8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 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): November 7, 2008

	Protection One Alarm
Protection One, Inc.	Monitoring, Inc.
(Exact Name of Registrant	(Exact Name of Registrant
as Specified in Charter)	as Specified in Charter)
Delaware	Delaware
(State or Other Jurisdiction	(State or Other Jurisdiction
of Incorporation)	of Incorporation)
1-12181-01	1-12181
(Commission File Number)	(Commission File Number)
93-1063818	93-1065479
(I.R.S. Employer	(I.R.S. Employer
Identification No.)	Identification No.)
1035 N. 3rd Street, Suite 101	1035 N. 3rd Street, Suite 101
Lawrence, Kansas 66044	Lawrence, Kansas 66044
(Address of Principal Executive	(Address of Principal Executive
Offices, Including Zip Code)	Offices, Including Zip Code)
(785) 856-5500	(785) 856-5500
(Registrant’s Telephone Number	(Registrant’s Telephone Number
Including Area Code)	Including Area Code)

        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:

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 November 7, 2008, the Company issued a press release announcing its financial results for the quarterly period ended September 30, 2008. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

                All of the foregoing information in this Item 2.02, including Exhibit 99.1 hereto, is being furnished under Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1            Press Release, dated November 7, 2008

2

SIGNATURES

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

	PROTECTION ONE, INC.
Date: November 7, 2008	By: /s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and
	Chief Financial Officer
	PROTECTION ONE ALARM
	MONITORING, INC.
Date: November 7, 2008	By: /s/ Darius G. Nevin
	Name: Darius G. Nevin
	Title: Executive Vice President and
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

MEDIA CONTACT

Robin J. Lampe

Phone: 785.856.9350

INVESTOR CONTACT

Darius G. Nevin

Phone: 785.856.9368

PROTECTION ONE ANNOUNCES THIRD QUARTER 2008 RESULTS

Commercial RMR additions increased 6%

Conference call scheduled for 10 a.m. Eastern time today to review results

LAWRENCE, Kan., Nov. 7, 2008 — Protection One, Inc. (Nasdaq:PONE), one of the leading providers of security monitoring services in the United States, today reported financial results for the third quarter ended September 30, 2008.  All comparisons below are to the quarter ended September 30, 2007 unless otherwise indicated.

Richard Ginsburg, Protection One’s president and chief executive officer, said, “Despite the difficult economic environment, our results this quarter indicate progress in the key areas we’ve previously identified.  Internal commercial RMR additions increased 6% this quarter.  Internal residential additions outside the Southeast also increased 3%.  Commercial and residential average revenue per unit increased year over year and on a sequential quarter basis.  Sales of e-Secure, our web-based interactive monitoring service, continued to grow in units and as a percentage of total sales.  We’ve also made significant process improvements in our Retail business, which we expect will help monitoring margin in coming quarters.  Finally, attrition on the acquired IASG portfolio was lower than last year.”

Ginsburg closed, “We are pleased to have ample liquidity and are not anticipating a need to access the capital markets any time soon to refinance debt.  We believe we have more than adequate financial resources to execute our plans.”

Consolidated third quarter revenue increased slightly to $94.1 million.  Consolidated RMR increased to $26.9 million as of September 30, 2008 from $26.7 million as of September 30, 2007.  The

Company’s net loss for the quarter ended September 30, 2008 increased to $(11.1) million, or $(0.44) per share, from $(8.7) million, or $(0.34) per share in 2007 and adjusted EBITDA declined to $27.1 million from $30.2 million.  The decline in EBITDA is due to the Company spending more on brand awareness and lead generation activities to create RMR additions; experiencing higher costs to service its Retail account base, which it is addressing with process improvements; incurring higher health benefit costs; and realizing less contribution from Multifamily due to attrition.

Adjusted EBITDA, Recurring Monthly Revenue (“RMR”) and net debt, as described in this release, are all non-GAAP financial measures and are described in greater detail in the attached schedules.  For a reconciliation of these non-GAAP measures, see the attached schedules.

Segment Results

Retail

The Company’s Retail segment directly sells, installs, monitors and maintains electronic security and life safety systems for residential and commercial customers.  As of September 30, 2008, the Company served approximately 582,000 retail customers, generating approximately $20.6 million RMR.

Total Retail segment revenue of $73.6 million in the third quarter of 2008 was slightly higher than revenue reported in the same period last year.  Retail installation revenue increased from higher levels of amortization on previously deferred revenue.  Monitoring and service revenue decreased by less than one percent to $64.0 million in the third quarter of 2008 as a result of slightly lower RMR during the period. The Retail segment’s operating income was in a break even position compared to operating income of $1.2 million in the third quarter of 2007, due to increased spending on brand awareness and lead generation activities and higher costs to service its customer base, as mentioned above, as well as higher amortization of previously deferred customer acquisition costs.  Retail is presently centralizing certain customer care functions to improve efficiency and reduce costs, the benefits of which are expected to be realized in 2009.

Retail RMR decreased by only 0.2%, or $40,000, from the year ago period.  RMR additions of $617,000, including account purchases, were 1.0% higher than in the third quarter of 2007.  Protection One increased internal residential

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RMR additions outside the Southeast region by 3% despite a difficult housing market, and increased internal commercial additions by 6%, both of which indicate that the Company’s marketing initiatives are gaining traction.  RMR additions decreased in the Southeast region as the Company wound down its relationship with BellSouth this quarter.  Average revenue per new residential and commercial customer continued to increase as the Company’s distinctive e-Secure offering represented an increasing percentage of sales.

Retail gross attrition in the third quarter of 2008 increased from the prior year period to 14.6% in 2008 from 14.4% in 2007.  Attrition on the non-IASG Retail base increased slightly due primarily to higher incidence of non-payment and other financial cancelations.  Attrition on the IASG base improved compared to one year ago since peaking in the fourth quarter of 2007.

Wholesale

The Company’s Wholesale business, CMS, contracts with independent security alarm dealers nationwide to provide alarm system monitoring services to residential and business customers.  As of September 30, 2008, this unit served approximately 4,600 dealers by monitoring over 1.0 million homes and businesses on their behalf.

Wholesale monitoring and service revenue increased 7.6% to $12.6 million in the third quarter of 2008 as a result of growth by its largest dealer customer. RMR additions more than doubled from $149,000 one year ago to $337,000 in the third quarter of 2008.

Wholesale monitoring and service margin decreased slightly to $5.4 million in the third quarter of 2008 from $5.5 million one year ago, although the business unit recorded sequential quarter improvement that exceeded $0.6 million. Operating income was $0.5 million in 2008 compared to $1.4 million in the same period in 2007.  Excluding the impact of an increase in Wholesale’s portion of corporate shared service costs, Wholesale operating income would have increased from the prior year.

Multifamily

The Company’s Multifamily business unit provides monitoring and maintenance of electronic security systems for tenants of multifamily residences under long-term contracts with building owners and managers.  As of September 30, 2008, Multifamily had $2.3 million of RMR arising from approximately 250,000 units in more than 1,500 rental properties.

3

Multifamily total revenue decreased 3.5% in the third quarter of 2008 compared to 2007. Monitoring and related services revenue also declined by 4.7% to $7.6 million due to a decrease in RMR of 7.6% from the third quarter of 2007.  Multifamily RMR was $2.3 million versus $2.5 million in the year ago period.  Multifamily operating income decreased to $0.4 million compared to $1.6 million in the third quarter of 2007 principally from lower revenues, increased monitoring and general and administrative costs as well as a $0.5 million trade name impairment recorded in the third quarter of 2008. Multifamily is scaling its operations to keep future costs in alignment with revenue levels.

Multifamily experienced elevated attrition from the uncertain collection status of a few large customers.  The Company’s policy is to consider these at-risk customers as attrition which caused Multifamily’s annualized gross attrition rate to increase to 21.2% in 2008 from 9.6% in 2007. As of September 30, 2008, Multifamily’s backlog of sold but uninstalled units and installed units not yet billed was nearly 6,500 units.

Balance Sheet

The Company is not expected to require any refinancing of its existing debt until November 15, 2011, the date on which its Senior Secured Notes mature.  The Company ended the third quarter of 2008 with $40.5 million cash on hand, with excess cash and cash equivalents conservatively invested in United States treasury portfolios.  As of November 5, 2008, the Company also had a minimum of $19.7 million available for borrowing under its revolving credit facility.

The Company’s net debt decreased to $483.2 million at September 30, 2008 from $485.0 million at December 31, 2007, as free cash flow offset fees and expenses associated with the first quarter refinancing.  With the execution of hedge transactions during 2008, $365.3 million, or approximately 70%, of the Company’s debt effectively carries a fixed interest rate.  Interest costs on approximately 8%, or $42.5 million, of the Company’s debt is variable corresponding to changes in LIBOR.  Interest costs on the remaining 22%, or $110.3 million, is variable with the prime rate.  The recent reductions in the prime rate lowered the Company’s annualized cash interest expense by $1.1 million.

The senior secured credit facility is the only instrument that requires periodic principal payments, which are $750,000 per quarter as well as annual excess cash flow prepayments commencing with the

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year ending December 31, 2008.  Based on projections of excess cash flow through the end of 2008, the Company expects to make a prepayment of approximately $10 million under the senior secured credit facility during the first quarter of 2009.

See “Non-GAAP Reconciliations” in the attached schedules for a reconciliation of net debt to reported debt and cash and equivalents.

Conference Call and Webcast

Protection One will host a conference call and audio webcast today at 10:00 a.m. Eastern time to review these results. The call may be accessed by dialing (877) 681-3377 (inside the United States and Canada) or via a webcast at www.ProtectionOne.com. The reference code associated with the call is 6479194.

A webcast replay will be available shortly after the call at www.ProtectionOne.com. A telephonic replay of the call also will be available until Nov.14, 2008. To listen to the telephonic replay, dial (719) 457-0820 or (888) 203-1112 and enter the following passcode: 6479194.

Forward-looking Statements: Certain matters discussed in this news release are “forward-looking statements.” The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. Forward-looking statements may include words or phrases such as “we believe,” “we anticipate,” “we expect” or words of similar meaning. Forward-looking statements may describe our future plans, objectives, expectations or goals, including, but not limited to, with respect to our earnings and financial condition, customer account acquisition strategy and attrition, liquidity and sources of funding and capital expenditures and debt service capacity. Our actual results may differ materially from those discussed here as a result of numerous factors, including, but not limited to, our significant debt obligations, net losses and competition. See our Quarterly Report on Form 10-Q for the period ended September 30, 2008, which is expected to be filed with the SEC on November 10, 2008 and our Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on March 17, 2008, for a further discussion of factors affecting our performance. Protection One disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this news release.

Protection One is one of the largest vertically integrated national providers of sales, installation, monitoring, and maintenance of electronic security systems to homes and businesses and has been recognized as one of “America’s Most Trustworthy Companies” by Forbes.com. Network Multifamily, Protection One’s wholly owned subsidiary, is the largest security provider to the multifamily housing market. The company also owns the nation’s largest provider of wholesale monitoring services, the combined operations of CMS and Criticom International. For more information about Protection One, visit www.ProtectionOne.com. (PONENR)

5

PROTECTION ONE, INC.

and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(in thousands, except per share amounts)	2008			2007			2008			2007
Revenue
Monitoring & related services	$	84,192		$	84,253		$	250,020		$	230,034
Installation and other	9,864			9,270			28,014			25,294
Total revenue	94,056			93,523			278,034			255,328
Cost of revenue (exclusive of amortization and depreciation shown below):
Monitoring & related services	27,948			26,656			83,766			71,650
Installation and other	13,194			11,173			36,166			30,215
Total cost of revenue (exclusive of amortization and depreciation shown below)	41,142			37,829			119,932			101,865
Selling expenses	14,647			12,308			42,133			35,080
General & administrative	20,442			20,178			59,551			57,433
Merger related severance	—			1,185			—			3,603
Amortization and depreciation	16,431			17,829			50,065			44,387
Impairment of trade name	475			—			475			—
Total operating expenses	51,995			51,500			152,224			140,503
Operating income	919			4,194			5,878			12,960
Other expense (income)
Interest expense	12,219			13,262			36,876			36,409
Interest income	(175		)	(474		)	(752		)	(1,940		)
Loss on retirement of debt	—			—			12,788			—
Other	(31		)	(22		)	(77		)	(67		)
Total other expense	12,013			12,766			48,835			34,402
Loss before income taxes	(11,094		)	(8,572		)	(42,957		)	(21,442		)
Income tax expense	50			112			354			602
Net loss	$	(11,144	)	$	(8,684	)	$	(43,311	)	$	(22,044	)
Other comprehensive income net of tax
Unrealized gain on cash flow hedging instruments	(1,120		)	(133		)	1,004			(124		)
Comprehensive loss	$	(12,264	)	$	(8,817	)	$	(42,307	)	$	(22,168	)
Basic and diluted net loss per common share (a)	$	(0.44	)	$	(0.34	)	$	(1.71	)	$	(0.96	)
Weighted average common shares outstanding	25,311			25,307			25,308			22,925

(a) - Options are not included in the computation of diluted earnings per share because to do so would have been antidilutive for each of the periods presented.

6

PROTECTION ONE, INC.

and Subsidiaries

Supplemental Financial Information

(unaudited)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(in thousands)	2008			2007			2008			2007
Segment Information
Retail
Revenue
Monitoring & related services	$	64,013		$	64,584		$	191,262		$	180,250
Installation and other	9,546			8,934			27,039			24,577
Total revenue	73,559			73,518			218,301			204,827
Cost of revenue (exclusive of amortization and depreciation shown below):
Monitoring & related services	18,737			18,628			57,027			53,202
Installation and other	12,535			10,485			34,306			28,306
Total cost of revenue (exclusive of amortization and depreciation shown below)	31,272			29,113			91,333			81,508
Selling expenses	13,836			11,436			39,121			33,070
General & administrative expense	15,514			16,514			45,938			46,405
Merger related severance	—			1,185			—			3,603
Amortization of intangibles and depreciation expense	12,968			14,022			39,546			35,413
Total operating expenses	42,318			43,157			124,605			118,491
Operating income	$	(31	)	$	1,248		$	2,363		$	4,828
Operating margin	0.0		%	1.7		%	1.1		%	2.3		%
Wholesale
Revenue
Monitoring & related services	$	12,574		$	11,687		$	35,761		$	25,722
Other	184			301			646			301
Total revenue	12,758			11,988			36,407			26,023
Cost of revenue (exclusive of amortization and depreciation shown below):
Monitoring & related services	7,189			6,147			20,928			12,714
Selling expenses	466			539			1,800			962
General & administrative expense	2,655			1,718			7,289			5,157
Amortization of intangibles and depreciation expense	1,925			2,229			5,913			4,230
Total operating expenses	5,046			4,486			15,002			10,349
Operating income	$	523		$	1,355		$	477		$	2,960
Operating margin	4.1		%	11.3		%	1.3		%	11.4		%
Multifamily
Revenue
Monitoring & related services	$	7,605		$	7,982		$	22,997		$	24,062
Installation and other	134			35			329			416
Total revenue	7,739			8,017			23,326			24,478
Cost of revenue (exclusive of amortization and depreciation shown below):
Monitoring & related services	2,022			1,881			5,811			5,734
Installation and other	659			688			1,860			1,909
Total cost of revenue (exclusive of amortization and depreciation shown below)	2,681			2,569			7,671			7,643
Selling expenses	345			333			1,212			1,048
General & administrative expense	2,273			1,946			6,324			5,871
Amortization of intangibles and depreciation expense	1,538			1,578			4,606			4,744
Impairment of trade name	475			—			475			—
Total operating expenses	4,631			3,857			12,617			11,663
Operating income	$	427		$	1,591		$	3,038		$	5,172
Operating margin	5.5		%	19.8		%	13.0		%	21.1		%

7

PROTECTION ONE, INC.

and Subsidiaries

Supplemental Financial Information (cont.)

(unaudited)

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
(in thousands)	2008		2007		2008		2007
Supplemental Financial Information
FAS 123(R) Expense in G&A
Retail	$	376	$	385	$	1,090	$	1,128
Wholesale	—		—		—		—
Multifamily	—		—		—		—
FAS 123(R) expense in G&A	376		385		1,090		1,128
Amortization of Deferred Costs in Excess of Amort. of Deferred Rev.
Retail	$	7,994	$	5,969	$	21,316	$	16,472
Wholesale	—		—		—		—
Multifamily	521		656		1,499		1,398
Amort. of deferred costs in excess of amort. of deferred rev.	8,515		6,625		22,815		17,870
Investment in New Accounts and Rental Equipment, Net
Retail	$	9,409	$	8,318	$	29,248	$	23,690
Wholesale	—		—		—		—
Multifamily	1,316		1,019		3,012		2,475
Investment in new accounts and rental equipment, net	10,725		9,337		32,260		26,165
Property Additions, Exclusive of Rental Equipment
Retail	$	1,223	$	3,638	$	4,343	$	6,166
Wholesale	819		317		1,407		545
Multifamily	315		19		433		266
Property additions, exclusive of rental equipment	2,357		3,974		6,183		6,977

8

PROTECTION ONE, INC.

and Subsidiaries

Supplemental Financial Information (cont.)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2008			2007			2008			2007
Supplemental Financial Information (Non-GAAP)
Recurring Monthly Revenue (RMR)	$	26,883		$	26,651		$	26,883		$	26,651
RMR Rollforward - Retail
Beginning RMR	$	20,572		$	20,661		$	20,628		$	16,429
RMR additions from direct sales	594			600			1,784			1,732
Additions from the Merger	—			—			—			4,133
RMR additions from account purchases	23			11			29			30
RMR losses	(749		)	(744		)	(2,111		)	(1,896		)
Price increases and other	111			63			221			163
Ending RMR	$	20,551		$	20,591		$	20,551		$	20,591
RMR Rollforward - Wholesale
Beginning RMR	$	3,965		$	3,679		$	3,615		$	963
RMR additions from direct sales	337			149			1,107			571
Additions from the Merger	—			—			—			2,549
RMR losses	(264		)	(211		)	(694		)	(465		)
Price increases and other	—			(39		)	10			(40		)
Ending RMR	$	4,038		$	3,578		$	4,038		$	3,578
RMR Rollforward - Multifamily
Beginning RMR	$	2,378		$	2,505		$	2,463		$	2,596
RMR additions from direct sales	24			26			86			61
RMR losses	(124		)	(61		)	(308		)	(213		)
Price increases and other	16			12			53			38
Ending RMR	$	2,294		$	2,482		$	2,294		$	2,482
RMR Rollforward - Consolidated
Beginning RMR	$	26,915		$	26,845		$	26,706		$	19,988
RMR additions from direct sales	955			775			2,977			2,364
Additions from the Merger	—			—			—			6,682
RMR additions from account purchases	23			11			29			30
RMR losses	(1,137		)	(1,016		)	(3,113		)	(2,574		)
Price increases and other	127			36			284			161
Ending RMR	$	26,883		$	26,651		$	26,883		$	26,651

	Annualized Three Months Ended September 30,				Twelve Months Ended September 30,
RMR Attrition	2008		2007		2008		2007
RMR Attrition - Gross
Retail	14.6	%	14.4	%	13.6	%	12.8	%
Wholesale	26.4	%	23.3	%	23.4	%	22.3	%
Multifamily	21.2	%	9.6	%	15.2	%	13.7	%
RMR Attrition - Net of New Owners
Retail	12.7	%	12.5	%	11.8	%	10.8	%

Monitored Sites	September 30, 2008	September 30, 2007
Retail Monitored Sites	582,293	608,752
Wholesale Monitored Sites	1,004,947	839,571
Multifamily Monitored Sites	254,840	281,265

9

PROTECTION ONE, INC.

and Subsidiaries

Non-GAAP Reconciliations

(unaudited)

Recurring Monthly Revenues (RMR)

RMR is the sum of all the monthly revenue we are entitled to receive under contracts with customers in effect at the end of a period.

A reconciliation of RMR to Protection One, Inc.’s reported total revenue follows:

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2008		2007		2008		2007
RMR at September 30	$	26,883	$	26,651	$	26,883	$	26,651
Amounts excluded from RMR:
Amortization of deferred revenue	1,211		941		1,211		941
Installation and other revenue (a)	3,232		3,414		3,232		3,414
Revenue (GAAP basis)
September	$	31,326	$	31,006	$	31,326	$	31,006
July - August	62,730		62,517		—		—
January - August	—		—		246,708		224,322
Total period revenue	$	94,056	$	93,523	$	278,034	$	255,328

(a)   Revenue that is not pursuant to periodic contractual billings

The Company believes the presentation of RMR is useful to investors because the measure is often used by investors and lenders to evaluate companies such as Protection One with recurring revenue streams.  Management monitors RMR, among other things, to evaluate the Company’s ongoing performance.

Adjusted EBITDA

A reconciliation of Adjusted EBITDA to Protection One, Inc.’s reported loss before income taxes follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2008			2007			2008			2007
Loss before income taxes	$	(11,094	)	$	(8,572	)	$	(42,957	)	$	(21,442	)
Plus:
Interest expense, net	12,044			12,788			36,124			34,469
Amortization and depreciation expense	16,431			17,829			50,065			44,387
Amort. of deferred costs in excess of amort. of deferred revenue	8,515			6,625			22,815			17,870
Stock based compensation expense	376			385			1,090			1,128
Other costs including merger-related items	374			1,185			685			3,603
Loss on retirement of debt	—			—			12,788			—
Impairment of trade name	475			—			475			—
Less:
Other income	(31		)	(22		)	(77		)	(67		)
Adjusted EBITDA	$	27,090		$	30,218		$	81,008		$	79,948

Adjusted EBITDA is used by management in evaluating segment performance and allocating resources, and management believes it is used by many analysts following the security industry. This information should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States of America, such as loss before income taxes or cash flow from operations.  Items excluded from Adjusted EBITDA are significant components in understanding and assessing the consolidated financial performance of the Company.  See the table above for the reconciliation of Adjusted EBITDA to consolidated loss before income taxes.  The Company’s calculation of Adjusted EBITDA may be different from the calculation used by other companies and comparability may be limited. Management believes the presentation of non-GAAP financial measures such as Adjusted EBITDA is useful because it allows investors and management to evaluate and compare the Company’s operating results from period to period in a meaningful and consistent manner in addition to standard GAAP financial measures.

Net Debt reconciled to GAAP measures

(in thousands)	September 30, 2008			December 31, 2007
Senior credit facility, maturing March 31, 2012, variable	$	292,500		$	294,750
Senior secured notes, maturing November 2011, fixed 12.00%, face value	115,345			115,345
Unsecured term loan, maturing March 14, 2013, variable	110,340			—
Senior subordinated notes, maturing January 2009, fixed 8.125%, face value				110,340
Capital leases	5,519			5,599
	$	523,704		$	526,034
Less cash and cash equivalents	(40,478		)	(40,999		)
Net Debt	$	483,226		$	485,035

Net Debt is utilized by management as a measure of the Company’s financial leverage and the Company believes that investors also may find Net Debt to be helpful in evaluating the Company’s financial leverage.  This supplemental non-GAAP information should be viewed in conjunction with the Company’s consolidated balance sheets in the Company’s report on Form 10-Q for the period ended September 30, 2008.  While not included in net debt, the Company also had notes receivable due from its Wholesale dealers of approximately $3.6 million and $5.9 million as of September 30, 2008 and December 31, 2007, respectively.

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