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prnewswire

Entravision Communications Corporation Reports Third Quarter 2009 Results

  • Press Release
  • Source: Entravision Communications Corporation
  • On 4:05 pm EST, Wednesday November 4, 2009

SANTA MONICA, Calif., Nov. 4 /PRNewswire-FirstCall/ -- Entravision Communications Corporation (NYSE: EVC - News) today reported financial results for the three- and nine-month periods ended September 30, 2009.

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Historical results, which are attached, are in thousands of U.S. dollars (except share and per share data). The results of our outdoor operations are presented in discontinued operations within the statements of operations in accordance with ASC 360-10-45, "Impairment or Disposal of Long-Lived Assets". This press release contains certain non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each of these non-GAAP financial measures, and a table reconciling each of these non-GAAP financial measures to its most directly comparable GAAP financial measure, is included below. Unaudited financial highlights are as follows:

                            Three-Month Period           Nine-Month Period
                            Ended September 30,         Ended September 30,
                      ---------------------------    -------------------------
                        2009       2008  % Change      2009      2008 % Change
                      -------    -------  -------    -------   ------- -------

    Net revenue      $50,754    $60,988     (17)%  $141,165  $179,573    (21)%
    Operating
     expenses(1)      30,572     36,977     (17)%    92,031   109,284    (16)%
    Corporate
     expenses(2)       3,351      3,772     (11)%    10,602    12,703    (17)%

    Consolidated
     adjusted
     EBITDA(3)        17,268     21,122     (18)%    40,307    60,156    (33)%

    Free cash flow(4) $5,058     $8,756     (42)%    $9,176    $23,042   (60)%
    Free cash flow per
     share, basic and
     diluted(4)        $0.06      $0.10     (40)%     $0.11      $0.25   (56)%

    Net income (loss)
     from continuing
     operations         $673  $(354,491)     NM    $(15,648) $(349,881)  (96)%
    Net income (loss)
     applicable to
     common
     stockholders       $673  $(354,491)     NM    $(15,648) $(351,454)  (96)%

    Net income (loss)
     per share from
     continuing
     operations
     applicable to
     common
     stockholders,
     basic and
     diluted           $0.01     $(3.98)     NM      $(0.19)    $(3.80)  (95)%
    Net income (loss)
     per share
     applicable
     to common
     stockholders,
     basic and
     diluted           $0.01     $(3.98)     NM      $(0.19)    $(3.82)  (95)%

    Weighted average
     common shares
     outstanding,
     basic        83,683,908 89,130,413          84,049,423 92,029,671
    Weighted average
     common shares
     outstanding,
     diluted      83,935,319 89,130,413          84,049,423 92,029,671

  1. Operating expenses include direct operating, selling, general and administrative expenses. Included in operating expenses are $0.4 million and $0.4 million of non-cash stock-based compensation for the three-month periods ended September 30, 2009 and 2008, respectively and $1.1 million and $1.0 million of non-cash stock-based compensation for the nine-month periods ended September 30, 2009 and 2008, respectively. Operating expenses do not include corporate expenses, depreciation and amortization, impairment charge, gain (loss) on sale of assets and loss on debt extinguishment.
  2. Corporate expenses include $0.3 million and $0.5 million of non-cash stock-based compensation for the three-month periods ended September 30, 2009 and 2008, respectively and $1.1 million and $1.4 million of non-cash stock-based compensation for the nine-month periods ended September 30, 2009 and 2008, respectively.
  3. Consolidated adjusted EBITDA means net income (loss) plus loss (gain) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, loss on debt extinguishment, loss from discontinued operations, income tax expense (benefit), equity in net income (loss) of nonconsolidated affiliate and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our syndicated bank credit facility and does not include loss (gain) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, loss on debt extinguishment, loss from discontinued operations, income tax expense (benefit), equity in net income (loss) of nonconsolidated affiliate and syndication programming amortization and does include syndication programming payments. While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income and net income. As consolidated adjusted EBITDA excludes non-cash (gain) loss on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, loss on debt extinguishment, loss from discontinued operations, income tax expense (benefit), equity in net income (loss) of nonconsolidated affiliate and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions.
  4. Free cash flow is defined as consolidated adjusted EBITDA less cash paid for income taxes, net interest expense and capital expenditures. Net interest expense is defined as interest expense, less non-cash interest expense relating to amortization of debt finance costs, less interest income less the change in the fair value of our interest rate swaps. Free cash flow per share is defined as free cash flow divided by the diluted weighted average common shares outstanding.

Commenting on the Company's earnings results, Walter F. Ulloa, Chairman and Chief Executive Officer, said, "Our third quarter financial results continue to be impacted by the recession and the challenging advertising environment. We remain focused on managing our costs and maximizing our cash flows. Our television and radio operations continue to deliver solid ratings in the nation's most densely-populated Hispanic markets. We believe that we are well positioned to benefit when the economy recovers, given the strength of our brands and our ability to deliver the valuable Hispanic audience to advertisers."

Financial Results

    Three Months Ended September 30, 2009 Compared to Three Months Ended
                          September 30, 2008 (Unaudited)

                                                    Three-Month Period
                                                    Ended September 30,
                                              ------------------------------
                                                 2009        2008  % Change
                                               -------    -------   -------

    Net revenue                               $50,754     $60,988     (17)%
    Operating expenses(1)                      30,572      36,977     (17)%
    Corporate expenses(1)                       3,351       3,772     (11)%
    Depreciation and amortization               5,272       5,998     (12)%
    Impairment charge                             -       440,020      NM
                                               -------    -------

    Operating income (loss)                    11,559    (425,779)     NM
    Interest expense, net                      (8,157)     (7,550)      8%
                                               -------    -------

    Income (loss) before income taxes           3,402    (433,329)     NM

    Income tax (expense) benefit               (2,802)     78,847      NM
                                               -------    -------
    Net income (loss) before equity in net
     income (loss) of nonconsolidated affiliates
     and discontinued operations                  600    (354,482)     NM
    Equity in net income (loss) of
     nonconsolidated affiliates, net of tax        73          (9)     NM
                                               -------    -------

    Net income (loss)                            $673   $(354,491)     NM
                                               =======    =======

    (1) Operating expenses and corporate expenses are defined above.

Net revenue decreased to $50.8 million for the three-month period ended September 30, 2009 from $61.0 million for the three-month period ended September 30, 2008, a decrease of $10.2 million. Of the overall decrease, $5.4 million came from our television segment and was primarily attributable to a decrease in local and national advertising rates, which in turn was primarily due to the continuing weak economy, partially offset by an increase in retransmission consent revenue. Additionally, $4.8 million of the overall decrease came from our radio segment and was primarily attributable to a decrease in local and national advertising rates, which in turn was primarily due to the continuing weak economy.

Operating expenses decreased to $30.6 million for the three-month period ended September 30, 2009 from $37.0 million for the three-month period ended September 30, 2008, a decrease of $6.4 million. The decrease was primarily attributable to decreases in expenses associated with the decrease in net revenue and salary expense due to reductions of personnel and salary reductions.

Corporate expenses decreased to $3.4 million for the three-month period ended September 30, 2009 from $3.8 million for the three-month period ended September 30, 2008, a decrease of $0.4 million. The decrease was primarily attributable to the decrease in salary expense due to salary reductions and a decrease in employee benefits.

    Nine Months Ended September 30, 2009 Compared to Nine Months Ended
                              September 30, 2008
                                  (Unaudited)

                                                Nine-Month Period
                                               Ended September 30,
                                        -------------------------------
                                            2009        2008  % Change
                                          -------    -------  -------

    Net revenue                         $141,165    $179,573    (21)%
    Operating expenses(1)                 92,031     109,284    (16)%
    Corporate expenses(1)                 10,602      12,703    (17)%
    Depreciation and amortization         15,893      17,185     (8)%
    Impairment charge                      2,720     440,020    (99)%
                                          -------    -------

    Operating income (loss)               19,919    (399,619)    NM
    Interest expense, net                (21,374)    (26,256)   (19)%
    Loss on debt extinguishment           (4,716)        -       NM
                                          -------    -------

    Loss before income taxes              (6,171)   (425,875)   (99)%

    Income tax (expense) benefit          (9,311)     76,167     NM
                                          -------    -------
    Net loss before equity in net loss
     of nonconsolidated affiliates and
     discontinued operations             (15,482)   (349,708)   (96)%
    Equity in net loss of nonconsolidated
     affiliates, net of tax                 (166)       (173)    (4)%
                                          -------    -------

    Loss from continuing operations      (15,648)   (349,881)   (96)%
    Loss from discontinued operations,
     net of tax                              -        (1,573)    NM
                                          -------    -------

    Net loss                            $(15,648)  $(351,454)   (96)%
                                          =======    =======

    (1) Operating expenses and corporate expenses are defined above.

Net revenue decreased to $141.2 million for the nine-month period ended September 30, 2009 from $179.6 million for the nine-month period ended September 30, 2008, a decrease of $38.4 million. Of the overall decrease, $20.5 million came from our television segment and was primarily attributable to a decrease in local and national advertising rates, which in turn was primarily due to the continuing weak economy, partially offset by an increase in retransmission consent revenue. Additionally, $17.9 million of the overall decrease came from our radio segment and was primarily attributable to a decrease in local and national advertising sales and advertising rates, which in turn was primarily due to the continuing weak economy.

Operating expenses decreased to $92.0 million for the nine-month period ended September 30, 2009 from $109.3 million for the nine-month period ended September 30, 2008, a decrease of $17.3 million. The decrease was primarily attributable to decreases in expenses associated with the decrease in net revenue and salary expense due to reductions of personnel and salary reductions.

Corporate expenses decreased to $10.6 million for the nine-month period ended September 30, 2009 from $12.7 million for the nine-month period ended September 30, 2008, a decrease of $2.1 million. The decrease was primarily attributable to the elimination of bonuses paid to executive officers, a decrease in salary expense due to salary reductions and a decrease in employee benefits.

Segment Results

The following represents selected unaudited segment information:

                                                     Three-Month Period
                                                     Ended September 30,
                                             --------------------------------
                                                2009        2008    % Change
                                             --------    --------   --------

    Net Revenue
        Television                           $32,019     $37,479      (15)%
        Radio                                 18,735      23,509      (20)%
                                             --------    --------
            Total                            $50,754     $60,988      (17)%

    Operating Expenses (1)
        Television                           $17,601     $21,908      (20)%
        Radio                                 12,971      15,069      (14)%
                                             --------    --------
            Total                            $30,572     $36,977      (17)%

    Corporate Expenses(1)                     $3,351      $3,772      (11)%

    Consolidated adjusted EBITDA(1)          $17,268     $21,122      (18)%

    (1) Operating expenses, Corporate expenses, and Consolidated adjusted
        EBITDA are defined above.

Entravision Communications Corporation will hold a conference call to discuss its 2009 third quarter results on November 4, 2009 at 5 p.m. Eastern Time. To access the conference call, please dial 412-858-4600 ten minutes prior to the start time. The call will be webcast live and archived for replay at www.entravision.com.

Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television and radio operations to reach Hispanic consumers across the United States, as well as the border markets of Mexico. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univision's TeleFutura network, with television stations in 20 of the nation's top 50 Hispanic markets. The Company also operates one of the nation's largest groups of primarily Spanish-language radio stations, consisting of 48 owned and operated radio stations. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company's filings with the Securities and Exchange Commission.

                         Entravision Communications Corporation
                         Consolidated Statements of Operations
                    (In thousands, except share and per share data)
                                       (Unaudited)


                                      Three-Month Period    Nine-Month Period
                                      Ended September 30,  Ended September 30,
                                  ------------------------ -------------------
                                        2009       2008       2009       2008
                                  ----------  ---------- ---------- ----------

    Net revenue                      $50,754    $60,988   $141,165   $179,573
                                  ----------  ---------- ---------- ----------

    Expenses:
        Direct operating expenses     21,030     25,583     63,690     76,258
        Selling, general and
         administrative expenses       9,542     11,394     28,341     33,026
        Corporate expenses             3,351      3,772     10,602     12,703
        Depreciation and amortization  5,272      5,998     15,893     17,185
        Impairment charge                -      440,020      2,720    440,020
                                  ----------  ---------- ---------- ----------
                                      39,195    486,767    121,246    579,192
                                  ----------  ---------- ---------- ----------
            Operating income
             (loss)                   11,559   (425,779)    19,919   (399,619)
    Interest expense                  (8,227)    (8,172)   (21,762)   (27,595)
    Interest income                       70        622        388      1,339
    Loss on debt extinguishment          -          -       (4,716)       -
                                  ----------  ---------- ---------- ----------
            Income (loss) before
             income taxes              3,402   (433,329)    (6,171)  (425,875)
    Income tax (expense) benefit      (2,802)    78,847     (9,311)    76,167
                                  ----------  ---------- ---------- ----------
            Income (loss) before
             equity in net income
             (loss) of nonconsolidated
             affiliate and
             discontinued operations     600   (354,482)   (15,482)  (349,708)
    Equity in net income (loss) of
     nonconsolidated affiliate, net
     of tax                               73         (9)      (166)      (173)
                                  ----------  ---------- ---------- ----------
    Income (loss) from continuing
     operations                          673   (354,491)   (15,648)  (349,881)
    Loss from discontinued operations,
     net of tax                          -          -          -       (1,573)
                                  ----------  ---------- ---------- ----------
    Net income (loss) applicable to
     common stockholders                $673  $(354,491)  $(15,648) $(351,454)
                                  ==========  ========== ========== ==========

    Basic and diluted earnings per
     share:
    Net income (loss) per share from
     continuing operations applicable
     to common stockholders, basic and
     diluted                           $0.01     $(3.98)    $(0.19)    $(3.80)
                                  ==========  ========== ========== ==========
    Net loss per share from discontinued
     operations, basic and diluted      $-         $-         $-       $(0.02)
                                  ==========  ========== ========== ==========
    Net income (loss) per share
     applicable to common stockholders,
     basic and diluted                 $0.01     $(3.98)    $(0.19)    $(3.82)
                                  ==========  ========== ========== ==========


    Weighted average common shares
     outstanding, basic           83,683,908  89,130,413 84,049,423 92,029,671
                                  ==========  ========== ========== ==========
    Weighted average common shares
     outstanding, diluted         83,935,319  89,130,413 84,049,423 92,029,671
                                  ==========  ========== ========== ==========

                         Entravision Communications Corporation
                         Consolidated Statements of Cash Flows
                               (Unaudited; in thousands)

                                      Three-Month Period    Nine-Month Period
                                      Ended September 30,  Ended September 30,
                                   -------------------------------------------
                                        2009       2008       2009       2008
                                   ---------- ---------- ---------- ----------


    Cash flows from operating activities:
        Net income (loss)               $673  $(354,491)  $(15,648) $(351,454)
        Adjustments to reconcile net
         income (loss) to net cash
         provided by operating
         activities:
          Depreciation and
           amortization                5,272      5,998     15,893     17,185
          Impairment charge              -      440,020      2,720    440,020
          Deferred income taxes        2,548    (79,198)     8,534    (77,537)
          Amortization of debt issue
           costs                         104        100        298        302
          Amortization of syndication
           contracts                     441        700      1,689      2,255
          Payments on syndication
           contracts                    (706)      (713)    (2,119)    (2,135)
          Equity in net (income) loss
           of nonconsolidated affiliate  (73)         9        166        173
          Non-cash stock-based
           compensation                  702        896      2,205      2,450
          Gain on sale of media
           properties and other assets   -          -         (102)       -
          Non-cash expenses related to
           debt extinguishment           -          -          945        -
          Change in fair value of
           interest rate swap
           agreements                 (1,314)       436     (3,850)     3,647
          Changes in assets and
           liabilities, net of
           effect of acquisitions
           and dispositions:
            (Increase) decrease in
             accounts receivable      (1,828)     3,490     (3,100)     3,648
            Increase in prepaid
             expenses and other
             assets                     (810)      (178)      (621)      (100)
            Increase (decrease) in
             accounts payable, accrued
             expenses and other
             liabilities               1,085     (1,445)     3,187     (3,205)
          Effect of discontinued
           operations                    -          -          -       (2,230)
                                   ---------- ---------- ---------- ----------
              Net cash provided by
               operating activities   6,094      15,624     10,197     33,019
                                   ---------- ---------- ---------- ----------
    Cash flows from investing
     activities:
        Proceeds from sale of
         property and equipment
         and intangibles                -           -          114    101,498
        Purchases of property and
         equipment and
         intangibles                  (2,589)    (5,007)    (9,207)   (13,415)
        Purchase of a business           -          -          -      (22,885)
        Deposits on acquisitions         -         (200)       -         (200)
        Effect of discontinued
         operations                      -          -          -         (194)
                                   ---------- ---------- ---------- ----------
              Net cash provided by
               (used in) investing
                activities            (2,589)    (5,207)    (9,093)    64,804
                                   ---------- ---------- ---------- ----------
    Cash flows from financing
     activities:
        Proceeds from issuance of
         common stock                     53        299        255        785
        Payments on long-term
         debt                         (1,572)        (2)   (42,572)   (11,036)
        Repurchase of Class U
         common stock                    -          -          -      (10,380)
        Repurchase of Class A
         common stock                    -      (10,245)    (1,075)   (46,538)
        Excess tax benefits from
         exercise of stock options       -          -          -          (25)
        Payments of deferred debt
         and offering costs              -          -       (1,182)       -
                                   ---------- ---------- ---------- ----------
              Net cash used in
               financing
               activities             (1,519)    (9,948)   (44,574)   (67,194)
                                   ---------- ---------- ---------- ----------
              Net increase
               (decrease)
               in cash and cash
               equivalents             1,986        469    (43,470)    30,629
    Cash and cash equivalents:
        Beginning                     18,838    117,105     64,294     86,945
                                   ---------- ---------- ---------- ----------
        Ending                       $20,824   $117,574    $20,824   $117,574
                                   ========== ========== ========== ==========


                      Entravision Communications Corporation
          Reconciliation of Consolidated Adjusted EBITDA to Cash Flows From
                               Operating Activities
                            (Unaudited; in thousands)

    The most directly comparable GAAP financial measure is operating cash
    flow. A reconciliation of this non-GAAP measure to cash flows from
    operating activities for each of the periods presented is as follows:


                                     Three-Month Period   Nine-Month Period
                                     Ended September 30, Ended September 30,
                                     --------------------------------------
                                        2009      2008      2009      2008
                                     --------  --------  --------  --------


    Consolidated adjusted EBITDA (1) $17,268   $21,122   $40,307   $60,156

    Interest expense                  (8,227)   (8,172)  (21,762)  (27,595)
    Interest income                       70       622       388     1,339
    Loss on debt extinguishment          -         -      (4,716)      -
    Income tax (expense) benefit      (2,802)   78,847    (9,311)   76,167
    Amortization of syndication
     contracts                          (441)     (700)   (1,689)   (2,255)
    Payments on syndication contracts    706       713     2,119     2,135
    Non-cash stock-based compensation
     included in direct operating
     expenses                           (159)     (173)     (489)     (462)
    Non-cash stock-based compensation
     included in selling, general
     and administrative expenses        (204)     (217)     (618)     (579)
    Non-cash stock-based compensation
     included in corporate expenses     (339)     (506)   (1,098)   (1,409)
    Depreciation and amortization     (5,272)   (5,998)  (15,893)  (17,185)
    Impairment charge                    -    (440,020)   (2,720) (440,020)
    Equity in net income (loss) of
     nonconsolidated affiliates           73        (9)     (166)     (173)
    Loss from discontinued operations    -         -         -      (1,573)
                                     --------  --------  --------  --------
    Net income (loss)                    673  (354,491)  (15,648) (351,454)


    Depreciation and amortization      5,272     5,998    15,893    17,185
    Impairment charge                    -     440,020     2,720   440,020
    Deferred income taxes              2,548   (79,198)    8,534   (77,537)
    Amortization of debt issue costs     104       100       298       302
    Amortization of syndication
     contracts                           441       700     1,689     2,255
    Payments on syndication contracts   (706)     (713)   (2,119)   (2,135)
    Equity in net (income) loss of
     nonconsolidated affiliate           (73)        9       166       173
    Non-cash stock-based compensation    702       896     2,205     2,450
    Gain on sale of media properties
     and other assets                    -         -        (102)      -
    Non-cash expenses related to debt
     extinguishment                      -         -         945       -
    Change in fair value of interest
     rate swap agreements             (1,314)      436    (3,850)    3,647
    Changes in assets and liabilities,
     net of effect of acquisitions
     and dispositions:
        (Increase) decrease in
         accounts receivable          (1,828)    3,490    (3,100)    3,648
        Increase in prepaid expenses
         and other assets               (810)     (178)     (621)     (100)
        Increase (decrease) in
         accounts payable, accrued
         expenses and other
         liabilities                   1,085    (1,445)    3,187    (3,205)
    Effect of discontinued operations    -         -         -      (2,230)
                                     --------  --------  --------  --------
    Cash flows from operating
     activities                       $6,094   $15,624   $10,197   $33,019
                                     ========  ========  ========  ========

    (1) Consolidated adjusted EBITDA is defined above.

                       Entravision Communications Corporation
                Reconciliation of Free Cash Flow to Net Income (Loss)
                              (Unaudited; in thousands)

    The most directly comparable GAAP financial measure is net income (loss).
    A reconciliation of this non-GAAP measure to net income (loss) for each of
    the periods presented is as follows:

                                     Three-Month Period    Nine-Month Period
                                     Ended September 30,  Ended September 30,
                                     ---------------------------------------
                                        2009      2008      2009      2008
                                     --------  --------  --------  --------
    Consolidated adjusted EBITDA(1)  $17,268   $21,122   $40,307   $60,156
    Net interest expense(1)            9,367     7,013    24,926    22,306
    Cash paid for income taxes           254       350       777     1,394
    Capital expenditures(2)            2,589     5,003     5,428    13,414
                                     --------  --------  --------  --------
    Free cash flow(1)                  5,058     8,756     9,176    23,042

    Capital expenditures(2)            2,589     5,003     5,428    13,414
    Non-cash interest expense relating
     to amortization of debt finance
     costs and interest rate swap
     agreements                        1,210      (537)    3,552    (3,950)
    Loss on debt extinguishment          -         -      (4,716)      -
    Non-cash income tax (expense)
     benefit                          (2,548)    79,197   (8,534)   77,561
    Amortization of syndication
     contracts                          (441)      (700)  (1,689)   (2,255)
    Payments on syndication contracts    706        713    2,119     2,135
    Non-cash stock-based compensation
     included in direct operating
     expenses                           (159)      (173)    (489)     (462)
    Non-cash stock-based compensation
     included in selling, general
     and administrative expenses        (204)      (217)    (618)     (579)
    Non-cash stock-based compensation
     included in corporate expenses     (339)      (506)  (1,098)    (1,409)
    Depreciation and amortization     (5,272)    (5,998) (15,893)   (17,185)
    Impairment charge                    -     (440,020)  (2,720)  (440,020)
    Equity in net income (loss) of
     nonconsolidated affiliates           73         (9)    (166)      (173)
    Loss from discontinued operations    -          -         -      (1,573)
                                     --------  --------  --------  --------
    Net income (loss)                   $673  $(354,491)$(15,648) $(351,454)
                                     ========  ========  ========  ========


    (1) Consolidated adjusted EBITDA, net interest expense and free cash flow
        are defined above.
    (2) Capital expenditures is not part of the consolidated statement of
        operations.

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