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8-K - HEALTHWAYS, INC. FORM 8-K - TIVITY HEALTH, INC.form8-k_072412.htm
Exhibit 99.1

                                        Investor Relations Contact:
Chip Wochomurka
(615) 614-4493
chip.wochomurka@healthways.com

HEALTHWAYS REPORTS SECOND-QUARTER EARNINGS OF
$0.15 PER DILUTED SHARE
¾¾¾¾¾¾¾¾¾¾¾
RESULTS INCLUDE EARLIER THAN ANTICIPATED RECOGNITION OF PERFORMANCE-BASED FEES
¾¾¾¾¾¾¾¾¾¾¾
AFFIRMS ESTABLISHED FINANCIAL GUIDANCE FOR 2012

NASHVILLE, Tenn. (July 24, 2012) – Ben R. Leedle, Jr., president and chief executive officer of Healthways, Inc. (NASDAQ: HWAY), today announced financial results for the second quarter ended June 30, 2012.  Total revenues increased to $170.2 million for the quarter from $169.6 million for the second quarter of 2011.  Net income for the second quarter of 2012 was $5.1 million, or $0.15 per diluted share, compared with $5.8 million, or $0.17 per diluted share, for the second quarter of 2011.


COMPARISON OF COMPONENTS OF NET INCOME PER DILUTED SHARE


       
Three Months Ended
June 30,
 
       
2012
   
2011
 
 
Domestic
   
$
0.16
 
$
0.21
 
 
International
     
(0.01
 
(0.04
 
Net income per diluted share
   
$
0.15
 
$
0.17
 

  
Leedle remarked, “Our second-quarter results represent a meaningful step toward achieving our business objectives for 2012.  Both our second-quarter revenues and earnings exceeded our expectations due to earlier than expected recognition of performance-based fees.  In addition to further validating the strength of our solutions, these performance-based fees contributed to our success in more than offsetting the comparable-quarter $14.9 million revenue decline for the second quarter from the previously announced wind-down of the Cigna contract.  Excluding Cigna, our comparable-quarter revenues increased 11%, following 13% growth in revenues, calculated on the same basis, for the first quarter of 2012 (see pages 8 and 9 for a reconciliation of GAAP and non-GAAP measures).

“Based on our performance for the first half of 2012, as well as the continuing ramp-up of large contracts signed in 2011, contracts signed thus far in 2012 and our expectations for achieving additional performance-based revenues, we are today affirming our established financial guidance for


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HWAY Reports Second-Quarter Results
Page 2
July 24, 2012

2012.  We continue to expect substantially stronger earnings for the second half of 2012 than the first half of the year, with second-half earnings to be more heavily weighted to the fourth quarter.  Net cash flows from operations for the second quarter totaled $21.7 million.  We continue to expect net cash flows from operations for all of 2012 in a range of $60 million to $80 million.”

Business Development Momentum Remains Strong

“During the second quarter of 2012, Healthways executed 23 contracts, broadly distributed across all our markets, including nine new contracts, one expanded contract, two expanded and extended contracts and 11 extended contracts,” added Leedle.  “In May, we also began delivering services for our contract in France with Caisse Nationale d’Assurance Maladie des Travailleurs Salaries (CNAMTS), which contributed to the improved results for our international operations for the second quarter on both a comparable and sequential-quarter basis.

“Our business development momentum is accelerating.  We are confident that we will execute additional large, strategic, multi-year contracts during 2012 that further differentiate Healthways in the market and strengthen our ability to drive long-term growth.  In addition to the strong business development momentum evident in the health plan and employer markets, we remain very encouraged by the deep engagement we continue to experience with health systems.  Our discussions have been strongly supported by our ground-breaking 10-year contract for Physician-Directed Population Health (PDPH) Management with Texas Health Resources in the second quarter, as well as by our second quarter acquisition of Ascentia Healthcare Solutions.  These discussions are validating our expectation that the Texas Health contract has broad potential as a model for other healthcare systems, and we continue to expect to execute additional contracts with health systems in 2012.

“As an example of the opportunities we see for expanding our business with health plans, we signed a substantial expansion and extension of an existing wellness solution contract with WellPoint, Inc. during the second quarter.  Through this expansion, we will add many of our most recent well-being improvement capabilities, enhancing the comprehensiveness of the solution we provide WellPoint. In addition to significantly increasing the average annual revenue contribution we expect over the contract term, this early renewal extends our contract through 2015.

“These new, innovative capabilities include harnessing the power of mobile devices and our uniquely developed social network applications to improve well-being; the initial commercial launch of InnergyTM, our physician-directed, evidence-based sustained weight loss intervention program developed in collaboration with Johns Hopkins Medicine; worksite wellness programs, including on-site health coaching and health education; and our Blue Zones Worksite Certification Program. These capabilities provide WellPoint the most comprehensive wellness solution in the market.

“In addition, we extended our SilverSneakers® Fitness Program contract with WellPoint with a multi-year renewal through 2014.  Our program serves approximately 700,000 eligible Medicare Advantage and Medicare Supplement members of WellPoint health plans.

“As we have consistently discussed, the unusual size and scope of both the large strategic contracts signed throughout 2011, and 2012 to date, and the significant contract opportunities in our business development pipeline reflect trends in healthcare, including:


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HWAY Reports Second-Quarter Results
Page 3
July 24, 2012


·  
Anticipation of healthcare insurance exchanges;
·  
Movement to a value-based payment system from a volume-based system;
·  
Demand for comprehensive, integrated solutions for whole populations;
·  
Foreign government adoption of total population health management; and
·  
Engagement by large employers to reap cost, performance and productivity gains from improved well-being.

“These trends are driving our business development momentum with integrated healthcare systems, hospitals, physicians, regional health plans, employers and government entities.  Our ability to convert these opportunities into contracts reflects our record of proven outcomes and our willingness to accept financial risk for performance; our development of, and leadership in, the business of population health management; our scalable solutions; and our long-term history of compelling innovation to expand our value proposition.”

Revenue Guidance

Healthways today affirmed its guidance for 2012 revenues in a range of $665 million to $705 million.  This guidance includes revenues from domestic operations in a range of $638 million to $670 million and from international revenues in a range of $27 million to $35 million.

COMPARISON OF COMPONENTS OF REVENUES FOR THE YEAR ENDING DECEMBER 31, 2012 AND THE YEAR ENDED DECEMBER 31, 2011
(In millions)


       
Twelve Months
 
         Ending      Ended  
       
Dec. 31, 2012
(Guidance)
   
Dec. 31, 2011
(Actual)
 
 
Domestic
   
$
638.0 - 670.0 
 
$
666.7 
 
 
International
     
27.0 - 35.0 
     
22.1 
 
 
Revenues
   
$
665.0 - 705.0 
 
$
688.8 
 


Earnings Guidance

The Company today also affirmed its guidance for 2012 net income per diluted share in a range of $0.38 to $0.50, which includes the previously announced additional expense impact of $0.04 per diluted share related to the refinancing of the Company’s senior credit facilities in June.  This range includes earnings per diluted share of $0.38 to $0.46 from domestic operations and $0.00 to $0.04 from international operations.  This guidance does not include the potential impact of certain significant prospective contracts or strategic collaborations the Company may enter into this year for which substantial costs are incurred before full revenue and/or margin maturity are achieved.


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HWAY Reports Second-Quarter Results
Page 4
July 24, 2012

COMPARISON OF COMPONENTS OF NET INCOME PER DILUTED SHARE
See pages 8 and 9 for a reconciliation of GAAP and non-GAAP measures

 
       
Twelve Months
 
         Ending      Ended  
       
Dec. 31, 2012
(Guidance)
   
Dec. 31, 2011
(Actual) (1)
 
 
Domestic, excluding restructuring and impairment charges
   
$
0.38 - 0.46 
 
$
0.98
 
 
International, excluding restructuring charges 
     
0.00 - 0.04 
   
(0.13
 
Adjusted net income per diluted share     
   
 
0.38 - 0.50 
 
 
0.85
 
   Restructuring charges            (0.16
   Impairment charges           (5.36
   Net income (loss) per diluted share(2)      $ 0.38 - 0.50     $  (4.68

(1)  
The assumed exercise of stock-based compensation awards for the twelve months ended December 31, 2011 was not considered because the impact would be anti-dilutive.
(2)  
Figures may not add due to rounding.
 
 
Summary

Leedle concluded, “Our second-quarter performance supports our confidence in our fiscal 2012 business plan and provides further tangible evidence of our expected return to growth for 2013 and beyond.  Excluding the impact of the Cigna contract, the double-digit comparable-quarter revenue growth produced for the first two quarters of 2012 reflects the initial fruition of our continuing work to deliver our value proposition to healthcare systems, hospitals, physicians, health plans, employers and government entities, domestically and abroad, each of which is seeking to improve well-being and lower costs.

“We are also encouraged by our contracting success and accelerating business development momentum, as well as by our strongly differentiated competitive market position.  Through our long-term strategy of improving well-being, we are highly aligned with the changes in healthcare that are occurring around the world and that are expanding our ability to drive long-term growth in earnings and shareholder value.”

Conference Call

Healthways will hold a conference call to discuss this release today at 5:00 p.m. Eastern Time. Investors will have the opportunity to listen to the conference call live over the Internet by going to www.healthways.com and clicking Investor Relations, or by going to www.earnings.com, at least 15 minutes early to register, download and install any necessary audio software.  For those who cannot listen to the live broadcast, a telephonic replay will be available for one week at 719-457-0820, code 5704527, and the replay will also be available on the Company’s web site for the next 12 months.

Safe Harbor Provisions

This press release contains forward-looking statements, including our guidance and financial expectations for future periods, which are based upon current expectations, involve a number of risks and uncertainties and are subject to the “safe harbor” provisions of the Private Securities Litigation


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HWAY Reports Second-Quarter Results
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July 24, 2012

Reform Act of 1995.  Those forward-looking statements include all statements that are not historical statements of fact and those regarding the intent, belief or expectations of the Company, including, without limitation, all statements regarding the Company’s future earnings and results of operations. Those forward-looking statements are subject to the finalization of the Company’s quarterly financial accounting procedures and may be affected by certain risks and uncertainties, including, but not limited to:

·  
the Company’s ability to sign and implement new contracts;
·  
the Company’s ability to accurately forecast the costs required to successfully implement new contracts;
·  
the Company’s ability to anticipate change and respond to emerging trends in the domestic and international markets for healthcare and the impact of the same on demand for the Company’s services;
·  
the Company’s ability to renew and/or maintain contracts with its customers under existing terms or restructure these contracts on terms that would not have a material negative impact on the Company’s results of operations;
·  
the Company’s ability to accurately forecast the Company’s revenues, margins, earnings and net income, as well as any potential charges that the Company may incur as a result of changes in its business;
·  
the Company’s ability to accurately forecast performance and the timing of revenue recognition under the terms of our customer contracts ahead of data collection and reconciliation;
·  
the Company’s ability to accurately forecast enrollment and participation rates in services and programs offered within the Company’s contracts;
·  
the Company’s ability to accurately forecast the costs necessary to establish a presence in international markets;
·  
the risks associated with foreign currency exchange rate fluctuations;
·  
the ability of the Company’s customers to provide timely and accurate data that is essential to the operation and measurement of the Company’s performance;
·  
the Company’s ability to achieve the contractually required cost savings and clinical outcomes improvements and reach mutual agreement with customers with respect to cost savings, or to achieve such savings and improvements within the time frames it contemplates;
·  
the risks associated with changes in macroeconomic conditions;
·  
the Company’s ability to implement its integrated data and technology solutions platform within the required time frame and expected cost estimates and to develop and enhance this platform and/or other technologies to meet evolving customer and market needs;
·  
the Company’s ability to accurately forecast the costs necessary to integrate new or acquired businesses, services (including outsourced services) or technologies into the Company’s business;
·  
the impact of litigation involving the Company and/or its subsidiaries;
·  
the impact of future state, federal and international legislation and regulations applicable to the Company’s business, including the Patient Protection and Affordable Care Act, on the Company’s ability to deliver its services and on the financial health of the Company’s customers and their willingness to purchase the Company’s services; and
·  
other risks detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and other filings with the Securities and Exchange Commission.

The Company undertakes no obligation to update or revise any such forward-looking statements.


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HWAY Reports Second-Quarter Results
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July 24, 2012

About Healthways

Healthways is the largest independent global provider of well-being improvement solutions. Dedicated to creating a healthier world one person at a time, the Company uses the science of behavior change to produce and measure positive change in well-being for our customers, which include employers, integrated health systems, hospitals, physicians, health plans, communities and government entities.  We provide highly specific and personalized support for each individual and their team of experts to optimize each participant’s health and productivity and to reduce health-related costs.  Results are achieved by addressing longitudinal health risks and care needs of everyone in a given population. The Company has scaled its proprietary technology infrastructure and delivery capabilities developed over 30 years and now serves approximately 40 million people on four continents.  Learn more at www.healthways.com.



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HWAY Reports Second-Quarter Results
Page 7
July 24, 2012

HEALTHWAYS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)


     
Three Months Ended
 
Six Months Ended
 
     
June 30,
 
June 30,
 
     
2012
 
2011
 
2012
 
2011
 
                             
 
Revenues
 
$
170,214 
 
$
169,596 
 
$
335,432 
 
$
332,565 
 
 
Cost of services (exclusive of depreciation and amortization of $8,848, $8,970, $17,531, and $17,994, respectively, included below)
   
129,305 
   
126,009 
   
269,540 
   
247,917 
 
 
Selling, general & administrative expenses
   
14,989 
   
17,706 
   
28,729 
   
35,547 
 
 
Depreciation and amortization
   
12,801 
   
12,443 
   
24,974 
   
24,876 
 
                             
 
Operating income
   
13,119 
   
13,438 
   
12,189 
   
24,225 
 
 
 Interest expense
   
4,387 
   
3,170 
   
7,572 
   
6,588 
 
                             
 
Income before income taxes
   
8,732 
   
10,268 
   
4,617 
   
17,637 
 
 
Income tax expense
   
3,675 
   
4,490 
   
2,225 
   
7,723 
 
                             
 
Net income
 
$
5,057 
 
$
5,778 
 
$
2,392 
 
$
9,914 
 
                             
 
Earnings per share:
                         
 
  Basic
 
$
0.15 
 
$
0.17 
 
$
0.07 
 
$
0.29 
 
                             
 
  Diluted
 
$
0.15 
 
$
0.17 
 
$
0.07 
 
$
0.29 
 
                             
 
Weighted average common shares
                         
 
and equivalents:
                         
 
Basic
   
33,424 
   
33,942 
   
33,385 
   
33,957 
 
 
Diluted
   
33,525 
   
34,790 
   
33,524 
   
34,711 
 
                             




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HWAY Reports Second-Quarter Results
Page 8
July 24, 2012

Healthways, Inc.
Reconciliation of Non-GAAP Measures to GAAP Measures
(Unaudited)

Reconciliation of Revenues Excluding Cigna to Revenues, GAAP Basis

     
Three Months Ended
 
Three Months Ended
   
Three Months Ended
   
Three Months Ended
 
     
June 30, 2012
 
March 31, 2012
   
June 30, 2011
   
March 31, 2011
 
 
Revenues excluding Cigna (1)
 
$
155.6
 
$
150.6
   
$
140.1
 
$
133.2
 
 
Revenues attributable to Cigna (2)
   
14.6
   
14.6
     
29.5
   
29.8
 
 
Revenues, GAAP basis
 
$
170.2
 
$
165.2
   
$
169.6
 
$
163.0
 


(1) Revenues excluding Cigna is a non-GAAP financial measure.  The Company excludes revenues attributable to Cigna from this measure because of its comparability to the Company's historical operating results.  The Company believes it is useful to investors to provide disclosures of its operating results and guidance on the same basis as that used by management.  You should not consider revenues excluding Cigna in isolation or as a substitute for revenues determined in accordance with accounting principles generally accepted in the United States.

(2) Revenues attributable to Cigna consists of pre-tax revenues of $14.6 million, $14.6 million, $29.5 million and $29.8 million for the three months ended June 30, 2012, March 31, 2012, June 30, 2011, and March 31, 2011, respectively.


Reconciliation of Domestic Earnings Per Share (EPS) Excluding Restructuring and Impairment Charges and Reconciliation of Adjusted EPS to
EPS, GAAP Basis (3)
     
Twelve Months Ended
         
     
December 31, 2011
         
 
Domestic EPS excluding restructuring and impairment charges (4)
 
$
0.98
     
 
International EPS (loss) excluding restructuring charges (5)
   
(0.13
)
   
 
Adjusted EPS (6)
 
$
0.85
     
 
EPS (loss) attributable to restructuring charges (7)
   
 (0.16
)
   
 
EPS (loss) attributable to impairment charges (8)
   
 (5.36
)
   
 
EPS (loss), GAAP basis (9)
 
$
 (4.68
)
   

(3) The assumed exercise of stock-based compensation awards for the twelve months ended December 31, 2011 was not considered because the impact would be anti-dilutive.

(4) Domestic EPS excluding restructuring and impairment charges is a non-GAAP financial measure.  The Company excludes EPS (loss) attributable to restructuring and impairment charges from this measure because of its comparability to the Company's historical operating results.  The Company believes it is useful to investors to provide disclosures of its operating results and guidance on the same basis as that used by management.  You should not consider Domestic EPS excluding restructuring and impairment charges in isolation or as a substitute for Domestic EPS determined in accordance with accounting principles generally accepted in the United States.

(5) International EPS (loss) excluding restructuring charges is a non-GAAP financial measure.  The Company excludes EPS (loss) attributable to restructuring charges from this measure because of its comparability to the Company's historical operating results.  The Company believes it is useful to investors to provide disclosures of its operating results and guidance on the same basis as that used by management.  You should not consider
 


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HWAY Reports Second-Quarter Results
Page 9
July 24, 2012

International EPS (loss) excluding restructuring charges in isolation or as a substitute for International EPS (loss) determined in accordance with accounting principles generally accepted in the United States.

(6) Adjusted EPS is a non-GAAP financial measure.  The Company excludes EPS (loss) attributable to restructuring and impairment charges from this measure because of its comparability to the Company's historical operating results.  The Company believes it is useful to investors to provide disclosures of its operating results and guidance on the same basis as that used by management.  You should not consider Adjusted EPS in isolation or as a substitute for EPS determined in accordance with accounting principles generally accepted in the United States.

(7) EPS (loss) attributable to restructuring charges includes $9.0 million associated with charges related to severance costs and Cigna-dedicated capacity reductions.
 
(8) EPS (loss) attributable to impairment charges includes $183.3 million associated with the write-down of goodwill.
 
(9) Figures do not add due to rounding.
 



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HWAY Reports Second-Quarter Results
Page 10
July 24, 2012

HEALTHWAYS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)

ASSETS

     
June 30,
     
December 31,
     
     
2012
     
2011
     
 
Current assets:
                   
 
Cash and cash equivalents
 
$
1,322
     
$
864
   
 
Accounts receivable, net
   
105,216
       
97,459
   
 
Prepaid expenses
   
10,670
       
11,417
   
 
Other current assets
   
2,432
       
1,412
   
 
Income taxes receivable
   
2,680
       
6,065
   
 
Deferred tax asset
   
9,879
       
10,314
   
 
  Total current assets
   
132,199
       
127,531
   
                       
 
Property and equipment:
                   
 
Leasehold improvements
   
40,983
       
41,622
   
 
Computer equipment and related software
   
261,013
       
239,732
   
 
Furniture and office equipment
   
25,511
       
26,324
   
 
Capital projects in process
   
22,803
       
17,811
   
       
350,310
       
325,489
   
 
Less accumulated depreciation
   
(199,605
)
     
(183,301
)
 
       
150,705
       
142,188
   
                       
 
Other assets
   
11,546
       
10,797
   
                       
 
Intangible assets, net
   
93,048
       
92,997
   
 
Goodwill, net
   
338,837
       
335,392
   
                       
 
Total assets
 
$
726,335
     
$
708,905
   
                       
                       

 


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HWAY Reports Second-Quarter Results
Page 11
July 24, 2012

HEALTHWAYS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)

LIABILITIES AND STOCKHOLDERS’ EQUITY

     
June 30,
     
December 31,
 
     
2012
     
2011
 
 
Current liabilities:
             
 
Accounts payable
$
19,535
   
$
22,578
 
 
Accrued salaries and benefits
 
25,138
     
35,617
 
 
Accrued liabilities
 
32,197
     
28,639
 
 
Deferred revenue
 
7,553
     
9,273
 
 
Contract billings in excess of earned revenue
 
15,779
     
13,154
 
 
Current portion of long-term debt
 
12,593
     
3,725
 
 
Current portion of long-term liabilities
 
5,605
     
5,771
 
 
Total current liabilities
 
118,400
     
118,757
 
                 
 
Long-term debt
 
283,072
     
266,117
 
 
Long-term deferred tax liability
 
31,662
     
26,964
 
 
Other long-term liabilities
 
26,371
     
31,351
 
                 
 
Stockholders’ equity:
             
 
Preferred stock
             
 
      $.001 par value, 5,000,000 shares
             
 
authorized, none outstanding
 
 —
     
 —
 
 
Common stock
             
 
      $.001 par value, 120,000,000 shares authorized,
             
 
        33,443,081 and 33,304,681 shares outstanding
 
33
     
33
 
 
Additional paid-in capital
 
245,472
     
247,137
 
 
Retained earnings
 
50,909
     
48,517
 
 
Treasury stock, at cost, 2,254,953 shares in treasury
 
(28,182
)
   
(28,182
)
 
Accumulated other comprehensive loss
 
(1,402
)
   
(1,789
)
 
  Total stockholders’ equity
 
266,830
     
265,716
 
                 
 
Total liabilities and stockholders’ equity
$
726,335
   
$
708,905
 
                 



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HWAY Reports Second-Quarter Results
Page 12
July 24, 2012

HEALTHWAYS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

     
Six Months Ended
 
     
June 30,
 
     
2012
     
2011
 
 
Cash flows from operating activities:
                 
 
Net income
 
$
2,392
     
$
9,914
 
 
Adjustments to reconcile net income to net cash provided by
                 
 
operating activities, net of business acquisitions:
                 
 
Depreciation and amortization
   
24,974
       
24,876
 
 
Amortization of deferred loan costs
   
794
       
954
 
 
Share-based employee compensation expense
   
2,730
       
4,528
 
 
Deferred income taxes
   
(1,510
)
     
(2,757
)
 
Excess tax benefits from share-based payment arrangements
   
(3
)
     
(339
)
 
(Increase) decrease in accounts receivable, net
   
(7,820
)
     
6,391
 
 
Decrease in other current assets
   
1,741
       
7,238
 
 
(Decrease) increase in accounts payable
   
(6,930
)
     
2,084
 
 
Decrease in accrued salaries and benefits
   
(12,260
)
     
(12,421
)
 
Increase in other current liabilities
   
9,646
       
8,962
 
 
Other
   
(3,621
)
     
(458
)
 
Net cash flows provided by operating activities
   
10,133
       
48,972
 
                     
 
Cash flows from investing activities:
                 
 
Acquisition of property and equipment
   
(27,790
)
     
(21,664
)
 
Business acquisitions, net of cash acquired
   
(4,693
)
     
 
 
Other
   
(4,279
)
     
(3,117
)
 
Net cash flows used in investing activities
   
(36,762
)
     
(24,781
)
                     
 
Cash flows from financing activities:
                 
 
Proceeds from issuance of long-term debt
   
569,675
       
203,147
 
 
Payments of long-term debt
   
(545,280
)
     
(223,198
)
 
Deferred loan costs
   
(1,471
)
     
 
 
Excess tax benefits from share-based payment arrangements
   
3
       
339
 
 
Exercise of stock options
   
9
       
3,736
 
 
Repurchases of common stock
   
       
(9,456
)
 
Change in outstanding checks and other
   
4,190
       
611
 
 
Net cash flows provided by (used in) financing activities
   
27,126
       
(24,821
)
                     
 
Effect of exchange rate changes on cash
   
(39
)
     
521
 
                     
 
Net increase in cash and cash equivalents
   
458
       
(109
)
                     
 
Cash and cash equivalents, beginning of period
   
864
       
1,064
 
                     
 
Cash and cash equivalents, end of period
 
$
1,322
     
$
955
 
 
 

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