International Entertainment News: Westwood One, Inc. Reports Results For The Full Year And Fourth Quarter 2008

Westwood One, Inc. Reports Results For The Full Year And Fourth Quarter 2008

- Revenue of $404.4 million and Adjusted EBITDA of $39.2 million for 2008 -

- Agreement in Principal to Refinance Debt -

- National Football League (NFL), Masters Tournament Renew Agreements -

NEW YORK, March 16 /PRNewswire-FirstCall/ -- Westwood One, Inc. (OTC Bulletin Board: WWON) a provider of analog and digital media content, including news, sports, entertainment, traffic, weather, video news services and other information, to the radio, TV and on-line sectors, today reported operating results for the full year and fourth quarter ended December 31, 2008.

"Westwood One achieved major milestones in its turnaround plan in 2008 and early this year," said Rod Sherwood, Westwood One's President and CFO. "The milestones included negotiating an agreement in principle with our lenders to refinance the Company's outstanding debt, renewing programming deals with powerful partners like the NFL and the Masters Tournament, launching new, high-profile programming like The Fred Thompson Show, and entering into an exclusive partnership with TrafficLand, a leading-edge technology company in the traffic business. This has positioned us to focus more intently on generating revenue and reducing operating costs in the face of the soft economic environment."

2008 Results

Revenue for the year ended December 31, 2008 was $404.4 million compared to $451.4 million for the year ended December 31, 2007, a decrease of $47.0 million or 10.4%. The decrease is primarily due to the current economic downturn which accelerated in the fourth quarter of 2008 and primarily impacted local advertising. For 2008, Metro Traffic revenue was $194.9 million compared to $232.4 million in 2007, a decline of $37.5 million or 16.1%. The 2008 decrease is largely due to a weak local advertising marketplace primarily in the automotive, financial services and retail categories, and increased competition. Network revenue for 2008 was $209.5 million compared to $218.9 for 2007, a decline of $9.4 million or 4.3%. The decrease is primarily the result of the general decline in advertising spending, lower revenue from our RADAR inventory and lower barter revenue.

Adjusted EBITDA for 2008, defined as net income (loss) plus interest, income tax, depreciation and amortization, goodwill impairment, special charges, restructuring charges, other income and non-cash, stock-based compensation, was $39.2 million as compared with $97.4 million in 2007, a decrease of $58.2 million, or 59.8%. The decrease was primarily a result of the revenue decline and also reflected the timing of cost reduction actions, particularly in Metro Traffic. The Company began a comprehensive re-engineering of its Metro Traffic division in the third and fourth quarters and management anticipates the benefits from this to be largely realized during 2009.

The operating loss in 2008, absent goodwill impairment charges of approximately $430.1 million, was $(7.9) million compared with operating income of $63.3 million in 2007, a decrease of $71.2 million. The decline is in line with the decrease in revenue and was substantially impacted by the costs of re-engineering and refinancing activities. This was offset to some degree by the elimination of amortization expense for warrants issued to CBS, which were cancelled under the 2008 CBS arrangement.

Interest expense in 2008 decreased to $16.7 million from $23.6 million in 2007, a 29.2% decline, resulting from a reduction in debt levels.

The Company's effective tax rate decreased significantly due to the goodwill impairment charges to approximately 3.5%

Net loss for the year, including impairment charges of approximately $430.1 million was $(427.6) million or $(4.39) per diluted common share, compared with a 2007 net profit of $24.4 million, or $0.28 per diluted common share.

Free cash flow, defined as net income plus depreciation and amortization, goodwill impairment, special charges, restructuring charges, stock-based compensation, and amortization of deferred financing costs less capital expenditures, in 2008 decreased approximately $12.3 million to $40.8 million, or $0.41 per diluted share, compared with $53.1 million, or $0.61 per diluted share in 2007.

Three Months Ended December 31, 2008

Revenue for the three months ended December 31, 2008 decreased $17.2 million, or 14.5%, to $101.1 million from $118.3 million in the same period of 2007. The decrease is approximately 4.0% greater than the full year decline, reflecting the increased severity of the recession in the fourth quarter of 2008.

Adjusted EBITDA for the fourth quarter of 2008 was $6.0 million compared with $27.2 million in the fourth quarter of 2007. The decrease is principally attributable to lower revenue in both segments of the business.

The operating loss in the fourth quarter of 2008, absent goodwill impairment charges of approximately $224.1 million, was $(7.8) million compared with operating income of $19.7 million in 2007, a decrease of $27.5 million. The decline reflects the decrease in revenue and includes the costs of re-engineering and refinancing activities.

Interest expense in the fourth quarter of 2008 decreased $2.8 million, or 47.5%, to $3.1 million from $5.9 million in the fourth quarter of 2007, which reflects a reduction in debt levels.

The Company's effective tax rate decreased significantly to approximately 5.5% due to the goodwill impairment charge taken in the fourth quarter.

For the fourth quarter of 2008, net loss, including an impairment charge of $224.1 million, was $(222.5) million, or $(2.22) per diluted share, compared with net income in the fourth quarter of 2007 of $8.3 million, or $0.10 per diluted share.

Free cash flow in the fourth quarter of 2008 decreased approximately $2.7 million to $11.4 million, or $0.11 per diluted share, from $14.1 million or $0.16 per diluted share, in 2007. This primarily reflects the decrease in revenue related to the weak economic environment.

Business Update and Company Outlook

Westwood One's turnaround strategy made major strides in 2008, which have continued into the first months of 2009. In addition to commencing the Traffic re-engineering program and launching a number of revenue initiatives in 2008, the Company recently reached an agreement in principle to refinance all of its debt, including debt coming due in 2009. This agreement in principle brings Westwood One closer to achieving the financial flexibility necessary to drive its business in 2009.

Debt Refinancing

A successful refinancing would be a significant milestone in Westwood One's turnaround initiative, which began last March when it became an independent company and subsequently Gores Radio Holdings, LLC invested $100 million into the Company's business. The agreement in principle with its lenders contemplates that all of the Company's outstanding debt (approximately $241 million in principal amount) would be converted into $117.5 million of a single series of new senior secured notes maturing in July 2012. As part of the contemplated refinancing (which remains subject to the completion of definitive documentation), Gores would invest an additional $25 million in the Company and guarantee a new, unsecured $20 million subordinated term loan and a $15 million unsecured revolver provided by a third party lender.

Upon closing, the Company would be significantly more de-levered and would have more flexible financial covenants that would provide the Company with the opportunity to enact further changes in the business and take advantage of growth opportunities. Strategically, the Company will be able to increase its focus on key drivers of the business which are based on delivering superior content and service, cost effectively, to its customers. The Company also views this as an opportune time to assess the landscape from an M&A perspective, and to selectively explore opportunities that may be available.

Revenue Initiatives

Westwood One recently signed agreements with several programming partners that will provide high-profile content and large audiences to its affiliates and advertisers, and generate revenue opportunities for the Company.

Last week, Westwood One and the National Football League (NFL) announced a new two-year agreement for Westwood One to continue as the exclusive network radio partner of the NFL. Westwood One's NFL network of over 500 radio stations will broadcast 57 national regular season and postseason NFL games, including Monday Night Football, Sunday Night Football, the NFL Playoffs, the Super Bowl and the Pro Bowl to millions of fans across the country. In addition, through direct deals with NFL clubs, Westwood One will broadcast up to 34 Sunday afternoon games.

The Company also renewed its agreement to continue as the exclusive radio hole-by-hole provider for the Masters Tournament, and announced its expanded coverage of the NCAA Men's Basketball "Championship Week."

On March 2, 2009, Westwood One launched The Fred Thompson Show, which was the Company's largest talk radio launch since Bill O'Reilly and Dennis Miller. The Fred Thompson Show is broadcast on more than 160 stations in key markets such as Washington D.C., Dallas, Houston and Minneapolis.

"We plan to build on our momentum with more branded programming that provides great value for our affiliates and advertisers, and strong revenue opportunities for Westwood One" said Sherwood.

To leverage these programming partnerships and other sales opportunities, even in the face of a soft economic environment, the Company is pro-actively adding select sales people to its sales organization. In Network radio, the Company will add category management specialists for sports, media and entertainment, news talk and digital. In Metro Traffic, sales people will be added to deliver on strategic sales objectives.

Innovating with Technology

Westwood One has maintained its leadership in the traffic business for over 30 years by providing the most accurate, comprehensive traffic information to its affiliates.

In 2008, it undertook a strategic initiative to employ technology to increase the volume and accuracy of traffic information provided to affiliates, and to generate savings through lower distribution costs. Recently, the Company formed an exclusive technology partnership with TrafficLand, the largest authorized aggregator of live video traffic cameras in the US, with over 5,000 video cameras across the country monitoring traffic 24/7. TrafficLand's video technology enables Westwood One to give its affiliates and their listeners the most comprehensive market coverage and solution-oriented traffic information. The Company is also working with leading providers of speed and flow data to help optimize traffic data and content. Westwood One plans to increase its technological footprint in the traffic business by further expanding in the digital and mobile platform areas in the future.

Reducing Operating Expenses

Metro Traffic

Metro Traffic's technology partnerships with TrafficLand and its speed and flow providers allow Westwood One to gather and distribute comprehensive traffic data to affiliates more cost effectively. This strategy has enabled the Company to drive savings through the continued consolidation of 61 operations centers into 13 regional hubs. Re-engineering Metro Traffic, coupled with other cost reductions implemented in the last half of 2008, will result in annualized cost reductions of $25-$30 million, as was previously announced. Approximately $5.5 million of these savings occurred in 2008.

Additional Savings

Incremental cost savings of $30-$33 million are anticipated to be achieved from reduced operating expenses, including labor savings, lower programming costs, and reduced expenses for aviation, administrative support and other operating expenses.

These additional savings, plus the cost reductions mentioned above, will result in total annual cost savings of approximately $55-$63 million. Approximately $2 million of these savings will be achieved in 2010, with the remainder occurring in 2009.

Outlook for 2009

Westwood One will continue to drive its turnaround efforts by focusing on three key strategies:

-- First, by generating revenue from branded programming in network
radio, and an enhanced technology-based product in traffic, and
leveraging these initiatives with a strengthened sales organization.
-- Second, by maintaining a single-minded focus on reducing operating
expenses
-- Third, by taking advantage of growth opportunities in the marketplace.

The weak and the uncertain economic environment makes it difficult to forecast near-term operations. Therefore, management believes it is prudent to withdraw the previous financial outlook that has been provided for 2009. Management will continue to be open about progress on the Company's operating initiatives throughout 2009.

Form 10-K

Westwood One intends to file a Form 12b-25 which will provide the Company with up to 15 additional days in which to file its 2008 Annual Report on 10-K, without being considered "late" by the SEC. The Company believes this is a prudent step given its ongoing refinancing process, and certain analyses being undertaken in connection with the refinancing transaction.

As previously disclosed in an 8-K filing with the SEC, the Company is in default under the terms of its Credit Agreement and Note Purchase Agreement. In connection with the refinancing process, the Company's debt holders have not sought to date to exercise remedies that may be available to them under applicable law or their respective existing debt agreements. If the Company is unable to consummate the refinancing, the Company's debt would remain outstanding. As a result of all of the above, there is substantial doubt about the Company's ability to continue as a going concern. This conclusion has no impact on the actions the Company is taking to restructure its business, including the agreement in principle that has been reached on the refinancing, and the several cost reduction initiatives which have gained significant traction.

As previously disclosed in an 8-K, the Company, Gores and various lenders are working towards execution of definitive documentation to reflect the refinancing terms agreed upon in principle. While management believes such refinancing will close no later than the second quarter, there can be no assurance that the parties will consummate the refinancing transaction. Based on current facts and circumstances, management believes that if the refinancing occurs, it will remove the conditions currently giving rise to the going concern.

Certain statements in this release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases "guidance," "expect," "anticipate," "estimates" and "forecast" and similar words or expressions are intended to identify such forward-looking statements. In addition any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this release include, but are not limited to: continued declines in revenue; our ability to refinance our outstanding debt; our ability to continue as a going concern; our ability to execute our growth strategy; trends in audience and inventory delivered by our affiliated radio stations, and competition in the media industry; changes in economic conditions in the U.S. and in other countries in which the Company currently does business (both generally and relative to the broadcasting and media industry); advertiser spending patterns; changes in the level of competition for advertising dollars; and fluctuations in programming costs. Other key risks are described in the Company's reports filed with the SEC, including the Company's annual report on Form 10-K/A for the year ending December 31, 2007. Except as otherwise stated in this news announcement, Westwood One, Inc. does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

WESTWOOD ONE, INC.

SUPPLEMENTAL DISCLOSURES REGARDING NON-GAAP FINANCIAL INFORMATION

Adjusted EBITDA

The following tables set forth the Company's Adjusted EBITDA for the three and twelve months ended December 31, 2008 and 2007. The Company defines "Adjusted EBITDA" as net income (loss) from its Statement of Operations adjusted to exclude the following items: interest, income tax, depreciation and amortization, stock-based stock compensation, restructuring charges, special charges, other income and goodwill impairment. Adjusted EBITDA is not a performance measure calculated in accordance with Generally Accepted Accounting Principles ("GAAP").

Adjusted EBITDA is used by the Company to, among other things, evaluate its operating performance, forecast and plan for future periods, value prospective acquisitions, and as one of several components of incentive compensation targets for certain management personnel. This measure is an important indicator of the Company's operational strength and performance of its business because it provides a link between profitability and operating cash flow. The Company believes the presentation of this measure is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by the Company's management, helps improve their ability to understand the Company's operating performance and makes it easier to compare the Company's results with other companies that have different financing and capital structures or tax rates. In addition, this measure is also among the primary measures used externally by the Company's investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry. Adjusted EBITDA is also used to determine compliance with its debt covenants.

Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, it should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance. Adjusted EBITDA as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent funds available for discretionary use, and is not necessarily a measure of the Company's ability to fund its cash needs. As Adjusted EBITDA excludes certain financial information compared with operating income, the most directly comparable GAAP financial measure, users of this financial information should consider the types of events and transactions which are excluded. As required by the SEC, the Company provides below a reconciliation of Adjusted EBITDA to operating income, the most directly comparable amount reported under GAAP.

Three Months Ended Year Ended
December 31, December 31,
------------ ------------
(In millions) 2008 2007 2008 2007
---- ---- ---- ----
Net (loss) income $(222.5) $8.3 $(427.6) $24.4
Plus:
Income taxes (12.7) 5.8 (14.8) 15.7
Interest expense 3.1 5.9 16.7 23.6
Depreciation and amortization 2.3 5.1 11.1 19.9
Goodwill impairment 224.1 -- 430.1 --
Restructuring, special &
other charges 10.5 0.3 18.3 4.2
Non-cash stock based
compensation 1.2 1.8 5.4 9.6

Adjusted EBITDA $6.0 $27.2 $39.2 $97.4

Free Cash Flow

Free cash flow is defined by the Company as net income (loss) plus depreciation and amortization, stock-based compensation, special charges, restructuring charges and non-cash goodwill impairment less capital expenditures. The Company uses free cash flow, among other measures, to evaluate its operating performance. Management believes free cash flow provides investors with an important perspective on the Company's cash available to service debt and the Company's ability to make strategic acquisitions and investments, maintain its capital assets, repurchase its common stock and fund ongoing operations. As a result, free cash flow is a significant measure of the Company's ability to generate long term value. The Company believes the presentation of free cash flow is relevant and useful for investors because it allows investors to view performance in a manner similar to the method used by management. In addition, free cash flow is also a primary measure used externally by the Company's investors, analysts and peers in its industry for purposes of valuation and comparing the operating performance of the Company to other companies in its industry. Free cash flow per fully diluted weighted average Common shares outstanding is defined by the Company as free cash flow divided by the fully diluted weighted average Common shares outstanding.

As free cash flow is not a measure of performance calculated in accordance with GAAP, free cash flow should not be considered in isolation of, or as a substitute for, net income as an indicator of operating performance or net cash provided by operating activities as a measure of liquidity. Free cash flow, as the Company calculates it, may not be comparable to similarly titled measures employed by other companies. In addition, free cash flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of the Company's ability to fund its cash needs. In arriving at free cash flow, the Company adjusts net cash provided by operating activities to remove the impact of cash flow timing differences to arrive at a measure which the Company believes more accurately reflects funds available for discretionary use. Specifically, the Company adjusts net cash provided by operating activities (the most directly comparable GAAP financial measure) for capital expenditures, restructuring charges, special charges, non-cash goodwill impairment and deferred taxes, in addition to removing the impact of sources and or uses of cash resulting from changes in operating assets and liabilities. Accordingly, users of this financial information should consider the types of events and transactions which are not reflected. The Company provides below a reconciliation of free cash flow to the most directly comparable amount reported under GAAP, net cash provided by operating activities. The following table presents a reconciliation of the Company's net cash provided by operating activities to free cash flow:

Three Months Ended Year Ended
December 31, December 31,
------------ ------------
(In millions, except
per share amounts) 2008 2007 2008 2007
---- ---- ---- ----
Net cash provided by (used in)
operating activities $(7.2) $7.3 $2.0 $27.8
Plus or Minus:
Changes in assets
and liabilities 13.7 6.7 (2.8) 20.1
Sale of marketable securities -- -- 12.4 --
Restructuring,
special & other charges 7.0 0.6 27.3 4.6
Deferred taxes 0.2 1.3 10.4 6.4
Loss on disposal of
property and equipment (1.2) -- (1.2) --
Less capital expenditures (1.1) (1.8) (7.3) (5.8)

Free cash flow $11.4 $14.1 $40.8 $53.1

Fully diluted weighted
average shares Outstanding 101.1 86.4 98.3 86.4

Free cash flow per
diluted share $0.11 $0.16 $0.41 $0.62

WESTWOOD ONE, INC
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

Year Ended December 31,
-----------------------
2008 2007 2006
---- ---- ----
NET REVENUE $404,416 $451,384 $512,085
----------- -------- -------- --------
Operating Costs (includes
related party expenses
of $73,049, $66,633 and
$75,514 respectively) 360,492 350,440 395,196

Depreciation and Amortization
(includes related party
warrant amortization of
$1,618, $9,706
and $9,706, respectively) 11,052 19,840 20,756

Corporate General and
Administrative Expenses
(includes related party
expenses of $610, $3,394
and $3,273, respectively) 13,442 13,171 14,618

Goodwill Impairment 430,126 - 515,916

Restructuring Charges 14,100 - -

Special Charges (includes
related party expenses
of $5,000, $0 and $0,
respectively) 13,245 4,626 1,579
------- ------- -------
842,457 388,077 948,065
------- ------- -------

OPERATING (LOSS) INCOME (438,041) 63,307 (435,980)
------------------------

Interest Expense 16,651 23,626 25,590
Other Income (12,369) (411) (926)
------- ---- ----

INCOME (LOSS) BEFORE
INCOME TAXES (442,323) 40,092 (460,644)
INCOME TAX (BENEFIT) EXPENSE (14,760) 15,724 8,809
------- ------ -----

NET (LOSS) INCOME $(427,563) $24,368 $(469,453)
========= ======= =========

NET (LOSS) INCOME attributable
to Common Shareholders $(427,563) $24,368 $(469,453)
========= ======= =========

(LOSS) EARNINGS PER SHARE
COMMON STOCK
BASIC $(4.39) $ 0.28 $ (5.46)
====== ===== ======
DILUTED $(4.39) $ 0.28 $ (5.46)
====== ===== ======
CLASS B STOCK
BASIC $ - $ 0.02 $ 0.26
== ===== =====
DILUTED $ - $ 0.02 $ 0.26
== ===== =====

WEIGHTED AVERAGE SHARES
OUTSTANDING:
COMMON STOCK
BASIC 98,015 86,112 86,013
====== ====== ======
DILUTED 98,015 86,426 86,013
====== ====== ======
CLASS B STOCK
BASIC 292 292 292
=== === ===
DILUTED 292 292 292
=== === ===

WESTWOOD ONE, INC
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

December 31, December 31,
2008 2007
---- ----
(unaudited)
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $6,437 $6,187
Accounts receivable, net of
allowance for doubtful accounts
of $3,632 (2008) and $3,602 (2007) 94,273 108,271
Warrants, current portion - 9,706
Prepaid and other assets 19,193 13,990
------ ------
Total Current Assets 119,903 138,154

Property and equipment, net 30,417 33,012
Goodwill 33,988 464,114
Intangible assets, net 2,660 3,443
Other assets 17,763 31,034
------ ------

TOTAL ASSETS $204,731 $669,757
======== ========

LIABILITIES, REDEEMABLE PREFERRED
STOCK AND SHAREHOLDERS' EQUITY (DEFICIT)
---------------------------------
CURRENT LIABILITIES:
Accounts payable $27,807 $17,378
Amounts payable to related parties 22,680 30,859
Deferred revenue 2,397 5,815
Income taxes payable - 7,246
Accrued expenses and
other liabilities 25,564 29,562
Current maturity of
long-term debt 249,053 -
------- -
Total Current Liabilities 327,501 90,860

Long-term debt - 345,244
Other liabilities 6,827 6,022

------- -------
TOTAL LIABILITIES 334,328 442,126
------- -------
Commitments and Contingencies
Redeemable preferred stock:
$.01 par value, authorized:
10,000 shares; issued and outstanding:
75 shares of Series A
Convertible Preferred Stock;
liquidation preference $1,000 per
share, plus accumulated dividends 73,738 -
------ ------

SHAREHOLDERS' (DEFICIT) EQUITY
-------------------------------
Common stock, $.01 par value:
authorized: 300,000 shares;
issued and outstanding: 101,253
(2008) and 87,105 (2007) 1,013 872
Class B stock, $.01 par
value: authorized: 3,000 shares;
issued and outstanding: 292
(2008 and 2007) 3 3
Additional paid-in capital 292,602 290,786
Net unrealized gain 601 5,955
Accumulated deficit (497,554) (69,985)
-------- -------
TOTAL SHAREHOLDERS'
(DEFICIT) EQUITY (203,335) 227,631
-------- -------

TOTAL LIABILITIES,
REDEEMABLE PREFERRED
STOCK AND SHAREHOLDERS'
EQUITY (DEFICIT) $204,731 $669,757
======== ========

WESTWOOD ONE, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Year Ended December 31,
------------------------
2008 2007 2006
---- ---- ----
CASH FLOW FROM OPERATING ACTIVITIES:
------------------------------------
Net (loss) income $(427,563) $24,368 $(469,453)
Adjustments to reconcile
net (loss) income to net
cash provided by
operating activities:
Depreciation and amortization 11,052 19,840 20,756
Goodwill Impairment 430,126 - 515,916
Loss on disposal of property
and equipment 1,257 - -
Deferred taxes (10,358) (6,480) (20,546)
Non-cash stock compensation 5,443 9,606 12,269
Gain on sale of marketable
securities (12,420) - -
Amortization of deferred
financing costs 1,674 481 359
----- --- ---
(789) 47,815 59,301
Changes in assets and liabilities:
Decrease in Accounts receivable 13,998 7,234 17,278
(Increase) Decrease in Prepaid
and other assets (5,873) (990) 6,367
(Decrease) in Deferred revenue (3,418) (2,335) (936)
(Decrease) Increase in
Income taxes payable and
prepaid income taxes (7,246) 1,097 (15,724)
Increase (Decrease) in
Accounts payable and
accrued expenses
and other liabilities 13,545 (29,435) 32,813
(Decrease) Increase in
Amounts payable to
related parties (8,179) 4,515 5,152
------ ----- -----
Net Cash Provided By
Operating Activities 2,038 27,901 104,251
----- ------ -------

CASH FLOW FROM INVESTING ACTIVITIES:
------------------------------------
Capital expenditures (7,313) (5,849) (5,880)
Proceeds from sale of
marketable securities 12,741 - -
Collection of loan receivable - - 2,000
Acquisition of companies and other - - 75
------ ----- -----
Net Cash Provided (Used) In
Investing Activities 5,428 (5,849) (3,805)
----- ------ ------

CASH FLOW FROM FINANCING ACTIVITIES:
------------------------------------
Issuance of common stock 22,760 - 392
Issuance of series A
convertible preferred
stock and warrants 74,168 - -
Debt repayments and
payments of capital
lease obligations (104,737) (25,730) (60,685)
Terminated of swap
contracts 2,150 - -
Dividend payments - (1,663) (27,640)
Repurchase of common stock - - (11,044)
Deferred financing costs (1,556) - (352)
Excess windfall tax
benefits from stock
option exercises - - 12
-- -- --
Net Cash Used in Financing
Activities (7,216) (27,393) (99,317)
------ ------- -------