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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                    to                    .
 COMMISSION FILE NUMBER 001-32582
 PIKE ELECTRIC CORPORATION
 (Exact name of registrant as specified in its charter)
 Delaware(State of Incorporation)
    
    20-3112047(I.R.S. Employer Identification No.)
 100 Pike Way, PO Box 868, Mount Airy, NC 27030  (Address of principal executive office)  (336) 789-2171  (Registrants telephone number, including area code)
 þ o
 o þ
 o þ




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PIKE ELECTRIC CORPORATION
 FORM 10-Q
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005
INDEX
 PagePART I. FINANCIAL INFORMATIONITEM 1. Financial StatementsCondensed Consolidated Balance Sheets at September 30, 2005
(Unaudited) and June 30, 2005
    
    
    2Condensed Consolidated Statements of Operations for the Three
Months Ended September 30, 2005 (Unaudited) and September 30,
2004 (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows for the Three
Months Ended September 30, 2005 (Unaudited) and September 30,
2004 (Unaudited)
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    12ITEM 3 Quantitative and Qualitative Disclosures About Market Risk
    
    
    20ITEM 4. Controls and Procedures
    
    
    20PART II. OTHER INFORMATIONITEM 1. Legal Proceedings
    
    
    20ITEM 6. Exhibits
    
    
    20Signature
    
    
    21Ex-31.1Ex-31.2Ex-32.1
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PART IFINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
PIKE ELECTRIC CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
 September 30,
    
    
    June 30,2005
    
    
    2005(Unaudited)
    
    
    (Note 1)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    1,334
    
    
    $
    3,106Accounts receivable, net
    
    
    106,616
    
    
    
    60,690Work completed not billed
    
    
    69,478
    
    
    
    64,568Inventories
    
    
    8,398
    
    
    
    7,321Prepaid expenses and other
    
    
    7,096
    
    
    
    11,205Deferred income taxes
    
    
    5,162
    
    
    
    4,838Total current assets
    
    
    198,084
    
    
    
    151,728Property and equipment, net
    
    
    286,151
    
    
    
    281,842Goodwill
    
    
    94,400
    
    
    
    91,826Other intangibles, net
    
    
    53,880
    
    
    
    55,128Deferred loan costs, net
    
    
    7,155
    
    
    
    9,879Other assets
    
    
    3,186
    
    
    
    2,052Total assets
    
    $
    642,856
    
    
    $
    592,455LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    57,327
    
    
    $
    53,417Income taxes payable
    
    
    10,743
    
    
    
    Current portion of deferred compensation
    
    
    10,079
    
    
    
    12,202Current
portion of insurance and claim accruals
    
    
    7,857
    
    
    
    4,938Current portion of long-term debt
    
    
    
    
    
    
    250Revolving credit facility
    
    
    25,000
    
    
    
    11,500Total current liabilities
    
    
    111,006
    
    
    
    82,307Long-term debt, net of current portion
    
    
    286,050
    
    
    
    407,750Deferred compensation, net of current portion
    
    
    11,936
    
    
    
    16,904Insurance and claim accruals, net of current portion
    
    
    12,976
    
    
    
    13,484Deferred income taxes
    
    
    71,367
    
    
    
    71,467Other liabilities
    
    
    2,220
    
    
    
    60Commitments and contingenciesStockholders equity:Common stock, par value $0.001 per share; 100,000
authorized shares; 31,994 and 21,484 shares issued
and outstanding at September 30, 2005 and June 30,
2005, respectively
    
    
    6,425
    
    
    
    6,415Additional paid-in capital
    
    
    129,293
    
    
    
    105Unearned compensation
    
    
    
    
    
    
    (879
    )Retained earnings (accumulated deficit)
    
    
    11,583
    
    
    
    (5,158
    )Total stockholders equity
    
    
    147,301
    
    
    
    483Total liabilities and stockholders equity
    
    $
    642,856
    
    
    $
    592,455
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PIKE ELECTRIC CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
 Three Months EndedSeptember 30,2005
    
    
    2004Revenues
    
    $
    218,431
    
    
    $
    220,370Cost of operations
    
    
    169,776
    
    
    
    158,411Gross profit
    
    
    48,655
    
    
    
    61,959General and administrative expenses
    
    
    11,065
    
    
    
    12,192Loss on sale of property and equipment
    
    
    145
    
    
    
    13Income from operations
    
    
    37,445
    
    
    
    49,754Other expense (income):Interest expense
    
    
    8,148
    
    
    
    9,884Other, net
    
    
    (21
    )
    
    
    (57
    )Total other expense
    
    
    8,127
    
    
    
    9,827Income before income taxes
    
    
    29,318
    
    
    
    39,927Income tax expense
    
    
    11,803
    
    
    
    15,728Net income
    
    $
    17,515
    
    
    $
    24,199Earnings per share:Basic earning per share
    
    $
    0.61
    
    
    $
    0.68Diluted earnings per share
    
    $
    0.58
    
    
    $
    0.67Shares used in computing earnings per share:Basic
    
    
    28,786
    
    
    
    35,522Diluted
    
    
    29,948
    
    
    
    35,974
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PIKE ELECTRIC CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Three Months EndedSeptember 30,2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    17,515
    
    
    $
    24,199Adjustments to reconcile net income to net cash used in operating activities:Depreciation and amortization
    
    
    9,340
    
    
    
    9,226Non-cash interest expense
    
    
    2,490
    
    
    
    6,417Deferred income taxes
    
    
    (1,289
    )
    
    
    6,241Loss on sale of property and equipment
    
    
    145
    
    
    
    13Equity compensation expense
    
    
    984
    
    
    
    105Changes in operating assets and liabilities:Accounts receivable and work completed not billed
    
    
    (50,836
    )
    
    
    (60,750
    )Inventories, prepaids and other
    
    
    2,996
    
    
    
    800Insurance and claim accruals
    
    
    2,411
    
    
    
    467Accounts payable and other
    
    
    15,032
    
    
    
    12,566Deferred compensation
    
    
    (7,092
    )
    
    
    (15,314
    )Net cash used in operating activities
    
    
    (8,304
    )
    
    
    (16,030
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (13,824
    )
    
    
    (14,671
    )Business acquisitions, net of cash acquired
    
    
    
    
    
    
    (193,928
    )Proceeds from sale of property and equipment
    
    
    488
    
    
    
    155Net cash used in investing activities
    
    
    (13,336
    )
    
    
    (208,444
    )Cash flows from financing activities:Principal payments on long-term debt
    
    
    (121,950
    )
    
    
    (140,631
    )Proceeds from long-term debt
    
    
    
    
    
    
    300,000Proceeds from revolving credit facility, net
    
    
    13,500
    
    
    
    Equity compensation excess tax benefit
    
    
    1,198
    
    
    
    Net proceeds from sale of common stock
    
    
    127,120
    
    
    
    71,000Deferred loan costs
    
    
    
    
    
    
    (10,199
    )Net cash provided by financing activities
    
    
    19,868
    
    
    
    220,170Net decrease in cash and cash equivalents
    
    
    (1,772
    )
    
    
    (4,304
    )Cash and cash equivalents beginning of period
    
    
    3,106
    
    
    
    4,937Cash and cash equivalents end of period
    
    $
    1,334
    
    
    $
    633
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PIKE ELECTRIC CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2005 (Unaudited )
(In thousands, except per share amounts)
 1. Basis of Presentation
  2. Change in Capital Structure
   Business
   5




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For the Three Months Ended September 30,2005
    
    
    2004Powerline
    
    $
    123.7
    
    
    
    56.7
    %
    
    $
    108.2
    
    
    
    49.1
    %Storm
    
    
    94.7
    
    
    
    43.3
    
    
    
    112.2
    
    
    
    50.9$
    218.4
    
    
    
    100.0
    %
    
    $
    220.4
    
    
    
    100.0
    %
 3. Recent Accounting Pronouncements
 Exchanges of Nonmonetary Assets
 Accounting Changes and Error Corrections, a
replacement of ABP Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements.
 4. Stock-Based Compensation
     6




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Three Months Ended September 30,2005Dividend yield
    
    Risk-free interest rate
    
    4.06%Volatility
    
    0.29Expected life
    
    6.5 years
  7




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WeightedAverageOptions
    
    
    Options
    
    
    
    
    
    
    ExerciseAvailable
    
    
    Outstanding
    
    
    Exercise Price ($)
    
    
    Price($)Balance at June 30, 2005
    
    
    127
    
    
    
    2,905
    
    
    $
    3.80-6.51
    
    
    $
    4.80Exercised
    
    
    
    
    
    
    (348
    )
    
    
    3.80-6.51
    
    
    
    4.41Authorized
    
    
    1,750
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    90
    
    
    
    (90
    )
    
    
    6.51-14.00
    
    
    
    11.04Granted
    
    
    (979
    )
    
    
    979
    
    
    
    14.00-14.03
    
    
    
    14.00Balance at September 30, 2005
    
    
    988
    
    
    
    3,446
    
    
    $
    3.80-14.03
    
    
    $
    7.29
  Options Outstanding
    
    
    Options ExercisableWeighted AverageNumber of
    
    
    Weighted
    
    
    Contractual Life
    
    
    Number of
    
    
    WeightedOptions
    
    
    Average
    
    
    Remaining
    
    
    Options
    
    
    AverageExercise price
    
    
    
    
    Outstanding
    
    
    Exercise Price
    
    
    (Years)
    
    
    Exercisable
    
    
    Exercise Price$
    3.80
    
    
    
    
    
    1,568
    
    
    $
    3.80
    
    
    
    6.6
    
    
    
    1,181
    
    
    $
    3.806.51
    
    
    
    
    
    954
    
    
    
    6.51
    
    
    
    9.1
    
    
    
    418
    
    
    
    6.5114.00
    
    
    
    
    
    915
    
    
    
    14.00
    
    
    
    9.8
    
    
    
    
    
    
    
    14.03
    
    
    
    
    
    9
    
    
    
    14.03
    
    
    
    9.9
    
    
    
    
    
    
    
    
  Quarter Ended
    
    September 30, 2005Non-Qualified Stock Options:Exercisable shares under option  end of quarter
    
    
    1,599Option price range
    
    $
    3.80-$6.51Weighted average exercise price for options exercisable
    
    $
    4.51Weighted average remaining life of shares under option
    
    
    7.2Fair value of options granted during quarter
    
    $
    5,694Aggregate intrinsic value of shares expected to vest
    
    $
    36,254Number of shares under option expected to vest
    
    
    1,631Weighted average price of shares under option expected to vest
    
    $
    9.53Weighted average remaining life of shares under option expected to vest
    
    
    9.4Intrinsic value of shares under option expected to vest
    
    $
    5,246
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Weighted AverageNon-vested Restricted Stock
    
    Shares
    
    Grant-Date Fair ValueNon-vested shares as of June 30, 2005
    
    
    307
    
    
    $
    6.81Granted
    
    
    170
    
    
    $
    14.00Vested
    
    
    
    
    
    
    Forfeited
    
    
    (9
    )
    
    $
    14.00Non-vested shares as of September 30, 2005
    
    
    468
    
    
    $
    9.28
  Three Months EndedSeptember 30,2004Net income, as reported
    
    $
    24,199Add: Stock-based employee compensation expense
included in reported net income, net of related
income tax effects
    
    
    105Less: Stock-based employee compensation expense
determined under fair value based method of all
awards, net of related income tax effects
    
    
    (252
    )Pro forma net income
    
    $
    24,052Earnings per
share  basic, as reported and proforma
    
    $
    0.68Earnings per
share  diluted, as reported and proforma
    
    $
    0.67
 5. Acquisitions
 Business Combinations.
  Accounts receivable
    
    $
    35,042Work completed not billed
    
    
    7,027Other current assets
    
    
    18,569Property, plant & equipment
    
    
    76,048Goodwill
    
    
    91,399Identified intangible assets
    
    
    60,810Other non-current assets
    
    
    1,383Accounts payable and accrued expenses
    
    
    (18,368
    )Insurance payable
    
    
    (14,121
    )Deferred compensation
    
    
    (28,948
    )Deferred income taxes
    
    
    (34,913
    )Total net assets acquired
    
    $
    193,928
 9




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6. Earnings Per Share
  For the Three Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004Net income (numerator)
    
    $
    17,515
    
    
    $
    24,199Weighted-average number of common
shares (denominator)
    
    
    28,786
    
    
    
    35,522Basic earnings per common share
    
    $
    0.61
    
    
    $
    0.68Weighted-average number of common
shares
    
    
    28,786
    
    
    
    35,522Potential common stock arising from
stock options
    
    
    1,162
    
    
    
    452Total shares-diluted (denominator)
    
    
    29,948
    
    
    
    35,974Diluted earnings per common share
    
    $
    0.58
    
    
    $
    0.67Antidilutive weighted shares excluded
from the calculation of earnings per
share
    
    
    696
    
    
    
    777
 7. Accounts Receivable
  10




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8. Debt
  September 30,
    
    
    June 30,2005
    
    
    2005Revolving credit facility
    
    $
    25,000
    
    
    $
    11,500Long-term debt:$300 million term loan
    
    $
    182,287
    
    
    $
    260,000$150 million term loan
    
    
    103,763
    
    
    
    148,000286,050
    
    
    
    408,000Less: current portion
    
    
    
    
    
    
    250Long term debt
    
    $
    286,050
    
    
    $
    407,750
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##### Table of Contents



Accounting for Derivatives and Hedging Activities,
   9. Income Taxes
  10. Commitments and contingencies
 Litigation
  Performance Bonds
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Introduction
  12




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For Three Months EndedSeptember 30,2005
    
    
    2004Powerline services
    
    $
    123.7
    
    
    
    56.7
    %
    
    $
    108.2
    
    
    
    49.1
    %Storm restoration services
    
    
    94.7
    
    
    
    43.3
    
    
    
    112.2
    
    
    
    50.9Total
    
    $
    218.4
    
    
    
    100.0
    %
    
    $
    220.4
    
    
    
    100.0
    %
 Critical Accounting Policies and Estimates
  Operational Factors
  Operational Factors.
 
    
    When we add new customers and contracts, we generally experience an
increase in costs, including the costs of training and outfitting our
crews and spending on equipment and vehicles, resulting in lower gross
margins and higher capital expenditures at the beginning of a
contracts term. For example, we added approximately 200 employees to
our operating crews during the three months ended September 30, 2005.
Once the crews and equipment are fully utilized, our margins generally
increase over the life of the contract.
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
    
    Industry-wide insurance costs for workmens compensation, medical and
general liability have risen in the past several years and are
expected to continue to rise at a rate faster than our revenues. We
have implemented several safety initiatives designed to reduce
incident rates and corresponding insurance costs as well as introduced
an employee safety bonus in 2005 that has initially increased our
costs.
    
    There are a limited number of skilled workers that can perform our
work, and during historic periods of increased demand, labor rates
have tended to increase. We have been experiencing an improved
economic cycle, and we are currently experiencing shortages of skilled
personnel in certain markets. These shortages have caused our labor
costs to increase, although we historically have been able to obtain
increases when we renegotiate rates with our customers to offset these
cost increases.
    
    We expect an increase in our general and administrative expenses
related to the cost of operating as a public company of $2.0 million
to $3.0 million per year and additional implementation costs in fiscal
2006 relating to compliance with Section 404 of the Sarbanes-Oxley Act
of 2002 of approximately $1.0 million.
    
    Fuel costs have risen in the past year, with significant increases
recently, and are expected to continue to rise at a rate faster than
our revenues. We have a large fleet of vehicles and equipment that
primarily use diesel fuel. We have implemented bulk purchasing in
certain areas and may seek other alternatives to hedge fuel costs.
 Other Factors.
 
    
    In connection with our acquisition of Red Simpson, we allocated a
portion of the purchase price to definite-lived intangible assets that
will be amortized over their estimated lives of 3 to 30 years, which
will result in an annual amortization charge of $4.9 million in fiscal
2006.
    
    In connection with our adoption of Statement of Financial Accounting
Standards (SFAS) No. 123R, Share-Based Payment, as of July 1, 2005,
we are required to account for share-based payments, including grants
of employee stock options, based on fair values, which means that we
will begin to recognize compensation expenses in connection with
employee stock options. We currently estimate the annual expense for
share-based payments to be approximately $3.0 million for fiscal 2006
 Results of Operations
  Pike Electric Corporation and Subsidiaries
Consolidated Statements of Operations
 Three Months EndedSeptember 30,2005
    
    2004Revenues:Powerline services
    
    
    56.7
    %
    
    
    49.1
    %Storm restoration services
    
    
    43.3
    
    
    
    50.9Total
    
    
    100.0
    %
    
    
    100.0
    %Cost of operations
    
    
    77.7
    
    
    
    71.9Gross profit
    
    
    22.3
    
    
    
    28.1General and administrative expenses
    
    
    5.1
    
    
    
    5.5Other operating expense, net
    
    
    0.1
    
    
    
    Income from operations
    
    
    17.1
    %
    
    
    22.6
    %Other expense:Interest expense, net
    
    
    3.7
    
    
    
    4.5Other nonoperating (gain) expense, net
    
    
    
    
    
    
    Income tax expense
    
    
    5.4
    
    
    
    7.1Net income
    
    
    8.0
    %
    
    
    11.0
    %
 14




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Three Months Ended September 30, 2005 Compared to the Three Months Ended September 30, 2004
 Revenues.
   Gross Profit.
 General
and Administrative Expenses.
 Other Expense.
 Income Tax Expense.
 Net Income.
 Liquidity and Capital Resources
  15




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Changes in Cash Flows: 2005 Compared to 2004
 Three Months EndedSeptember 30,2005
    
    
    2004(in millions)Net cash used in operating activities
    
    $
    (8.3
    )
    
    $
    (16.0
    )Net cash used in investing activities
    
    $
    (13.3
    )
    
    $
    (208.4
    )Net cash provided by financing activities
    
    $
    19.9
    
    
    $
    220.2
    16




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Capital Expenditures
  Senior Credit Facility
  Off-Balance Sheet Arrangements
    Seasonality
  Recent Accounting Pronouncements
 Inventory Costs
 17




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Exchanges of Nonmonetary Assets
 Accounting Changes and Error Corrections, a
replacement of ABP Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements.
 Uncertainty of Forward-Looking Statements and Information
  
    
    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 the Companys results
of operation or financial position;
    
    our expectation regarding an increase in our general and administrative expenses related
to the cost of operating as a public company of $2.0 million to $3.0 million per year and
additional implementation costs in fiscal 2006 related to compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 of approximately $1.0 million;
    
    our estimate that the annual expense related to share-based payments will be approximately
$3.0 million for fiscal 2006;
    
    our expectation that we will generate storm restoration revenues of between $115 and $125
million for the fiscal year ended June 20, 2006;
    
    our expectation that general and administrative expenses will
increase to approximately 6% of revenues for the remainder of the
fiscal year;
    
    our belief that our cash flow from operations and borrowings available under our senior
credit facility will be adequate to meet our future liquidity needs through the fiscal year
ended June 30, 2006; and
    
    our expectations that our capital expenditures will range from $40 million to $60 million
in each of the years ended June 30, 2006 and 2007 and our intention to fund those
expenditures from operating cash flow.
  
    
    We derive a significant portion of our revenues from a small group of customers. The
loss of one or more of these customers could negatively impact our business and results
of operations.
 18




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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.
    
    We may not be able to realize the anticipated benefits of the Red Simpson acquisition.
    
    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.
    
    Our current insurance coverage may not be adequate, and we may not be able to obtain
insurance at acceptable rates, or at all.
    
    Record high 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.
    
    Failure to establish and 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.
    
    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.
    
    We may be unsuccessful at acquiring companies or at integrating companies that we may
acquire, and as a result, we may not achieve the expected benefits and our profitability
could materially suffer.
    
    We have a substantial amount of indebtedness incurred under a senior credit facility,
which may restrict our business and operations, adversely affect our cash flow, and
restrict our future access to sufficient funding to finance desired growth.
    
    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.
    
    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.
    
    We will incur increased costs as a result of being a public company. As a public company,
we will incur significant legal, accounting and other expenses that we did not incur as a
private company.
    
    Our results of operations could be adversely affected as a result of goodwill impairments.
    
    Shares eligible for future sale may cause the market price of our common stock to drop
significantly, even if our business is doing well.
    
    A significant stockholder controls the direction of our business. The concentrated
ownership of our common stock will prevent you and other stockholders from influencing
significant corporate decisions.
    
    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.
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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
    
 PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
   
 Item 6. Exhibits.
 ExhibitNo
    
    
    
    Description31.1
    
    
    
    Certification of Periodic Report by Chief
Executive Officer pursuant to Rule 13a-14(a)
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)
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 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (furnished herewith)
 20




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##### Table of Contents



SIGNATURE
  Date: November 14, 2005
    By:
    /s/ J. Eric PikeChairman, President and Chief Executive Officer Date: November 14, 2005
    By:
    /s/ Mark CastanedaChief Financial Officer 21