Virgin Media Inc. (MM) (VMED)

I don't think this is topped yet...should see $47+....IMO.

of course I sell for peanuts..... when it hits 45

Watching to see if this breaks the 52 week high.

Virgin Media – Third Quarter 2010 Results
Virgin Media Inc. (MM) (NASDAQ:VMED)
Intraday Stock Chart
Heute : Wednesday 27 October 2010


Virgin Media Inc. (NASDAQ: VMED; LSE: VMED) announces results for the quarter ended September 30, 20101.

Revenue growth in all segments drives strong financial performance

Total revenue up 6.4% to £978m
Revenue growth in all areas, including strong growth in both Mobile and Business
Fourth successive quarter of double-digit percentage OCF2 growth, up 11.0% to £387m
Operating income doubled to £102m from £51m
Free cash flow3 up 8.6% to £119m; last 12 months FCF up 18.2% versus previous 12 months
Operational performance driven by continued ARPU and customer increases

Cable ARPU up 3.7% to a record £46.38
Cable customers up 1.9% with 14,100 net new cable customers in Q3, up from 8,100 a year ago
Cable gross additions of 236,000 up 10.4%
Triple-play penetration increased to 62.7% and quad-play penetration increased to 11.5%, reflecting focus on bundling
Pre-registration for UK’s fastest widely available broadband opens today; 100Mb broadband service further extends Virgin Media’s speed advantage
Continued improvement of Company’s capital structure

Accelerated Stock Buyback programme of £125m completed; Board authority remains for £250m of further buybacks
Effective increase of Convertible strike price from $19.22 to $35
Execution of conversion hedges against 90% of convertible notes
Would reduce future dilution by 21m shares, assuming $35 stock price in 2016
Existing convertible noteholders unaffected
Neil Berkett, Chief Executive Officer of Virgin Media, said: “Our continued focus on exploiting our strategic advantages with the resulting multiple opportunities for revenue growth, as well as robust financial discipline has delivered another strong financial performance this quarter. We are extending our lead in broadband even further with the imminent availability of 100Mb as consumer demand for consistently faster broadband grows.

“Our confidence in our long term ability to maximize our advantages to deliver strong free cash flow means we have been able to begin to execute on our plans to return capital to stockholders. We have completed an initial buyback of £125m of stock and retain the authority for a further £250m in the coming months. Today, we have also announced, the execution of conversion hedges which should further benefit stockholders by effectively increasing the strike price of our convertible notes to $35.”

1 Comparisons of financial and operating statistics are to the third quarter of 2009, unless otherwise stated.

2 OCF is operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges and the most directly comparable GAAP measure is operating income. OCF is a non-GAAP financial measure. Please see Appendix F for a reconciliation of non-GAAP financial measures to their nearest GAAP equivalents.

3 Free Cash Flow is OCF reduced by purchase of fixed and intangible assets, as reported in our statements of cash flows, and net interest expense, as reported in our statements of operations, and the most directly comparable GAAP measure is net cash provided by operating activities. FCF is a non-GAAP financial measure. Please see Appendix F for a reconciliation of non-GAAP financial measures to their nearest GAAP equivalents.

Virgin Media – Second Quarter 2010 Results
Virgin Media Inc. (MM) (NASDAQ:VMED)
Intraday Stock Chart
Heute : Wednesday 28 July 2010

Virgin Media Inc. (NASDAQ: VMED; LSE: VMED) announces results for the quarter ended June 30, 20101.

Financial performance driven by strong revenue growth in all segments

Total revenue up 7.1% to £964m; strongest revenue growth since merger over four years ago
Revenue growth in all areas, including improved performance in both Mobile and Business
Third successive quarter of double-digit percentage OCF2 growth, up 12.9% to £370m
Sale of VMtv completed on 12th July. VMtv treated as discontinued operations in Q2-10 and prior periods adjusted accordingly; OCF including VMtv3 was £382m
Operating income increased to £80m from £9m
Free cash flow4 up 37.3% to £109m
Strong operational performance driven by ARPU and best Q2 customer5 net adds since merger

Cable ARPU, up 4.9% to a record £45.88
9,100 total new customers in traditionally the weakest quarter for growth, compared to 27,800 customer loss a year ago
Cable gross additions of 188,600, up 18.2%
120,800 product net additions, up 26.2%; HD customers up 79.7% to 1.2m
Churn remains flat at 1.3%; triple-play penetration increased to 62.4% and quad-play penetration increased to 11.3%, reflecting continued success with our bundling strategy
Continued product differentiation, expansion of network and investment in growth channels resulted in strong revenue growth
Continued improvement of Company’s capital structure

Target leverage ratio of approx 3.0x Net Debt6 to OCF within two to three years
Initial Capital Return programme of up to £700m
Up to £375m for stock buyback over next 12 months; Accelerated Stock Buyback programme of £125m as decisive first step
Neil Berkett, Chief Executive Officer of Virgin Media, said: “A growing base of customers, combined with increased ARPU and improvements in Business and Mobile revenues, drove strong revenue growth and a double digit year-on-year percentage increase in OCF for the third successive quarter.

This performance was driven by our ability to offer households and businesses an increasingly differentiated range of digital services. Going forward, we’ll continue to differentiate our propositions by proactively exploiting the advantages of our network and our mobile capability.

“Confidence in our long term ability to deliver strong free cash flow, along with the recent completion of our refinancing, enables us to announce today an initial Capital Return programme that complements our existing debt reduction schedule, without compromising our ability to make further strategic investments in the business.”

1 Comparisons of financial and operating statistics are to the second quarter of 2009, unless otherwise stated.

2 OCF is operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges and the most directly comparable GAAP measure is operating income. OCF is a non-GAAP financial measure. Please see Appendix F for a reconciliation of non-GAAP financial measures to their nearest GAAP equivalents.

3 OCF including VMtv is OCF plus OCF attributable to our former Content segment which is now treated as Discontinued Operations following the announcement regarding its disposal on June 4, 2010 and the most directly comparable GAAP measure is operating income. OCF including VMtv is a non-GAAP financial measure. Please see Appendix F for a reconciliation of non-GAAP financial measures to their nearest GAAP equivalents.

4 Free Cash Flow is OCF reduced by purchase of fixed and intangible assets, as reported in our statements of cash flows, and net interest expense, as reported in our statements of operations, and the most directly comparable GAAP measure is net cash provided by operating activities. FCF is a non-GAAP financial measure. Please see Appendix F for a reconciliation of non-GAAP financial measures to their nearest GAAP equivalents.

5 Cable and non-cable customers

6 Net debt is long-term debt inclusive of current portion less cash and cash equivalents, and the most directly comparable GAAP measure is long-term debt (net of current portion).

Conference call details

There will be a presentation today for analysts and investors in London at 1pm UK time / 8am ET. This will be accompanied by a live webcast and conference call which can be accessed live on the Company's website, www.virginmedia.com/investors. For details of the presentation please contact Lulu Bridges, Tavistock Communications on +44 (0)20 7920 3150. Analysts and investors can dial in to the presentation by calling +1 718 354 1390 in the United States or +44 (0) 20 7806 1960 for international access, passcode “Virgin Media Inc.” for all participants. The teleconference replay will be available for one week beginning approximately two hours after the end of the call until Wednesday, August 4, 2010. The dial-in replay number for the US is: +1 347 366 9565 and the international dial-in replay number is: +44 (0)20 7111 1244 passcode: 9807874#.

Forward-looking statements

This release contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Please refer below to “Safe Harbor Statement under the U.S. Private Securities Litigation Reform Act of 1995” for a more detailed discussion regarding these forward-looking statements.

Adjusted Financial Statements

The financial statements for prior periods have been adjusted to reflect the disposal of VMtv. The results of our Content segment are now treated as discontinued operations.

SUMMARY FINANCIAL RESULTS (unaudited)


Q2 2010 Q1 2010 Q2 2009
£m £m £m
(Adjusted) (Adjusted)
Revenue
Cable 656.4 640.0 616.8
Mobile 136.3 131.9 127.5
Non-cable 18.8 17.6 13.3
Consumer segment - Total 811.5 789.5 757.6
Business segment 152.7 139.9 142.5
Total Revenue 964.2 929.4 900.1

OCF (1) 369.7 349.6 327.5

Operating income 79.6 69.6 9.4

FCF (1) 108.9 45.9 79.3

Net cash provided by operating activities 250.5 202.2 226.3

CONSUMER OPERATIONS STATISTICS ('000s)

Q2 2010 Q1 2010 Q2 2009

Consumer products
Broadband
Cable 3,936.0 3,910.1 3,735.2
Non-cable 271.8 269.6 245.7
4,207.8 4,179.7 3,980.9

Television
Digital TV 3,728.7 3,702.8 3,543.3
Analogue TV (2) 23.2 26.8 79.4
3,751.9 3,729.6 3,622.7

Telephone
Cable 4,175.3 4,178.0 4,104.0
Non-cable 154.4 147.6 112.5
4,329.7 4,325.6 4,216.5
Mobile (3)
Contract 1,097.2 1,030.9 784.6

Total Consumer products 13,386.6 13,265.8 12,604.7


Net Consumer product adds
Broadband
Cable 25.9 72.3 5.1
Non-cable 2.2 3.9 (1.3)
28.1 76.2 3.8

Television
Digital TV 25.9 46.6 32.9
Analogue TV (3.6) (10.9) (12.5)
22.3 35.7 20.4

Telephone
Cable (2.7) 31.4 (4.3)
Non-cable 6.8 7.8 3.5
4.1 39.2 (0.8)
Mobile
Contract 66.3 81.2 72.3

Total Net Consumer product adds in period 120.8 232.3 95.7
Notes

(1) OCF and FCF are non-GAAP financial measures. See Appendix F for a reconciliation of our non-GAAP financial measures to their nearest GAAP equivalents.

(2) In Q1-10, as part of our analogue switch off programme we identified 49,300 analogue customers as of December 31. 2009 that we did not expect to convert to digital products and services and do not receive any directly billable services from us. We have removed these customers from our customer and ATV product numbers for all periods presented,

(3) The operating statistics relating to prepay mobile are included within Mobile Operations Statistics, as described elsewhere in this earnings release. Mobile contract includes both mobile broadband and mobile service contracts. Mobile contract net adds in Q2-10 included 9,300 customers who have been taking contract services since joining but had previously been recorded as prepay customers. A corresponding reduction is included in prepay net adds in the quarter.

OVERVIEW

Delivering strong growth

During the quarter, strong revenue growth in all areas drove total revenue growth to a record 7.1%. Combined with increased margins, this resulted in OCF increasing by 12.9% to £370m; a third successive quarter of double-digit percentage OCF growth.

Operating income increased to £80m from £9m. Free cash flow increased by 37.3% to £109m. Net cash provided by operating activities was up 10.7% at £250.5m.

Driving customer and ARPU growth

We grew our total customer base by 9,100 in what is traditionally the seasonally weakest quarter. This growth consisted of 7,100 cable customers and 2,000 non-cable customers. This is the first time since the creation of Virgin Media over four years ago that we have produced positive customer growth in this weaker second quarter.

The growth improvement was driven by an 18.2% increase in gross cable additions. We believe this was the result of increased product differentiation, higher marketing spend, and investment in growth channels such as retail, where we opened 13 new stores in the quarter. Strong growth was also driven by the expansion of our unique fibre optic network as during the quarter, we passed 72,000 further homes. Churn remained flat at 1.3%.

We also grew cable ARPU by 4.9% to £45.88, which together with 1.8% customer growth drove 6.4% cable revenue growth.

Leading the next generation “broadband revolution”

Our total broadband base grew by 28,100 to 4.21m in the quarter. The quality and value of this base continued to increase as customers seek faster and more reliable speeds. Over 650,000 customers now subscribe to our market leading 20Mb or 50Mb cable broadband services. This figure is up 43% year-on-year and means these customers now represent 17% of our total cable broadband base. It also includes 74,000 50Mb customers which is up 28% compared to the previous quarter.

We will continue to innovate to maintain our lead in the broadband market. The latest data from Ofcom, the independent UK communications regulator, published July 27, 2010, shows our 10Mb and 20Mb services deliver more than twice the speeds of our competitors. Our 50Mb service is already the fastest widely available broadband in the UK and we are on track to launch a 100Mb cable service in the fourth quarter. In addition, we continue to trial 200Mb downstream and 20Mb upstream speeds on our cable platform.

Bringing “Digital Entertainment” into homes

We grew our digital TV base by 25,900 in the quarter to over 3.7m customers. These viewers continue to enjoy our market-leading video-on-demand (VOD) service with well over half of them using and watching VOD as part of their everyday lives.

We are also continuing to aggressively expand our High Definition (HD) offering. A year ago, we carried one HD channel, but this will increase to a total of 26 channels in the next few weeks. We have announced the August launch for Sky Sports 1 and 2 HD and ten Sky Movies HD channels and we expect to continue to increase the number of HD channels. As a result, our HD base is growing rapidly and we added a record 259,000 customers in the quarter to reach an installed base of 1.2m.

Through our agreements with BSkyB, we have also secured long-term carriage of the Sky Basic channels and the former VMtv channels, along with access to interactive red button sports coverage and the opportunity to deliver selected Sky standard definition programming over the internet.

We continue to work with TiVo to develop and launch a new converged TV and broadband interactive platform in the fourth quarter.

Growing Mobile and Business

We grew our Mobile and Business revenues, driven by growth in our mobile contract customer base, and growth in our data revenues, respectively.

Quad-play penetration also increased to 11.3%, as we successfully used our own sales channels to sell contract and prepay mobiles to existing and new customers.

Capital Return programme

Following our recent refinancing actions and on the basis of our strong cash flows, we intend to manage Virgin Media's capital structure proactively in a manner which delivers appropriate returns to investors while aiming to ensure we retain suitable investment in the business to sustain our competitive advantage.

To that end, we are targeting a leverage ratio of Net Debt to OCF of approximately 3.0x over the next two to three years. We believe this target leverage ratio will allow for meaningful flexibility to reinvest in and expand our business, and will provide for appropriate strategic and financial flexibility, strong credit quality and access to the capital markets, while maximizing the total returns available to our stockholders through stock price appreciation.

We will seek to achieve this leverage ratio target by means of a combination of ongoing cash generation and our intended range of specific capital optimization actions, namely (i) an initial application of up to £700m, in part towards transactions relating to our equity and debt, including related derivative transactions; and (ii) scheduled debt amortization of £525m between 2011 and 2013.

As a core component of this programme, our Board of Directors has authorized the repurchase of up to £375m of our common stock over the next 12 months. We intend to implement this stock buyback programme through open market and/or privately negotiated transactions, which may include derivative transactions. We are maintaining our current dividend policy, which we will continue to review over time.

As a decisive first step towards the implementation of our planned repurchase of common stock, we plan to immediately initiate an Accelerated Stock Buyback programme to purchase £125m of our common stock. This programme, which we anticipate will reduce our shares outstanding from 332 million to approximately 322 million (depending on our stock price), will be made through a contract with Goldman, Sachs & Co. The number of shares to be acquired under the contract is subject to a final adjustment upon completion.

The remainder of the £700m target may be used in transactions relating to our debt and convertible debt, which may be effected through open market, privately negotiated, and/or derivative transactions.

The open market, privately negotiated and derivative transactions described above may be implemented by our brokers within certain pre-set parameters and purchases may continue during closed periods in accordance with applicable restrictions. The stock so reacquired will be held in treasury or cancelled. The derivative transactions could be used to offset the potential dilution on conversion of our convertible debt and, in the event of such transactions, the counterparties may hedge their liabilities through transactions in our common stock.

RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2010

Note: Unless otherwise stated, all comparisons of financial and operating statistics are to the second quarter of 2009.

TOTAL REVENUE

Total revenue in the second quarter was up 7.1% to £964.2m. Revenue movements are discussed further below.

CONSUMER SEGMENT

Cable

Cable revenue in the second quarter was up 6.4% at £656.4m reflecting 4.9% growth in cable ARPU to £45.88 and 1.8% growth in the cable customer base.

Gross cable customer additions in the second quarter were up 18.2% to 188,600. Cable customer disconnections fell by 2.3% to 181,500. As a percentage, average monthly churn remained stable at 1.3%. As a result, the cable customer base increased to 4.77m, with net additions of 7,100 for the quarter which compares to a customer loss of 26,200 a year ago. Successful bundling and cross-sell was reflected in continued growth in triple-play, which reached a record 62.4% compared to 58.9% a year ago, and quad-play penetration of 11.3%.

Cable Broadband

Broadband net additions were 25,900 compared to just 5,100 in the same quarter last year. The focus on up-sell has significantly improved tier mix and the number of customers on our top two broadband tiers (20Mb and 50Mb) has increased by 43% to 650,600. At the end of the quarter, we had 74,000 50Mb customers, up by 28% compared to the previous quarter.

Television

Total TV net additions were 22,300 in the quarter compared to 20,400 in the same quarter last year. On a monthly basis, 58% of our TV customers use VOD. Average monthly VOD views were 68m, up 9%. During the quarter, we added a record 259,000 HD subscribers to reach an installed base of 1.2m. This represents 32% penetration of TV customers which leaves significant further up-sell opportunities.

Telephony

Cable telephony net disconnects for the quarter were 2,700, compared to 4,300 a year ago. The percentage of telephony subscribers to our unmetered tiers (or Talk plans) increased to 56% compared to 53% a year earlier.

Mobile

Mobile revenue in the quarter was £136.3m, up 6.9%, reflecting ARPU growth driven by the increased number of higher ARPU contract customers, but also reflecting particularly weak revenues in the second quarter of 2009. We have continued to concentrate on selling mobile services to our existing cable customer base and 694,500 of our cable customers now take at least one mobile phone service from us.

Contract net additions for the quarter were 66,300 as we continued to execute our strategy of using our own sales channels and cross-selling mobile contracts to our cable customers. At the quarter-end, we had 1,097,200 contract subscribers representing 36% of our total mobile subscribers, and growth of 40% in contract subscribers in the last twelve months.

The number of prepay net disconnections in the quarter was 52,700 compared to 106,500 in the same quarter last year. The loss of prepay subscribers reflects the highly competitive market and our strategy of focusing on contract due to the higher churn, low tariffs and lower overall lifetime value of prepay customers.

Non-cable

Non-cable revenue was up 41.4% at £18.8m due to the launch of wholesale line rental in August 2009 which allows us to offer a telephone line rental bundled with our broadband product. Customer net additions during the quarter were 2,000 compared to 1,600 net disconnects in the same quarter last year.

BUSINESS SEGMENT

Business revenue was £152.7m, up 7.2%, due to strong growth in data revenue. Retail data revenue was up 26.3% to £63.0m, reflecting our successful strategy of focusing on higher margin data revenue and increasing demand for our data products, but also reflecting particularly weak data revenues in the second quarter of 2009. Retail voice revenue was down 6.2% to £40.9m as a result of declining telephony usage and pricing.

Local Area Network (“LAN”) Solutions revenue and wholesale revenue were both relatively flat in the quarter at £9.7m and £39.1m, respectively.

UKTV JOINT VENTURE

Virgin Media owns 50% of the companies that comprise UKTV, a group of joint ventures formed with BBC Worldwide. UKTV produces a portfolio of television channels based on the BBC’s programme library and other acquired programming which are carried on Virgin Media’s cable platform and also on satellite. Some channels are also available on Freeview.

Virgin Media accounts for its interest in UKTV under the equity method and recognized a share of UKTV’s net income of £7.1m in the quarter. UKTV’s financial results are not consolidated in Virgin Media’s revenue, operating income or OCF.

UKTV is funded by loans from Virgin Media, which were £116m at June 30, 2010. Virgin Media received £11.2m from UKTV in the form of loan capital repayments during the quarter. Virgin Media also received cash payments from UKTV in the quarter totaling £6.3m which consisted of dividends, interest payments and payments for consortium tax relief.

Virgin Media’s investment in UKTV is carried on the balance sheet at June 30, 2010 at £351m, which includes the outstanding loans of £116m.

OPERATING COSTS AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (SG&A)

Operating costs (exclusive of depreciation and amortization) were £394.1m in the quarter, up 3.6% compared to total revenue growth of 7.1%. Consequently, total gross margin percentage1 in the quarter was 59.1% compared to 57.7% in the second quarter last year. This increase year-on-year was mainly due to higher Consumer gross margin percentage2 as a result of our recent price increases. Along with this, we benefited from an improved revenue mix which increased our Business gross margin percentage2.

SG&A was up 4.2% at £200.4m mainly due to a 31% increase in marketing costs and increased employee and outsourcing costs, partially offset by lower other costs. The increased marketing reflected our investment in driving customer growth. As a percentage of revenue, SG&A fell from 21.4% to 20.8%.

1


Total gross margin percentage is defined as total revenue less total operating costs, divided by total revenue.

2

Consumer or Business gross margin percentage is defined as consumer or business revenue less consumer or business cost of sales, divided by consumer or business revenue, respectively.

OPERATING INCOME BEFORE DEPRECIATION, AMORTIZATION, GOODWILL AND INTANGIBLE ASSET IMPAIRMENTS AND RESTRUCTURING AND OTHER CHARGES (OCF)

OCF3 was £369.7m in the quarter, up 12.9% mainly due to the growth in revenue and gross margin. As a result, OCF margin3 (OCF as a percentage of revenue) increased to 38.3% from 36.4%.

3 OCF and OCF margin are non-GAAP financial measures. See Appendix F for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

OPERATING INCOME

Operating income was £79.6m, up from £9.4m, mainly due to increased revenue, lower restructuring and other charges and lower amortization. Operating income as a percentage of revenue was 8.3%.

Restructuring and other charges of £6.5m were incurred during the quarter compared to £23.6m in the same quarter last year.

Depreciation expense was up 5.6% at £246.5m primarily as a result of increases in depreciation in respect of new fixed assets, partially offset by fixed assets becoming fully depreciated. Amortization expense was £37.1m, down 39.3% mainly due to the cessation of amortization of certain intangible assets that became fully amortized in 2009.

NET LOSS FROM CONTINUING OPERATIONS

Net loss from continuing operations was £68.5m compared to £55.0m a year ago mainly due to higher interest expense, loss on extinguishment of debt and foreign currency losses, partially offset by higher operating income and reduced losses on derivative instruments.

DISPOSAL OF CONTENT SEGMENT

On June 4, 2010, we announced the disposal of VMtv to BSkyB. Consequently, the results of our Content segment are now treated as discontinued operations and all prior periods have been amended accordingly.

The disposal of VMtv completed on July 12, 2010, and BSkyB has paid us an initial £105 million. Up to an additional £55 million will be paid on full UK regulatory clearance.

CAPITAL EXPENDITURE

Fixed asset additions (accrual basis)4 were up 34.0% at £190.9m mainly due to increased demand for HD set top boxes.

The total purchase of fixed assets and intangible assets was down 1.3% at £146.0m mainly due to an increase in fixed assets acquired under capital leases, together with the timing of payments to fixed asset suppliers.

4 Fixed asset additions (accrual basis) is a non-GAAP financial measure. See Appendix F for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

FREE CASH FLOW

Free Cash Flow was up 37.3% to £108.9m mainly due to increased OCF, partially offset by higher net interest expense. Net cash provided by operating activities was up 10.7% at £250.5m.

5 Free Cash Flow is a non-GAAP financial measure. See Appendix F for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

DEBT

As of June 30, 2010, long term debt, net of £196m current portion, was £5,857m. Total debt consisted of £1,675m outstanding under our Senior Credit Facility, £2,128m of Senior Notes, £1,522m of Senior Secured Notes, £552m of Convertible Senior Notes and £176m of capital leases and other indebtedness. Cash and cash equivalents were £415m.

Debt issuances and redemptions

On April 19, 2010, we entered into a new all sterling Senior Credit Facility for £1,675m plus a £250m Revolving Credit Facility and used the proceeds to repay outstanding amounts under the previous facility. The scheduled repayments under our new Senior Credit Facility are as follows: 2011 - £150m, 2012 - £175m, 2013 - £200m, 2014 - £200m, 2015 - £950m.

On May 12, 2010, we redeemed the outstanding balance of our Senior Notes due 2014, including accrued interest and related call premium, using cash on hand of £192m.

Interest costs

Interest expense in the second quarter was £117.6m, up 15.0% mainly due to higher interest rates on the Senior Notes and Senior Secured Notes issued in the last twelve months which were used to refinance lower cost bank debt.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995