Current Report


 



 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
Date of report (Date of earliest event reported): July 30, 2009

Centennial Communications Corp.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-19603
06-1242753
(Commission File Number)
(IRS Employer Identification No.)

3349 Route 138
Wall, New Jersey 07719
(Address of principal executive offices, including zip code)

(732) 556-2200
(Registrant’s Telephone Number, Including Area Code)


(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 
 

 

 
Item 2.02                       Results of Operations and Financial Condition .

On July 30, 2009, Centennial Communications Corp. issued a press release announcing its financial results for the fiscal year ended May 31, 2009.  A copy of the press release is furnished and attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this report and the exhibit attached hereto are being furnished and shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly stated by specific reference in such filing.

Item 9.01                      Financial Statements and Exhibits

(c)  
Exhibits

99.1            Press Release of Centennial Communications Corp. dated July 30, 2009
 
 
 
 
 
 

 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 

 
 
  CENTENNIAL COMMUNICATIONS CORP.
 
 
 
 
Date:  July 30, 2009
By:     /s/ Tony L. Wolk                         
   Tony L. Wolk
             Senior Vice President, General Counsel



 
 

 

 
EXHIBIT INDEX
 
Exhibit No.                                                                             Description
 
Press release of Centennial Communications Corp. dated July 30, 2009
 


 
 


 
 

 
 


Exhibit 99.1

 
Centennial Communications Announces Fiscal Fourth-Quarter and Full-Year Results
 
Fiscal Fourth-Quarter Net Income of $0.33 per Diluted Share, Compared to Net Income of $0.10 per Diluted Share in the Prior-Year Quarter
 
Fiscal Fourth-Quarter Consolidated Adjusted Operating Income of $126.2 Million, up 20 Percent Year-Over-Year From $105.6 Million
 
Fiscal Fourth-Quarter Consolidated Revenue of $261.8 Million, up 1 Percent Year-Over-Year From $258.7 Million
 
WALL, NJ--(Marketwire - July 30, 2009) - Centennial Communications Corp. (NASDAQ: CYCL ) ("Centennial") today reported net income of $37.1 million, or $0.33 per diluted share, for the fiscal fourth quarter of 2009 as compared to net income of $12.9 million, or $0.10 per diluted share, in the fiscal fourth quarter of 2008. Consolidated adjusted operating income (AOI)(1) was $126.2 million for the fiscal fourth quarter, as compared to $105.6 million for the adjusted prior-year quarter. Fiscal fourth quarter AOI benefited from $7.8 million of prior period items largely related to Universal Service Fund (USF) support and an intercarrier compensation settlement. For comparison, certain of the Company's fiscal 2008 financial results have been adjusted to reflect the discontinuation of its loaned phones program in Puerto Rico as of June 1, 2008(2).
 
Centennial reported fiscal fourth-quarter consolidated revenue of $261.8 million, which included $144.2 million from U.S. wireless and $117.5 million from Puerto Rico operations. Consolidated revenue grew 1 percent versus the fiscal fourth quarter of 2008. The Company ended the quarter with 1,078,200 total wireless subscribers, which compares to 1,092,600 for the year-ago quarter and 1,094,900 for the previous quarter ended February 28, 2009. The Company reported 694,900 total access lines and equivalents at the end of the fiscal fourth quarter, which compares to 582,200 for the year-ago quarter.
 
AT&T TRANSACTION
 
On November 7, 2008, we entered into an Agreement and Plan of Merger with AT&T Inc. ("AT&T") providing for the acquisition of Centennial by AT&T (the "AT&T Transaction"). Under the terms of the AT&T Transaction, our stockholders will receive $8.50 per share in cash. The AT&T Transaction was approved by our stockholders in February 2009. Completion of the AT&T Transaction is not subject to a financing condition but remains subject to (i) approval by the Federal Communications Commission and (ii) other customary conditions. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired; however, the parties are still discussing the transaction with the Department of Justice. The parties anticipate that the AT&T Transaction will be completed during the third quarter of calendar year 2009, assuming timely satisfaction or waiver of all remaining closing conditions.
 
 

 
FULL-YEAR FISCAL 2009 RESULTS
 
For the full year, the Company reported net income of $67.3 million, or $0.60 per diluted share, as compared to net income of $25.1 million, or $0.22 per diluted share, for fiscal year 2008. Centennial reported full-year 2009 consolidated revenue of $1.1 billion, which included $583.4 million from U.S. wireless and $468.2 million from Puerto Rico operations. The Company's fiscal 2009 consolidated AOI was $425.8 million, an increase of 10 percent versus the adjusted 2008 fiscal year. The Company ended fiscal 2009 with net debt of $1.8 billion, a decrease of $101.8 million from the end of fiscal 2008.
 
FOURTH-QUARTER SEGMENT HIGHLIGHTS
 
 
U.S. Wireless Operations
 
--  Revenue was $144.2 million, a 1 percent increase from last year's fourth quarter.  Retail revenue (total revenue excluding roaming revenue)
    was unchanged from the year-ago period.  Roaming revenue increased 16  percent from the year-ago quarter primarily because of an increase in data
    roaming revenue, partially offset by a decline in voice roaming revenue due  to a 14 percent decrease in the average voice roaming rate per minute.

--  Average revenue per user (ARPU) was $73 during the fiscal fourth quarter, a 1 percent year-over-year increase.  ARPU included approximately
    $8.21 of data revenue per user, which grew 31 percent from the year-ago period.

--  AOI was $67.6 million, a 17 percent year-over-year increase, representing an AOI margin of 47 percent.  AOI benefited from solid growth
    in roaming revenue and a decrease in handset expenditures.

--  U.S. wireless ended the quarter with 652,000 total subscribers, which compares to 665,300 for the prior-year quarter and to 664,200 for the
    previous quarter ended February 28, 2009.  Postpaid subscribers decreased 11,300 from the fiscal third quarter of 2009 due to a 35 percent decrease
    in gross additions.

--  Capital expenditures were $29.2 million for the fiscal fourth quarter.

 
Puerto Rico Wireless Operations
 
--  Revenue was $84.0 million, an increase of 1 percent from the prior- year fourth quarter, primarily driven by increased USF support and Instant
    Internet broadband data revenue, largely offset by a continued decline in traditional voice revenue.  $2.6 million of USF support related to prior
    periods.

--  ARPU was $65, which was unchanged compared to the year-ago period. ARPU included approximately $10.94 of data revenue per user, which
    increased 52 percent from the year-ago period.

--  AOI totaled $34.2 million, an adjusted 23 percent year-over-year increase, representing an AOI margin of 41 percent.  AOI benefited from
    increased USF support and a decrease in handset expenditures.

--  Puerto Rico wireless ended the quarter with 426,200 total subscribers, which compares to 427,300 for the prior-year quarter and to 430,700 for the
    previous quarter ended February 28, 2009.  Postpaid subscribers decreased 4,300 from the fiscal third quarter of 2009 due to a continued decline in
    traditional voice customers, partially offset by an increase in Instant Internet broadband data customers.  Postpaid churn rose to 2.9 percent.

--  Capital expenditures were $6.8 million for the fiscal fourth quarter.


 
Puerto Rico Broadband Operations
 
--  Revenue was $36.3 million, a 1 percent year-over-year increase. Revenue increased primarily due to solid access line growth and increased
    USF support, partially offset by a decrease in recurring revenue per line.

--  AOI was $24.5 million, a 22 percent increase from the year-ago period, representing an AOI margin of 67 percent.  AOI rose largely due to a $2.2
    million intercarrier compensation settlement related to prior periods.

--  Switched access lines totaled approximately 104,200 at the end of the fiscal fourth quarter, an increase of 9,000 lines, or 9 percent from the
    prior-year quarter.  Dedicated access line equivalents were 590,700 at the end of the fiscal fourth quarter, a 21 percent year-over-year increase.

--  Capital expenditures were $10.9 million for the fiscal fourth quarter.

 
DEFINITIONS AND RECONCILIATION
 
(1) Adjusted operating income is defined as net income before loss from discontinued operations, minority interest in income of subsidiaries, income tax expense, loss on extinguishment of debt, interest expense, net, loss on disposition of assets, litigation settlement expense, transaction costs, stock-based compensation expense and depreciation and amortization. Please refer to the schedule below for a reconciliation of adjusted operating income to consolidated net income and the Investor Relations website at www.ir.centennialwireless.com for a discussion and reconciliation of this and other non-GAAP financial measures.
 
Reconciliation of adjusted operating income to consolidated net income:
 

   
Three Months Ended
May 31,
   
Twelve Months Ended
May 31,
 
   
2009
   
2008
   
2009
   
2008
 
Adjusted operating income
  $ 126,243     $ 108,996     $ 425,824     $ 404,124  
Depreciation and amortization
    (33,151 )     (36,846 )     (136,170 )     (139,719 )
Stock-based compensation expense
    (482 )     (3,463 )     (9,501 )     (12,011 )
Transaction costs
    (9,160 )     (2,004 )     (12,162 )     (2,004 )
Litigation settlement expense
                      (2,950 )
Loss on disposition of assets
    (17 )     (1,319 )     (473 )     (3,050 )
Operating income
    83,433       65,364       267,518       244,390  
Interest expense, net
    (41,111 )     (46,615 )     (173,274 )     (190,209 )
Loss on extinguishment of debt………………………………………………..
                      (307 )
Income tax expense
    (4,890 )     (4,923 )     (25,145 )     (25,193 )
Minority interest in income of subsidiaries
    (203 )     (212 )     (784 )     (704 )
Income from continuing operations
    37,229       13,614       68,315       27,977  
Loss from discontinued operations
    (94 )     (667 )     (1,020 )     (2,924 )
Net income
  $ 37,135     $ 12,947     $ 67,295     $ 25,053  


 
 

 


(2) Please refer to the Company's Form 10-K for the year ending May 31, 2008 and the fiscal fourth-quarter 2008 earnings press release for information regarding the discontinuation of the loaned phones program.
 
ABOUT CENTENNIAL
 
Centennial Communications (NASDAQ: CYCL ), based in Wall, NJ, is a leading provider of regional wireless and integrated communications services in the United States and Puerto Rico with approximately 1.1 million wireless subscribers and 694,900 access lines and equivalents. The U.S. business owns and operates wireless networks in the Midwest and Southeast covering parts of six states. Centennial's Puerto Rico business owns and operates wireless networks in Puerto Rico and the U.S. Virgin Islands and provides facilities-based integrated voice, data and Internet solutions. Welsh, Carson, Anderson & Stowe is a significant shareholder of Centennial. For more information regarding Centennial, please visit our websites http://www.centennialwireless.com/ and http://www.centennialpr.com/ .
 
SAFE HARBOR PROVISION
 
Cautionary statement for purposes of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995: Information in this release that involves Centennial's expectations, beliefs, hopes, plans, projections, estimates, intentions or strategies regarding the future are forward-looking statements. Such forward-looking statements are subject to a number of risks, assumptions and uncertainties that could cause the Company's actual results to differ materially from those projected in such forward-looking statements. These risks, assumptions and uncertainties include, but are not limited to: the occurrence of any event, change or other circumstance that could give rise to the termination of our agreement to be acquired by AT&T (the "AT&T Transaction") or failure of the AT&T Transaction to close for any other reason; the outcome of any legal proceeding that has been or may be instituted against Centennial and others relating to the AT&T Transaction; the inability to complete the AT&T Transaction due to the failure to satisfy conditions to consummate the AT&T Transaction; risks that the AT&T Transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the AT&T Transaction; business uncertainty and contractual restrictions during the pendency of the AT&T Transaction, which may adversely affect our relationships with our employees, customers and suppliers; the diversion of management's attention to the AT&T Transaction from ongoing business concerns; the effect of the announcement and pendency of the AT&T Transaction on our customer and supplier relationships, operating results and business generally; the amount of the costs, fees, expenses and charges related to the AT&T Transaction; the timing of the completion of the AT&T Transaction or the impact of the AT&T Transaction on our capital resources, cash requirements, profitability, management resources and liquidity; the effects of the current recession in the United States and general downturn in the economy, including the effects on unemployment, consumer confidence, consumer debt levels, consumer spending and other macroeconomic conditions that could impact the demand for the products and services we provide and our customers' ability to pay for them; our need to refinance or amend existing indebtedness on or prior to its stated maturity and the difficulties and illiquidity experienced by the debt/capital markets; the effects of vigorous competition in our markets, which may make it difficult for us to attract and retain customers and to grow our customer base and revenue and which may increase churn, which could reduce our revenue and increase our costs; the fact that many of our competitors are larger than we are, have greater financial resources than we do, are less leveraged than we are, have more extensive coverage areas than we do, and may offer less expensive and more technologically advanced products and services than we do; our ability to gain access to the latest technology handsets in a timeframe and at a cost similar to our competitors; our ability to acquire, and the cost of acquiring, additional spectrum in our markets to support growth and deployment of advanced technologies, including 3G and 4G services; our ability to successfully deploy and deliver wireless data services to our customers, including next generation 3G and 4G technology; the effect of changes in the level of support provided to us by the Universal Service Fund, or USF; our ability to grow our subscriber base at a reasonable cost to acquire; our dependence on roaming agreements for a significant portion of our wireless revenue and the expected decline in roaming revenue over the long term; our ability to successfully integrate any acquired markets or businesses; the effects of higher than anticipated handset subsidy costs; our dependence on roaming agreements for our ability to offer our wireless customers competitively priced regional and nationwide rate plans that include areas for which we do not own wireless licenses; the effects of adding new subscribers with lower credit ratings; our substantial debt obligations, including restrictive covenants, which place limitations on how we conduct business; market prices for the products and services we offer may decline in the future; changes and developments in technology, including our ability to upgrade our networks to remain competitive and our ability to anticipate and react to frequent and significant technological changes which may render certain technologies used by us obsolete; the effects of a decline in the market for our Code Division Multiple Access -based technology; the effects of consolidation in the telecommunications industry; general economic, business, political and social conditions in the areas in which we operate, including the effects of downturns in the economy, world events, terrorism, hurricanes, tornadoes, wind storms and other natural disasters; our ability to generate cash and the availability and cost of additional capital to fund our operations and our significant planned capital expenditures; the effects of governmental regulation of the telecommunications industry; our ability to attract and retain qualified personnel; the effects of network disruptions and system failures; our ability to manage, implement and monitor billing and operational support systems; the results of litigation filed or which may be filed against us or our vendors, including litigation relating to wireless billing, using wireless telephones while operating an automobile and litigation relating to infringement of patents; the effects of scientific reports that may demonstrate possible health effects of radio frequency transmission from use of wireless telephones; and the influence on us by our significant stockholder and anti-takeover provisions and other risks referenced from time to time in the Company's filings with the Securities and Exchange Commission. All forward-looking statements included in this release are based upon information available to Centennial as of the date of the release, and we assume no obligation to update or revise any such forward-looking statements.
 
 
 

 
 

 

 
 

  CENTENNIAL COMMUNICATIONS CORP.
  FINANCIAL DATA AND OPERATING STATISTICS
  05/31/2009
  ($000's, except per subscriber data)
                         
                         
                         
   
Three Months Ended
   
Twelve Months Ended
 
   
May-09
   
May-08
   
May-09
   
May-08
 
                         
CONSOLIDATED
                       
Total Wireless Subscribers
    1,078,200       1,092,600       1,078,200       1,092,600  
Net Gain - Total Subscribers
    (16,700 )     6,300       (14,400 )     43,000  
Revenue per Average Wireless Customer (1)
  $ 70     $ 69     $ 70     $ 69  
Retail Penetration (4)
    8.3 %     8.4 %     8.3 %     8.4 %
Prepaid & Postpaid Churn - Wireless (5)
    2.5 %     2.3 %     2.6 %     2.3 %
Monthly MOU's per Wireless Voice Customer
    1,329       1,390       1,385       1,363  
                                 
U.S. WIRELESS
                               
                                 
Postpaid Wireless Subscribers
    638,200       646,400       638,200       646,400  
Prepaid Wireless Subscribers
    13,800       18,900       13,800       18,900  
Total Wireless Subscribers
    652,000       665,300       652,000       665,300  
Total Wireless Gross Adds
    30,500       44,500       178,300       199,300  
Net Gain - Wireless Subscribers
    (12,200 )     2,600       (13,300 )     22,200  
GSM as a % of Retail Subscribers
    100.0 %     98.7 %     100.0 %     98.7 %
Revenue per Average Wireless Customer (1)
  $ 73     $ 72     $ 74     $ 70  
Retail Revenue per Average Wireless Customer (2)
  $ 65     $ 65     $ 66     $ 63  
Data Revenue per Average Wireless Customer (3)
  $ 8.21     $ 6.26     $ 7.61     $ 5.18  
Retail Revenue
  $ 128,459     $ 128,883     $ 523,723     $ 492,385  
Roaming Revenue
  $ 15,786     $ 13,588     $ 59,631     $ 58,299  
Penetration - Wireless (4)
    7.3 %     7.4 %     7.3 %     7.4 %
Postpaid Churn - Wireless (5)
    2.1 %     1.8 %     2.3 %     2.0 %
Prepaid & Postpaid Churn - Wireless (5)
    2.2 %     2.1 %     2.4 %     2.3 %
Monthly MOU's per Wireless Voice Customer
    1,046       1,100       1,091       1,069  
Cost to Acquire (6)
  $ 304     $ 273     $ 329     $ 305  
Capital Expenditures
  $ 29,175     $ 26,961     $ 58,551     $ 61,935  
                                 
PUERTO RICO
                               
                                 
Postpaid Wireless Subscribers
    422,700       423,600       422,700       423,600  
Prepaid Wireless Subscribers
    3,500       3,700       3,500       3,700  
Total Wireless Subscribers
    426,200       427,300       426,200       427,300  
Total Wireless Gross Adds
    33,200       35,800       143,400       144,100  
Net Gain  - Wireless Subscribers
    (4,500 )     3,700       (1,100 )     20,800  
Revenue per Average Wireless Customer (1)
  $ 65     $ 65     $ 66     $ 66  
Data Revenue per Average Wireless Customer (3)
  $ 10.94     $ 7.20     $ 9.81     $ 6.70  
Penetration - Wireless (4)
    10.6 %     10.7 %     10.6 %     10.7 %
Postpaid Churn - Wireless (5)
    2.9 %     2.4 %     2.8 %     2.4 %
Prepaid & Postpaid Churn - Wireless (5)
    2.9 %     2.5 %     2.8 %     2.5 %
Monthly MOU's per Wireless Voice Customer
    1,826       1,873       1,886       1,847  
Fiber Route Miles
    1,400       1,347       1,400       1,347  
Switched Access Lines
    104,200       95,200       104,200       95,200  
Dedicated Access Line Equivalents
    590,700       487,000       590,700       487,000  
On-Net Buildings
    2,485       2,220       2,485       2,220  
Capital Expenditures - Wireless
  $ 6,817     $ 12,320     $ 31,050     $ 39,342  
Capital Expenditures - Broadband
  $ 10,911     $ 18,631     $ 31,615     $ 32,230  
Capital Expenditures - Total Puerto Rico
  $ 17,728     $ 30,951     $ 62,665     $ 71,572  
                                 
REVENUES
                               
                                 
U.S. Wireless
  $ 144,245     $ 142,471     $ 583,354     $ 550,684  
Puerto Rico - Wireless
  $ 83,955     $ 83,423     $ 337,681     $ 328,241  
Puerto Rico - Broadband
  $ 36,323     $ 35,948     $ 142,203     $ 134,877  
Puerto Rico - Intercompany
  $ (2,767 )   $ (3,158 )   $ (11,648 )   $ (12,427 )
Total Puerto Rico
  $ 117,511     $ 116,213     $ 468,236     $ 450,691  
Consolidated
  $ 261,756     $ 258,684     $ 1,051,590     $ 1,001,375  
                                 
ADJUSTED OPERATING INCOME (7)
                               
                                 
U.S. Wireless
  $ 67,593     $ 57,760     $ 235,809     $ 212,768  
Puerto Rico - Wireless
  $ 34,198     $ 31,219     $ 107,774     $ 118,065  
Puerto Rico - Broadband
  $ 24,452     $ 20,017     $ 82,241     $ 73,291  
Total Puerto Rico
  $ 58,650     $ 51,236     $ 190,015     $ 191,356  
Consolidated
  $ 126,243     $ 108,996     $ 425,824     $ 404,124  
                                 
NET DEBT
                               
                                 
Total Debt Less Cash and Cash Equivalents
  $ 1,803,700     $ 1,905,500     $ 1,803,700     $ 1,905,500  
                                 
 
(1) Revenue per Average Wireless Customer is determined for each period by dividing total monthly revenue per wireless subscriber including
 
      roaming revenue by the average customers for such period.
                         
(2) Retail Revenue per Average Wireless Customer is determined for each period by dividing retail revenue (total revenue excluding roaming
 
      revenue) by the average customers for such period.
                         
(3) Data Revenue per Average Wireless Customer is determined for each period by dividing data revenue by the average customers for such period.
 
(4) The penetration rate equals the percentage of total population in our service areas who are subscribers to our wireless service as of period-end.
 
(5) Churn is calculated by dividing the aggregate number of subscribers who cancel service during each month in a period by the total number
 
      of subscribers as of the beginning of the month. Churn is stated as the average monthly churn rate for the period.
 
(6) Cost to Acquire a new customer is calculated by dividing the sum of the cost of phones and marketing expenses less the related
 
      equipment sales by the gross activations for the period. Cost to acquire excludes costs relating to phones used for customer retention.
 
(7) Adjusted operating income is defined as net income before loss from discontinued operations, minority interest in income of subsidiaries, income tax
 
      expense, loss on extinguishment of debt, interest expense, net, loss on disposition of assets, litigation settlement expense, transaction costs,
 
      stock-based compensation expense and depreciation and amortization.


 
 

 

CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES
             
CONSOLIDATED STATEMENTS OF OPERATIONS
             
(Amounts in thousands, except per share data)
             
                         
   
Three Months Ended
   
Twelve Months Ended
 
   
May 31,
   
May 31,
   
May 31,
   
May 31,
 
   
2009
   
2008
   
2009
   
2008
 
                         
REVENUE:
                       
     Service revenue
  $ 248,070     $ 243,581     $ 991,739     $ 942,038  
     Equipment sales
    13,686       15,103       59,851       59,337  
      261,756       258,684       1,051,590       1,001,375  
                                 
COSTS AND EXPENSES:
                               
     Cost of services (exclusive of depreciation and amortization shown below)
    45,127       46,206       193,427       182,181  
     Cost of equipment sold
    29,314       34,074       150,043       129,905  
     Sales and marketing
    18,937       24,025       97,635       101,842  
     General and administrative
    51,777       50,850       206,324       200,288  
     Depreciation and amortization
    33,151       36,846       136,170       139,719  
     Loss on disposition of assets
    17       1,319       473       3,050  
      178,323       193,320       784,072       756,985  
                                 
OPERATING INCOME
    83,433       65,364       267,518       244,390  
                                 
INTEREST EXPENSE, NET
    (41,111 )     (46,615 )     (173,274 )     (190,209 )
LOSS ON EXTINGUISHMENT OF DEBT
    -       -       -       (307 )
                                 
INCOME FROM CONTINUING OPERATIONS BEFORE
                               
         INCOME TAX EXPENSE AND MINORITY INTEREST
                               
         IN INCOME OF SUBSIDIARIES
    42,322       18,749       94,244       53,874  
                                 
INCOME TAX EXPENSE
    (4,890 )     (4,923 )     (25,145 )     (25,193 )
                                 
INCOME FROM CONTINUING OPERATIONS
                               
         BEFORE MINORITY INTEREST IN INCOME
                               
         OF SUBSIDIARIES
    37,432       13,826       69,099       28,681  
                                 
MINORITY INTEREST IN INCOME OF SUBSIDIARIES
    (203 )     (212 )     (784 )     (704 )
                                 
INCOME FROM CONTINUING OPERATIONS
    37,229       13,614       68,315       27,977  
                                 
NET LOSS FROM DISCONTINUED OPERATIONS
    (94 )     (667 )     (1,020 )     (2,924 )
                                 
NET INCOME
  $ 37,135     $ 12,947     $ 67,295     $ 25,053  
                                 
EARNINGS (LOSS) PER SHARE:
                               
     BASIC
                               
  EARNINGS PER SHARE FROM CONTINUING OPERATIONS
  $ 0.34     $ 0.13     $ 0.62     $ 0.26  
  LOSS PER SHARE FROM DISCONTINUED OPERATIONS
  $ (0.00 )   $ (0.02 )   $ (0.01 )   $ (0.03 )
  NET INCOME PER SHARE
  $ 0.34     $ 0.11     $ 0.61     $ 0.23  
                                 
     DILUTED
                               
  EARNINGS PER SHARE FROM CONTINUING OPERATIONS
  $ 0.33     $ 0.12     $ 0.61     $ 0.25  
  LOSS PER SHARE FROM DISCONTINUED OPERATIONS
  $ (0.00 )   $ (0.02 )   $ (0.01 )   $ (0.03 )
  NET INCOME PER SHARE
  $ 0.33     $ 0.10     $ 0.60     $ 0.22  
                                 
WEIGHTED-AVERAGE SHARES OUTSTANDING DURING THE PERIOD:
                         
  BASIC
    110,556       107,802       109,055       107,544  
  DILUTED
    111,692       109,759       110,697       110,120  


 
For investor and media inquiries please contact:
 
Steve E. Kunszabo
Executive Director, Investor Relations
732-556-2220