UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 1996
OR
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 33-95298
GALAXY TELECOM, L.P.
(Exact name of Registrant as specified in its charter)
Delaware 43-1697125
(States or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1220 North Main, Sikeston, Missouri 63801
(Address of principal executive offices) (zip code)
Registrant telephone number, including area code: (573) 472-8200
Indicate by check mark whether the Registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
previous 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days:
Yes X No
----------- -----------
1
GALAXY TELECOM, L.P.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
INDEX
PAGE
PART I. Financial Information
Item 1. Consolidated Financial Statements-Galaxy Telecom, L.P. ..........3
Notes to Consolidated Financial Statements........................7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations.................10
PART II. Other Information.................................................14
Signatures..................................................................15
2
GALAXY TELECOM, L.P.
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
ASSETS 1996 1995
-------------- -----------
(Unaudited)
Cash and cash equivalents $2,516,102 $3,430,835
Subscriber receivables, net of allowance for
doubtful accounts of $371,883 and
$834,425, respectively 6,485,353 3,512,141
Systems and equipment, net 137,993,625 126,312,055
Intangible assets, net 65,698,251 65,047,002
Prepaids and other 1,672,896 1,611,158
-------------- -------------
Total assets $ 214,366,227 $ 199,913,191
============== =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 14,249,913 $9,569,072
Subscriber deposits and deferred revenue 5,394,903 2,646,413
Long-term debt 159,526,915 145,526,955
--------------- --------------
Total liabilities 179,171,731 157,742,440
--------------- --------------
Commitments and contingencies
Partners' capital:
General partners 28,193,496 35,169,751
Limited partners 7,001,000 7,001,000
-------------- ---------------
Total partners' capital 35,194,496 42,170,751
-------------- ---------------
Total liabilities and partners' capital $ 214,366,227 $ 199,913,191
============= =============
The accompanying notes are an integral part of the consolidated financial
statements.
3
GALAXY TELECOM, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended For the six months ended
June 30 June 30
---------------------------- -----------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
Revenues $ 15,544,923 $ 7,090,861 $ 30,020,321 $ 13,707,276
------------ ------------ ------------ ------------
Operating expenses:
Systems operations 6,880,625 3,196,284 13,331,709 6,075,800
Selling, general and administrative 1,791,827 762,151 3,364,181 1,532,263
Management fee to affiliate 699,466 389,981 1,350,859 753,736
Depreciation and amortization 5,366,705 2,158,929 9,520,537 4,743,761
------------ ------------ ------------ ------------
Total operating expenses 14,738,623 6,507,345 27,567,286 13,105,560
------------ ------------ ------------ ------------
Operating income 806,300 583,516 2,453,035 601,716
Interest expense (4,545,580) (1,954,711) (9,462,336) (3,793,032)
Interest income and other (12,969) 21,218 33,046 55,868
------------ ------------ ------------ ------------
Net loss $ (3,752,249) $ (1,349,977) $ (6,976,255) $ (3,135,448)
============ ============ ============ ============
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
4
GALAXY TELECOM, L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
Limited Partners
General -------------------------------------------------------------------------
Partners Class B Class C Class D Class E Total Total
------------ ------------ ------------ ------------ ------------ ------------ ------------
Contributions $ 29,625,000 $ 1,000 $ 416,000 $ 6,384,000 0 $ 6,801,000 $ 36,426,000
Syndication and trans-
action costs (730,171) 0 0 0 0 0 (730,171)
Net loss for period (175,311) 0 0 0 0 0 (175,311)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31,
1994 28,719,518 1,000 416,000 6,384,000 0 6,801,000 35,520,518
Contributions 15,000,000 0 0 0 $ 200,000 200,000 15,200,000
Net loss for period (8,549,767) 0 0 0 0 0 (8,549,767)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance, December 31,
1995 35,169,751 1,000 416,000 6,384,000 200,000 7,001,000 42,170,751
Net loss for period
(Unaudited) (6,976,255) 0 0 0 0 0 (6,976,255)
------------ ------------ ------------ ------------ ------------ ------------ ------------
Balance, June 30,
1996 $ 28,193,496 $ 1,000 $ 416,000 $ 6,384,000 $ 200,000 $ 7,001,000 $ 35,194,496
============ ============ ============ ============ ============ ============ ============
<FN>
The accompanying notes are an integral part of the consolidated financial statements.
</FN>
5
GALAXY TELECOM, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended
June 30,
----------------------------
1996 1995
------------ ------------
(Unaudited) (Unaudited)
Cash flows from operating activities:
Net loss $ (6,976,255) $ (3,135,448)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization expense 9,520,178 4,745,901
Amortization of debt issue costs 504,978 308,980
Financeable interest 269,018 231,742
Provision for doubtful accounts receivable 531,835 217,537
Loss on sale of assets 26,492
Changes in assets and liabilities:
Subscriber receivables (3,505,047) (409,174)
Prepaids and other (61,738) (185,002)
Accounts payable and accrued expenses 4,680,841 1,225,853
Subscriber deposits and deferred revenues 2,748,490 152,184
------------ ------------
Net cash provided by operating activities 7,738,792 3,152,573
------------ ------------
Cash flows from investing activities:
Acquisition of cable systems (12,887,775) (3,521,588)
Capital expenditures (9,324,892) (1,492,560)
Proceeds from sale of assets 56,974
Other intangible assets (166,003) (45,862)
------------ ------------
Net cash used in investing activities (22,322,906) (5,060,010)
------------ ------------
Cash flows from financing activities:
Net borrowings-Revolving Credit Facility 13,760,000 2,850,000
Payments on other debt (90,619)
Payments of debt issue costs (855,527)
------------ ------------
Net cash provided by financing activities 13,669,381 1,994,473
------------ ------------
Net increase (decrease) in cash (914,733) 87,036
------------ ------------
Cash and cash equivalents, beginning of period 3,430,835 2,890,410
------------ ------------
Cash and cash equivalents, end of period $ 2,516,102 $ 2,977,446
============ ============
The accompanying notes are an integral part of the consolidated financial
statements.
6
GALAXY TELECOM, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1. STATEMENT OF ACCOUNTING PRESENTATIONS AND OTHER INFORMATION
The attached interim financial statements are presented in accordance with
the requirements of Form 10-Q and consequently do not include all the
disclosures required by generally accepted accounting principles. The results
for June 30, 1996, and for the six months then ended are not necessarily
indicative of the results for the entire 1996 fiscal year. It is suggested that
the accompanying financial statements be read in conjunction with the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1995.
Galaxy Telecom Capital Corp. ("Capital Corp."), a Delaware corporation, was
formed July 26, 1995 and was funded August 1, 1995 as a wholly owned subsidiary
of the Partnership. Capital Corp. did not have any significant operations for
the period ended June 30, 1996.
The following notes, insofar as they are applicable to the six months
ended June 30, 1996 and June 30, 1995, are not audited. In management's opinion,
all adjustments, consisting of only normal recurring accruals considered
necessarily for a fair presentation of such financial statements are included.
2. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid during the three months ended June 30, 1996 was
approximately $1.1 million. Interest paid during the six months ended June 30,
1996 was approximately $8.9 million. Interest paid during the three months ended
June 30, 1995 was approximately $2.7 million. Interest paid during the six
months ended June 30, 1995 was approximately $3.5 million.
For the six months ended June 30, 1996, the Partnership traded the Shawnee
County Systems located in Shawnee and Jefferson counties in Kansas for the TCI
Systems located in various counties in northern Mississippi (See Note 5 ).
During the six months ended June 30, 1995, $200,000 of Class E limited partner
interest was issued in acquisition of cable television systems.
7
3. NOTES PAYABLE
Notes Payable consist of the following:
June 30, December 31,
1996 1995
------------- -------------
(Unaudited)
Revolving Credit Facility $ 31,260,000 $ 17,500,000
Term Loan 8,000,000 8,000,000
Financeable interest 715,063 446,046
Senior Subordinated Notes 120,000,000 120,000,000
Unamortized discount (516,223) (585,000)
Other 68,075 165,909
------------- -------------
Total Notes Payable $ 159,526,915 $ 145,526,955
============= =============
4. RELATED PARTY TRANSACTIONS:
The Partnership incurs management fees and expenses pursuant to the
terms of a management agreement with Galaxy Systems Management, Inc., an
affiliate of a general partner, under which it manages the Partnership's
business. Beginning December 1, 1995, management fees are calculated at 4.5% of
gross revenues as defined in the management agreement. Prior to December 1,
1995, the fees were calculated at 5.5%. Management fees totaled $699,466 for the
three months ended June 30, 1996 and $389,981 for the three months ended June
30, 1995. Management fees totaled $1,350,859 for the six months ended June 30,
1996 and $753,736 for the six months ended June 30, 1995.
5. PURCHASE OF CABLE TELEVISION SYSTEMS
On April 1, 1996, the Partnership acquired certain assets comprising 30
cable television systems of Cablevision of Texas III, Empire Communications, and
Empire Cable of Kansas (the "Cablevision of Texas Systems") for a purchase price
of $10.16 million. The Cablevision of Texas Systems pass 11,771 homes located in
Kansas, with 347 miles of plant, for a density of 33.9 homes per mile. The
Cablevision of Texas Systems serve approximately 8,750 basic subscribers and
have a basic penetration rate of 74.3% as of March 31, 1996. The Partnership
paid a $9.19 million deposit on March 31, 1996, and paid the remaining $.97
million during April 1996.
On April 13, 1996, the Partnership acquired certain assets comprising 8
cable television systems of Hurst Communications (the "Hurst Systems") for a
purchase price of $1.05 million. As of December 31, 1995, the Hurst Systems
passed approximately
8
1,830 homes located in Kansas, with 50 miles of plant, for a density of 36.6
homes per mile. The Hurst Systems served approximately 1,371 basic subscribers
and had a basic penetration rate of 74.9% as of March 31, 1996.
On April 3, 1996, the Partnership entered into a definitive agreement
to purchase certain systems comprising 8 cable television systems of High Plains
Cable (the "High Plains Systems") for a purchase price of $0.27 million. As of
December 31, 1995, the High Plains Systems passed 580 homes located in Kansas,
with 20 miles of plant, for a density of 29 homes per mile. The High Plains
Systems served approximately 323 basic subscribers and had a basic penetration
rate of approximately 55.7% as of March 31, 1996.
On April 13, 1996, the Partnership acquired certain assets comprising
6 cable television systems of Midcontinent Cable Systems (the "Midcontinent
Systems") for a purchase price of $1.4 million. As of December 31, 1995, the
Midcontinent Systems passed 1,853 homes located in Nebraska, with 32 miles of
plant, for a density of 57.9 homes per mile. The Midcontinent Systems served
approximately 1,326 basic subscribers and had a basic penetration rate of
approximately 71.6% as of March 31, 1996.
On June 15, 1996, the Partnership traded certain of its assets located
in Shawnee County and Jefferson County, Kansas (the "Shawnee County System") for
certain assets comprising approximately 7 cable television systems of TCI (the
"TCI Systems") located in northern Mississippi. As of December 31, 1995, the
Partnership's Shawnee County System passed 9,143 homes, with 315 miles of plant,
resulting in a density of 29.0 homes per mile. The Shawnee County System served
approximately 7,200 basic subscribers and had a basic penetration rate of
approximately 78.7% as of December 31, 1995. As of December 31, 1995, the TCI
Systems passed 16,897 homes, with 445 miles of plant, resulting in a density of
38.0 homes per mile. The TCI Systems served approximately 10,275 basic
subscribers and had a basic penetration rate of approximately 60.8% as of
December 31, 1995.
6. PENDING ACQUISITIONS AND TRADES
On August 16, 1995, the Partnership signed a letter of intent to
purchase certain assets comprising a cable television system of Five Rivers
Cable Company (the "Five Rivers System") for a purchase price of $.5 million
which is subject to reduction in the event fewer than 588 basic subscribers
exist at closing. As of December 31, 1995, the Five Rivers System passed
approximately 730 homes located in Tennessee, with 24 miles of plant, for a
density of 30.4 homes per mile. The Five Rivers System served approximately 600
basic subscribers and had a basic penetration rate of approximately 82.2% as of
March 31, 1996.
9
PART I. FINANCIAL INFORMATION
Item 2. -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
Galaxy Telecom, L.P. (the "Partnership") began operations on December 23,
1994. The Partnership acquired certain cable television systems of Galaxy
Cablevision, L.P., Vantage Cable Associates, L.P., Vista Communications Limited
Partnership III and Chartwell Cable on December 23, 1994, and certain other
cable systems of Galaxy Cablevision on March 31, 1995, for aggregate
consideration of $98.8 million.
The Partnership completed, in September 1995, a public offering of 12.375%
Senior Subordinated Notes due 2005, in the face amount of $120,000,000 (the
"Notes"). The Partnership received proceeds from the Notes, net of expenses, in
the amount of $115,800,000. The proceeds of the Notes were used for
restructuring debt and future expansion of the Partnership.
During the fourth quarter of 1995, the Partnership acquired certain cable
television systems of Douglas Cable Communications Limited Partnership,
Friendship Cable Southeast, Vista/Narragansett Cable, L.P., Vista Communications
Limited Partnership I, and Phoenix Cable (Together with the systems acquired
during the second quarter of 1996, the "Acquired Systems") for aggregate
consideration of $88.7 million. These acquisitions resulted in a substantial
increase in the subscriber base, revenues and expenses of the Partnership. See
Note 5 to Notes to the Consolidated Financial Statements for a description of
the systems acquired during the three months ended June 30, 1996.
RESULTS OF OPERATIONS:
The following table sets forth the percentage relationship of selected
income statement items as a percent of revenues for the three months and six
months ended June 30, 1996 and June 30, 1995. Amounts shown are in thousands.
10
For the three months ended June 30, For the six months ended June 30,
------------------------------------- ------------------------------------
1996 1995 1996 1995
---------------- ---------------- ---------------- ----------------
Amount %age Amount %age Amount %age Amount %age
-------- ----- -------- ----- -------- ----- -------- -----
Revenues $ 15,544 100.0% $ 7,091 100.0% $ 30,020 100.0% $ 13,707 100.0%
-------- ----- -------- ----- -------- ----- -------- -----
Operating expenses:
System operations 6,880 44.3% 3,196 45.1% 13,332 44.4% 6,086 44.3%
Selling, general and administrative 1,792 11.5% 762 10.7% 3,364 11.2% 1,563 11.2%
Management fees 699 4.5% 390 5.5% 1,351 4.5% 754 5.5%
Depreciation and amortization 5,367 36.0% 2,159 30.5% 10,026 33.4% 5,054 34.6%
-------- ----- -------- ----- -------- ----- -------- -----
Total operating expenses 14,738 96.3% 6,507 91.7% 28,072 93.5% 13,457 95.6%
-------- ----- -------- ----- -------- ----- -------- -----
Operating income 806 3.7% 584 8.3% 1,948 6.5% 250 4.4%
Interest expense (4,455) (27.7%) (1,955) (27.6%) (8,957) (29.8%) (3,482) (27.7%)
Other income (expense) (13) (0.1%) 21 .3% 33 0.1% 56 0.4%
-------- ----- -------- ----- -------- ----- -------- -----
Net loss $ (3,752) (24.1%) $ (1,350) (19.0%) (6,976) (23.2%) (3,176) (23.9%)
======== ===== ======== ===== ======== ===== ======== =====
The Partnership had approximately 82,200 basic subscribers on June 30,
1995. As of June 30, 1996, the Partnership had approximately 175,170 basic
subscribers.
The Partnership generated revenues in the amount of $15,544,923 and
$30,020,321 for the three month and six month periods ended June 30, 1996,
respectively. For the three month and six month periods ended June 30, 1995, the
Partnership generated revenues in the amount of $7,090,861 and $13,707,276,
respectively. The Partnership was able to increase rates in certain systems
during the second quarter of 1996, therefore average revenue per subscriber
increased from $29.68 during the first three months of 1996 to $30.67 during the
three months ended June 30, 1996. The average rate for the first six months of
1996 of $29.64 compared to $28.12 for the first six months of 1995.
For the three months ended June 30, 1996 and June 30, 1995 system
operating expenses consisting of subscriber costs, technician costs and system
maintenance costs were $6,880,625, and $3,196,284, respectively, and, as a
percentage of revenues, decreased slightly from 45.1% in 1995 to 44.3% in 1996.
For the six months ended June 30, 1996 and June 30, 1995 system operating
expenses were $13,331,709 and $6,075,800, respectively, and, as a percentage of
revenues, increased slightly from 44.3% in 1995 to 44.4% in 1996. The dollar
amount of increase in these expenses from 1995 to 1996 is a direct result of
system operating expenses relating to the Acquired Systems.
Selling, general and administrative expenses, which includes office rents
and maintenance, marketing costs and corporate expenses, increased from $762,151
to $1,791,827 for the three months ended June 30, 1995 and June 30, 1996,
respectively, and from $1,532,263 to $3,364,181 for the six months ended June
30, 1995 and June 30, 1996, respectively. For the three month period ended June
30, these expenses increased as a percentage of revenue from 10.70% in 1995 to
11.5% in 1996. This increase is attributable to (1) an increase in contract
marketing expense in an effort to attract and maintain basic subscribers within
existing systems, and (2) additional computer expenses
11
as a result of additional subscribers from the Acquired Systems. For the six
month periods ended June 30, 1995 and 1996, these expenses remained at 11.2% as
the Partnership was able to offset the additional marketing and computer
expenses by administering newly acquired subscribers within the existing
corporate structure.
For the three months ended June 30, 1996 and June 30, 1995 depreciation
and amortization expense was $5,366,705, or 34.5% of revenues, and $2,158,929,
or 30.4% of revenues, respectively. For the six months ended June 30, 1996 and
June 30, 1995 depreciation and amortization expense was $9,520,537, or 31.7% of
revenues, and $4,743,761, or 34.6% of revenues, respectively. The increase in
depreciation and amortization expense is directly attributable to the increase
in fixed assets from the Acquired Systems.
For the six months ended June 30, 1996 and June 30, 1995, interest
expense was $9,462,336 and $3,793,032, respectively. The increase of $5,475,447
was a direct result of the issuance of the Notes described above. Other income
was $33,046 for the six months ended June 30, 1996 and $55,868 for the six
months ended June 30, 1995, a decrease of $22,822 or 69.1%. This decrease is
mainly attributable to a loss on sale of fixed assets during the second quarter
of 1996 of $26,492.
The Partnership as an entity pays no income taxes, although it is
required to file federal and state income tax returns for informational purposes
only. All income or loss "flows through" to the partners of the Partnership as
specified in the Partnership's limited partnership agreement.
LIQUIDITY AND CAPITAL RESOURCES:
As of June 30, 1996, the Partnership had $2,516,102 in cash and cash
equivalents. Total liabilities (other than notes payable) exceed cash and cash
equivalents by $12,805,954. The Partnership expects to fund this deficiency
through its operating cash flows.
The Partnership generated operating cash flows, defined as earnings
before interest, depreciation and amortization expense, of $11,973,572, or 39.9%
of operating revenues and $5,345,477, or 39.0% of operating revenues for the six
months ended June 30, 1996 and 1995, respectively. The improved percentage was a
result of (1) an increase in basic rates during the second quarter of 1996 and
(2) newly acquired subscribers that can be maintained within the existing
corporate structure.
On April 1, 1996, the Partnership acquired certain assets comprising the
Cablevision of Texas Systems for a total purchase price of $10.16 million. In
April 1996, the Partnership also completed the acquisitions of the Hurst
Systems, the High Plains Systems and the Midcontinent Systems for an aggregate
amount of approximately $2.75 million.
12
See Note 5 to Notes to the Consolidated Financial Statements for a description
of each of the acquisitions.
The Partnership had an aggregate of approximately $159.5 million of
indebtedness as of June 30, 1996, representing $120 million of Notes and $39.5
million of bank debt. The bank debt includes a Revolving Credit Facility under
which the Partnership may make revolving borrowings of up to $58.5 million until
December 31, 1997, subject to compliance with certain conditions, including
certain financial covenants. On December 31, 1997, outstanding balances of the
Revolving Credit Facility will convert to a term loan amortizing quarterly until
a final maturity on December 31, 2002. The Revolving Credit Facility requires
the Partnership to maintain compliance with certain financial ratios and other
covenants. The financial covenants in the Revolving Credit Facility may limit
the Partnership's ability to borrow under the Revolving Credit Facility. The
Partnership presently intends to utilize the Revolving Credit Facility to fund
capital expenditures, repay the term loan and acquire additional cable systems.
As of June 30, 1996, the Partnership has borrowings under the Revolving Credit
Facility of $31.3 million, which include borrowings used to fund the
acquisitions of the Cablevision of Texas, Hurst, High Plains and Midcontinent
Systems. The bank debt also includes a term loan of $8.0 million. The term loan
will remain outstanding until December 1996, when it becomes prepayable at par
and at which point the Partnership presently intends to repay in full with
borrowings under the Revolving Credit Facility.
As of June 30, 1996, the Partnership had $140.6 million in systems and
equipment consisting of $134.2 million of cable television systems and $6.4
million of vehicles, equipment, buildings and office equipment, all net of
accumulated depreciation. The Partnership had capital expenditures (exclusive of
system acquisitions) of $6.6 million and $9.3 million for the three and six
months ended June 30, 1996, respectively. For the three and six month periods
ended June 30, 1995, the Partnership had capital expenditures (exclusive of
system acquisitions) of $0.9 million and $1.8 million, respectively . These
capital expenditures were financed mainly through the Revolving Credit Facility
and cash flows from operations. During the first six months of 1996, the
Partnership's capital expenditures were primarily used to install OmniTRACS
units in newly acquired vehicles, expand office space, eliminate approximately
20 headends by interconnecting adjacent systems with fiber-optic cable, expand
and wire related headend buildings and electronic equipment, and perform routine
maintenance of the existing cable plant.
The Partnership's cash flows have been sufficient to meet its debt
service, working capital and capital expenditure requirements, with the
exception of the above acquisitions of cable systems, which have been funded
principally through borrowings under the Revolving Credit Facility. The
Partnership expects that it will be able to meet its short- and long-term
requirements for debt service, working capital and capital expenditures and to
fund future cable system acquisitions through its operating cash flows and
borrowings under the Revolving Credit Facility.
13
PART II. OTHER INFORMATION
Items 1 through 6.
None.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GALAXY TELECOM, L.P.
BY: Galaxy Telecom, Inc
as General Partner
Date: August 14, 1996 /s/ J. Keith Davidson
----------------------
BY: J. Keith Davidson
Vice President-Finance (Principal
Financial Officer)
15