TEXT-S&P revises NextMedia Operating Inc rating outlook

Overview
-- We expect tightening covenants will cause U.S. diversified media
company NextMedia's cushion of compliance with covenants and liquidity to
erode over the next year.
-- We believe that the company will need to refinance or obtain an
amendment in order to maintain compliance with covenants in 2013.
-- We are revising our 'B-' rating outlook on the company to negative
from stable.
-- The negative outlook reflects our view of risks associated with
narrowing covenant headroom in early 2013.

Rating Action
On March 29, 2012, Standard & Poor's Ratings Services revised its rating
outlook on Greenwood Village, Colo.-based diversified media company NextMedia
Operating Inc. to negative from stable. At the same time, we affirmed our
ratings on the company, including the 'B-' corporate credit rating.

Rationale
The outlook revision to negative reflects our expectation that the company
will need to refinance or obtain an amendment in order to maintain compliance
with its financial covenants in early 2013.

The 'B-' rating reflects our expectation that tightening covenants will cause
the company's cushion of compliance, along with its liquidity, to erode over
the next year. We view NextMedia's business risk profile as "weak" (based on
our criteria) because of negative secular trends facing the radio industry and
some revenue concentration in markets experiencing persistent economic
pressure. NextMedia's very high lease-adjusted debt to EBITDA of 7.3x
underpins our view of the company's financial risk profile as "highly
leveraged." We believe the company will be able to maintain covenant
compliance in 2012 by repaying debt as necessary. However, the company will
likely need to refinance or amend its covenants to avoid a violation in early
2013 if revenue and EBITDA trends do not improve meaningfully.

Our assessment of NextMedia's business risk as "weak" stems from its exposure
to radio advertising (56% of revenues for the 12 months ended Dec. 31, 2011).
The company's radio results have underperformed U.S. industry peers', partly
because of its dependence on lagging local advertising, coupled with
persistent economic weakness. We believe the radio industry faces secular
risks that could impede sustained growth--most importantly, market share loss
to alternative traditional and digital media. In our view, there are moderate
longer-term growth prospects at the outdoor segment (34% of 2011 revenues),
which is under less structural pressure than certain other local media, such
as radio, newspapers, and directories. We believe that radio revenue could
grow slightly in 2012. However, beyond 2012, we expect declines in radio
revenue to offset much of the growth at the outdoor segment.

Under our base-case scenario, we expect 2012 revenue and EBITDA growth at a
low-single-digit and mid-single-digit percentage rate, respectively. We expect
radio revenue to grow at a low-single-digit rate in 2012 because of easier
comparisons and management changes made in 2011 in underperforming markets. We
expect outdoor revenue growth to slow slightly, to a low-single-digit rate,
despite a higher number of digital boards because of continuing economic
weakness and difficulty in raising rates. Over that time, we expect the EBITDA
margin to remain roughly flat. Longer term, we expect radio revenue declines
due to secular pressures.

For the quarter ended Dec. 31, 2011, net revenue and adjusted EBITDA declined
2% and 16%, respectively, from the prior-year period. Growth in outdoor
advertising revenue of 6% only partially offset a 6% decline in radio
advertising revenue. These results were below our expectations because of
continued declines in radio advertising revenue and higher operating expenses.
For the 12 months ended Dec. 31, 2011, NextMedia's EBITDA margin was 25%,
versus 28% in the prior year.

NextMedia's adjusted debt to EBITDA rose to a steep 7.3x as of Dec. 31, 2011,
from 6.3x in the same period last year, largely because of a decline in
EBITDA. Adjusted leverage is consistent with the greater than 5x leverage that
we associate with a "highly leveraged" financial risk profile under our
criteria. EBITDA coverage of interest declined to 1.5x, from 2.0x in the same
period last year. Our base-case scenario indicates that NextMedia will have
the capacity to maintain compliance with covenants by repaying debt, which we
expect it will meet with cash balances. As a result of this potential
repayment, credit metrics could improve slightly in 2012 before headroom
narrows in 2013. We expect leverage to moderate to the low- to mid-6x area in
2012, and that coverage will increase to about 1.7x. An underperformance of
our base-case revenue and EBITDA increases could jeopardize covenant
compliance.

Interest expense (65% of 2011 EBITDA) and capital spending (37% of EBITDA)
consume substantially all of the company's EBITDA. We estimate that NextMedia
will generate modestly positive discretionary cash flow--about 10% to 15% of
EBITDA--in 2012. Under the credit agreement, the company's capital spending is
limited to $5 million, plus asset sale proceeds. If the company is able to
sell assets in 2012, we expect that capital spending levels would consume
more, if not all, of its cash flow from operations, leaving minimal
discretionary cash flow.

Liquidity
In our view, NextMedia has "less than adequate" liquidity to cover its needs
over the next 12 to 18 months. Our view of the company's liquidity profile
incorporates the following expectations and assumptions:
-- We expect that the company's sources of liquidity over the next 12 to
18 months will exceed its uses by 1.2x or more.
-- We expect that the company will repay debt as needed in order to
maintain compliance with covenants in 2012. We believe the company will need
to amend covenants or refinance to avoid a covenant violation in early 2013.
-- The company may not be able to absorb low-probability adversities,
even factoring in capital spending cuts and asset sales.

Liquidity sources include cash balances of $14.8 million at Dec. 31, 2011, and
nearly $10 million of funds from operations in 2012. As of Dec. 31, 2011, the
company had full access to its undrawn $10 million revolving credit facility.
However, the company's leverage covenant steps down on March 31, 2012, and we
expect access to the revolving credit facility will be minimal going forward.
Uses of liquidity include working capital and capital expenditures of about $5
million per year. We believe that interest expense and capital spending will
consume most of NextMedia's EBITDA over the intermediate term. Under our
base-case assumptions, we expect slightly positive discretionary cash flow up
to about $3 million in 2012.

The credit agreement contains two financial maintenance covenants: minimum
interest coverage and maximum debt leverage requirements. As of Dec. 31, 2011,
NextMedia had a 10% EBITDA cushion against its leverage covenant (its tightest
covenant) and has modest resources to repay debt in order to comply with the
leverage covenant step-down to 6.0x on March 31, 2012. We believe the company
will need to refinance or amend its covenants to avoid a covenant violation in
early 2013.

Outlook
The negative outlook reflects our expectation that the company will need to
refinance or obtain an amendment in order to maintain compliance with
covenants in early 2013. We could lower the rating if we become convinced that
the company won't be able to absorb the likely costs of an amendment,
resulting in a potential violation of covenants. More specifically, we could
lower the rating if the company's EBITDA coverage of interest falls below the
current level of 1.5x. Although somewhat less likely, we could revise the
outlook to stable if the company is able to obtain affordable covenant relief
that would establish an adequate cushion of compliance with covenants.

Ratings List

Ratings Affirmed; Outlook Action
To From
NextMedia Operating Inc.
Corporate Credit Rating B-/Negative/-- B-/Stable/--
Senior Secured B
Recovery Rating 2

Complete ratings information is available to subscribers of RatingsDirect on
the Global Credit Portal at www.globalcreditportal.com. All ratings affected
by this rating action can be found on Standard & Poor's public Web site at
www.standardandpoors.com. Use the Ratings search box located in the left
column.

Primary Credit Analyst: Jeanne Shoesmith, CFA, Chicago (1) 312-233-7026;
jeanne_shoesmith@standardandpoors.com
Secondary Contact: Chris Valentine, New York (1) 212-438-1434;
chris_valentine@standardandpoors.com

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Time USN User Headline
29/03/2012 WNA3 WE S&P REVISES NEXTMEDIA OPERATING INC.
13:51:36 99 SCRIP 'B-' RTG OUTLK TO NEGATIVE
Overview -- We expect tightening covenants will cause U.S. diversified media
company NextMedia's cushion of compliance with covenants and liquidity to erode
over the next year. -- We believe that the company will need to refinance or
obtain an amendment in order to maintain compliance with covenants in 2013. --
We are revising our 'B-' rating outlook on the company to negative from stable.
-- The negative outlook reflects our view of risks associated with narrowing
covenant headroom in early 2013. Rating Action On March 29, 2012, Standard &
Poor's Ratings Services revised its rating outlook on Greenwood Village,
Colo.-based diversified media company NextMedia Operating Inc. to negative from
stable. At the same time, we affirmed our ratings on the company, including the
'B-' corporate credit rating. Rationale The outlook revision to negative
reflects our expectation that the company will need to refinance or obtain an
amendment in order to maintain compliance with its financial covenants in early
2013. The 'B-' rating reflects our expectation that tightening covenants will
cause the company's cushion of compliance, along with its liquidity, to erode
over the next year. We view NextMedia's business risk profile as "weak" (based
on our criteria) because of negative secular trends facing the radio industry
and some revenue concentration in markets experiencing persistent economic
pressure. NextMedia's very high lease-adjusted debt to EBITDA of 7.3x underpins
our view of the company's financial risk profile as "highly leveraged." We
believe the company will be able to maintain covenant compliance in 2012 by
repaying debt as necessary. However, the company will likely need to refinance
or amend its covenants to avoid a violation in early 2013 if revenue and EBITDA
trends do not improve meaningfully. Our assessment of NextMedia's business risk
as "weak" stems from its exposure to radio advertising (56% of revenues for the
12 months ended Dec. 31, 2011). The company's radio results have underperformed
U.S. industry peers', partly because of its dependence on lagging local
advertising, coupled with persistent economic weakness. We believe the radio
industry faces secular risks that could impede sustained growth--most
importantly, market share loss to alternative traditional and digital media. In
our view, there are moderate longer-term growth prospects at the outdoor segment
(34% of 2011 revenues), which is under less structural pressure than certain
other local media, such as radio, newspapers, and directories. We believe that
radio revenue could grow slightly in 2012. However, beyond 2012, we expect
declines in radio revenue to offset much of the growth at the outdoor segment.
Under our base-case scenario, we expect 2012 revenue and EBITDA growth at a
low-single-digit and mid-single-digit percentage rate, respectively. We expect
radio revenue to grow at a low-single-digit rate in 2012 because of easier
comparisons and management changes made in 2011 in underperforming markets. We
expect outdoor revenue growth to slow slightly, to a low-single-digit rate,
despite a higher number of digital boards because of continuing economic
weakness and difficulty in raising rates. Over that time, we expect the EBITDA
margin to remain roughly flat. Longer term, we expect radio revenue declines due
to secular pressures. For the quarter ended Dec. 31, 2011, net revenue and
adjusted EBITDA declined 2% and 16%, respectively, from the prior-year period.
Growth in outdoor advertising revenue of 6% only partially offset a 6% decline
in radio advertising revenue. These results were below our expectations because
of continued declines in radio advertising revenue and higher operating
expenses. For the 12 months ended Dec. 31, 2011, NextMedia's EBITDA margin was
25%, versus 28% in the prior year. NextMedia's adjusted debt to EBITDA rose to a
steep 7.3x as of Dec. 31, 2011, from 6.3x in the same period last year, largely
because of a decline in EBITDA. Adjusted leverage is consistent with the greater
than 5x leverage that we associate with a "highly leveraged" financial risk
profile under our criteria. EBITDA coverage of interest declined to 1.5x, from
2.0x in the same period last year. Our base-case scenario indicates that
NextMedia will have the capacity to maintain compliance with covenants by
repaying debt, which we expect it will meet with cash balances. As a result of
this potential repayment, credit metrics could improve slightly in 2012 before
headroom narrows in 2013. We expect leverage to moderate to the low- to mid-6x
area in 2012, and that coverage will increase to about 1.7x. An underperformance
of our base-case revenue and EBITDA increases could jeopardize covenant
compliance. Interest expense (65% of 2011 EBITDA) and capital spending (37% of
EBITDA) consume substantially all of the company's EBITDA. We estimate that
NextMedia will generate modestly positive discretionary cash flow--about 10% to
15% of EBITDA--in 2012. Under the credit agreement, the company's capital
spending is limited to $5 million, plus asset sale proceeds. If the company is
able to sell assets in 2012, we expect that capital spending levels would
consume more, if not all, of its cash flow from operations, leaving minimal
discretionary cash flow. Liquidity In our view, NextMedia has "less than
adequate" liquidity to cover its needs over the next 12 to 18 months. Our view
of the company's liquidity profile incorporates the following expectations and
assumptions: -- We expect that the company's sources of liquidity over the next
12 to 18 months will exceed its uses by 1.2x or more. -- We expect that the
company will repay debt as needed in order to maintain compliance with covenants
in 2012. We believe the company will need to amend covenants or refinance to
avoid a covenant violation in early 2013. -- The company may not be able to
absorb low-probability adversities, even factoring in capital spending cuts and
asset sales. Liquidity sources include cash balances of $14.8 million at Dec.
31, 2011, and nearly $10 million of funds from operations in 2012. As of Dec.
31, 2011, the company had full access to its undrawn $10 million revolving
credit facility. However, the company's leverage covenant steps down on March
31, 2012, and we expect access to the revolving credit facility will be minimal
going forward. Uses of liquidity include working capital and capital
expenditures of about $5 million per year. We believe that interest expense and
capital spending will consume most of NextMedia's EBITDA over the intermediate
term. Under our base-case assumptions, we expect slightly positive discretionary
cash flow up to about $3 million in 2012. The credit agreement contains two
financial maintenance covenants: minimum interest coverage and maximum debt
leverage requirements. As of Dec. 31, 2011, NextMedia had a 10% EBITDA cushion
against its leverage covenant (its tightest covenant) and has modest resources
to repay debt in order to comply with the leverage covenant step-down to 6.0x on
March 31, 2012. We believe the company will need to refinance or amend its
covenants to avoid a covenant violation in early 2013. Outlook The negative
outlook reflects our expectation that the company will need to refinance or
obtain an amendment in order to maintain compliance with covenants in early
2013. We could lower the rating if we become convinced that the company won't be
able to absorb the likely costs of an amendment, resulting in a potential
violation of covenants. More specifically, we could lower the rating if the
company's EBITDA coverage of interest falls below the current level of 1.5x.
Although somewhat less likely, we could revise the outlook to stable if the
company is able to obtain affordable covenant relief that would establish an
adequate cushion of compliance with covenants. Related Criteria And Research --
Use Of CreditWatch And Outlooks, Sept. 14, 2009 -- Business Risk/Financial Risk
Matrix Expanded, May 27, 2009 -- Liquidity Descriptors for Global Corporate
Issuers, Sept. 28, 2011 -- Standard & Poor's Revises Its Approach To Rating
Speculative-Grade Credits, May 13, 2008 -- 2008 Corporate Criteria: Analytical
Methodology, April 15, 2008 Ratings List Ratings Affirmed; Outlook Action To
From NextMedia Operating Inc. Corporate Credit Rating B-/Negative/--
B-/Stable/-- Senior Secured B Recovery Rating 2 Complete ratings information is
available to subscribers of RatingsDirect on the Global Credit Portal at
www.globalcreditportal.com. All ratings affected by this rating action can be
found on Standard & Poor's public Web site at www.standardandpoors.com. Use the
Ratings search box located in the left column. Primary Credit Analyst: Jeanne
Shoesmith, CFA, Chicago (1) 312-233-7026; jeanne_shoesmith@standardandpoors.com
Secondary Contact: Chris Valentine, New York (1) 212-438-1434;
chris_valentine@standardandpoors.com No content (including ratings,
credit-related analyses and data, model, software, or other application or
output therefrom) or any part thereof (Content) may be modified, reverse
engineered, reproduced, or distributed in any form by any means, or stored in a
database or retrieval system, without the prior written permission of Standard &
Poor's Financial Services LLC or its affiliates (collectively, S&P). The Content
shall not be used for any unlawful or unauthorized purposes. S&P and any
third-party providers, as well as their directors, officers, shareholders,
employees, or agents (collectively S&P Parties) do not guarantee the accuracy,
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the cause, for the results obtained from the use of the Content, or for the
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with any use of the Content even if advised of the possibility of such damages.
Credit-related and other analyses, including ratings, and statements in the
Content are statements of opinion as of the date they are expressed and not
statements of fact. S&P's opinions, analyses, and rating acknowledgment
decisions (described below) are not recommendations to purchase, hold, or sell
any securities or to make any investment decisions, and do not address the
suitability of any security. S&P assumes no obligation to update the Content
following publication in any form or format. The Content should not be relied on
and is not a substitute for the skill, judgment, and experience of the user, its
management, employees, advisors, and/or clients when making investment and other
business decisions. S&P does not act as a fiduciary or an investment advisor
except where registered as such. While S&P has obtained information from sources
it believes to be reliable, S&P does not perform an audit and undertakes no duty
of due diligence or independent verification of any information it receives. To
the extent that regulatory authorities allow a rating agency to acknowledge in
one jurisdiction a rating issued in another jurisdiction for certain regulatory
purposes, S&P reserves the right to assign, withdraw, or suspend such
acknowledgement at any time and in its sole discretion. S&P Parties disclaim any
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have information that is not available to other S&P business units. S&P has
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nonpublic information received in connection with each analytical process. S&P
may receive compensation for its ratings and certain analyses, normally from
issuers or underwriters of securities or from obligors. S&P reserves the right
to disseminate its opinions and analyses. S&P's public ratings and analyses are
made available on its Web sites, www.standardandpoors.com (free of charge), and
www.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be
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users are single user-dedicated and may ONLY be used by the individual to whom
they have been assigned. No sharing of passwords/user IDs and no simultaneous
access via the same password/user ID is permitted. To reprint, translate, or use
the data or information other than as provided herein, contact Client Services,
55 Water Street, New York, NY 10041; (1) 212-438-7280 or by e-mail to:
research_request@standardandpoors.com. Copyright (c) 2012 by Standard & Poor's
Financial Services LLC. All rights reserved. In addition to CreditWire, Standard
& Poor's also offers RatingsDirect, the online source for real-time, objective
credit ratings and research; and RatingsXpress, a real-time, customizable
digital feed of credit information. If you are interested in becoming a
subscriber and would like more information on Standard & Poor's real-time
information products and services, please call: HONG KONG (852) 2533-3500;
LONDON (44) 20-7176-7176; MELBOURNE (61) 3-9631-2000; NEW YORK (1) 212-438-7280;
PARIS (33) 1-4420-6758 NORMAL RATINGS S&P Revises NextMedia Operating Inc. 'B-'
Rtg Outlk To Negative yes