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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 FOR THE FISCAL YEAR ENDED JUNE 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 COMMISSION FILE NUMBER 001-32582
 PIKE ELECTRIC CORPORATION
 (Exact name of registrant as specified in its charter)
 Delaware
    
    20-3112047(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 100 Pike Way, Mount Airy, NC 27030  (Address of principal executive office)
 (336) 789-2171
 (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 Yes o No þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



PIKE ELECTRIC CORPORATION
Annual Report on Form 10-K for the year ended June 30, 2008
 Index
 ItemsPart IItem 1.
    
    Business
    
    1Item 1A.
    
    Risk Factors
    
    8Item 1B.
    
    Unresolved Staff Comments
    
    14Item 2.
    
    Properties
    
    14Item 3.
    
    Legal Proceedings
    
    14Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    15Part IIItem 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    15Item 6.
    
    Selected Financial Data
    
    17Item 7.
    
    Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    19Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    29Item 8.
    
    Financial Statements and Supplementary Data
    
    30Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
    
    55Item 9A.
    
    Controls and Procedures
    
    55Item 9B.
    
    Other Information
    
    55Part IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    55Item 11.
    
    Executive Compensation
    
    56Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    56Item 13.
    
    Certain Relationships and Related Transactions, and Director
Independence
    
    56Item 14.
    
    Principal Accountant Fees and Services
    
    56Part IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    56Signatures
    
    
    57Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART I
 
 ITEM 1. BUSINESS
 Overview
    Industry Overview
   Industry Trends
  Growth in Demand for Electricity and Need for Improved Infrastructure.
  1




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The Energy Policy Act of 2005.
 Increased Outsourcing of Infrastructure Services.
 Increased Power Generation and Alternate Energy Sources.
 New Home Development.
 Competitive Strengths
  
    
    Company Branding.We are one of the largest service providers to electric utilities,
cooperatives and municipalities in the United States. We are also one of the few service
providers of scale in our industry that operates under a single, well-recognized brand over
a contiguous geographic area, providing us a distinct competitive advantage with both large
and small territory customers.
    
    Outsourced Services-Based Business Model.We provide vital services to electric
utilities, cooperatives and municipalities, which have increased their reliance on
outsourcing the maintenance and improvement of their distribution and transmission systems.
Over 99% of our revenues are derived under master service arrangements. We derive less than
1% of our revenues from fixed-price agreements relating to large-scale capital improvement
projects.
    
    Geographic Market.Our service territory includes the Southeastern and South-Central
United States. Both overall and on a state-by-state basis, our market has exhibited strong
population growth and increases in electricity consumption, thereby increasing demand for
our services. Moreover, the contiguous nature of our transmission and distribution service
territory enables us to respond nimbly to our customers needs, particularly in situations
requiring rapid response, where we are able to seamlessly transition crews and equipment
within our territory. This agility also provides the added benefit of increased operating
efficiency by enabling us to maximize the highest and best use of our crews and equipment
within our industry without significant barriers.
    
    Storm Restoration Opportunities.Our transmission and distribution market includes the
Southeastern and South-Central United States, generally the most affected areas of the
country when considering the impact of inclement weather, such as ice storms and hurricanes,
on the electric infrastructure. Of the competitors in our market, we believe we are the
leading provider of emergency services for storm restoration.
  2




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
    
    Long-Standing Customer Relationships.We have a diverse, well-capitalized customer base
that includes over 150 electric companies throughout our service territory. We employ a
customer-focused philosophy that has resulted in long-standing customer relationships. Our
relationships with our top 15 customers average approximately 34 years.
    
    Major Investments in Fleet and Safety.We have made significant investments in our
business. In addition to investing in our fleet, substantially all of which we own, we have
invested in our employee safety and development programs, establishing training and safety
programs certified by the Department of Labor.
    
    Experienced Management Team with Demonstrated Operational Excellence.Our strong
management has led us to operational excellence, as demonstrated by our continuing success
in effectively growing our business, managing our costs, supervising our workforce and
deploying our fleet. All members of our senior operational management team have been with us
for over 20 years and most obtained significant operating experience prior to being promoted
to their current positions.
    
    Financial Position.Our strong cash flows have provided the opportunity to reduce our
debt by $279.0 million since June 30, 2005. We are in a position to pursue all avenues of
business growth.
 Business Strategy
  
    
    Increased Penetration Within Our Existing Service Territory.We intend to continue to
increase our penetration and market share within our existing service territory by expanding
our existing customer relationships, attracting new customers and pursuing selective
acquisitions. We believe our quality service, modern fleet, regional presence, storm
restoration capabilities and strong safety record will enable us to develop our business
with both existing and prospective customers as they continue to outsource their servicing
needs.
    
    Expand Our Service Territory and Service Offerings.We intend to continue to grow our
business by seeking new opportunities from our existing customers that have operations
outside our current service territory or outsourcing needs beyond our current service
offerings, capturing new customers in other geographic markets and pursuing selective
acquisitions.
    
    Continued Focus on Distribution and Sub-500 kV Transmission.We will continue to focus on
the maintenance, upgrade and extension of electric distribution and sub-500 kV transmission
power lines. By focusing on the distribution and sub-500 kV transmission sector of the
industry and providing high-quality services to our customers, we believe that we will be in
a position to capture a significant share of the expected increased amount of work in this
market sector.
    
    Capitalize on Favorable Long-Term Industry Trends.We believe that we are well positioned
to benefit from expected long-term industry trends, which are described in more detail above
under the heading Industry Trends.
    
    Employer of choice for transmission and distribution line workers.We believe the demand
for skilled line workers will increase dramatically over the next five to ten years. We will
continue to focus on employee development and retention. This effort includes periodic wage
and benefits reviews, recruitment programs, advertising, new educational programs and
continuously improving communications with mobile workforce. We have also initiated a
leadership retirement program, effective for fiscal 2009.
    
    Continued Focus on Operating Efficiency and Customer Service.We intend to use the scale
and scope of our capabilities to achieve higher levels of operating efficiency and
productivity while further enhancing our customer service. Additionally, we intend to use
our modern fleet, repair and maintenance capabilities and skilled workforce to increase our
cost competitiveness so that we may profitably win new business. Development, implementation
and deployment of new technologies will be a key component of this effort.
    
    Continued Focus on Safety.We will continue to focus on safety through the use of safety
programs, training, technology and equipment.
  3




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Our Services
  Core Powerline Services.
   Storm Restoration Services.
   Storm RevenuesFiscal
    
    Storm
    
    
    Total
    
    
    as a Percentage ofYear
    
    Revenues
    
    
    Revenues
    
    
    Total Revenues(In millions)
    
    
    (In millions)2004
    
    $
    43.0
    
    
    $
    356.7
    
    
    
    12.1
    %2005
    
    $
    149.2
    
    
    $
    679.2
    
    
    
    22.0
    %2006
    
    $
    185.3
    
    
    $
    727.5
    
    
    
    25.5
    %2007
    
    $
    53.3
    
    
    $
    596.8
    
    
    
    8.9
    %2008
    
    $
    49.4
    
    
    $
    552.0
    
    
    
    8.9
    %
  4




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Selected Storm MobilizationsApproximateNumber ofEmployees
    
    
    RestorationStorm (States Affected)
    
    Date
    
    
    Mobilized
    
    
    PeriodHurricanesDennis (FL)
    
    July 2005
    
    
    1,600
    
    
    6 daysRita (TX, LA)
    
    September 2005
    
    
    1,500
    
    
    18 daysKatrina (LA, MS, AL)
    
    September 2005
    
    
    3,100
    
    
    30 daysWilma (FL)
    
    October 2005
    
    
    1,600
    
    
    22 daysIce StormsIce Storm (GA, NC, SC, VA)
    
    December 2005
    
    
    2,000
    
    
    7 daysIce Storm (MO, IL, OK)
    
    January 2007
    
    
    1,200
    
    
    10 daysIce Storm (OK, KS, MO, IA)
    
    December 2007
    
    
    1,350
    
    
    20 days
  Customers
   Types of Service Arrangements
    5




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Seasonality
  Proprietary Rights
  Training, Quality Assurance and Safety
    Equipment
    Employees
    6




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Risk Management and Insurance
   Competition
   
    
    reputation and relationships with customers;
    
    history of service execution (for example, safety record, cost control, timing and
experience);
    
    geographic presence and breadth of service offerings;
    
    price;
    
    investment in fleet and equipment, including technological capabilities;
    
    storm restoration abilities and reputation;
    
    experience of management team and crews; and
    
    the availability of qualified and/or licensed personnel.
   7




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Government Regulation
   Environmental Matters
  Available Information
 www.sec.gov
 
 ITEM 1A. RISK FACTORS
 Forward-Looking Statements.
 We derive a significant portion of our revenues from a small group of customers. The loss of
or a significant decrease in services to one or more of these customers could negatively impact our
business and results of operations.
  8




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Our customers often have no obligation to assign work to us, and many of our arrangements may
be terminated on short notice. As a result, we are at risk of losing significant business on short
notice.
 Our storm restoration services are highly volatile and unpredictable, which could result in
substantial variations in, and uncertainties regarding, the levels of our financial results from
period to period.
 Our business is subject to numerous hazards that could subject us to substantial monetary and
other liabilities. If accidents occur, they could materially and adversely affect our business and
results of operations.
  Our current insurance coverage may not be adequate, and we may not be able to obtain insurance
at acceptable rates, or at all.
  Fuel costs could materially and adversely affect our operating results.
 Demand for some of our services is cyclical and vulnerable to industry and economic downturns,
which could materially and adversely affect our business and results of operations.
  9




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Failure to maintain effective internal control over financial reporting could have a material
adverse effect on our business, operating results and stock price.
 To be successful, we need to attract and retain qualified personnel, and any inability to do
so would adversely affect our business.
  We are dependent on our senior management and other key personnel, the loss of which could
have a material adverse effect on our business.
 A continued slowdown in the housing market could negatively affect our revenues from
distribution work.
 Our industry is highly competitive and we may be unable to compete effectively, retain our
customers or win new customers, which could result in reduced profitability and loss of market
share.
  10




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We may be unsuccessful at acquiring companies or at integrating companies that we acquire, and
as a result, we may not achieve the expected benefits and our profitability could materially
suffer.
 We acquired substantially all of the assets of Shaw Energy Delivery Services, Inc. on
September 1, 2008, and this acquisition could have a negative effect on our business and results of
operations.
 We have incurred indebtedness under a senior credit facility, which may restrict our business
and operations, and restrict our future access to sufficient funding to finance desired growth.
    We are in the process of implementing a company-wide information technology (IT) solution
which could temporarily disrupt our day-to-day operations.
  11




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During the ordinary course of our business, we may become subject to lawsuits or indemnity
claims, which could materially and adversely affect our business and results of operations.
 Our failure to comply with or the imposition of liability under, environmental laws and
regulations could result in significant costs.
 Weather conditions can adversely affect our operations and, consequently, revenues. The
electric infrastructure servicing business is subject to seasonal variations, which may cause our
operating results to vary significantly from period to period and could cause the market price of
our stock to fall.
 Our results of operations could be adversely affected as a result of the impairment of
goodwill or other intangibles. Business Combinations
 Goodwill and Other Intangible Assets,
 Accounting for the Impairment or Disposal of Long-Lived Assets.
  12




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The market price of our stock may be influenced by many factors, some of which are beyond our
control.
 
    
    the failure of securities analysts to continue to cover our common stock or changes in
financial estimates or recommendations by analysts;
    
    announcements by us or our competitors of significant contracts, acquisitions or capital
commitments;
    
    changes in market valuation or earnings of our competitors;
    
    variations in quarterly operating results;
    
    availability of capital;
    
    general economic conditions;
    
    terrorist acts;
    
    legislation;
    
    future sales of our common stock; and
    
    investor perception of us and the electric utility industry.
  Shares eligible for future sale may cause the market price of our common stock to drop
significantly, even if our business is doing well.
    The concentration of our capital stock will limit other stockholders ability to influence
corporate matters.
  13




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Anti-takeover provisions of our charter and bylaws may reduce the likelihood of any potential
change of control or unsolicited acquisition proposal that stockholders might consider favorable.
 Utilities focus on power generation may temporarily divert attention and capital away from
maintenance projects we perform.
 Bonding indemnification requirements may change on existing or new contracts.
 Our financial results are based upon estimates and assumptions that may differ from actual
results
 
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
   14




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5.

    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information
  Fiscal 2008
    
    
    Fiscal 2007High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    24.39
    
    
    $
    17.59
    
    
    $
    19.90
    
    
    $
    14.35Second Quarter
    
    
    21.16
    
    
    
    13.99
    
    
    
    18.95
    
    
    
    14.45Third Quarter
    
    
    17.00
    
    
    
    12.75
    
    
    
    19.25
    
    
    
    15.31Fourth Quarter
    
    
    17.91
    
    
    
    12.99
    
    
    
    23.79
    
    
    
    17.72
  Dividend Policy
  Recent Sales of Unregistered Securities
  Performance Graph
 The following Performance Graph and related information shall not be deemed soliciting
material or to be filed with the Securities and Exchange Commission, nor shall such information
be incorporated by reference into any future filing under the Securities Act of 1933 or Securities
Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by
reference into such filing.
    15




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27-Jul-05
    
    
    31-Dec-05
    
    
    30-Jun-06
    
    
    31-Dec-06
    
    
    30-Jun-07
    
    
    31-Dec-07
    
    
    30-Jun-08Pike Electric Corp.
    
    $
    100
    
    
    $
    116
    
    
    $
    138
    
    
    $
    117
    
    
    $
    160
    
    
    $
    120
    
    
    $
    119S&P 500®
    
    $
    100
    
    
    $
    102
    
    
    $
    105
    
    
    $
    118
    
    
    $
    126
    
    
    $
    124
    
    
    $
    110Russell 2000
    
    $
    100
    
    
    $
    100
    
    
    $
    109
    
    
    $
    119
    
    
    $
    126
    
    
    $
    117
    
    
    $
    106Custom Composite Index
(four stocks)
    
    $
    100
    
    
    $
    108
    
    
    $
    133
    
    
    $
    142
    
    
    $
    217
    
    
    $
    182
    
    
    $
    203
 
    
    The Custom Composite Index (four stocks) consists of: Dycom Industries Inc., Infrasource
Services (through December 31, 2007), Mastec Inc and Quanta Services Inc.
    
    Note: Starting price in 27-Jul-05 is based on PEC IPO price.
   16




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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
   Years Ended June 30,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(in thousands, except per share amounts)Statement of Operations Data:Revenues
    
    $
    552,029
    
    
    $
    596,837
    
    
    $
    727,470
    
    
    $
    679,197
    
    
    $
    356,697Cost of operations (1)
    
    
    460,325
    
    
    
    499,422
    
    
    
    599,247
    
    
    
    585,354
    
    
    
    300,313Gross profit
    
    
    91,704
    
    
    
    97,415
    
    
    
    128,223
    
    
    
    93,843
    
    
    
    56,384General and administrative expenses (2)

    
    41,724
    
    
    
    46,486
    
    
    
    45,228
    
    
    
    47,867
    
    
    
    18,812Loss on sale and impairment of property and
equipment
    
    
    3,043
    
    
    
    1,052
    
    
    
    2,250
    
    
    
    585
    
    
    
    265Income from operations
    
    
    46,937
    
    
    
    49,877
    
    
    
    80,745
    
    
    
    45,391
    
    
    
    37,307Other expense (income):Interest expense (3)
    
    
    13,919
    
    
    
    19,799
    
    
    
    24,272
    
    
    
    40,217
    
    
    
    9,192Other, net
    
    
    (214
    )
    
    
    (236
    )
    
    
    (220
    )
    
    
    (109
    )
    
    
    (19
    )Total other expense
    
    
    13,705
    
    
    
    19,563
    
    
    
    24,052
    
    
    
    40,108
    
    
    
    9,173Income before income taxes from continuing
operations
    
    
    33,232
    
    
    
    30,314
    
    
    
    56,693
    
    
    
    5,283
    
    
    
    28,134Income tax expense
    
    
    12,983
    
    
    
    11,957
    
    
    
    22,324
    
    
    
    8,469
    
    
    
    11,276Income (loss) from continuing operations
    
    
    20,249
    
    
    
    18,357
    
    
    
    34,369
    
    
    
    (3,186
    )
    
    
    16,858Loss from discontinued operations, net of
taxes (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (330
    )Net income (loss)
    
    $
    20,249
    
    
    $
    18,357
    
    
    $
    34,369
    
    
    $
    (3,186
    )
    
    $
    16,528Basic earnings (loss) from continuing
operations per common share:Weighted average basic common shares
outstanding
    
    
    32,810
    
    
    
    32,416
    
    
    
    31,023
    
    
    
    27,709
    
    
    
    24,437Income (loss) from continuing operations
    
    $
    0.62
    
    
    $
    0.57
    
    
    $
    1.11
    
    
    $
    (0.11
    )
    
    $
    0.69Diluted earnings (loss) from continuing
operations per common share:Weighted average diluted common shares
outstanding
    
    
    33,666
    
    
    
    33,366
    
    
    
    32,252
    
    
    
    27,709
    
    
    
    24,437Income (loss) from continuing operations
    
    $
    0.60
    
    
    $
    0.55
    
    
    $
    1.07
    
    
    $
    (0.11
    )
    
    $
    0.69
  17




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As of June 30,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(in thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    11,357
    
    
    $
    1,467
    
    
    $
    3,391
    
    
    $
    3,106
    
    
    $
    4,937Working capital
    
    
    71,413
    
    
    
    64,078
    
    
    
    78,995
    
    
    
    69,421
    
    
    
    41,497Property and equipment, net
    
    
    229,119
    
    
    
    267,740
    
    
    
    284,452
    
    
    
    281,842
    
    
    
    190,600Total assets
    
    
    510,263
    
    
    
    545,497
    
    
    
    589,966
    
    
    
    592,455
    
    
    
    287,096Total current liabilities
    
    
    71,023
    
    
    
    69,906
    
    
    
    73,884
    
    
    
    82,307
    
    
    
    38,502Total long-term liabilities
    
    
    218,288
    
    
    
    279,530
    
    
    
    345,350
    
    
    
    509,665
    
    
    
    199,311Mandatorily redeemable preferred stock

    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,810Total stockholders equity (5)
    
    
    220,952
    
    
    
    196,061
    
    
    
    170,732
    
    
    
    483
    
    
    
    49,283Cash dividend per share of common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Cost of operations for fiscal 2005 includes $21.1 million in deferred compensation charges
related to our acquisition of Red Simpson in July 2004.(2)
    
    General and administrative expenses for fiscal 2008, 2007 and 2006 includes stock
compensation expense of approximately $2.7 million, $1.9 million and $2.3 million,
respectively, related to the adoption of SFAS 123R as of July 1, 2005. General and
administrative expenses for fiscal 2005 include: (i) $4.2 million of compensation expense for
common stock options repurchased from our management in connection with our December 2004
recapitalization, (ii) a $4.0 million charge for the termination of our management agreement
with Lindsay Goldberg, and (iii) $2.6 million related to the purchase by members of Red
Simpsons management of restricted shares of common stock in connection with the acquisition
of Red Simpson, due to the acceleration of deferred compensation benefits and the subsequent
repurchase of a portion of that restricted stock in the December 2004 recapitalization.(3)
    
    Interest expense primarily includes interest expense related to outstanding debt. Other
interest expenses include (a) a $14.0 million charge in fiscal 2005 for the redemption of
preferred stock and (b) the write-off of unamortized deferred loan costs of $0.8 million, $1.1
million, $3.2 million and $6.7 million for fiscal 2008, 2007, 2006 and 2005, respectively,
resulting from the prepayment of debt.(4)
    
    Loss from discontinued operations, net of taxes, represents losses from our industrial
division, which ceased operations during the year ended June 30, 2004.(5)
    
    Total stockholders equity was effected in fiscal 2006 by our IPO, completed on August 1,
2005, of ten million shares of common stock, in which we received approximately $122.0 million
in net proceeds. Total stockholders equity was effected in fiscal 2005 by our sale of common
stock on July 1, 2004 for $71.0 million in connection with our acquisition of Red Simpson,
which was offset by our recapitalization in December 2004, pursuant to which we acquired
shares of our common stock for a total purchase price of $123.3 million.  18




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of our financial condition and results of operations
should be read in conjunction with our historical consolidated financial statements and related
notes thereto in Item 8 Financial Statements and Supplementary Data. The discussion below
contains forward-looking statements that are based upon our current expectations and are subject to
uncertainty and changes in circumstances. Actual results may differ materially from these
expectations due to inaccurate assumptions and known or unknown risks and uncertainties, including
those identified in Risk Factors.
 Overview
  Services
    Core
    
    
    Percentage
    
    
    Storm
    
    
    PercentageFiscal
    
    Powerline
    
    
    of Total
    
    
    Restoration
    
    
    of Total
    
    
    TotalYear
    
    Services
    
    
    Revenues
    
    
    Services
    
    
    Revenues
    
    
    Revenues(In millions)
    
    
    
    
    
    
    (In millions)
    
    
    
    
    
    
    (In millions)2004
    
    $
    313.7
    
    
    
    87.9
    %
    
    $
    43.0
    
    
    
    12.1
    %
    
    $
    356.72005
    
    
    530.0
    
    
    
    78.0
    %
    
    
    149.2
    
    
    
    22.0
    %
    
    
    679.22006
    
    
    542.2
    
    
    
    74.5
    %
    
    
    185.3
    
    
    
    25.5
    %
    
    
    727.52007
    
    
    543.6
    
    
    
    91.1
    %
    
    
    53.2
    
    
    
    8.9
    %
    
    
    596.82008
    
    
    502.6
    
    
    
    91.1
    %
    
    
    49.4
    
    
    
    8.9
    %
    
    
    552.0
 Seasonality; Fluctuations of Results
  Inflation
   19




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##### Table of Contents



Basis of Reporting
 Revenues.
  Cost of Operations.
 General and Administrative Expenses.
 Interest Expense and Other, Net.
 Critical Accounting Policies
  Revenue Recognition.
  Allowance for Doubtful Accounts.
  20




---



##### Table of Contents



Property, Plant and Equipment and Impairment of Long-Lived Assets.
 Accounting for the Impairment or Disposal of Long-Lived Assets.
 Valuation of Goodwill and Other Intangible Assets. Business
Combinations Recognition of Customer Relationship Intangible Assets Acquired in a Business
Combination.
 Goodwill and Other Intangible Assets
   Insurance and Claims Accruals.
  21




---



##### Table of Contents



Stock-Based Compensation. Share-Based Payment Accounting for Stock Based Compensation Accounting for Stock Issued to Employees Statement of Cash
Flows
    Results of Operations
  Years Ended June 30,2008
    
    
    2007
    
    
    2006(dollars in millions)Revenues:Core powerline services
    
    $
    502.6
    
    
    
    91.1
    %
    
    $
    543.6
    
    
    
    91.1
    %
    
    $
    542.2
    
    
    
    74.5
    %Storm restoration services
    
    
    49.4
    
    
    
    8.9
    
    
    
    53.2
    
    
    
    8.9
    
    
    
    185.3
    
    
    
    25.5Total revenues
    
    $
    552.0
    
    
    
    100.0
    %
    
    $
    596.8
    
    
    
    100.0
    %
    
    $
    727.5
    
    
    
    100.0
    %Cost of operations
    
    
    460.3
    
    
    
    83.4
    
    
    
    499.4
    
    
    
    83.7
    
    
    
    599.3
    
    
    
    82.4Gross profit
    
    
    91.7
    
    
    
    16.6
    
    
    
    97.4
    
    
    
    16.3
    
    
    
    128.2
    
    
    
    17.6General and administrative expenses

    
    41.7
    
    
    
    7.6
    
    
    
    46.5
    
    
    
    7.8
    
    
    
    45.2
    
    
    
    6.2Loss on sale and impairment of property
and equipment
    
    
    3.1
    
    
    
    0.5
    
    
    
    1.0
    
    
    
    0.2
    
    
    
    2.3
    
    
    
    0.3Income from operations
    
    
    46.9
    
    
    
    8.5
    %
    
    
    49.9
    
    
    
    8.4
    %
    
    
    80.7
    
    
    
    11.1
    %Interest expense and other
    
    
    13.7
    
    
    
    2.5
    
    
    
    19.6
    
    
    
    3.3
    
    
    
    24.0
    
    
    
    3.3Income before income tax
    
    
    33.2
    
    
    
    6.0
    
    
    
    30.3
    
    
    
    5.1
    
    
    
    56.7
    
    
    
    7.8Income tax expense
    
    
    13.0
    
    
    
    2.3
    
    
    
    11.9
    
    
    
    2.0
    
    
    
    22.3
    
    
    
    3.1Net income
    
    $
    20.2
    
    
    
    3.7
    %
    
    $
    18.4
    
    
    
    3.1
    %
    
    $
    34.4
    
    
    
    4.7
    %
  22




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##### Table of Contents



Year Ended June 30, 2008 Compared to Year Ended June 30, 2007
 Revenues.
   Gross Profit.
 General and Administrative Expenses.
 Loss
on Sale and Impairment of Property and Equipment .
 Interest Expense and Other, Net.
 Income Tax Expense.
 Net Income .
 Year Ended June 30, 2007 Compared to Year Ended June 30, 2006
 Revenues.
    23




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##### Table of Contents



Gross Profit.
 General and Administrative Expenses.
 Loss
on Sale and Impairment of Property and Equipment .
 Interest Expense and Other, Net.
 Income Tax Expense.
 Net
Income .
 Liquidity and Capital Resources
      24




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##### Table of Contents



Changes in Cash Flows: 2008 Compared to 2007
 Year Ended June 30,2008
    
    
    2007(in millions)Net cash provided by operating activities
    
    $
    55.8
    
    
    $
    78.5Net cash provided by (used in) investing activities
    
    $
    2.6
    
    
    $
    (22.6
    )Net cash used in financing activities
    
    $
    (48.5
    )
    
    $
    (57.8
    )
    Changes in Cash Flows: 2007 Compared to 2006
 Year Ended June 30,2007
    
    
    2006(in millions)Net cash provided by operating activities
    
    $
    78.5
    
    
    $
    74.9Net cash used in investing activities
    
    $
    (22.6
    )
    
    $
    (40.9
    )Net cash used in financing activities
    
    $
    (57.8
    )
    
    $
    (33.7
    )
    Capital Expenditures
  EDS Acquisition
   25




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##### Table of Contents



Senior Credit Facility
   
    
    a minimum cash interest coverage ratio, based upon the ratio of consolidated EBITDA to
consolidated cash interest expense, of at least 3.50 to 1.00; and
    
    a maximum leverage ratio, based upon the ratio of consolidated funded debt to
consolidated EBITDA, of 3.75 to 1.00 for the quarter ending June 30, 2008, and declining
ratios on an annual basis thereafter.
  Contractual Obligations and Other Commitments
  Payment Obligations by Fiscal Year Ended June 30,Total
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Thereafter(in millions)Long-term debt obligations (1)

    $
    140.5
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    140.5
    
    
    $
    Capital lease obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest payment obligations (2)

    
    28.4
    
    
    
    8.0
    
    
    
    7.3
    
    
    
    5.8
    
    
    
    5.7
    
    
    
    1.6
    
    
    
    Operating lease obligations
    
    
    12.6
    
    
    
    2.1
    
    
    
    1.9
    
    
    
    1.9
    
    
    
    1.7
    
    
    
    1.7
    
    
    
    3.3Purchase obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferred compensation (3)
    
    
    13.4
    
    
    
    3.7
    
    
    
    1.4
    
    
    
    
    
    
    
    
    
    
    
    1.7
    
    
    
    6.6Total
    
    $
    194.9
    
    
    $
    13.8
    
    
    $
    10.6
    
    
    $
    7.7
    
    
    $
    7.4
    
    
    $
    145.5
    
    
    $
    9.9
 
 (1)
    
    Includes only obligations to pay principal not interest expense.(2)
    
    Represents estimated interest payments to be made on our variable rate debt. All interest
payments assume that principal payments are made as originally scheduled. Interest rates
utilized to determine interest payments for variable rate debt are based upon our current term
loan interest rate and include the impact of our interest rate swaps. For more information,
see Note 6 of the Notes to Consolidated Financial Statements.(3)
    
    For a description of the deferred compensation obligation, see Note 13 of the Notes to
Consolidated Financial Statements.  26




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##### Table of Contents



Off-Balance Sheet Arrangements
    Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB No. 51
 Disclosures about Derivative Instruments and
Hedging Activities. Accounting for Derivative Instruments and Hedging Activities,
 FORWARD-LOOKING STATEMENTS
   27




---



##### Table of Contents




    
    our belief that future growth in demand for services generally will be driven by
increased demand for electricity due to growth in electricity consumption and increased
outsourcing by power suppliers and the need to correct the inadequacy of aging electric
infrastructure;
    
    our belief that our acquisition of EDS will expand our service offering to include
engineering, design and construction of the distribution,
transmission;
    
    our belief that outsourcing by electric companies will continue in the future;
    
    our belief that the lawsuits, claims or other proceedings to which we are subject in the
ordinary course of business will not have a material adverse effect on our results of
operation or financial position;
    
    our expectation that our capital expenditures will range from
$30 million to $40 million for the year ended June 30, 2009 and our intention to fund those
expenditures from operating cash flow and available cash and cash equivalents;
    
    our belief that that our business will benefit from any increase in spending in the
transmission infrastructure due to the associated increases in maintenance, extension and
upgrade of distribution and sub-500 kV transmission lines;
    
    our intention to continue to increase our penetration and market share within our
existing service territory by expanding our existing customer relationships, attracting new
customers and pursuing selective acquisitions;
    
    our belief that our quality service, modern fleet, regional presence, storm restoration
capabilities and strong safety record will enable us to develop our business with both
existing and prospective customers as they further outsource their servicing needs;
    
    our intention to continue to grow our business by seeking new opportunities from our
existing customers that have operations outside our current service territory, capturing
new customers in other geographic markets and pursuing selective acquisitions;
    
    our belief that we will be in a position to capture a significant share of the expected
increased amount of work in our target market by focusing on the distribution and sub-500
kV transmission sector of the industry and providing high-quality services to our
customers;
    
    our belief that we are well positioned to benefit from expected long-term industry
trends;
    
    our belief that the demand for skilled line workers will increase dramatically over the
next five to ten years and our intention to continue to focus on employee development and
retention;
    
    our consideration of different alternatives for implementing a comprehensive information
technology solution that would improve and enhance our information systems and give us a
technological advantage over competitors in our industry;
    
    our belief that provisions in the Energy Policy Act of 2005 (i) will lead to a more
efficient permitting process, which should encourage investment in the transmission system,
(ii) could spur investment interest from non-utility entities, which are likely to focus on
reducing costs, while enabling utilities to focus on their core competencies, (iii) will
create a more profitable situation for transmission system owners, (iv) will promote
increased transmission construction and help ensure reliability in certain regions of the
country, and (v) could lead to increased interest in outsourcing solutions;
    
    our expectation that a substantial portion of our total revenues will continue to be
derived from a limited group of customers given the composition of the utilities,
cooperatives and municipalities in our geographical market;
    
    our belief that core powerline revenues will decline in periods of storm restoration;
and
    
    our belief that our cash flow from operations, available cash and cash equivalents, and
borrowings available under our senior credit facility will be adequate to meet our ordinary
course liquidity needs for the foreseeable future.
   28




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
   Diesel Fuel Risk
    29




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageManagements Report on Internal Control Over Financial Reporting
    
    
    31Report of Independent Registered Public Accounting Firm on:Consolidated Financial Statements
    
    
    32Internal Controls over Financial Reporting
    
    
    33Consolidated Balance Sheets
    
    
    34Consolidated Statements of Income
    
    
    35Consolidated Statements of Stockholders Equity
    
    
    36Consolidated Statements of Cash Flows
    
    
    37Notes to Consolidated Financial Statements
    
    
    38
  30




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##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
       31




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders of  Pike Electric Corporation
     /s/ Ernst & Young LLP 
  32




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 The Board of Directors and Shareholders of  Pike Electric Corporation
       /s/ Ernst & Young LLP 
  33




---



##### Table of Contents



PIKE ELECTRIC CORPORATION
 
 CONSOLIDATED BALANCE SHEETS
(in thousands, except par value amounts)
 June 30,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    11,357
    
    
    $
    1,467Accounts receivable from customers, net
    
    
    62,224
    
    
    
    59,603Work completed not billed
    
    
    40,013
    
    
    
    44,527Inventories
    
    
    8,343
    
    
    
    8,535Prepaid expenses and other
    
    
    5,123
    
    
    
    6,219Deferred income taxes
    
    
    15,376
    
    
    
    13,633Total current assets
    
    
    142,436
    
    
    
    133,984Property and equipment, net
    
    
    229,119
    
    
    
    267,740Goodwill
    
    
    94,402
    
    
    
    94,402Other intangibles, net
    
    
    40,065
    
    
    
    43,228Deferred loan costs, net
    
    
    2,778
    
    
    
    4,482Other assets
    
    
    1,463
    
    
    
    1,661Total assets
    
    $
    510,263
    
    
    $
    545,497LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    10,867
    
    
    $
    8,503Accrued compensation
    
    
    22,157
    
    
    
    20,597Accrued expenses and other
    
    
    5,018
    
    
    
    4,447Income taxes payable
    
    
    442
    
    
    
    6,146Current portion of deferred compensation
    
    
    3,666
    
    
    
    3,544Current portion of insurance and claim accruals
    
    
    28,873
    
    
    
    26,669Total current liabilities
    
    
    71,023
    
    
    
    69,906Long-term debt
    
    
    140,500
    
    
    
    191,500Insurance and claim accruals, net of current portion
    
    
    7,989
    
    
    
    10,894Deferred compensation, net of current portion
    
    
    6,283
    
    
    
    9,315Deferred income taxes
    
    
    62,416
    
    
    
    67,259Other liabilities
    
    
    1,100
    
    
    
    562Commitments and contingenciesStockholders equity:Preferred stock, par value $0.001 per share; 100,000 authorized
shares; no shares issued and outstanding
    
    
    
    
    
    
    Common stock, par value $0.001 per share; 100,000 authorized
shares; 33,183 and 32,916 shares issued and outstanding at
June 30, 2008 and 2007, respectively
    
    
    6,427
    
    
    
    6,426Additional paid-in capital
    
    
    148,288
    
    
    
    142,849Accumulated other comprehensive loss, net of taxes
    
    
    (806
    )
    
    
    (8
    )Retained earnings
    
    
    67,043
    
    
    
    46,794Total stockholders equity
    
    
    220,952
    
    
    
    196,061Total liabilities and stockholders equity
    
    $
    510,263
    
    
    $
    545,497
   34




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##### Table of Contents



PIKE ELECTRIC CORPORATION
 
 CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share amounts)
 Years Ended June 30,2008
    
    
    2007
    
    
    2006Revenues
    
    $
    552,029
    
    
    $
    596,837
    
    
    $
    727,470Cost of operations
    
    
    460,325
    
    
    
    499,422
    
    
    
    599,247Gross profit
    
    
    91,704
    
    
    
    97,415
    
    
    
    128,223General and administrative expenses
    
    
    41,724
    
    
    
    46,486
    
    
    
    45,228Loss on sale and impairment of property and equipment
    
    
    3,043
    
    
    
    1,052
    
    
    
    2,250Income from operations
    
    
    46,937
    
    
    
    49,877
    
    
    
    80,745Other expense (income):Interest expense
    
    
    13,919
    
    
    
    19,799
    
    
    
    24,272Other, net
    
    
    (214
    )
    
    
    (236
    )
    
    
    (220
    )Total other expense
    
    
    13,705
    
    
    
    19,563
    
    
    
    24,052Income before income taxes
    
    
    33,232
    
    
    
    30,314
    
    
    
    56,693Income tax expense
    
    
    12,983
    
    
    
    11,957
    
    
    
    22,324Net income
    
    $
    20,249
    
    
    $
    18,357
    
    
    $
    34,369Earnings per share:Basic
    
    $
    0.62
    
    
    $
    0.57
    
    
    $
    1.11Diluted
    
    $
    0.60
    
    
    $
    0.55
    
    
    $
    1.07Shares used in computing earnings per share:Basic
    
    
    32,810
    
    
    
    32,416
    
    
    
    31,023Diluted
    
    
    33,666
    
    
    
    33,366
    
    
    
    32,252
   35




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##### Table of Contents



PIKE ELECTRIC CORPORATION
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
(in thousands)
 Common
    
    
    
    
    
    
    Additional
    
    
    Unearned
    
    
    Other
    
    
    
    
    
    
    TotalStock
    
    
    Common
    
    
    Paid-In
    
    
    Stock
    
    
    Comprehensive
    
    
    Retained
    
    
    StockholdersShares
    
    
    Stock
    
    
    Capital
    
    
    Compensation
    
    
    Loss
    
    
    Earnings
    
    
    EquityBalance June 30, 2005
    
    
    21,484
    
    
    $
    6,415
    
    
    $
    105
    
    
    $
    (879
    )
    
    
    
    
    
    $
    (5,158
    )
    
    $
    483Reclassification upon adoption of SFAS 123R
    
    
    
    
    
    
    
    
    
    
    (105
    )
    
    
    879
    
    
    
    
    
    
    
    (774
    )
    
    
    Net proceeds from the sale of common stock
    
    
    10,000
    
    
    
    10
    
    
    
    124,930
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    124,940Employee stock compensation plans, net
    
    
    1,093
    
    
    
    1
    
    
    
    10,939
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,940Net income and comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,369
    
    
    
    34,369Balance June 30, 2006
    
    
    32,577
    
    
    $
    6,426
    
    
    $
    135,869
    
    
    $
    
    
    
    
    
    
    
    $
    28,437
    
    
    $
    170,732Employee stock compensation plans, net
    
    
    339
    
    
    
    
    
    
    
    6,980
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,980Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,357
    
    
    
    18,357Loss on derivative instruments, net of income
taxes of ($4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (8
    )
    
    
    
    
    
    
    (8
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    18,357
    
    
    
    18,349Balance June 30, 2007
    
    
    32,916
    
    
    $
    6,426
    
    
    $
    142,849
    
    
    $
    
    
    
    $
    (8
    )
    
    $
    46,794
    
    
    $
    196,061Employee stock compensation plans, net
    
    
    267
    
    
    
    1
    
    
    
    5,439
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,440Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,249
    
    
    
    20,249Loss on derivative instruments, net of income
taxes of ($512)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (798
    )
    
    
    
    
    
    
    (798
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (798
    )
    
    
    20,249
    
    
    
    19,451Balance June 30, 2008
    
    
    33,183
    
    
    $
    6,427
    
    
    $
    148,288
    
    
    $
    
    
    
    $
    (806
    )
    
    $
    67,043
    
    
    $
    220,952
   36




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##### Table of Contents



PIKE ELECTRIC CORPORATION
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 Years ended June 30,2008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    20,249
    
    
    $
    18,357
    
    
    $
    34,369Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    36,042
    
    
    
    39,791
    
    
    
    37,582Non-compete litigation settlement
    
    
    
    
    
    
    3,551
    
    
    
    Non-cash interest expense
    
    
    2,946
    
    
    
    3,241
    
    
    
    4,962Deferred income taxes
    
    
    (6,074
    )
    
    
    (6,243
    )
    
    
    (5,571
    )Loss on sale and impairment of property and equipment
    
    
    3,043
    
    
    
    1,052
    
    
    
    2,250Equity compensation expense
    
    
    2,903
    
    
    
    2,629
    
    
    
    3,241Excess tax benefit from stock-based compensation
    
    
    (976
    )
    
    
    (1,335
    )
    
    
    (4,024
    )Changes in operating assets and liabilities:Accounts receivable and work completed not billed
    
    
    1,893
    
    
    
    18,929
    
    
    
    1,592Inventories, prepaid expenses and other
    
    
    1,588
    
    
    
    1,196
    
    
    
    5,236Insurance and claim accruals
    
    
    (701
    )
    
    
    5,258
    
    
    
    13,884Accounts payable and other
    
    
    (1,006
    )
    
    
    1,475
    
    
    
    (9,800
    )Deferred compensation
    
    
    (4,153
    )
    
    
    (9,428
    )
    
    
    (8,793
    )Net cash provided by operating activities
    
    
    55,754
    
    
    
    78,473
    
    
    
    74,928Cash flows from investing activities:Purchases of property and equipment
    
    
    (8,568
    )
    
    
    (32,117
    )
    
    
    (50,245
    )Net proceeds from sale of property and equipment
    
    
    11,166
    
    
    
    9,532
    
    
    
    9,369Net cash provided by (used in) investing activities
    
    
    2,598
    
    
    
    (22,585
    )
    
    
    (40,876
    )Cash flows from financing activities:Principal payments on long-term debt
    
    
    (51,000
    )
    
    
    (57,500
    )
    
    
    (159,000
    )Borrowings under revolving credit facility
    
    
    2,800
    
    
    
    
    
    
    
    33,500Repayments under revolving credit facility
    
    
    (2,800
    )
    
    
    (4,500
    )
    
    
    (40,500
    )Net proceeds from sale of common stock
    
    
    
    
    
    
    
    
    
    
    124,941Proceeds
from exercise of stock options and employee stock purchases
    
    
    1,562
    
    
    
    3,015
    
    
    
    3,924Excess tax benefit from stock-based compensation
    
    
    976
    
    
    
    1,335
    
    
    
    4,024Deferred loan costs
    
    
    
    
    
    
    (162
    )
    
    
    (656
    )Net cash used in financing activities
    
    
    (48,462
    )
    
    
    (57,812
    )
    
    
    (33,767
    )Net increase (decrease) in cash and cash equivalents
    
    
    9,890
    
    
    
    (1,924
    )
    
    
    285Cash and cash equivalents beginning of year
    
    
    1,467
    
    
    
    3,391
    
    
    
    3,106Cash and cash equivalents end of year
    
    $
    11,357
    
    
    $
    1,467
    
    
    $
    3,391
   37




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##### Table of Contents



PIKE ELECTRIC CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 For the years ended June 30, 2008, 2007 and 2006
(in thousands, except per share amounts)
 1. Organization and Business
     For the Years Ended June 30,2008
    
    
    2007
    
    
    2006Core powerline services
    
    $
    502,632
    
    
    
    91.1
    %
    
    $
    543,570
    
    
    
    91.1
    %
    
    $
    542,166
    
    
    
    74.5
    %Storm restoration services
    
    
    49,397
    
    
    
    8.9
    
    
    
    53,267
    
    
    
    8.9
    
    
    
    185,304
    
    
    
    25.5Total
    
    $
    552,029
    
    
    
    100.0
    %
    
    $
    596,837
    
    
    
    100.0
    %
    
    $
    727,470
    
    
    
    100.0
    %
  2. Summary of Significant Accounting Policies
 Principles of Consolidation
  Use of Estimates
   38




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##### Table of Contents



Reclassifications
  Cash and Cash Equivalents
  Revenue Recognition
   Allowance for Doubtful Accounts
   Inventories
  Property and Equipment
   39




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##### Table of Contents



Accounting for the Impairment or Disposal of Long-Lived Assets.
 Valuation of Goodwill and Other Intangible Assets
 Business Combinations Recognition of
Customer Relationship Intangible Assets Acquired in a Business Combination.
 Goodwill and Other Intangible Assets,
   40




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##### Table of Contents



Insurance and Claim Accruals
   Stock-Based Compensation
 Share-Based Payment Accounting for Stock Based Compensation (APB No. 25) Accounting for Stock Issued to Employees Statement of Cash Flows
   Advertising and Promotion
  Earnings Per Share
  Deferred Loan Costs
   41




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##### Table of Contents



Derivatives
 Accounting for Derivative Instruments and Hedging Activities
 Income Taxes
 Accounting for Income Taxes.
 Recent Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115
 Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB No. 51
  42




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##### Table of Contents



Disclosures about Derivative Instruments and
Hedging Activities. Accounting for Derivative Instruments and Hedging Activities,
 3. Change in Capital Structure and Initial Public Offering
   4. Property and Equipment
  Estimated Useful
    
    June 30,Lives in Years
    
    2008
    
    
    2007Land
    
    
    
    $
    2,921
    
    
    $
    3,088Buildings
    
    15-39
    
    
    26,701
    
    
    
    26,744Vehicles
    
    5-12
    
    
    269,653
    
    
    
    294,997Machinery and equipment
    
    3-19
    
    
    86,566
    
    
    
    100,291Office equipment, furniture and software
    
    3-7
    
    
    11,565
    
    
    
    8,329Total
    
    
    
    
    397,406
    
    
    
    433,449Less: accumulated depreciation
    
    
    
    
    (168,287
    )
    
    
    (165,709
    )Property and equipment, net
    
    
    
    $
    229,119
    
    
    $
    267,740
     43




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##### Table of Contents



5. Goodwill and Other Intangible Assets
   Customer
    
    
    Customer
    
    
    Non-CompeteRelationships
    
    
    Arrangements
    
    
    Agreements
    
    
    TotalJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Gross carrying value
    
    $
    43,220
    
    
    $
    43,220
    
    
    $
    6,990
    
    
    $
    6,990
    
    
    $
    5,500
    
    
    $
    5,500
    
    
    $
    55,710
    
    
    $
    55,710Accumulated
amortization
    
    
    (6,211
    )
    
    
    (3,658
    )
    
    
    (6,990
    )
    
    
    (6,990
    )
    
    
    (2,444
    )
    
    
    (1,833
    )
    
    
    (15,645
    )
    
    
    (12,481
    )Net intangible
assets
    
    $
    37,009
    
    
    $
    39,562
    
    
    $
    
    
    
    $
    
    
    
    $
    3,056
    
    
    $
    3,667
    
    
    $
    40,065
    
    
    $
    43,229
   Years Ended June 30,
    
    Amount2009
    
    $
    3,1322010
    
    
    3,0442011
    
    
    2,8892012
    
    
    2,7632013
    
    
    2,678Thereafter
    
    
    25,559Total
    
    $
    40,065
 6. Debt
  June 30,2008
    
    
    2007Revolving credit facility
    
    $
    
    
    
    $
    Long-term debt:$300 million term loan
    
    $
    89,534
    
    
    $
    122,034$150 million term loan
    
    
    50,966
    
    
    
    69,466140,500
    
    
    
    191,500Less: current portion
    
    
    
    
    
    
    Long-term debt
    
    $
    140,500
    
    
    $
    191,500
    44




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##### Table of Contents



7. Derivative Instruments, Other Comprehensive Income and Comprehensive Income
  Interest Rate Risk
    45




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##### Table of Contents



Diesel Fuel Risk
     Accumulated OCI
  For the Years Ended June 30,2008
    
    
    2007Net accumulated derivative loss deferred at beginning of year
    
    $
    (8
    )
    
    $
    Deferral of net derivative loss in accumulated other
comprehensive loss
    
    
    (900
    )
    
    
    (161
    )Reclassification of net derivative loss to income
    
    
    102
    
    
    
    153Net accumulated derivative loss at end of year
    
    $
    (806
    )
    
    $
    (8
    )
   46




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##### Table of Contents



Comprehensive Income
  For the Years Ended June 30,2008
    
    
    2007Net income
    
    $
    20,249
    
    
    $
    18,357Diesel fuel cash flow hedge, net of income
taxes of $4 and ($4), respectively
    
    
    8
    
    
    
    (8
    )Interest rate cash flow hedges, net of income
taxes of ($516)
    
    
    (806
    )
    
    
    Comprehensive income
    
    $
    19,451
    
    
    $
    18,349
 8. Income Taxes
  Years Ended June 30,2008
    
    
    2007
    
    
    2006Current
    
    $
    19,052
    
    
    $
    18,200
    
    
    $
    27,895Deferred
    
    
    (6,069
    )
    
    
    (6,243
    )
    
    
    (5,571
    )Total
    
    $
    12,983
    
    
    $
    11,957
    
    
    $
    22,324
  June 30,2008
    
    
    2007Deferred tax liabilities:Tax over book depreciation
    
    $
    (61,932
    )
    
    $
    (67,042
    )Tax over book amortization
    
    
    (10,649
    )
    
    
    (11,330
    )Other
    
    
    (377
    )
    
    
    (299
    )Total deferred tax liabilities
    
    
    (72,958
    )
    
    
    (78,671
    )Deferred tax assets:Deferred compensation
    
    
    3,886
    
    
    
    5,023Self-insurance accruals
    
    
    14,061
    
    
    
    13,463Accrued vacation
    
    
    2,223
    
    
    
    2,277Other
    
    
    5,748
    
    
    
    4,282Total deferred tax assets
    
    
    25,918
    
    
    
    25,045Net deferred tax liabilities
    
    $
    (47,040
    )
    
    $
    (53,626
    )
  47




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##### Table of Contents



June 30,2008
    
    
    2007Current assets
    
    $
    15,376
    
    
    $
    13,633Non-current liabilities
    
    
    (62,416
    )
    
    
    (67,259
    )Net deferred tax liabilities
    
    $
    (47,040
    )
    
    $
    (53,626
    )
  Years Ended June 30,2008
    
    
    2007
    
    
    2006Computed tax at federal
statutory rate
    
    $
    11,631
    
    
    
    35.0
    %
    
    $
    10,610
    
    
    
    35.0
    %
    
    $
    19,843
    
    
    
    35.0
    %State income taxes, net of
federal benefit
    
    
    1,393
    
    
    
    4.2
    %
    
    
    1,269
    
    
    
    4.2
    %
    
    
    2,352
    
    
    
    4.2
    %Other
    
    
    (41
    )
    
    
    (0.1
    )%
    
    
    78
    
    
    
    0.2
    %
    
    
    129
    
    
    
    0.2
    %Net income tax expense
    
    $
    12,983
    
    
    
    39.1
    %
    
    $
    11,957
    
    
    
    39.4
    %
    
    $
    22,324
    
    
    
    39.4
    %
      9. Employee Benefit Plans
   48




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##### Table of Contents



10. Stock-Based Compensation
 Overview
      Stock Options
  Years Ended June 30,2008
    
    2007
    
    2006Dividend yield
    
    
    
    
    
    Risk-free interest rate
    
    3.21% - 3.53%
    
    4.64% - 4.92%
    
    4.06% - 5.05%Expected volatility
    
    0.36 - 0.38
    
    0.29 - 0.30
    
    0.29Expected life
    
    6.0 - 6.5 years
    
    5.0 - 6.5 years
    
    6.5 years
   49




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##### Table of Contents



Weighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateExercise
    
    
    Remaining
    
    
    IntrinsicOptions
    
    
    Price
    
    
    Life (years)
    
    
    ValueOptions outstanding, June 30, 2007
    
    
    2,744
    
    
    $
    9.41Exercised
    
    
    (198
    )
    
    
    5.09Forfeited
    
    
    (30
    )
    
    
    15.70Granted
    
    
    128
    
    
    
    15.59Options outstanding, June 30, 2008
    
    
    2,644
    
    
    $
    9.96
    
    
    
    6.2
    
    
    $
    18,212Options vested and expected to vest,
June 30, 2008
    
    
    2,518
    
    
    $
    9.76
    
    
    
    6.1
    
    
    $
    17,829Options exercisable, June 30, 2008
    
    
    1,511
    
    
    $
    6.59
    
    
    
    5.2
    
    
    $
    15,136
    Other Stock-Based Compensation
  WeightedAverage Grant-Shares
    
    
    Date Fair ValueNon-vested shares, June 30, 2007
    
    
    303
    
    
    $
    12.60Granted
    
    
    28
    
    
    $
    16.45Vested
    
    
    (36
    )
    
    $
    8.74Forfeited
    
    
    (5
    )
    
    $
    15.05Non-vested shares, June 30, 2008
    
    
    290
    
    
    $
    13.40
    50




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##### Table of Contents



Employee Stock Purchase Plan
  11. Earnings Per Share
  Years Ended June 30,2008
    
    
    2007
    
    
    2006Basic:Net income
    
    $
    20,249
    
    
    $
    18,357
    
    
    $
    34,369Weighted average common shares
    
    
    32,810
    
    
    
    32,416
    
    
    
    31,023Basic earnings per share
    
    $
    0.62
    
    
    $
    0.57
    
    
    $
    1.11Diluted:Net income
    
    $
    20,249
    
    
    $
    18,357
    
    
    $
    34,369Weighted average common shares
    
    
    32,810
    
    
    
    32,416
    
    
    
    31,023Potential common stock arising from stock options and
restricted stock
    
    
    856
    
    
    
    950
    
    
    
    1,229Weighted average common shares  diluted
    
    
    33,666
    
    
    
    33,366
    
    
    
    32,252Diluted earnings per share
    
    $
    0.60
    
    
    $
    0.55
    
    
    $
    1.07
  12. Leases
  2009
    
    $
    2,0482010
    
    
    1,9042011
    
    
    1,8472012
    
    
    1,7452013
    
    
    1,716Thereafter
    
    
    3,299$
    12,559
   51




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##### Table of Contents



13. Deferred Compensation
     2009
    
    $
    3,7092010
    
    
    1,4022011
    
    
    2012
    
    
    2013
    
    
    1,659Thereafter
    
    
    6,602Total
    
    
    13,372Less amount representing interest
    
    
    (3,423
    )Present value of expected payments
    
    
    9,949Less current portion
    
    
    (3,666
    )Deferred compensation, net of current portion
    
    $
    6,283
 14. Financial Instruments
 Concentrations of Credit Risk
    52




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##### Table of Contents



Off-Balance Sheet Risk
  Fair Value of Financial Instruments
  15. Related Party Transactions and Agreements
 Stockholders Agreement
  Restrictions on Transfer of Shares.
 Corporate Governance.
 Registration Rights.
 16. Commitments and Contingencies
 Litigation
   53




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##### Table of Contents



Performance Bonds
  17. Quarterly DataUnaudited
  Quarter EndedSeptember 30,
    
    
    December 31,
    
    
    March 31,
    
    
    June 30,Fiscal 2008:Revenues
    
    $
    139,735
    
    
    $
    143,116
    
    
    $
    131,362
    
    
    $
    137,816Gross profit
    
    
    23,278
    
    
    
    24,463
    
    
    
    20,755
    
    
    
    23,208Net income
    
    
    5,283
    
    
    
    5,079
    
    
    
    4,283
    
    
    
    5,603Basic earnings per share
    
    $
    0.16
    
    
    $
    0.15
    
    
    $
    0.13
    
    
    $
    0.17Diluted earnings per share
    
    $
    0.16
    
    
    $
    0.15
    
    
    $
    0.13
    
    
    $
    0.17Fiscal 2007:Revenues
    
    $
    149,855
    
    
    $
    148,369
    
    
    $
    154,272
    
    
    $
    144,341Gross profit
    
    
    19,740
    
    
    
    24,512
    
    
    
    27,521
    
    
    
    25,641Net income
    
    
    1,602
    
    
    
    5,220
    
    
    
    5,964
    
    
    
    5,571Basic earnings per share
    
    $
    0.05
    
    
    $
    0.16
    
    
    $
    0.18
    
    
    $
    0.17Diluted earnings per share
    
    $
    0.05
    
    
    $
    0.16
    
    
    $
    0.18
    
    
    $
    0.17
  18. Subsequent Event
   54




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##### Table of Contents



ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
    
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
     55




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##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 a)
    
    Financial Information
 (1)
    
    Financial Statements: See Index to Consolidated Financial
Statements in Part II, Item 8 of this Form 10-K.(2)
    
    Financial Statement Schedule: See Schedule II  Valuation and
Qualifying Accounts of this Form 10-K.(3)
    
    ExhibitsSee (b) below.
 b)
    
    ExhibitsSee Exhibit Index on page 59.
  56




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##### Table of Contents



SIGNATURES
  PIKE ELECTRIC CORPORATION
(Registrant)Date: September 5, 2008
    By:
    /s/ J. Eric PikeJ. Eric PikeChairman, Chief Executive Officer and President  Signature
    
    Title
    
    Date/s/ J. Eric Pike

J. Eric Pike
    
    Chairman, Chief Executive Officer
and President
    
    September 5, 2008/s/ Anthony K. Slater

Anthony K. Slater
    
    Chief Financial Officer
    
    September 5, 2008/s/ Gary D. Waldman

Gary D. Waldman
    
    Chief Accounting Officer
    
    September 5, 2008/s/ Charles E. Bayless

Charles E. Bayless
    
    Director
    
    September 5, 2008/s/ Adam P. Godfrey

Adam P. Godfrey
    
    Director
    
    September 5, 2008/s/ James R. Helvey III

James R. Helvey III
    
    Director
    
    September 5, 2008/s/ Robert D. Lindsay

Robert D. Lindsay
    
    Director
    
    September 5, 2008/s/ Daniel J. Sullivan

Daniel  J. Sullivan
    
    Director
    
    September 5, 2008/s/ Louis F. Terhar

Louis F. Terhar
    
    Director
    
    September 5, 2008
  57




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##### Table of Contents



SCHEDULE II
 PIKE ELECTRIC CORPORATION
VALUATION AND QUALIFYING ACCOUNTS 
YEARS ENDED JUNE 30 2008, 2007 AND 2006
 Balance at
    
    
    Charged to
    
    
    
    
    
    
    Balance atBeginning
    
    
    Revenue or
    
    
    
    
    
    
    EndDescription
    
    of Period
    
    
    Expense
    
    
    Deductions
    
    

of Period(in thousands)Year ended June 30, 2008:Allowance for doubtful accounts
    
    $
    942
    
    
    $
    497
    
    
    $
    (740
    )(1)
    
    $
    699Insurance claim reserve
    
    
    39,295
    
    
    
    39,799
    
    
    
    (40,237
    )(2)
    
    
    38,857Year ended June 30, 2007:Allowance for doubtful accounts
    
    $
    2,432
    
    
    $
    520
    
    
    $
    (2,010
    )(1)
    
    $
    942Insurance claim reserve
    
    
    35,675
    
    
    
    40,010
    
    
    
    (36,390
    )(2)
    
    
    39,295Year ended June 30, 2006:Allowance for doubtful accounts
    
    $
    236
    
    
    $
    4,133
    
    
    $
    (1,937
    )(1)
    
    $
    2,432Insurance claim reserve
    
    
    22,353
    
    
    
    56,245
    
    
    
    (42,923
    )(2)
    
    
    35,675
 
 (1)
    
    Represents uncollectible accounts written off, net of recoveries.(2)
    
    Represents claim payments for self-insured claims.  58




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##### Table of Contents



EXHIBIT INDEX
 EXHIBITNO.
    
    DESCRIPTION2.1
    
    
    Asset Purchase Agreement dated June 18, 2008 by and among Pike
Electric, Inc., Shaw Energy Delivery Services, Inc., Pike Electric
Corporation and The Shaw Group, Inc., as amended on August 14,
2008 (Incorporated by reference to Exhibit 2.1 on our Form 8-K
filed September 3, 2008)3.1
    
    
    Certificate of Incorporation of Pike Electric Corporation
(Incorporated by reference to Exhibit 3.1 on our Registration
Statement on Form S-1/A filed July 11, 2005)3.2
    
    
    Bylaws of Pike Electric Corporation (Incorporated by reference to
Exhibit 3.2 on our Registration Statement on Form S-1/A filed July
11, 2005)4.1
    
    
    Specimen Stock Certificate (Incorporated by reference to Exhibit
4.1 on our Registration Statement on Form S-1/A filed July 22,
2005)10.1
    *
    
    2005 Employee Stock Purchase Plan (Incorporated by reference to
Exhibit 10.1 on our Registration Statement on Form S-1/A filed
June 3, 2005)10.2
    *
    
    2002 Stock Option Plan A (Incorporated by reference to Exhibit
10.2 on our Registration Statement on Form S-1/A filed June 3,
2005)10.3
    *
    
    2002 Stock Option Plan B (Incorporated by reference to Exhibit
10.3 on our Registration Statement on Form S-1/A filed June 3,
2005)10.4
    *
    
    2005 Omnibus Incentive Compensation Plan (Incorporated by
reference to Exhibit 10.15 on our Registration Statement on Form
S-1/A filed July 22, 2005)10.5
    *
    
    2008 Omnibus Incentive Compensation Plan (Incorporated by
reference to Exhibit 10.1 on our Form 8-K filed December 11, 2007)10.6
    
    
    Amended and Restated Credit Agreement, dated as of July 1, 2004,
among Pike Holdings, Inc., Pike Electric, Inc. and the lenders
party thereto (Incorporated by reference to Exhibit 10.4 on our
Registration Statement on Form S-1/A filed June 3, 2005)10.7
    
    
    First Amendment to the Amended and Restated Credit Agreement,
dated as of December 10, 2004, among Pike Holdings, Inc., Pike
Electric, Inc. and the lenders party thereto (Incorporated by
reference to Exhibit 10.5 on our Registration Statement on Form
S-1/A filed June 3, 2005)10.8
    
    
    Second Amendment to the Amended and Restated Credit Agreement,
dated as of June 27, 2005, among Pike Holdings, Inc., Pike
Electric, Inc. and the lenders party thereto (Incorporated by
reference to Exhibit 10.11 on our Registration Statement on Form
S-1/A filed July 11, 2005)10.9
    
    
    Third Amendment to the Amended and Restated Credit Agreement,
dated as of December 9, 2005, among Pike Holdings, Inc., Pike
Electric, Inc. and the lenders party thereto (Incorporated by
reference to Exhibit 10.1 on our Form 8-K filed December 13, 2005)10.10
    
    
    Fourth Amendment to the Amended and Restated Credit Agreement,
dated February 28, 2006, among Pike Electric Corporation, Pike
Electric, Inc. and the lenders party thereto (Incorporated by
reference to Exhibit 10.1 on our Form 10-Q filed May 12, 2006)10.11
    
    
    Fifth Amendment to the Amended and Restated Credit Agreement,
dated as of December 9, 2005, among Pike Holdings, Inc., Pike
Electric, Inc. and the lenders party thereto (Incorporated by
reference to Exhibit 10.1 on our Form 8-K filed November 16, 2006)10.12
    
    
    Revolving Commitment Increase Agreement, dated December 12, 2005,
by and between Pike Electric, Inc. and Bank of America, N.A.
(Incorporated by reference to Exhibit 10.2 on our Form 8-K filed
December 13, 2005)10.13
    
    
    Revolving Commitment Increase Agreement, dated December 12, 2005,
by and between Pike Electric, Inc. and First Tennessee Bank,
National Association (Incorporated by reference to Exhibit 10.3 on
our Form 8-K filed December 13, 2005)
  59




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##### Table of Contents



EXHIBITNO.
    
    DESCRIPTION10.14
    
    
    Stockholders Agreement, dated April 18, 2002, among Pike Holdings,
Inc., LGB Pike LLC, certain rollover holders and certain
management stockholders (Incorporated by reference to Exhibit 10.6
on our Registration Statement on Form S-1/A filed June 3, 2005)10.15
    
    
    Addendum, dated June 13, 2005, to the Stockholders Agreement dated
April 18, 2002, among Pike Holdings, Inc., LGB Pike LLC, certain
rollover holders and certain management stockholders (Incorporated
by reference to Exhibit 10.13 on our Registration Statement on
Form S-1/A filed July 11, 2005)10.16
    
    
    Amendment, dated July 21, 2005, to the Stockholders Agreement
dated April 18, 2002, among Pike Electric Corporation as successor
to Pike Holdings, Inc., LGB Pike II LLC as successor to LGB Pike
LLC, certain rollover holders and certain management stockholders
(Incorporated by reference to Exhibit 10.16 on our Registration
Statement on Form S-1/A filed July 22, 2005)10.17
    
    
    Management Advisory Services Agreement, dated April 18, 2002,
between Pike Electric, Inc. and Goldberg Lindsay & Co. LLC
(Incorporated by reference to Exhibit 10.7 on our Registration
Statement on Form S-1/A filed
June 3, 2005)10.18
    
    
    Amendment Agreement, dated as of July 1, 2004, to the Management
Advisory Services Agreement, dated April 18, 2002, between Pike
Electric, Inc. and Goldberg Lindsay & Co. LLC (Incorporated by
reference to Exhibit 10.8 on our Registration Statement on Form
S-1/A filed June 3, 2005)10.19
    
    
    Letter Agreement, dated as of March 15, 2002, between Joe B. Pike
and LGB Pike LLC (Incorporated by reference to Exhibit 10.10 on
our Registration Statement on Form S-1/A filed June 3, 2005)10.20
    
    
    Termination Agreement, dated as of June 23, 2005, between Pike
Electric, Inc. and Goldberg Lindsay & Co. LLC (Incorporated by
reference to Exhibit 10.12 on our Registration Statement on Form
S-1/A filed July 11, 2005)10.21
    *
    
    Amended and Restated Employment Agreement, dated as of July 20,
2005, between J. Eric Pike and Pike Electric Corporation
(Incorporated by reference to Exhibit 10.9 on our Registration
Statement on Form S-1/A filed
July 22, 2005)10.22
    *
    
    Employment Agreement, dated October 10, 2006, by and between James
R. Fox, Pike Electric, Inc. and Pike Electric Corporation
(Incorporated by reference to Exhibit 10.1 on our Form 8-K filed
October 10, 2006)10.23
    *
    
    Employment Agreement, dated October 10, 2006, by and between
Anthony K. Slater, Pike Electric, Inc. and Pike Electric
Corporation (Incorporated by reference to Exhibit 10.2 on our Form
8-K filed October 10, 2006)10.24
    *
    
    Employment Agreement, dated November 20, 2006, by and between
Audie Simmons, Pike Electric, Inc. and Pike Electric Corporation
(Incorporated by reference to Exhibit 10.1 on our Form 8-K filed
November 27, 2006)10.25
    *
    
    Separation Agreement and General Release, dated September 27,
2007, by and between Mark P. Thomson and Pike Electric, Inc.
(Incorporated by reference to Exhibit 10.1 on our Form 8-K filed
September 27, 2007)21.1
    
    
    List of subsidiaries of Pike Electric Corporation (filed herewith)23.1
    
    
    Consent of Ernst & Young LLP (filed herewith)31.1
    
    
    Certification of Periodic Report by Chief Executive Officer
pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith)31.2
    
    
    Certification of Periodic Report by Chief Financial Officer
pursuant to Rule 13a-14(a)/15d-14a and pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith)32.1
    
    
    Certification of Periodic Report by Chief Executive Officer and
Chief Financial Officer pursuant to U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith)
 *
    
    Indicates a management contract or compensatory plan or arrangement.  60