* $116.0 million EBITDA compares with $92.5 million for first
quarter of 2006; EBITDA margin increases by 250 basis points
* Average revenue per unit of $50.73, an increase of 8.5 percent
year-over-year
* Postpaid gross subscriber additions increase 11.2 percent
year-over-year
* The Company reports a net increase of 12,900 postpaid customers
and 1.86 percent postpaid churn, after disconnecting 4,350
unprofitable, high-roaming customers
OKLAHOMA CITY, May 7, 2007 (PRIME NEWSWIRE) -- Dobson Communications Corporation (Nasdaq:DCEL) announced strong EBITDA and EBITDA margin growth for its first quarter ended March 31, 2007, based on continued increases in subscribers, revenue, operating margins and customer retention.
"We had a very positive beginning for 2007, with strong operating results across the board," said Steve Dussek, president and chief executive officer. "We added 12,900 postpaid customers to our base. Average revenue per unit surpassed the $50 hurdle for the first time. Finally, strong revenue growth and improved operating efficiencies yielded year-over-year EBITDA growth of 25.4 percent and a 250-basis-point increase in EBITDA margin.
"We've made an excellent start toward achieving our goals for the year," he said.
Dobson reported a net loss applicable to common shareholders of $32.6 million, or $0.19 per share, for the first quarter of 2007. This included a $57.5 million loss from extinguishment of debt and an income tax benefit of $19.0 million. (See Table 1.) The loss from extinguishment of debt related to Dobson's American Cellular subsidiary refinancing the majority of its debt.
For the first quarter of 2006, Dobson reported a net loss applicable to common shareholders of $13.3 million, or $0.08 per share. This included an income tax benefit of $5.3 million.
EBITDA for the first quarter of 2007 was $116.0 million, compared with EBITDA of $92.5 million for the first quarter of 2006. Please see Table 3 for the reconciliation of EBITDA to GAAP measures.
EBITDA margin was 34.7 percent for the first quarter of 2007, an increase of 250 basis points over 2006's first quarter EBITDA margin of 32.2 percent.
Service revenue increased 17.5 percent to $253.9 million in the first quarter of 2007, compared with $216.1 million in the first quarter of 2006. Revenue growth was driven by organic customer growth, new customers added via acquisitions in the past 12 months, and higher average revenue per unit (ARPU). ARPU was $50.73 for the first quarter of 2007, which was higher by $3.97, or 8.5 percent, than ARPU for the first quarter in 2006.
Data revenue contributed $5.73 to ARPU in the first quarter of 2007, compared with $5.11 in the fourth quarter and $3.16 in the first quarter of 2006.
Roaming revenue was $62.0 million in the first quarter of 2007, an increase of 13.1 percent over the same period of 2006. Roaming traffic totaled 670 million minutes of use (MOUs) for the first quarter of 2007, an 18.3 percent increase over the first quarter of 2006. Blended roaming yield was 9.3 cents for the first quarter of 2007, reflecting the expected contractual decline in rates that took effect in January 2007.
While first quarter total revenue was 16.3 percent higher than that for the first quarter of 2006, the Company noted that total operating expenses grew by only 12.0 percent.
Cost of service expense was $93.2 million in the first quarter of 2007, compared with $94.6 million for the fourth quarter of 2006 and $76.1 million for the first quarter of 2006.
Dobson noted that the slowing growth rate of off-network usage by its customers continued in the first quarter of 2007. Incollect (off-network) expense was $25.7 million for the first quarter of 2007, based on average customer usage of 88 off-network minutes of use (MOUs) per month and a cost per subscriber of $5.13 per month. In the fourth quarter of 2006, incollect cost totaled $24.2 million, based on average customer usage of 86 MOUs per month and a cost of $4.90 per month. Thus, incollect usage increased by 2 MOUs per month, or 2.3 percent, from the fourth quarter of 2006 to the first quarter of 2007. From the fourth quarter of 2005 to the first quarter of 2006, incollect usage increased by 5 MOUs per month, or 7.8 percent.
The increase in cost of service from the first quarter of 2006 was also driven by higher network and cell site operating costs, reflecting the operating costs of markets acquired in the past 12 months and the addition of cell sites to strengthen GSM network performance.
Marketing and selling expense was $42.8 million for the first quarter of 2007, compared with $39.1 million for the first quarter last year. Higher marketing and selling expense was driven primarily by an 11.2 percent increase in postpaid gross additions in the quarter. Cost per gross addition (CPGA) was $452 in the first quarter of 2007, compared with $456 for the first quarter of 2006.
General and administrative expense was $48.6 million in the first quarter of 2007, compared with $49.4 million for the fourth quarter of 2006 and $47.3 million for the first quarter of 2006. Bad debt was $6.5 million in the first quarter of 2007, compared with $7.3 million in the fourth quarter and $6.3 million in the first quarter of 2006.
Subscriber growth continues
While total gross subscriber additions grew in the first quarter, the increase in postpaid subscriber additions was even stronger, compared with the first quarter of 2006.
Dobson reported total gross subscriber additions of 132,700 for the first quarter of 2007, compared with the seasonally high fourth quarter total of 145,800 gross additions and 125,300 gross additions in the first quarter of 2006. (See Table 3.)
Postpaid gross additions totaled 94,300 for the first quarter of 2007, compared with 95,000 postpaid gross additions for the fourth quarter of 2006 and 84,800 postpaid gross additions for the first quarter of 2006.
Postpaid customer churn was 1.86 percent in the first quarter of 2007, basically in line with fourth quarter 2006 churn of 1.84 percent and an improvement over postpaid churn of 2.08 percent in the first quarter of 2006. First quarter 2007 churn included the disconnecting of approximately 4,350 postpaid customers who were unprofitable due to excessive off-network usage.
Consequently, Dobson reported 9,900 net subscriber additions in the first quarter of 2007, comprised of increases of 12,900 postpaid customers and 1,200 prepaid customers, and a reduction of 4,200 reseller customers. In the first quarter of 2006, Dobson reported 2,500 net additional subscribers, which included the addition of 6,300 prepaid customers, and a reduction of 3,800 reseller customers. In the first quarter of 2006, there were no net additions in postpaid customers.
In the first quarter of 2007, 14,900 TDMA subscribers migrated to GSM calling plans. At March 31, 2007, 91.5 percent of total customers and 95.2 percent of postpaid customers were on GSM calling plans. A year earlier, 75.4 percent of total subscribers and 80.4 percent of postpaid subscribers were GSM.
Capital expenditures for the first quarter of 2007 were $35.8 million, reflecting the addition of 92 cell sites to the Company's network and other capital improvements. Between its two subsidiaries, Dobson Cellular capital expenditures were $21.6 million, compared with $14.2 million at American Cellular.
As of March 31, 2007, the Company's total network included 3,094 GSM/GPRS/EDGE cell sites.
Dobson launched its "Network Fast Track" initiative in 2007. Under this initiative, 214 of the 304 cell sites planned for 2007 will be placed in service in the first half of the year, with 92 added in the first quarter and 122 planned for the second quarter. This initiative is designed to accelerate service quality benefits to Dobson's customers. Dobson's capital expenditure guidance for 2007 is $155 million.
Dobson's balance sheet at March 31, 2007 included $148.4 million in cash, $4.4 million in restricted investments and $3.7 million in short-term investments; $2.7 billion in total debt; and $135.7 million in preferred stock.
During the first quarter, American Cellular refinanced the majority of its indebtedness through a new senior secured credit facility. The new senior secured credit facility consists of a $900 million term loan; a $75 million revolving credit facility (undrawn); and a $75 million delayed-draw term loan (undrawn). The refinancing reduced American Cellular's annualized interest cost by approximately $16 million. However, the Company does not expect to realize the full beneficial effect of the refinancing in 2007 due to its completion in March, the timing of interest payments, refinancing fees, and other related issues.
First Quarter 2007 Conference Call
On Tuesday, May 8, 2007, Dobson plans to conduct its first quarter earnings conference call beginning at 9:00 a.m. CT (10:00 a.m. ET). Along with first quarter results, Dobson may comment on recent operating trends and its 2007 outlook. Investors may listen by phone or via web-cast on Dobson's web site at www.dobson.net. They may also access the call by dialing:
Conference call (800) 289-0485 International (913) 981-5518 Pass code 8343773 A replay of the call will be available by phone for two weeks. Conference call (888) 203-1112 International (913) 981-5518 Pass code 8343773
For further analysis of quarterly results, please see the Company's quarterly report on Form 10-Q, which Dobson plans to file on or before Thursday, May 10, 2007.
Dobson Communications is a leading provider of wireless phone services to rural and suburban markets in the United States. Headquartered in Oklahoma City, the Company owns wireless operations in 17 states. For additional information, please visit its web site at www.dobson.net.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include, but are not limited to, increased levels of competition or other factors that might inhibit the growth of its subscriber base; shortages of key network equipment and/or handsets; substantial leverage and debt service requirements; restrictions on the Company's ability to finance its growth; increased operating costs; changes in the Company's roaming agreements that could affect revenue and/or earnings expectations; technology changes; regulatory changes; changes in end-user requirements and preferences; and other factors. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports and other filings filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.
Table 1
Dobson Communications Corporation
Statements of Operations
Three Months Ended
March 31,
-------------------------------
2007 2006
----------- -----------
($ in thousands except per share data)
(unaudited)
Operating Revenue
Service revenue $ 253,945 $ 216,095
Roaming revenue 61,950 54,780
Equipment & other revenue 18,525 16,724
----------- -----------
Total 334,420 287,599
----------- -----------
Operating Expenses (excluding
depreciation &
amortization)
Cost of service (exclusive
of depreciation &
amortization shown
separately below) 93,237 76,073
Cost of equipment 33,792 32,570
Marketing & selling 42,845 39,123
General & administrative 48,555 47,325
----------- -----------
Total 218,429 195,091
----------- -----------
EBITDA (a) 115,991 92,508
Gain on disposition of
operating assets 1,566 1,664
Depreciation & amortization (50,179) (50,275)
----------- -----------
Operating income 67,378 43,897
Interest expense (58,685) (57,407)
Loss from redemption of
mandatorily redeemable
preferred stock - (1,445)
Dividends on mandatorily
redeemable preferred stock - (709)
Loss from extinguishment
of debt (57,523) (57)
Other income, net 1,575 1,899
Minority interests in income
of subsidiaries (2,299) (2,364)
----------- -----------
Loss before income taxes (49,554) (16,186)
Income tax benefit 18,956 5,289
----------- -----------
Net loss (30,598) (10,897)
Dividends on preferred
stock (2,036) (2,375)
----------- -----------
Net loss applicable to
common stockholders $ (32,634) $ (13,272)
=========== ===========
Basic and diluted net loss
applicable to common
stockholders per common share $ (0.19) $ (0.08)
=========== ===========
Basic and diluted weighted
average common shares
outstanding 171,107,395 169,394,088
=========== ===========
(a) EBITDA is defined as net loss before gain on disposition of
operating assets, depreciation and amortization, interest
expense, loss from redemption of mandatorily redeemable preferred
stock, dividends on mandatorily redeemable preferred stock, loss
from extinguishment of debt, other income, net, minority interest
in income of subsidiaries and income tax benefit. We believe that
EBITDA provides meaningful additional information concerning a
company's operating results and its ability to service its
long-term debt and other fixed obligations and to fund its
continued growth. Many financial analysts consider EBITDA to be a
meaningful indicator of an entity's ability to meet its future
financial obligations, and they consider growth in EBITDA to be
an indicator of future profitability, especially in a capital
intensive industry such as wireless communications. You should
not construe EBITDA as an alternative to net loss as determined
in accordance with GAAP, as an alternative to cash flows from
operating activities as determined in accordance with GAAP or a
measure of liquidity. Because EBITDA is not calculated in the
same manner by all companies, it may not be comparable to other
similarly titled measures of other companies.
Table 2
Dobson Communications Corporation
Selected Balance Sheet and Statistical Data
Balance Sheet Data: March 31, December 31,
2007 2006
--------------- ---------------
($ in millions) ($ in millions)
(unaudited)
Cash and cash equivalents
(unrestricted) (a) $ 148.4 $ 117.1
Restricted investments $ 4.4 $ 4.4
Short-term investments $ 3.7 $ 5.0
Debt:
DCC Senior Floating
Rate Notes $ 150.0 $ 150.0
DCC Senior Convertible
Debentures 160.0 160.0
DCS 8.375% Senior Notes 510.6 511.2
DCS 9.875% Senior Notes 325.0 325.0
DCC 8.875% Senior Notes 419.7 419.7
ACC Credit Facility 900.0 124.7
ACC 9.5% Senior Notes, net 16.1 15.8
ACC 10.0% Senior Notes 185.7 900.0
--------------- ---------------
Total debt $ 2,667.1 $ 2,606.4
=============== ===============
Preferred Stock: --------------- ---------------
Series F Preferred Stock $ 135.7 $ 135.7
=============== ===============
Three Months Ended March 31,
---------------------------------
2007 2006
--------------- ---------------
($ in millions) ($ in millions)
Capital Expenditures: $ 35.8 $ 31.3
=============== ===============
(a) Includes $19.0 million and $36.5 million of cash and cash
equivalents from American Cellular Corporation at March 31, 2007
and December 31, 2006, respectively.
Table 3
Dobson Communications Corporation
For the Quarter Ended
3/31/2007 12/31/2006 9/30/2006 6/30/2006 3/31/2006
($ in thousands except per subscriber data)
(unaudited)
Operating
Revenue
Service
reve-
nue $ 253,945 $ 247,106 $ 232,324 $ 223,260 $ 216,095
Roam-
ing
reve-
nue 61,950 70,089 87,365 71,043 54,780
Equip-
ment
and
other
reve-
nue 18,525 17,873 16,681 17,756 16,724
---------- ---------- ---------- ---------- ----------
Total 334,420 335,068 336,370 312,059 287,599
---------- ---------- ---------- ---------- ----------
Operating
Expenses
(exclud-
ing de-
precia-
tion
and
amorti-
zation)
Cost
of
ser-
vice 93,237 94,558 88,809 81,503 76,073
Cost
of
equip-
ment 33,792 33,911 33,152 36,545 32,570
Mark-
eting
and
sell-
ing 42,845 43,854 42,155 39,996 39,123
General
and
admin-
istra-
tive 48,555 49,365 47,527 46,744 47,325
---------- ---------- ---------- ---------- ----------
Total 218,429 221,688 211,643 204,788 195,091
---------- ---------- ---------- ---------- ----------
EBITDA
(a)(b) $ 115,991 $ 113,380 $ 124,727 $ 107,271 $ 92,508
========== ========== ========== ========== ==========
Pops 12,672,900 12,672,900 12,052,700 12,039,200 11,854,000
Post-paid
Gross
Adds 94,300 95,000 92,100 89,600 84,800
Net
Adds 12,900 15,100 11,300 13,800 -
Sub-
scri-
bers 1,466,100 1,453,200 1,390,800 1,378,900 1,364,700
Churn 1.86% 1.84% 1.95% 1.84% 2.08%
Pre-paid
Gross
Adds 28,600 39,700 33,300 23,900 22,000
Net
Adds 1,200 16,100 14,500 7,700 6,300
Sub-
scri-
bers 108,700 107,500 88,500 73,200 65,400
Reseller
Gross
Adds 9,800 11,100 14,100 14,400 18,500
Net
Adds (4,200) (3,100) (2,300) (4,200) (3,800)
Sub-
scri-
bers 102,000 106,200 109,300 111,600 115,800
Total
Gross
Adds 132,700 145,800 139,500 127,900 125,300
Net
Adds 9,900 28,100 23,500 17,300 2,500
Sub-
scri-
bers 1,676,800 1,666,900 1,588,600 1,563,700 1,545,900
ARPU $ 50.73 $ 49.92 $ 49.16 $ 47.89 $ 46.76
Pene-
tra-
tion 13.2% 13.2% 13.2% 13.0% 13.0%
(a) Includes $2.6 million, $2.5 million, $2.7 million, $2.5 million
and $2.6 million of EBITDA for the quarters ended March 31, 2007,
December 31, 2006, September 30, 2006, June 30, 2006 and March
31, 2006, respectively, related to minority interests.
(b) A reconciliation of EBITDA to net (loss) income as determined in
accordance with generally accepted accounting principles is as
follows:
Net
(loss)
income $ (30,598) $ 1,742 $ 27,979 $ (6,043) $ (10,897)
Add back
non-
EBITDA
items
included
in net
(loss)
income:
Deprecia-
tion
and
amorti-
zation (50,179) (50,097) (47,776) (48,155) (50,275)
Gain on
dispos-
ition
of oper-
ating
assets 1,566 1,567 1,566 1,593 1,664
Interest
expense (58,685) (59,423) (57,840) (57,414) (57,407)
Loss on
redemp-
tion
of
manda-
torily
redeem-
able
pre-
ferred
stock - - - (37) (1,445)
Dividends
on mand-
atorily
redeem-
able
pre-
ferred
stock - - - - (709)
Loss
from
extin-
guish-
ment
of debt (57,523) (522) - (12,660) (57)
Other
income,
net 1,575 2,245 1,810 1,636 1,899
Minority
interests
in
income
of sub-
sidia-
ries (2,299) (2,248) (2,447) (2,169) (2,364)
Income
tax
benefit
(expense) 18,956 (3,160) 7,939 3,892 5,289
---------- ---------- ---------- ---------- ----------
EBITDA $ 115,991 $ 113,380 $ 124,727 $ 107,271 $ 92,508
========== ========== ========== ========== ==========
Table 4
Dobson Cellular Systems
For the Quarter Ended
3/31/2007 12/31/2006 9/30/2006 6/30/2006 3/31/2006
--------- --------- --------- --------- ---------
($ in thousands except per subscriber data)
(unaudited)
Operating Revenue
Service
revenue $ 150,476 $ 146,198 $ 140,711 $ 133,739 $ 128,622
Roaming
revenue 33,386 36,724 47,869 41,548 31,797
Equipment and
other revenue 15,305 15,351 14,701 15,277 14,478
--------- --------- --------- --------- ---------
Total 199,167 198,273 203,281 190,564 174,897
--------- --------- --------- --------- ---------
Operating Expenses
(excluding depre-
ciation and
amortization)
Cost of service 56,601 55,703 55,018 52,478 48,206
Cost of
equipment 20,339 20,300 20,676 22,613 20,356
Marketing and
selling 24,865 25,752 25,007 24,311 23,083
General and
administrative 27,926 28,922 27,919 27,319 27,739
--------- --------- --------- --------- ---------
Total 129,731 130,677 128,620 126,721 119,384
--------- --------- --------- --------- ---------
EBITDA(a)(b) $ 69,436 $ 67,596 $ 74,661 $ 63,843 $ 55,513
========= ========= ========= ========= =========
Pops 6,913,700 6,913,700 6,724,700 6,711,200 6,687,500
Post-paid
Gross Adds 55,900 58,900 58,200 56,100 51,900
Net Adds 11,000 13,900 11,700 11,500 3,300
Subscribers 822,500 811,500 797,600 785,300 773,800
Churn 1.83% 1.87% 1.96% 1.91% 2.10%
Pre-paid
Gross Adds 17,100 24,600 21,100 16,100 13,900
Net Adds (200) 8,900 9,200 5,100 3,000
Subscribers 66,700 66,900 58,000 48,000 42,900
Reseller
Gross Adds 7,300 7,800 9,400 9,300 11,200
Net Adds (200) 400 1,300 600 700
Subscribers 66,100 66,300 65,900 64,600 64,000
Total
Gross Adds 80,300 91,300 88,700 81,500 77,000
Net Adds 10,600 23,200 22,200 17,200 7,000
Subscribers 955,300 944,700 921,500 897,900 880,700
ARPU $ 52.91 $ 52.34 $ 51.59 $ 50.15 $ 49.01
Penetration 13.8% 13.7% 13.7% 13.4% 13.2%
(a) Includes $2.6 million, $2.5 million, $2.7 million, $2.5
million and $2.6 million of EBITDA for the quarters ended March
31, 2007, December 31, 2006, September 30, 2006, June 30, 2006
and March 31, 2006, respectively, related to minority interests.
(b) A reconciliation of EBITDA to net income (loss) as determined
in accordance with generally accepted accounting principles is as
follows:
Net income
(loss) $ 2,730 $ (293) $ 10,851 $ (9,303) $ (7,035)
Add back non-
EBITDA items
included in net
income (loss):
Depreciation
and amorti-
zation (28,851) (28,938) (28,389) (28,164) (28,778)
Gain on dis-
position of
operating
assets 850 851 850 857 915
Interest
expense (37,367) (37,943) (38,232) (38,562) (38,434)
Loss from ex-
tinguishment
of debt -- (522) -- (12,549) --
Other income,
net 2,651 3,052 2,030 1,761 1,840
Minority
interests in
income of
subsidiaries (2,299) (2,248) (2,447) (2,169) (2,364)
Income tax
(expense)
benefit (1,690) (2,141) 2,378 5,680 4,273
--------- --------- --------- --------- ---------
EBITDA $ 69,436 $ 67,596 $ 74,661 $ 63,843 $ 55,513
========= ========= ========= ========= =========
Table 5
American Cellular Corporation
For the Quarter Ended
3/31/2007 12/31/2006 9/30/2006 6/30/2006 3/31/2006
--------- --------- --------- --------- ---------
($ in thousands except per subscriber data)
(unaudited)
Operating
Revenue
Service
revenue $ 103,469 $ 100,908 $ 91,613 $ 89,521 $ 87,473
Roaming
revenue 28,564 33,365 39,496 29,495 22,983
Equipment
and other
revenue 6,541 6,123 5,583 6,080 5,848
--------- --------- --------- --------- ---------
Total 138,574 140,396 136,692 125,096 116,304
--------- --------- --------- --------- ---------
Operating
Expenses(ex-
cluding depre-
ciation and
amortization)
Cost of
service 38,565 40,711 35,648 30,881 29,723
Cost of
equipment 13,453 13,611 12,476 13,932 12,214
Marketing
and
selling 18,004 18,066 17,198 15,786 16,276
General and
adminis-
trative 22,011 22,178 21,344 21,165 21,327
--------- --------- --------- --------- ---------
Total 92,033 94,566 86,666 81,764 79,540
--------- --------- --------- --------- ---------
EBITDA (a) $ 46,541 $ 45,830 $ 50,026 $ 43,332 $ 36,764
========= ========= ========= ========= =========
Pops 5,759,200 5,759,200 5,328,000 5,328,000 5,166,500
Post-paid
Gross Adds 38,400 36,100 33,900 33,500 32,900
Net Adds 1,900 1,200 (400) 2,300 (3,300)
Subscribers 643,600 641,700 593,200 593,600 590,900
Churn 1.90% 1.82% 1.93% 1.76% 2.04%
Pre-paid
Gross Adds 11,500 15,100 12,200 7,800 8,100
Net Adds 1,400 7,200 5,300 2,600 3,300
Subscribers 42,000 40,600 30,500 25,200 22,500
Reseller
Gross Adds 2,500 3,300 4,700 5,100 7,300
Net Adds (4,000) (3,500) (3,600) (4,800) (4,500)
Subscribers 35,900 39,900 43,400 47,000 51,800
Total
Gross Adds 52,400 54,500 50,800 46,400 48,300
Net Adds (700) 4,900 1,300 100 (4,500)
Subscribers 721,500 722,200 667,100 665,800 665,200
ARPU $ 47.88 $ 46.78 $ 45.85 $ 44.88 $ 43.80
Penetration 12.5% 12.5% 12.5% 12.5% 12.9%
(a) A reconciliation of EBITDA to net (loss) income as determined
in accordance with generally accepted accounting principles is as
follows:
Net (loss)
income $ (36,593) $ (1,359) $ 4,483 $ (100) $ (4,969)
Add back non-
EBITDA items
included in
net (loss)
income:
Deprecia-
tion and
amortiza-
tion (21,284) (21,115) (19,343) (19,948) (21,454)
Gain on dis-
position of
operating
assets 716 716 716 736 749
Interest
expense (25,942) (26,420) (24,540) (23,779) (23,785)
Loss from
extinguishment
of debt (57,523) -- -- -- --
Other expense,
net (1,505) (1,177) (592) (483) (258)
Income tax
benefit
(expense) 22,404 807 (1,784) 42 3,015
--------- --------- --------- --------- ---------
EBITDA $ 46,541 $ 45,830 $ 50,026 $ 43,332 $ 36,764
========= ========= ========= ========= =========