31, 2008, we had $1.1 million of total gross unrecognized tax benefits, which are not included in the table below. We have not yet entered into substantive settlement discussions with taxing authorities and, therefore, we can not reasonably estimate the amounts or timing of payments related to any such positions.

 

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The aggregate minimum annual commitments associated with these contracts as of December 31, 2008 were as follows:

 

     Payments Due by Period
(Amounts in thousands)   Total    2009    2010 and 2011    2012 and 2013    After 2013

Operating leases

  $ 48,308    $ 7,515    $ 13,095    $ 9,401    $ 18,297

Capital leases

    353      148      183      22     

Long-term debt(1)

    400,050           400,050          

Interest on long-term debt(2)

    43,772      21,857      21,915          

Purchase commitments

    137,849      51,392      46,806      39,399      252

Total

  $ 630,332    $ 80,912    $ 482,049    $ 48,822    $ 18,549

 

(1) Consists of $400 million outstanding at December 31, 2008 under our credit facility and assumes this facility will be repaid and not refinanced at or prior to expiration in 2011.
(2) These amounts represent estimated future cash interest payments related to our credit facility based on the variable rate specified under our credit agreement. Future interest payments could differ materially from amounts indicated in the table due to future operational and financing needs, market factors and other currently unanticipated events. Amounts disclosed assume the credit facility will be repaid and not refinanced at or prior to its expiration in 2011.

Impact of Inflation

The impact of inflation on our operations has not been significant to date. However, there can be no assurance that a high rate of inflation in the future would not have an adverse impact on our operating results.

New Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. The statement also establishes disclosure requirements to enhance investors’ ability to evaluate the nature and financial effects of business combinations. The statement is effective for us beginning January 1, 2009. The impact of adopting SFAS No. 141R on our consolidated financial position and results of operations will be largely dependent on the size and nature of business combinations completed after adoption of this statement. However, we do not expect that the adoption of SFAS No. 141R will result in the identification of additional reporting units or in material effects on our goodwill impairment tests. Furthermore, we have no material remaining valuation allowances for deferred tax assets acquired in prior business combinations and have no material remaining uncertain tax positions or liabilities related to prior business combinations.

In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), which delays the effective date of SFAS No. 157, Fair Value Measurement (SFAS No. 157), for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP 157-2 partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The adoption of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities was effective for us beginning January 1, 2009. We do not expect the impact of the adoption of FSP 157-2 to have a material impact on our financial position, results of operations, or cash flows.

In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). This guidance is intended to improve consistency between the useful life of a recognized intangible asset under SFAS No. 142, and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R when the underlying arrangement includes renewal or extension of terms that would require substantial costs or result in a material modification to the asset upon renewal or extension. Companies estimating the useful life of a recognized intangible asset must now consider their historical

 

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experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension as adjusted for SFAS No. 142’s entity-specific factors. FSP 142-3 was effective for us beginning January 1, 2009. We do not expect the impact of the adoption of FSP 142-3 to have a material impact on our financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the source of accounting principles and the framework for the principles used in preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS No. 162 will be effective for us 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. We do not expect the impact of the adoption of SFAS No. 162 to have a material impact on our financial position, results of operations or cash flows.

 

ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk

We are exposed to a number of financial market risks in the ordinary course of business. We have examined exposures to these risks and concluded that none of the exposures in these areas are material to cash flows or earnings; however, our primary financial market risk exposure pertains to changes in interest rates. We have historically engaged in several strategies to manage these market risks.

We had one interest rate swap agreement for purposes of managing borrowing costs which expired in September 2007. Pursuant to that interest rate swap agreement, we exchanged our floating rate interest obligations on $25 million in notional principal amount of debt for a fixed annual interest rate of 6.4%. Concurrently with the adoption of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, in January 2001, we formally designated the agreement as a cash flow hedge.

The estimated fair values of debt instruments are based on discounted cash flow analyses using our borrowing rates for similar types of borrowing arrangements and dealer quotations. The revolving credit facilities and Cox Enterprises’ borrowings bear interest based on current market rates and, thus, approximate fair value. We are exposed to interest rate volatility with respect to these variable rate debt instruments. If the LIBOR borrowing rates were to increase 1% above the current rates at December 31, 2008, our interest expense on the revolving credit facility would increase approximately $4.0 million on an annual basis.

 

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ITEM 8. Financial Statements and Supplementary Data

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Pursuant to the rules and regulations of the SEC, internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

 

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect transactions and dispositions relating to our assets;

 

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of our management and board of directors; and

 

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2008 based on the criteria established in a report entitled Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, we have concluded that our internal control over financial reporting is effective as of December 31, 2008.

The registered independent public accounting firm of Deloitte & Touche LLP, as auditors of our consolidated financial statements, has issued an attestation report on our internal control over financial reporting, which report is included herein.

 

/s/ Robert F. Neil

   

/s/ Charles L. Odom

Robert F. Neil     Charles L. Odom
President and Chief Executive Officer     Chief Financial Officer

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Cox Radio, Inc.:

We have audited the internal control over financial reporting of Cox Radio, Inc. and subsidiaries (the “Company”) as of December 31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of December 31, 2008 and 2007, the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008, and the financial statement schedule listed in the Index at Item 15, and our report, dated March 13, 2009, expressed an unqualified opinion on those financial statements and financial statement schedule.

 

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 13, 2009

 

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COX  RADIO / 2008  FORM  10-K

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Cox Radio, Inc.:

We have audited the accompanying consolidated balance sheets of Cox Radio, Inc. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2008. Our audits also included the financial statement schedule listed in the Index at Item 15. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2009 expressed an unqualified opinion on the Company’s internal control over financial reporting.

 

/s/ DELOITTE & TOUCHE LLP

Atlanta, Georgia

March 13, 2009

 

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CONSOLIDATED BALANCE SHEETS

 

      December 31,  
(Amounts in thousands, except share data)    2008     2007  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 603     $ 2,009  

Accounts and notes receivable, less allowance for doubtful accounts of $4,163 and $2,948, respectively

     73,309       85,555  

Income taxes receivable

     1,421        

Prepaid expenses and other current assets

     5,840       5,650  

Amounts due from Cox Enterprise

     1,396        

Total current assets

     82,569       93,214  

Property and equipment, net

     72,575       72,528  

FCC licenses and other intangible assets, net

     928,935       1,592,542  

Goodwill

     190,017       211,608  

Other assets

     17,991       27,472  

Total assets

   $ 1,292,087     $ 1,997,364  

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable and accrued expenses

   $ 20,157     $ 29,340  

Accrued salaries and wages

     8,953       2,920  

Accrued interest

     347       833  

Income taxes payable

           1,338  

Amounts due to Cox Enterprises

           16,602  

Other current liabilities

     7,552       5,150  

Total current liabilities

     37,009       56,183  

Long-term debt

     400,050       320,000  

Deferred income taxes

     190,548       442,990  

Other long-term liabilities

     17,758       23,951  

Total liabilities

     645,365       843,124  

Commitments and contingencies (Note 9)

    

Shareholders’ equity:

    

Preferred stock, $0.33 par value: 15,000,000 shares authorized, none outstanding

            

Class A common stock, $0.33 par value; 210,000,000 shares authorized; 43,279,850 and 43,191,705 shares issued and 21,749,757 and 31,735,087 shares outstanding at December 31, 2008 and 2007, respectively

     14,282       14,253  

Class B common stock, $0.33 par value; 135,000,000 shares authorized; 58,733,016 shares issued and outstanding at December 31, 2008 and 2007

     19,382       19,382  

Additional paid-in capital

     648,074       642,626  

Retained earnings

     228,386       632,388  
     910,124       1,308,649  

Less: Class A common stock held in treasury (21,530,093 and 11,456,618 shares at cost at December 31, 2008 and 2007, respectively)

     (263,402 )     (154,409 )

Total shareholders’ equity

     646,722       1,154,240  

Total liabilities and shareholders’ equity

   $ 1,292,087     $ 1,997,364  

See notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF INCOME

 

      Year Ended December 31,  
(Amounts in thousands, except per share data)    2008      2007      2006  

Net revenues:

  

Local

   $ 290,726      $ 313,196      $ 308,279  

National

     82,833        93,826        98,030  

Other

     36,680        37,830        34,159  

Total net revenues

     410,239        444,852        440,468  

Operating expenses:

        

Cost of services (exclusive of depreciation and amortization shown below)

     96,705        94,120        86,440  

Selling, general and administrative

     164,266        176,364        171,366  

Corporate general and administrative

     17,344        20,287        19,869  

Depreciation and amortization

     10,454        11,169        11,195  

Impairment of intangible assets

     749,262        117,134        176,333  

Other operating expenses, net

     175        191        794  

Operating (loss) income

     (627,967 )      25,587        (25,529 )

Other income (expense):

        

Interest expense

     (13,696 )      (21,091 )      (25,345 )

Other, net

     33        1,291        2  

(Loss) income before income taxes

     (641,630 )      5,787        (50,872 )

Current income tax expense

     15,369        28,390        25,535  

Deferred income tax benefit

     (252,997 )      (24,470 )      (51,960 )

Total income tax (benefit) expense

     (237,628 )      3,920        (26,425 )

Net (loss) income

   $ (404,002 )    $ 1,867      $ (24,447 )

Net (loss) income per share – basic

Net (loss) income per common share

   $ (4.80 )    $ 0.02      $ (0.25 )

Net (loss) income per share – diluted

Net (loss) income per common share

   $ (4.80 )    $ 0.02      $ (0.25 )

Weighted average common shares outstanding – basic

     84,111        93,915        96,012  

Weighted average common shares outstanding – diluted

     84,111        94,513        96,012  

See notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

    Class A
Common Stock
  Class B
Common Stock
 

Additional
Paid-in

Capital

   

Unearned
Comp-

ensation

   

Accumulated
Other
Compre-
hensive

Income

   

Retained

Earnings

    Treasury Stock     Total  
(Amounts in thousands)   Shares   Amount   Shares   Amount           Shares   Amount    

Balance at December 31, 2005

  42,190   $ 13,923   58,733   $ 19,382   $ 635,650     $ (2,032 )   $ 235     $ 654,968     2,806   $ (41,466 )   $ 1,280,660  

Comprehensive income:

                     

Net loss

                                  (24,447 )             (24,447 )

Unrealized gain on interest rate swaps

                            77                     77  

Reclassification to earnings of transition adjustments

                            56                     56  

Comprehensive income

                        (24,314 )

Unearned stock-based compensation

                (2,032 )     2,032                            

Stock-based compensation expense

                1,567                                 1,567  

Repurchase of Class A common stock

                                      3,294     (45,227 )     (45,227 )

Issuance of Class A common stock related to incentive plans, includes tax benefit of $0.8 million

  729     240           5,113                                 5,353  

Balance at December 31, 2006

  42,919     14,163   58,733     19,382     640,298             368       630,521     6,100     (86,693 )     1,218,039  

Comprehensive income:

                     

Net income

                                  1,867               1,867  

Unrealized loss on interest rate swaps

                            (410 )                   (410 )

Reclassification to earnings of transition adjustments

                            42                     42  

Comprehensive income

                        1,499  

Stock-based compensation expense

                2,099                                 2,099  

Repurchase of Class A common stock

                                      5,357     (67,716 )     (67,716 )

Issuance of Class A common stock related to incentive plans

  273     90           210                                 300  

Tax benefit of stock options exercised

                19                                 19  

Balance at December 31, 2007

  43,192     14,253   58,733     19,382     642,626                   632,388     11,457     (154,409 )     1,154,240  

Net loss

                                  (404,002 )             (404,002 )

Stock-based compensation expense

                4,251                                 4,251  

Repurchase of Class A common stock

                                      10,073     (108,993 )     (108,993 )

Issuance of Class A common stock related to incentive plans

  88     29           1,272                                 1,301  

Tax benefit of stock options exercised

                (75 )                               (75 )

Balance at December 31, 2008

  43,280   $ 14,282   58,733   $ 19,382   $ 648,074     $     $     $ 228,386     21,530   $ (263,402 )   $ 646,722  

See notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS

 

      Year Ended December 31,  
(Amounts in thousands)    2008      2007      2006  

Cash flows from operating activities:

  

Net (loss) income

   $ (404,002 )    $ 1,867      $ (24,447 )

Items not requiring cash:

        

Depreciation and amortization

     10,454        11,169        11,195  

Deferred income taxes

     (252,997 )      (24,470 )      (51,960 )

Compensation expense related to long-term incentive plans

     (4,077 )      6,528        4,618  

Other

     601        (647 )      662  

Impairment of intangible assets

     749,262        117,134        176,333  

Changes in assets and liabilities (net of effects of acquisitions and dispositions):

        

Decrease (increase) in accounts receivable

     12,421        (1,383 )      (2,272 )

(Decrease) increase in accounts payable and accrued expenses

     (6,634 )      8,155        (2,849 )

(Decrease) increase in accrued salaries and wages

     (1,666 )      413        (192 )

Decrease in accrued interest

     (486 )      (362 )      (5,774 )

(Decrease) increase in income taxes payable

     (3,781 )      734        194  

Other, net

     5,345        3,394        3,463  

Net cash provided by operating activities

     104,440        122,532        108,971  

Cash flows from investing activities:

        

Capital expenditures

     (7,308 )      (9,420 )      (11,537 )

Acquisitions and related expenses, net of cash acquired

     (48,112 )             (7,688 )

Option to purchase radio stations

            (5,000 )      (5,000 )

Investment in signal upgrades

     (6,788 )      (1,927 )      (5,631 )

Proceeds from sales of assets

     19        132        46  

Proceeds from insurance recovery

     1,650        1,950         

Increase in amounts due from Cox Enterprises, net

     (1,396 )              

Other, net

     (2,742 )      (456 )      (220 )

Net cash used in investing activities

     (64,677 )      (14,721 )      (30,030 )

Cash flows from financing activities:

        

Net borrowings (repayments) of revolving credit facilities

     80,050        (60,000 )      225,000  

Repayment of 6.625% note

                   (250,000 )

Proceeds from issuances of stock related to stock-based compensation plans

     1,301        300        4,528  

Tax benefit of stock options exercised

     (75 )      19        824  

Repurchase of Class A common stock

     (108,993 )      (67,716 )      (45,227 )

Increase (decrease) in book overdrafts

     3,150        (1,368 )      (1,262 )

(Decrease) increase in amounts due to Cox Enterprises, net

     (16,602 )      18,582        (11,878 )

Net cash used in financing activities

     (41,169 )      (110,183 )      (78,015 )

Net (decrease) increase in cash and cash equivalents

     (1,406 )      (2,372 )      926  

Cash and cash equivalents at beginning of year

     2,009        4,381        3,455  

Cash and cash equivalents at end of year

   $ 603      $ 2,009      $ 4,381  

See notes to consolidated financial statements.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Cox Radio is a leading national radio broadcasting company whose business, which constitutes one reportable segment, is devoted to acquiring, developing and operating radio stations located throughout the United States. Cox Enterprises, Inc. (Cox Enterprises) indirectly owns approximately 77% of the common stock of Cox Radio and has approximately 97% of the voting power of Cox Radio.

The consolidated financial statements of Cox Radio represent the operations of the radio broadcasting stations owned or operated by Cox Radio. All intercompany accounts have been eliminated in the consolidated financial statements of Cox Radio.

The historical financial statements do not necessarily reflect the results of operations or financial position that would have existed had Cox Radio not been a majority-owned indirect subsidiary of Cox Enterprises.

2. Summary of Significant Accounting Policies

Cash Equivalents

Cox Radio considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying value of these investments approximates fair value.

Revenue Recognition

Cox Radio recognizes revenues when the following conditions are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price is fixed or determinable; and collectibility is reasonably assured. These criteria are generally met for advertising revenue at the time an advertisement is broadcast. Advertising revenue is recorded net of advertising agency commissions. Agency commissions, when applicable, are calculated based on a stated percentage applied to gross revenues. Cox Radio records an allowance for doubtful accounts based on historical information, analysis of credit memo data and any other relevant factors.

Internet revenue is recognized as ads are run over the Internet. Non-traditional event revenue is recognized when the event occurs.

Allowance for Doubtful Accounts

Cox Radio evaluates the collectibility of its accounts and notes receivable based on a combination of factors. In circumstances where Cox Radio is aware of a specific party’s inability to meet its financial obligations, it records a specific reserve to reduce the amounts recorded to what Cox Radio believes will be collected. For all other parties, the evaluation considers the balance of aged receivables, the nature and volume of the portfolio, specific problem accounts and notes receivable, economic conditions that may affect the debtor’s ability to repay and such other factors as, in Cox Radio’s judgment, deserve recognition under existing economic conditions. Accounts and notes receivable are charged-off to the allowance when, in Cox Radio’s opinion, such receivables are deemed to be uncollectible. Subsequent recoveries, if any, are credited to the allowance. In addition, Cox Radio considers the customer’s creditworthiness prior to revenue recognition.

Barter Arrangements

Barter transactions are recorded at the estimated fair value of the products or services received. Revenue from barter transactions is recognized when commercials are broadcast. Products or services are recorded when the products or services are received. If commercials are broadcast before the receipt of products or services, a barter receivable is recorded. If products or services are received before the broadcast of commercials, a barter payable is recorded.

Corporate General and Administrative Expenses

Corporate general and administrative expenses consist of corporate overhead costs not specifically allocable to any of Cox Radio’s individual stations.

 

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Advertising Expenses

Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2008, 2007 and 2006 were $6.8 million, $7.7 million and $8.4 million, respectively.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed principally using the straight-line method at rates based upon estimated useful lives of 5 to 40 years for buildings and building improvements, 5 to 25 years for broadcast equipment, 7 to 10 years for furniture and fixtures and 2 to 5 years for computers, software and other equipment.

Expenditures for maintenance and repairs are charged to operating expense as incurred. At the time of retirements, sales or other dispositions of property, the original cost and related accumulated depreciation are written off.

Web Site Development Costs

Web site development activities include planning, design and development of graphics and content for new web sites and operation of existing sites. Cox Radio accounts for costs associated with such activities in accordance with the Emerging Issues Task Force (EITF) Issue No. 00-2, Accounting for Web Site Development Costs. Under this guidance, costs incurred that involve providing additional functions and features to the web site should be capitalized. Costs associated with website planning, maintenance, content development and training should be expensed as incurred. Capitalized costs are generally amortized over two years.

Intangible Assets

Intangible assets consist primarily of Federal Communications Commission (FCC) broadcast licenses, but also include goodwill and certain other intangible assets acquired in purchase business combinations. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, Cox Radio does not amortize goodwill or FCC licenses, which are indefinite-lived intangible assets. Other intangible assets are amortized over their contractual or useful lives in a manner consistent with how the assets are expected to contribute to cash flows.

Cox Radio evaluates its FCC licenses for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. FCC licenses are evaluated for impairment at the market level using the direct method. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. Cox Radio also evaluates goodwill in each of its reporting units (markets) for impairment annually, or more frequently if certain circumstances are present, using the residual method. If the carrying amount of goodwill in a reporting unit is greater than its implied fair value, determined from the estimated fair value of the reporting unit, the carrying amount of goodwill in that reporting unit is reduced to its estimated fair value.

In performing impairment tests, the estimated fair values of Cox Radio’s FCC licenses and reporting units are determined using a discounted cash flow model with the assistance of an independent appraiser. This income approach consists of a quantitative model, which incorporates variables such as market advertising revenues, market revenue share projections, and anticipated operating profit margins. The variables used in the analysis reflect historical station and advertising market trends, as well as anticipated future performance and market conditions, and vary based on the size and rank of the market, the ratings of our stations and other economic factors specific to the geographic area. Multiples of operating cash flow derived from market transactions are also considered in order to corroborate the estimated values derived from the discounted cash flow models.

Assumptions about the economy, future cash flows, growth rates, and discount rates used in developing discounted cash flow analyses are subjective. Cox Radio considers the assumptions used in the fair value estimates to be reasonable. However, had Cox Radio used different assumptions, reported results may have varied, possibly materially.

Cox Radio evaluates amortizing intangible assets for recoverability when circumstances indicate an impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, net book value is reduced to the estimated fair value.

 

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Other Assets

Other assets consist primarily of investments in signal upgrades. Signal upgrades represent Cox Radio’s process of enhancing selected stations’ signal strength. Upon completion of each signal upgrade, Cox Radio reclassifies the costs incurred for the upgrade to FCC licenses. The amount reclassified is validated based upon an independent appraisal of the FCC license after the upgrade is completed.

Impairment of Long-Lived Assets

Cox Radio accounts for long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Long-lived assets are required to be reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, with any impairment losses being reported in the period in which the recognition criteria are first applied based on the fair value of the asset. Cox Radio assesses the recoverability based on a review of estimated undiscounted cash flows. Long-lived assets to be disposed of are required to be reported at the lower of carrying amount or fair value less cost to sell.

Income Taxes

Cox Radio provides for income taxes using the liability method in accordance with SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires an asset and liability based approach in accounting for income taxes. Deferred income taxes reflect the net tax effect on future years of temporary differences between the carrying amount of assets and liabilities for financial statement and income tax purposes. Cox Radio evaluates its effective tax rates regularly and adjusts rates when appropriate based on currently available information relative to statutory rates, apportionment factors and the applicable taxable income in the jurisdictions in which Cox Radio operates, among other factors.

Cox Radio adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation (FIN) 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes, on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

Incentive Compensation Plans

Cox Radio’s Third Amended and Restated Long-Term Incentive Plan (LTIP) consists of a mix of performance awards and restricted stock. Performance awards are designed to increase in value based on Cox Radio’s operating performance and are denominated as a number of units which are multiplied by the percentage increase in certain pre-established financial metrics over a five-year period. Performance awards vest 60% in the third year, 80% in the fourth year, and 100% in the fifth year from the date of grant. Cox Radio recognizes compensation expense related to the performance awards over the appropriate vesting period based on the amount that is expected to be paid upon vesting of the awards. Performance awards will be paid out in cash or, for certain employees, in Cox Radio stock, which will remain subject to restrictions on resale or transfer as long as the recipient is employed by Cox Radio or one of its affiliates. Awards of restricted stock fully vest five years after the date of grant and are subject to a risk of forfeiture until the vesting date. Cox Radio recognizes compensation expense related to the restricted stock awards over the five-year vesting period.

During the year ended December 31, 2008, Cox Radio had two stock-based employee compensation plans, the LTIP and an Employee Stock Purchase Plan (ESPP). Cox Radio accounts for these plans under the fair value recognition provisions of SFAS No. 123 (revised 2004), Share Based Payment (SFAS No. 123R).

Pension and Post-retirement Benefits

Cox Enterprises generally provides defined pension benefits to eligible Cox Radio employees based on years of service and compensation during those years. Cox Enterprises also provides certain health care and life insurance benefits to eligible Cox Radio employees and retirees. Expenses related to these plans are allocated to Cox Radio through the intercompany account. The amount of the allocation is generally based on actuarial determinations of the effect of Cox Radio employees’ participation in the Cox Enterprises plans. Prior to January 1, 2007, only retirees and employees of Cox Radio who were employed on or before December 31, 1996 were eligible to participate in these plans. In December 2006, the Cox Radio Board of Directors approved expanded participation so that, effective January 1, 2007, all remaining eligible employees of Cox Radio will participate in both the pension plan and post-retirement health care plan on a prospective basis.

 

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Concentration of Risk

A significant portion of Cox Radio’s business historically has been conducted in the Atlanta market. Net revenues earned from radio stations located in Atlanta represented 24%, 25% and 23% of total revenues for the years ended December 31, 2008, 2007 and 2006, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. The statement also establishes disclosure requirements to enhance investors’ ability to evaluate the nature and financial effects of business combinations. The statement is effective for Cox Radio beginning January 1, 2009. The impact of adopting SFAS No. 141R on Cox Radio’s consolidated financial position and results of operations will be largely dependent on the size and nature of business combinations completed after adoption of this statement. However, Cox Radio does not expect that the adoption of SFAS No. 141R will result in the identification of additional reporting units or in material effects on its goodwill impairment tests. Furthermore, Cox Radio has no material remaining valuation allowances for deferred tax assets acquired in prior business combinations and has no material remaining uncertain tax positions or liabilities related to prior business combinations.

In February 2008, the FASB issued FASB Staff Position (FSP) 157-2, Effective Date of FASB Statement No. 157 (FSP 157-2), which delays the effective date of SFAS No. 157, Fair Value Measurement (SFAS No. 157), for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). SFAS No. 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements. FSP 157-2 partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The adoption of SFAS No. 157 was effective for Cox Radio beginning January 1, 2009. Cox Radio does not expect the impact of the adoption of FSP 157-2 to have a material impact on its financial position, results of operations or cash flows.

In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). This guidance is intended to improve consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141R when the underlying arrangement includes renewal or extension of terms that would require substantial costs or result in a material modification to the asset upon renewal or extension. Companies estimating the useful life of a recognized intangible asset must now consider their historical experience in renewing or extending similar arrangements or, in the absence of historical experience, must consider assumptions that market participants would use about renewal or extension as adjusted for SFAS No. 142’s entity-specific factors. FSP 142-3 was effective for Cox Radio beginning January 1, 2009. Cox Radio does not expect the impact of the adoption of FSP 142-3 to have a material impact on its financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the source of accounting principles and the framework for the principles used in preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS No. 162 will be effective for Cox Radio 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. Cox Radio does not expect the impact of the adoption of SFAS No. 162 to have a material impact on its financial position, results of operations or cash flows.

 

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3. Earnings Per Common Share and Capital Structure

 

        Year Ended December 31,  
(Amounts in thousands, except per share data)              2008              2007              2006  

Net (loss) income

     $ (404,002 )    $ 1,867      $ (24,447 )

Earnings Per Share – Basic

Weighted-average common shares outstanding

       84,111        93,915        96,012  

Net (loss) income per common share – basic

     $ (4.80 )    $ 0.02      $ (0.25 )

Earnings Per Share – Diluted

Weighted-average common shares outstanding

       84,111        93,915        96,012  

Effect of dilutive securities:

            

Long-Term Incentive Plan

              561         

Employee Stock Purchase Plan

              37         

Shares applicable to earnings per share – diluted

       84,111        94,513        96,012  

Net (loss) income per common share – diluted

     $ (4.80 )    $ 0.02      $ (0.25 )

The following table summarizes the securities excluded from the computation of Net (loss) income per common share – diluted for each of the years ended December 31, 2008, 2007 and 2006. Amounts were excluded from the computation because their inclusion would have been anti-dilutive.

 

        Year Ended December 31,
(Amounts in thousands)              2008              2007              2006

Stock options

     5,726      5,962      6,854

Restricted stock

     898           455

Performance units

               2,225

ESPP purchase rights

               155

Total

     6,624      5,962      9,689

4. Acquisitions and Dispositions of Businesses

Historically, Cox Radio has actively managed its portfolio of radio stations through selected acquisitions, dispositions and exchanges, as well as through the use of local marketing agreements, or LMAs, and joint sales agreements, or JSAs. Under an LMA or a JSA, the company operating a station provides programming or sales and marketing or a combination of such services on behalf of the owner of a station. When Cox Radio enters into an LMA or a JSA, the broadcast revenues and operating expenses of stations operated by Cox Radio under LMAs and JSAs are included in Cox Radio’s operations since the respective effective dates of such agreements. Cox Radio currently has no LMAs and one JSA.

All acquisitions discussed below have been accounted for using the purchase method. As such, the results of operations of the acquired stations have been included in the results of operations from the date of acquisition. Specific transactions entered into by Cox Radio during the past three years are discussed below.

In September 2006, Cox Radio consummated the acquisition of WOKV-FM (formerly WBGB-FM) serving the Jacksonville, Florida market for a purchase price of approximately $7.7 million. The purchase price was allocated substantially to FCC licenses.

 

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On August 1, 2008, Cox Radio acquired six radio stations serving the Athens, Georgia market. The stations were acquired for an aggregate purchase price of approximately $60 million, of which $12 million had been previously paid to the sellers under an option agreement, and the remaining $48 million was funded with borrowings under Cox Radio’s credit facility. Of the $60.0 million purchase price, $54.7 million was allocated to FCC licenses, $1.3 million was allocated to other intangible assets, $1.3 million was allocated to goodwill and the remainder was allocated to property and equipment, based on third-party fair value appraisals. The goodwill is deductible for tax purposes.

The results of operations for these acquired stations were not material to the consolidated results of operations of Cox Radio. Therefore, pro forma financial information assuming the transactions were consummated on January 1, 2006 is not presented.

5. Investments

iBiquity Digital CorporationCox Radio holds shares of common stock of iBiquity Digital Corporation (formerly USA Digital Radio, Inc.), a developer of digital radio broadcasting technology, that Cox Radio originally acquired for a total purchase price of $2.5 million. Cox Radio accounts for this investment, included in other assets in the accompanying balance sheets, under the cost method. This investment is evaluated for impairment on an annual basis or as the circumstances dictate. No impairment has been recorded to date.

6. Property and Equipment

 

        December 31,  
(Amounts in thousands)              2008                2007  

Land

     $ 9,242        $ 8,180  

Buildings and building improvements

       37,421          34,534  

Broadcast equipment

       118,041          111,800  

Construction in progress

       1,897          4,117  

Property and equipment, at cost

       166,601          158,631  

Less accumulated depreciation

       (94,026 )        (86,103 )

Net property and equipment

     $ 72,575        $ 72,528  

Depreciation expense was $10.4 million for the year ended December 31, 2008 and $11.2 million for each of the years ended December 31, 2007 and 2006.

7. Goodwill and Other Intangible Assets

Cox Radio accounts for goodwill and intangible assets in accordance with SFAS No. 142, which requires that goodwill and certain intangible assets, including FCC licenses, not be amortized but instead be tested for impairment at least annually. Cox Radio’s annual impairment testing date is December 31st.

During the first quarter of 2008, for the year ended December 31, 2007, Cox Radio performed its annual tests for impairment and recorded an impairment charge of $113.1 million to reduce the carrying value of FCC licenses at the Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Richmond and Southern Connecticut markets to their estimated fair value. This non-cash charge was recorded in the fourth quarter and is reflected in the Consolidated Statement of Income for the year ended December 31, 2007. Additionally, as a result of the impairment test, Cox Radio recorded a goodwill impairment charge of $4.0 million in the fourth quarter as reflected in the Consolidated Statement of Income for the year ended December 31, 2007. The $4.0 million reflects charges to reduce the carrying value of goodwill at the Tulsa market to its estimated fair value.

In connection with preparing the financial statements for the period ended June 30, 2008, Cox Radio concluded, based on deteriorating macro-economic factors, as well as declining radio industry revenues and a weakening in prevailing radio station transaction multiples, that a interim impairment tests pursuant

 

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to SFAS No. 142 were appropriate. In connection with these interim impairment tests as of June 30, 2008, the terminal value growth rate used in the fair value estimates was decreased to reflect declines in the general economy and advertising market. These interim tests incorporated decreases in projections for future market performance as well as a decrease in estimated terminal value growth rates. Based on these tests, Cox Radio recorded an impairment charge of $131.9 million to reduce the carrying value of FCC licenses in the Greenville, Honolulu, Houston, Jacksonville, Louisville, Richmond, San Antonio and Southern Connecticut markets to their estimated fair value. Additionally, as a result of the impairment tests, Cox Radio recorded a goodwill impairment charge of $15.7 million to reduce the carrying value of goodwill in the Miami, San Antonio and Tulsa markets to their estimated fair values.

In connection with the annual impairment tests as of December 31, 2008, Cox Radio further revised its projections of future market operating performance, and took into consideration the continued decline in the general economy, the advertising industry and Cox Radio’s market capitalization. The discount rate used also was increased to reflect changes in the overall credit environment. Based on these tests, Cox Radio recorded a non-cash impairment charge of $594.5 million to reduce the carrying value of FCC licenses in the Atlanta, Athens, Birmingham, Greenville, Honolulu, Houston, Jacksonville, Louisville, Miami, Richmond, San Antonio, Southern Connecticut, Tampa and Tulsa markets to their estimated fair value. Additionally, an impairment charge of $7.1 million was recorded to reduce the carrying value of goodwill in the Athens, Greenville, Honolulu, Houston, Jacksonville and Richmond markets to their estimated fair values.

Cox Radio utilizes a discounted cash flow model as its principal valuation method, but also considers market transactions in evaluating the recoverability of goodwill and FCC licenses, and has concluded that the recorded balances of these assets as of December 31, 2008 are recoverable through future cash flows. Cox Radio will continue to monitor the need to test intangible assets for impairment as required by SFAS No. 142, including considering the uncertainty surrounding the current economic environment, changes in estimates of future cash flows, market transactions and volatility in the stock market, as well as in Cox Radio’s own stock price, in assessing goodwill and FCC licenses for recoverability. Due to the uncertainty of future economic conditions and their impact on Cox Radio’s financial performance, further downward revisions to the estimated fair values of certain markets or FCC licenses could result in future impairment charges.

The following table reflects the components of intangible assets for the periods indicated:

 

(Amounts in thousands)   

Gross

Carrying Value

   Accumulated
Amortization
  

Net

Carrying Value

December 31, 2008

        

FCC licenses and other intangible assets, net

   $ 928,992    $ 57    $ 928,935

Goodwill

     190,017           190,017

December 31, 2007

        

FCC licenses and other intangible assets, net

   $ 1,593,120    $ 578    $ 1,592,542

Goodwill

     211,608           211,608

Amortization expense for each of the years ended December 31, 2008, 2007 and 2006 was less than $0.1 million. Amortization expense for each of the next five years is not expected to be material. Total amortizable intangible assets are immaterial.

On August 1, 2008, Cox Radio consummated the acquisition of six radio stations serving the Athens, Georgia market. The six stations – WNGC-FM, WGMG-FM, WPUP-FM, WGAU-AM, WRFC-AM and WXKT-FM – were acquired for approximately $60 million, less $12 million previously paid to the sellers. Of the $60 million purchase price, $54.7 million was allocated to FCC licenses, $1.3 million was allocated to other intangible assets and $1.3 million was allocated to goodwill.

In July 2008, Cox Radio completed a signal upgrade for WRKA-FM in Louisville, Kentucky and, in connection therewith, reclassified $6.8 million from other assets to FCC licenses.

 

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In December 2007, Cox Radio completed a signal upgrade for WKHK-FM in Richmond, Virginia and, in connection therewith, reclassified $3.3 million from other assets to FCC licenses.

8. Income Taxes

Income tax (benefit) expense is summarized as follows:

 

        Year Ended December 31,  
(Amounts in thousands)      2008      2007      2006  

Current:

          

Federal

     $ 12,490      $ 25,061      $ 28,246  

State

       2,879        3,329        (2,711 )

Total current

       15,369        28,390        25,535  

Deferred:

          

Federal

       (217,433 )      (20,294 )      (38,995 )

State

       (35,564 )      (4,176 )      (12,965 )

Total deferred

       (252,997 )      (24,470 )      (51,960 )

Total income tax (benefit) expense

     $ (237,628 )    $ 3,920      $ (26,425 )

The tax effects of significant temporary differences, which comprise the net deferred tax liabilities, are as follows:

 

        December 31,  
(Amounts in thousands)      2008      2007  

Current deferred tax assets:

       

Provision for doubtful accounts

     $ 1,606      $ 1,135  

Other

       300        216  

Total net current assets

     $ 1,906      $ 1,351  

Noncurrent deferred tax assets (liabilities):

       

Property and equipment

     $ (7,466 )    $ (5,315 )

Intangibles

       (191,325 )      (447,515 )

Employee compensation and benefits

       6,791        8,323  

Other

       1,452        1,517  

Total net noncurrent liabilities

       (190,548 )      (442,990 )

Net deferred tax liabilities

     $ (188,642 )    $ (441,639 )

 

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Income tax expense (benefit) computed using the federal statutory rates is reconciled to the reported income tax provisions as follows:

 

      Year Ended December 31,  
(Amounts in thousands)    2008     2007     2006  
        

Federal statutory income tax rate

     35 %     35 %     35 %

Computed tax (benefit) expense at federal statutory rates on income before income taxes

   $ (224,570 )   $ 2,025     $ (17,806 )

State income taxes (net of federal tax benefit)

     (21,916 )     541       (1,354 )

Change in estimated effective state tax rates

     533       (589 )     (4,014 )

Impairment of intangible assets

     7,536       1,392       859  

Entertainment disallowance

     727       754       683  

Adjustments and settlements (federal and state)

     (596 )     (303 )     (5,185 )

Other, net

     658       100       392  

Income tax (benefit) expense

   $ (237,628 )   $ 3,920     $ (26,425 )

Each year, Cox Radio analyzes its effective rate for deferred state income tax purposes. The appropriate rate is determined based upon the states in which Cox Radio currently operates and the relative statutory rates, apportionment factors and taxable income applicable to those states. Accordingly, adjustments of approximately $0.5 million, $(0.6) million and $(4.0) million were recorded in 2008, 2007 and 2006, respectively.

Cox Radio adopted the provisions of FIN 48 on January 1, 2007. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest benefit that is greater than 50 percent likely of being realized upon settlement. The adoption of FIN 48 did not have a material impact on Cox Radio’s financial position or results of operations.

Total unrecognized tax benefits as of December 31, 2008 were $1.1 million, of which approximately $0.9 million would impact the effective tax rate if Cox Radio were to recognize the tax benefit for such positions. Total unrecognized tax benefits as of December 31, 2007 were $2.1 million, of which approximately $1.5 million would impact the effective tax rate if Cox Radio were to recognize the tax benefit for such positions.

A reconciliation of the beginning and ending amounts of the liability for unrecognized tax benefits is provided below. Amounts presented exclude interest on unrecognized tax benefits:

 

        December 31,  
(Amounts in thousands)      2008        2007  

Balance at beginning of year

     $ 1,711        $ 2,275  

Additions (reductions) based on tax positions of prior years

       140          (200 )

Additions based on tax positions of the current year

       202          155  

Settlements

       (936 )        (272 )

Lapse of applicable statute of limitations

       (185 )        (247 )

Balance at end of year

     $ 932        $ 1,711  

While it is reasonably possible that the amount of unrecognized tax benefits will increase or decrease within the next 12 months due to the settlement of ongoing audits or the lapse of statute of limitations, Cox Radio does not expect any change in the amount of unrecognized tax benefits to be material to the financial statements.

 

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During 2008, Cox Radio’s federal income tax return examinations were completed for tax years 2004 and 2005. Various states are currently conducting examinations of our income tax returns for tax years 2004 through 2006.

Cox Radio classifies interest and penalties associated with its unrecognized tax benefits as a component of income tax expense. Cox Radio accrued a benefit for interest and penalties of approximately $0.3 million and $0.1 million associated with unrecognized tax benefits during 2008 and 2007, respectively. At December 31, 2008 and 2007, Cox Radio recorded a liability for potential interest and penalties of approximately $0.1 million and $0.4 million, respectively.

9. Long-Term Debt, Commitments and Contingencies

At December 31, 2008 and 2007, outstanding long-term debt consisted only of amounts borrowed under Cox Radio’s five-year $600.0 million unsecured revolving credit facility described below. In December 2008, Cox Radio amended its credit agreement to effectively terminate the commitment of a subsidiary of Lehman Brothers Holdings, Inc. (Lehman). As a result, once the amount that has been funded by the Lehman subsidiary has been repaid, aggregate capacity under the revolving credit facility will be effectively reduced by $8.7 million. The interest rate for the facility is, at Cox Radio’s option:

 

 

The greater of the prime rate or the federal funds borrowing rate plus 0.5%;

 

The London Interbank Offered Rate (LIBOR) plus a spread based on the credit ratings of Cox Radio’s senior unsecured long-term debt; or

 

The federal funds borrowing rate plus a spread based on the credit ratings of Cox Radio’s senior unsecured long-term debt.

The credit facility includes commitment fees on the unused portion of the total amount available, which fees range from 0.070% to 0.225% depending on the credit rating of Cox Radio’s senior unsecured long-term debt. The credit facility contains, among other provisions, specified leverage and interest coverage requirements, the terms of which are defined within the credit facility. At December 31, 2008, Cox Radio was in compliance with these covenants. The credit facility also contains customary events of default, including, but not limited to, failure to pay principal or interest, failure to pay or acceleration of other material debt, misrepresentation or breach of warranty, violation of certain covenants and change of control.

At December 31, 2008, Cox Radio had $400.1 million of outstanding indebtedness under the credit facility. The interest rate applied to amounts due under the credit facility was 1.8% at December 31, 2008. At December 31, 2007, Cox Radio had $320.0 million of outstanding indebtedness under the credit facility. The interest rate applied to amounts due under the credit facility was 5.7% at December 31, 2007. Since the interest rate is variable, the recorded balance of the credit facility approximates fair value.

In February 2005, Cox Radio agreed to guarantee the borrowings of a third party of up to $5 million to enable that party to purchase two stations and assist Cox Radio in a signal upgrade project for one of its stations. In August 2007, Cox Radio amended this agreement to increase the guarantee to up to $6 million and to extend the expiration to June 2009. If the Cox Radio signal upgrade is approved by the FCC, then Cox Radio is likely to purchase the stations and performance under the guarantee will not be necessary. If the signal upgrade is not approved, Cox Radio’s guarantee will be extinguished either through sale of the stations or through new financing arranged by the owner of the stations. At December 31, 2008 and 2007, the carrying value of this guarantee was $0.7 million and $0.6 million, respectively.

In January 2005, Cox Radio paid $2 million for an option to purchase five radio stations serving the Athens, Georgia market for $60 million. Under the terms of the option agreement, Cox Radio paid the sellers $5 million in each of July 2006 and July 2007. In January 2008, Cox Radio exercised its option, and in February 2008, Cox Radio entered into a definitive asset purchase agreement to acquire the original five radio stations subject to the option and an additional station in Washington, Georgia, for $60 million, less amounts previously paid of $12 million. The station in Washington, Georgia has been relocated to Athens, Georgia. Cox Radio consummated this acquisition on August 1, 2008.

Cox Radio had an effective shelf registration statement which, under SEC rules, expired on December 1, 2008.

 

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Cox Radio is a party to various legal proceedings that are ordinary and incidental to its business. Management does not expect that any of these currently pending legal proceedings will have a material adverse impact on Cox Radio’s consolidated financial position, consolidated results of operations or cash flows.

Each of Cox Radio’s radio stations operates pursuant to one or more licenses issued by the FCC that have a maximum term of eight years prior to renewal. Cox Radio’s FCC broadcast licenses expire at various times from 2011 to 2014. Although Cox Radio may apply to renew its FCC broadcast licenses, third parties may challenge Cox Radio’s renewal applications. Cox Radio is not aware of any facts or circumstances that would prevent it from having its current licenses renewed. Since becoming a public company in 1996, the FCC has not denied any of Cox Radio’s license renewal applications.

Cox Radio leases land, office facilities and various items of equipment. Rental expense under operating leases amounted to $11.0 million, $10.2 million and $10.0 million in 2008, 2007 and 2006, respectively. Future minimum lease payments for all non-cancelable operating and capital leases for each of the five years subsequent to December 31, 2008 are $7.7 million, $7.2 million, $6.1 million, $5.1 million and $4.3 million, respectively, and $18.3 million thereafter.

Cox Radio also has various other purchase commitments, including contracts for sports programming and on-air personalities.

10. Shareholders’ Equity

In August 2005, Cox Radio’s Board of Directors authorized a share repurchase program pursuant to which Cox Radio was authorized to repurchase up to $100 million of its outstanding shares of Class A common stock. Final repurchases under this program were made in August 2007.

In May 2007, Cox Radio’s Board of Directors authorized a second share repurchase program pursuant to which Cox Radio was authorized to repurchase up to $100 million of its outstanding shares of Class A common stock. Final repurchases under this program were made in April 2008.

In March 2008, the Board of Directors authorized a third share repurchase program through which Cox Radio, from time to time, may repurchase up to $100 million of its Class A common stock in the open market or through privately negotiated transactions, with the amount and timing of repurchases to be determined by the company’s management.

As of December 31, 2008, Cox Radio had purchased 21.4 million shares under all authorized programs for an aggregate purchase price of approximately $261.4 million, including commissions and fees, at an average price of $12.22 per share. Repurchased shares are held in treasury. As of December 31, 2008, $38.6 million remained authorized as available to repurchase outstanding shares under the third program. Depending on market conditions and other factors, these purchases may be commenced or suspended at any time or from time to time without prior notice.

11. Retirement Plans

Cox Enterprises Pension and Post-retirement Benefits

Eligible Cox Radio employees participate in the funded, noncontributory defined benefit pension plan of Cox Enterprises and certain employees participate in one of two unfunded, non-qualified supplemental pension plans of Cox Enterprises. The plans call for benefits to be paid to eligible employees at retirement based primarily upon years of service with Cox Radio or affiliated companies and compensation rates during those years. Additionally, Cox Enterprises provides certain health care and life insurance benefits to substantially all retirees of Cox Enterprises and certain of its subsidiaries, including Cox Radio. Cox Enterprises uses a measurement date of December 31st for its pension and post-retirement benefit plans.

Pension expense allocated to and contributed by Cox Radio related to the plans was $6.8 million, $6.2 million and $1.1 million for the years ended December 31, 2008, 2007 and 2006, respectively. Post-retirement health care expense allocated to and contributed by Cox Radio related to the plan was $0.9 million, $0.9 million and $0.8 million for the years ended December 31, 2008, 2007 and 2006, respectively.

 

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Cox Enterprises Savings and Investment Plan

In addition, substantially all of Cox Radio’s employees are eligible to participate in the 401(k) savings and investment plan of Cox Enterprises. Cox Radio offers a $0.50 match on each dollar of employee contributions up to 6%, for a maximum match of 3% of eligible wages. Cox Radio’s expense under the plan was $2.4 million for each of the years ended December 31, 2008, 2007 and 2006.

Other Retirement Plans

Certain Cox Radio employees, whose savings and investment plan contributions are at the IRS maximum or are restricted in order to pass the IRS nondiscrimination test, participate in a separate non-qualified savings restoration plan sponsored by Cox Radio. Under the terms of this plan, Cox Radio matched a discretionary contribution amount no greater than 50% of employee contributions to both the savings and investment and restoration plans up to a specified maximum percentage of the employee’s eligible compensation. Cox Radio’s expense under the non-qualified savings restoration plan was not material to the financial statements for any period presented.

12. Stock-Based Compensation and Long-Term Incentive Plans

During the years ended December 31, 2008, 2007 and 2006, Cox Radio accounted for two stock-based employee compensation plans, restricted stock issued under the LTIP and the Employee Stock Purchase Plan (ESPP). Cox Radio accounts for these plans in accordance with SFAS No. 123R, which requires the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. The total compensation cost charged against income for these plans was $4.3 million, $2.1 million and $1.6 million for the years ended December 31, 2008, 2007 and 2006, respectively. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $1.6 million, $0.7 million and $0.5 million for the years ended December 31, 2008, 2007 and 2006, respectively. Specific information regarding each plan is presented below.

Cox Radio Employee Stock Purchase Plan

During 2006, Cox Radio adopted an ESPP under which Cox Radio was authorized to issue purchase rights totaling 500,000 shares of Class A common stock. The ESPP provided for four alternate entry dates: July 1, 2006, January 1, 2007, July 1, 2007 and January 1, 2008. Employees were eligible to participate in the plan as of the first entry date on which they were employed and regularly scheduled to work at least 20 hours per week. Under the terms of the ESPP, the purchase price was the lesser of 85% of the fair market value of the Class A common stock on the grant date (the initial purchase price) or 90% of the fair market value of the Class A common stock on June 30, 2008, the end of the plan, which was $10.82. Under the ESPP, “fair market value” was defined as the average of the closing prices of Class A common stock on the New York Stock Exchange for the 10-day period ending on the applicable date. The initial purchase price was set at $10.97, $13.69, $12.57 and $10.39 for the first, second, third and fourth grant dates, respectively. Purchase rights equivalent to 159,201 shares, 5,888 shares, 4,350 shares and 312 shares of Class A common stock were issued under the ESPP with respect to the first, second, third and fourth entry dates, respectively. Employees were allowed to purchase the shares via payroll deductions through June 30, 2008, at which time the plan terminated and 116,570 shares of Class A common stock were issued to the remaining plan participants. During 2008, 2007 and 2006, 3,640 shares, 2,251 shares and 170 shares, respectively, were issued under the ESPP due to cancellation of employees’ participation or termination of employment.

The fair value of the employees’ purchase rights granted under the ESPP was determined using the Black-Scholes model with the following assumptions as of the enrollment dates listed below:

 

        November 1, 2007      May 1, 2007      November 1, 2006      May 1, 2006  

Risk-free interest rate

       3.26 %      4.93 %      4.85 %      5.16 %

Expected life

       0.5 years        1.0 year        1.5 years        2.0 years  

Expected stock price volatility

       32.00 %      26.40 %      24.00 %      22.50 %

Expected dividend yield

       n/a        n/a        n/a        n/a  

Fair value at enrollment date

     $ 2.22      $ 3.25      $ 4.52      $ 4.22  

Cox Radio Amended and Restated Long-Term Incentive Plan

Pursuant to the LTIP, executive officers and certain employees of Cox Radio who have been selected as participants are eligible to receive awards of various forms of equity-based incentive compensation, including stock options, stock appreciation rights, stock bonuses, restricted stock awards (including restricted

 

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stock units), performance-based restricted stock awards, performance shares and awards consisting of combinations of such incentives. Cox Radio has reserved 13,200,000 shares of Class A common stock for issuance under the LTIP. Cox Radio currently has stock options, restricted stock awards, restricted stock units and performance units outstanding under its LTIP. Each of these is discussed further below.

Subject to the maximum shares reserved under the LTIP, no individual may receive a stock option covering more than 500,000 shares of Class A common stock in any year nor be granted more than 250,000 shares of Class A common stock, in any combination of performance awards, restricted stock or other stock-based awards that are subject to performance criteria in any year. The maximum payout for any individual for a performance award paid in cash is 300% of his or her earnings for the year of the performance award payment.

Restricted Stock

Awards of performance-based restricted stock are dependent upon the achievement of pre-established performance criteria. Once granted, restricted stock awards normally become 100% vested five years after the date of grant. Awards of restricted stock are subject to a risk of forfeiture until the vesting date. Cox Radio has issued both standard restricted stock awards and restricted stock units. Unlike standard restricted stock awards, no shares of common stock are issued upon the date of grant of restricted stock units. Instead, restricted stock units represent an agreement to issue Class A common stock upon vesting.

A summary of the status of Cox Radio’s restricted stock granted (includes both standard awards and restricted stock units) as of December 31, 2008 and changes during the year then ended is presented below:

 

      Shares     

Weighted- Average

Grant-Date Fair Value

Restricted shares at beginning of year

   704,782      $ 14.94

Granted

   392,360        11.79

Vested

   (142,199 )      15.42

Forfeited

   (56,510 )      13.78

Restricted shares at end of year

   898,433      $ 13.56

As of December 31, 2008, there was $ 4.5 million of total unrecognized compensation cost related to restricted stock compensation arrangements. This cost is expected to be recognized over a weighted-average period of 3.1 years, as the awards vest. The total fair value of shares vested during the years ended December 31, 2008, 2007 and 2006 was $1.7 million, less than $0.1 million and $0.1 million, respectively.

Non-Qualified Stock Options

Non-qualified stock options granted under the LTIP normally vest 60% after three years from the date of grant, 80% after four years from the date of grant and 100% after five years from the date of grant and expire ten years from the date of grant.

A summary of the status of Cox Radio’s stock options granted under the LTIP as of December 31, 2008 and changes during the year is presented below:

 

      Shares    

Weighted-Average

Exercise Price

   Weighted-Average
Remaining Contractual Life
   Aggregate
Intrinsic Value

Outstanding at beginning of year

   5,889,817     $21.80      

Granted

            

Exercised

            

Forfeited

   (323,773 )   20.00          

Outstanding at end of year