U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2008
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-9458
Eagle Exploration Company
(Name of small business issuer in its charter)
| Colorado | 84-0804143 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification Number) |
93 Spyglass Drive, Littleton, CO 80123
(Address and zip code of principal executive offices)
Registrant’s telephone number, including area code: (303) 797-6816
Securities registered pursuant to Section 12 (b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, No Par Value
(Title of Class)
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ¨
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and a “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company.) | Smaller reporting company | x. | |||
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB x
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act: Yes ¨ No x
Issuer’s revenues for the fiscal year ended March 31, 2008, were $67,802.
At July 11, 2008, 3,072,836 shares of common stock, no par value, the registrant’s only class of voting stock were outstanding. The aggregate market value of the 1,416,256 common shares of the registrant held by nonaffiliates was approximately $191,195 at July 11, 2008, based on the mean between the bid and asked prices on the OTC Bulletin Board of $.09 and $.18, respectively. See Item 5 herein for additional information in this regard.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes ¨ No x
PART I
Explanatory Note
The Amendment to our Annual Report on Form 10-KSB for our fiscal year ended March 31, 2008 and filed on July 14, 2008 reflects a change made in our net loss per share for March 31, 2008 on page F-3 of our Consolidated Financial Statements, additional disclosures in Note 3 therein and changes to the lead-in to the certifications filed as Exhibits 31.1 and 31.2.
| Item 1. | Description of Business |
Nature of Business and Management’s Plan
Eagle Exploration Company’s history of operations includes the purchase and development of residential and commercial real estate. In 1992 the Company began to change its focus from oil and gas exploration to real estate development and in connection with this change subsequently sold most of its oil and gas interests and investments. However, the Company continues to hold minor interests in oil and gas properties. The Company is also investigating various potential acquisitions and other business opportunities.
All statements other than statements of historical fact included in this annual report regarding the Company’s financial position and operating and strategic initiatives and addressing industry developments are forward-looking statements. Where, in any forward-looking statement, the Company, or its management, expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. Factors which could cause actual results to differ materially from those anticipated, include but are not limited to general economic, financial and business conditions; particularly including interest rates and the status of the housing industry; the business abilities and judgments of management; the impact of unusual items on ongoing evaluations of business strategies; and changes in business strategy.
Employees
As of July 11, 2008, the Company had one full-time employee. The Company has and may retain independent consultants from time to time on a limited basis.
| Item 2. | Description of Property |
The Company’s assets consist of cash and cash equivalents, marketable securities, accounts receivable, property and equipment, equity investment in LLC, and minor interests in oil and gas properties including one lease operated by the Company. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 6 below and the Consolidated Financial Statements and Notes related thereto in Item 7 below.
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| Item 3. | Legal Proceedings |
No litigation is pending or threatened by or against the Company.
| Item 4. | Submissions of Matters to a Vote of Security Holders |
No matters were submitted during the fourth quarter of fiscal 2008 to a vote of the Company’s security holders.
PART II
| Item 5. | Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchase of Equity Securities |
The table below presents the range of high and low bid quotations for the Company’s common stock on a calendar quarter basis as reported on the OTC Bulletin Board. The Company’s trading symbol is EGXP.OB. There is little or no trading in the Company’s common stock, hence the quotations set forth below may not represent actual transactions and do not represent transactions in any material number of the Company’s shares.
| High Bid | Low Bid | |||||
2006 | ||||||
1st quarter | $ | .35 | $ | .25 | ||
2nd quarter | $ | .22 | $ | .22 | ||
3rd quarter | $ | .60 | $ | .15 | ||
4th quarter | $ | .30 | $ | .15 | ||
2007 | ||||||
1st quarter | $ | .20 | $ | .15 | ||
2nd quarter | $ | .25 | $ | .15 | ||
3rd quarter | $ | .25 | $ | .15 | ||
4th quarter | $ | .20 | $ | .08 | ||
2008 | ||||||
1st quarter | $ | .25 | $ | .08 | ||
2nd quarter | $ | .18 | $ | .09 | ||
As of July 11, 2008, the Company had approximately 484 shareholders of record of its common stock and an undetermined number of beneficial owners.
The Company did not sell any of its equity securities during the fiscal year ended March 31, 2008, nor did it repurchase any such securities during that period.
Holders of common stock are entitled to receive such dividends as may be declared by the Company’s Board of Directors. The Company has paid no dividends on its common stock, nor does the Company anticipate that such dividends will be paid in the foreseeable future.
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| Item 6. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto in Item 7 below particularly with respect to our critical accounting policies and certain recent accounting pronouncements.
Overview
The Company’s cash and cash equivalents at March 31, 2008 were $415,692 compared to $550,460 for the prior year ended March 31, 2007. The Company’s marketable securities available-for-sale for the year ended March 31, 2008 was $42,900. For the previous year ended March 31, 2007, the marketable securities available-for-sale was $90,335. The decrease in cash and cash equivalents for the fiscal year ended March 31, 2008, was due to operating costs and a contribution to equity of an investment.
Eagle Development Company, a wholly owned subsidiary of Eagle Exploration Company, (the Company) owns a 25 percent membership interest in, and is co-manager of, Buffalo Highlands, LLC, a Colorado Limited Liability Company, (the LLC). The Annual Report on Form 10-KSB for the year ended March 31, 2007, described in detail the Company’s primary business of developing single family and multi-family subdivisions including the summary of the Company’s process of acquiring approximately 320 acres of undeveloped land in Adams County, Colorado, located immediately northeast of Denver, Colorado, (the Property). The LLC acquired the Property on January 19, 2007. Also in the prior year’s Annual Report, the Company reported the metro Denver housing market, much like the national housing market was suffering from declining sales, rising inventories and flat home prices resulting in little or no demand from the national building community for undeveloped lots as future sites for new home construction. Concurrently with these poor market conditions and no assurance of when the market conditions will improve, the Company was faced with the decision to either walk away from the Property and cut its losses or to continue its ownership in the Property and preserve its investment of nearly 20 percent of the purchase price and capitalize on its negotiated sale of a portion of the properties water rights for approximately 30 percent of the purchase price. After careful consideration the decision was made to purchase the Property. The Seller accepted the proceeds from the sale of the water rights as a down payment toward the purchase price and agreed to carry the balance of the remaining purchase price for three years ending January 19, 2010.
As a result the challenge for the fiscal year ended March 31, 2008, and beyond is to successfully manage the Company’s limited resources and to continue to hold the Property until market conditions improve. The Company does have the resources to hold the Property and pay its share of expenses through the term of the Note. However, it does not have the financial resources to pay its share of the remaining purchase price, water payments and the cost of the final plat without first securing a sales contract with a home builder prior to the due date of the Note.
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In an effort to preserve the Company’s capital, management agreed along with the other members of the LLC to secure a $1,000,000 line of credit to be used for the quarterly installment payments on the Promissory Note to the Seller of the land held by the LLC, the annual water payments and other miscellaneous costs while holding the property. The Company and one other member of the LLC guaranteed the line of credit. The line of credit with the bank is due approximately 30 days prior to the time when both the Promissory Note to the Seller and the line of credit with the bank are due and payable.
The decision to finance these expenses allowed the Company to preserve its cash necessary for overhead as well as the possibility to extend the Note in the event a contract could not be secured on the Property prior to the due date of the Note. Market conditions for selling in fiscal 2008 have not improved from the previous period. The possibility that market conditions would not improve by the end of the Note became more apparent. Having limited alternatives, management also made the decision to suspend the salary for Paul M. Joeckel, including associated benefits and reduce the salary for the one full time employee until such time the Property is successfully divested.
Paul M. Joeckel has agreed to continue his executive role with the Company, including co-management of the LLC, review due diligence and negotiations with merger candidates and Company reporting obligations without compensation. Likewise the full-time employee has agreed to continue the accounting and reporting obligations until the Property is sold or until such time other capitalization is provided. As consideration for this deferral of wages both Paul M. Joeckel and the Company’s employee will be compensated for their continued service in the form of a commission on the sale of the property, stock grant or cash bonus to be determined by management at the appropriate time.
The net effect of these cost reductions have positioned the Company to pay all of its expenses including the interest expense on its share of the line of credit with its current cash flow generated from the Company’s producing oil and gas properties and interest and dividend income. The posturing of the Company in this manner is intended to preserve the Company’s cash through the term of the Note. This effort may help to facilitate the Company’s success
Stockholders’ equity decreased from $1,367,546 at March 31, 2007, to $1,228,362 at March 31, 2008 or $139,184. The Company incurred unrealized loss on investments available-for-sale as of March 31, 2008 of $5,440 as compared to unrealized loss on investments available-for-sale of $5,187 as of March 31, 2007.
Results of Operations
Fiscal 2008 Compared with Fiscal 2007
Oil and gas royalties for the year ended March 31, 2008, were $67,802 as compared to $49,147 for the year ended March 31, 2007. This increase is primarily due to higher oil and gas prices. Other income included interest and dividend income for the year ended March 31, 2008 was $19,775, and for the year ended March 31, 2007 interest and dividend income was $29,543. This decrease in interest and dividend income is a result of lower interest and dividend rates. At March 31, 2008 a gain on the sale of an investment
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was $39,376. Equity in loss of the LLC for the year ended March 31, 2008 was $52,891. This was a result of operating costs of the LLC. For the prior period ended March 31, 2007, the Company’s equity gain of the earnings of the LLC was $371,607 due primarily to the water sale of that year.
Total expenses for the year ended March 31, 2008 were $175,185 and $265,280 for the year ended March 31, 2007. This decrease in expenses is primarily due to the Company’s efforts to reduce operating costs of approximately $60,000, the prior year’s loss on disposal of property of approximately $20,000 and accounting fees of approximately $10,000. Unrealized loss on investments available-for-sale for the year ended March 31, 2008, was $5,440 compared to an unrealized loss on investments available-for-sale for the period ended March 31, 2007, of $5,187.
Financial Condition, Liquidity and Capital Resources
The Company believes its working capital position will enable it to meet its cash operating requirements during the next 12 months. However, see the discussion above, which describes the long-term challenges the Company faces in financing its share of the LLC costs relating to its property development.
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| Item 7. | Financial Statements |
| Page | ||
| F-1 | ||
Consolidated Financial Statements | ||
| F-2 | ||
Consolidated Statements of Operations and Comprehensive Loss | F-3 | |
| F-4 | ||
| F-5 | ||
| F-6 | ||
6
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Eagle Exploration Company and Subsidiaries
Denver, Colorado
We have audited the accompanying consolidated balance sheet of Eagle Exploration Company and Subsidiaries as of March 31, 2008, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the years ended March 31, 2008 and 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eagle Exploration Company and Subsidiaries as of March 31, 2008, and the results of its operations and cash flows for the years ended March 31, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.
June 26, 2008
Denver, Colorado
| /s/ COMISKEY & COMPANY |
| PROFESSIONAL CORPORATION |
See notes to consolidated financial statements.
F-1
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Consolidated Balance Sheet
March 31, 2008
| Assets | ||||
Current assets | ||||
Cash and cash equivalents | $ | 415,692 | ||
Investments, available-for-sale | 42,900 | |||
Accounts receivable | 8,590 | |||
Total current assets | 467,182 | |||
Non-current assets | ||||
Office furniture, equipment and other, net of accumulated depreciation of $215,953 | 19,600 | |||
Equity investment in LLC | 841,290 | |||
Other assets | 24,250 | |||
Total non-current assets | 885,140 | |||
Total assets | $ | 1,352,322 | ||
| Liabilities and Stockholders’ Equity | ||||
Current liabilities | ||||
Accounts payable | $ | 510 | ||
Guarantee on LLC line of credit | 123,450 | |||
Total liabilities | 123,960 | |||
Commitments | ||||
Stockholders’ equity | ||||
Common stock, no par value; authorized 10,000,000 shares; 3,072,836 shares issued and outstanding | 6,632,998 | |||
Accumulated deficit | (5,397,536 | ) | ||
Unrealized loss on investments available-for-sale | (7,100 | ) | ||
Total stockholders’ equity | 1,228,362 | |||
Total liabilities and stockholders’ equity | $ | 1,352,322 | ||
See notes to consolidated financial statements.
F-2
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Loss
| For the Years Ended March 31, | ||||||||
| 2008 | 2007 | |||||||
Revenues | ||||||||
Oil and gas | $ | 67,802 | $ | 49,147 | ||||
Total revenues | 67,802 | 49,147 | ||||||
Expenses | ||||||||
Depreciation | 3,676 | 3,665 | ||||||
General and administrative expenses | 171,509 | 261,615 | ||||||
Total expenses | 175,185 | 265,280 | ||||||
Loss from operations | (107,383 | ) | (216,133 | ) | ||||
Other income (expense) | ||||||||
Interest and dividend income | 19,775 | 29,543 | ||||||
Gain on sale of investment | 39,376 | — | ||||||
Equity in gains (losses) in LLC | (52,891 | ) | 371,607 | |||||
Other | — | 9,700 | ||||||
Total other income | 6,260 | 410,850 | ||||||
Net gain (loss) before other comprehensive income | (101,123 | ) | 194,717 | |||||
Other comprehensive income | ||||||||
Unrealized (loss) on investments available-for-sale during the year | (5,440 | ) | (5,187 | ) | ||||
Less reclassification adjustment | (32,621 | ) | — | |||||
Comprehensive gain (loss) | $ | (139,184 | ) | $ | 189,530 | |||
Basic and diluted weighted average common shares outstanding | 3,072,836 | 3,072,836 | ||||||
Basic and diluted gain (loss) per common share | $ | (0.03 | ) | $ | 0.06 | |||
See notes to consolidated financial statements.
F-3
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders’ Equity
For the Years Ended March 31, 2008 and 2007
Common Stock | Accumulated Deficit | Other Accumulated Comprehensive Income | Total Stockholders’ Equity | ||||||||||||||
| Shares | Amount | ||||||||||||||||
Balance - March 31, 2006 | 3,072,836 | $ | 6,632,998 | (5,491,130 | ) | $ | 36,148 | $ | 1,178,016 | ||||||||
Net income | — | — | 194,717 | — | 194,717 | ||||||||||||
Unrealized gain on investments available-for-sale | — | — | — | (5,187 | ) | (5,187 | ) | ||||||||||
Balance - March 31, 2007 | 3,072,836 | 6,632,998 | (5,296,413 | ) | 30,961 | 1,367,546 | |||||||||||
Net loss | — | — | (101,123 | ) | — | (101,123 | ) | ||||||||||
Reclassification adjustment | — | — | — | (32,621 | ) | (32,621 | ) | ||||||||||
Unrealized loss on investments available-for-sale | — | — | — | (5,440 | ) | (5,440 | ) | ||||||||||
Balance - March 31, 2008 | 3,072,836 | $ | 6,632,998 | $ | (5,397,536 | ) | $ | (7,100 | ) | $ | 1,228,362 | ||||||
See notes to consolidated financial statements.
F-4
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
| For the Years Ended March 31, | ||||||||
| 2008 | 2007 | |||||||
Cash flows from operating activities | ||||||||
Net income (loss) | $ | (101,123 | ) | $ | 194,717 | |||
Adjustments to reconcile net income (loss) to net cash flows from operating activities | ||||||||
Depreciation | 3,676 | 3,665 | ||||||
Equity in (gains) losses in LLC | 52,891 | (371,607 | ) | |||||
Gain on sale of investment | (39,376 | ) | — | |||||
(Gain) loss on disposal of property and equipment | — | 16,789 | ||||||
Change in assets and liabilities: | ||||||||
Accounts receivable | (2,612 | ) | 1,231 | |||||
Prepaid expenses and other current assets | — | 587 | ||||||
Accounts payable | (2,228 | ) | 1,678 | |||||
Accrued expenses and interest | (2,048 | ) | (9,337 | ) | ||||
Net cash flows from operating activities | (90,820 | ) | (162,277 | ) | ||||
Cash flows from investing activities | ||||||||
Purchase of certificate of deposit | (37,500 | ) | ||||||
Payment of contribution to equity investment in LLC | (55,198 | ) | (41,359 | ) | ||||
Proceeds from sale of investments | 48,750 | 3,253 | ||||||
Net cash flows from investing activities | (43,948 | ) | (38,106 | ) | ||||
Net decrease in cash | (134,768 | ) | (200,383 | ) | ||||
Cash and cash equivalents, beginning of year | 550,460 | 750,843 | ||||||
Cash and cash equivalents, end of year | $ | 415,692 | $ | 550,460 | ||||
Supplemental disclosure of non-cash activity:
The Company incurred unrealized (loss) on investments available-for-sale for the years ended March 31, 2008 and 2007 of $(5,440) and $(5,187), respectively.
See notes to consolidated financial statements.
F-5
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies
Eagle Exploration Company and Subsidiaries (the “Company”) primary operations currently include the purchase and development of residential and commercial real estate. In 1992 the Company began to change its focus from oil and gas exploration to real estate development and in connection with this change subsequently sold most of its oil and gas interests and investments. However, the Company continues to hold minor interests in oil and gas properties and indirect interests by acquiring equity in other oil and gas companies. The Company is also investigating various potential acquisitions and other business opportunities.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Eagle Exploration Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The following is a listing of the wholly owned subsidiaries of Eagle Exploration Company: Colorado Eagle Exploration Company, Emsen Energy, Inc., Eagle Development Company and Overland Energy, Inc.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits.
Investments
The Company classifies its investment securities in one of three categories: trading, available-for-sale, or held-to-maturity. Trading securities are bought and held principally for the purpose of selling them in the near term. Held-to-maturity securities are those securities in which the Company has the ability and intent to hold the security until maturity. All other securities not included in trading or held-to-maturity are classified as available-for-sale.
Held-to-maturity securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. Trading and available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on trading securities are included in earnings. Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and are reported as a separate component of stockholder’s equity until realized. Transfers of securities between categories are recorded at fair value at the date of transfers.
See notes to consolidated financial statements.
F-6
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
Realized gains and losses for securities classified as available-for-sale and held-to-maturity are recognized in earnings upon sale or redemption at maturity. The specific identification method is used to determine the cost of securities sold. Discounts or premiums are accreted or amortized using the level-interest-yield method to the earlier of the call date or maturity of the related held-to-maturity security.
Property and Equipment
Property and equipment is stated at cost. Depreciation is provided utilizing straight-line and accelerated methods over the estimated useful lives of five years for owned assets.
Equity Investment in LLC
The Company accounts for its investment in the LLC on the equity method in accordance with Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock” (APB No 18). Under the equity method, the Company recognizes its share of the net earnings or losses of the LLC as they occur. The investment is reviewed for impairment on a quarterly basis. No impairment has been recorded as of March 31, 2008.
Fair Value of Financial Instruments
The carrying amounts of financial instruments including cash and cash equivalents, receivables and accounts payable approximated fair value as of March 31, 2008 because of the relatively short maturity of these instruments.
The carrying amounts of investments available-for-sale are based on quoted market values.
Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired.
See notes to consolidated financial statements.
F-7
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
Income Taxes
The Company recognizes deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The Company’s temporary differences result primarily from property and equipment, oil and gas property and net operating loss carryforwards.
Revenue Recognition
The Company recognizes revenue from oil and gas royalties when received on a cash basis. The Company recognizes revenues related to some minor working interests in oil and gas wells as the oil and gas is produced and sold.
The Company does not have any capitalized costs relating to oil and gas producing activities and is not currently engaged in any acquisition, exploration or development activities where these types of costs would be incurred. Additionally, the Company has not commissioned a reserve study and does not anticipate commissioning such a study for the interests that it still holds due the minor nature of these holdings.
Comprehensive Income
Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” requires the disclosure of comprehensive income to reflect changes in equity that result from transactions and economic events from non-owner sources. Accumulated other comprehensive income for the periods presented represents unrealized holding gains associated with investments available-for-sale. There was no tax expense or tax benefit associated with these items.
Basic and Diluted Earnings per Common Share
In accordance with SFAS 128, basic earnings per share are computed by dividing net income by the number of weighted average common shares outstanding during the year. Diluted earnings per share is computed by dividing net income by the number of weighted average common shares outstanding during the year, including potential common shares, which consisted of 275,000 stock options. These potentially dilutive common shares were not included in computing diluted earnings per share, as their effects would be antidilutive.
See notes to consolidated financial statements.
F-8
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
Stock-Based Compensation
In December 2004, the FASB issued revised SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”), which replaces SFAS no. 123 and supersedes APB 25. SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their estimated fair values beginning with the first annual period that begins after December 15, 2005, although early adoption is encouraged. The pro forma disclosures previously permitted under SFAS 123 no longer will be an alternative to financial statement recognition. The Company adopted SFAS 123R for the year ended March 31, 2008. Due to the nature of the options outstanding as of March 31, 2008, the adoption of SFAS 123R did not have a material impact on the Company’s results of operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncement
In December, 2007, the Financial Accounting Standards Board (“FSAB”) revised Statement of Financial Accounting Standards (“SFAS”) NO. 141. This Statement requires an acquirer to measure the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 141 (R) is effective as of the beginning of the Company’s first fiscal year beginning on or after December 15, 2008. The Company does not expect application of SFAS No. 141® to have a material effect on its financial statements.
In December, 2007, the FASB issued SFAS No. 160. This Statement clarifies that a noncontrolling interest in a subsidiary should be reported as equity in consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent, SFAS 160 is effective as of the beginning of the Company’s first fiscal year that begins on or after December 15, 2008. The Company does not expect application of SFAS No. 160 to have a material effect on its financial statements.
See notes to consolidated financial statements.
F-9
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Description of Business and Summary of Significant Accounting Policies (continued)
Guarantees and Indemnification Agreements
The Company follows FASB Interpretation Number 45, “Guarantor’s” Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” (“FIN 45”). FIN 45 elaborates on the disclosure requirements of a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also requires a guarantor to recognize, at the inception of a guarantee, for those guarantees that are covered by FIN 45, the fair value of the obligation undertaken in issuing certain guarantees.
Note 2 - Investments
Investments at March 31, 2008 consist of the following:
| Fair Value | Cost | Unrealized Loss | ||||||||
Marketable securities, available-for-sale | $ | 42,900 | $ | 50,000 | $ | (7,100 | ) | |||
During the year ended March 31, 2008 and 2007, the Company received $48,750 and $3,253 respectively, in proceeds from the sale of marketable securities.
Note 3 - Equity Investment in LLC
Eagle Development Company is a 25% member and co-manager of a Limited Liability Company (“LLC”), which entered into an option agreement to purchase land. The First Option provided for a $25,000 earnest money payment and five $200,000 option payments from the LLC to the landowners. The first payment was made August, 2001, the second payment was made August, 2002, the third payment was made January, 2003, the fourth payment was made by a homebuilder through an escrow in January, 2004, and the fifth payment was made December, 2004. All option payments are non-refundable. The option period can be extended under certain conditions through December 31, 2008, by payments each six months of $100,000 plus interest. In December, 2005, a $100,000 option payment and a $72,000 interest payment were made and the option period was extended to June 30, 2006. The LLC made this payment and the Company’s share was approximately $43,000. The earnest money and all option payments were applied toward the $5,000,000 purchase price of the land in January, 2007, when the option was exercised.
See notes to consolidated financial statements.
F-10
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The LLC is a participant in the FRICO Water Resource Agreement. The agreement entered into in January, 2002, provided among other things, that the LLC property was entitled to 300 acre-feet of water through its water and sanitary district for the development of its property. As a result of the park dedication described in Item 6 above, the LLC property does not require all of the water allocated to its property and entered into an agreement with the district and a third party to sell its excess water for $1,500,000. The agreement to sell the excess water was approved and finalized with the South Adams County Water and Sanitation District (SACWSD) and the third party developer acquiring the water. On October 5, 2006, SACWSD notified participants of the FRICO Agreement that a plan was finalized and notice was given to the LLC to make an election to either purchase the water for cash or select a payment plan of either six or 15 years. After the sale of the excess water, the LLC retained the rights to 756 ERUs (equivalent residential units/water taps). One ERU serves one single family detached unit and 2/3rd of an ERU serves one multi-family unit. The LLC made the election to acquire 647 ERUs under the 15-year payment plan and 109 ERUs under the six-year payment plan. Under the 15-year payment plan, the annual payment is $173,086 and under the six year plan the annual payment is $65,535. The LLC’s total annual water payment due November, 2008, will be $240,915, subject to an annual increase of 3.5% on a portion of the subsequent payments. All payments apply to the water tap fees required at the time the building permit is obtained and therefore reimbursable by the builder/developer who purchase the property.
Total principal payments and property costs net to the LLC over the next three years are $520,000 annually for 2008 and 2009, and a balloon payment of $2,213,045 due January 10, 2010.
As of March 31, 2008, the LLC has capitalized all of its expenditures related to the real estate transaction. For the year ended March 31, 2007, the LLC assigned the rights to acquire equivalent residential units (water taps) for total proceeds of $1,500,000. The LLC recorded this assignment as the sale of an option on January 19, 2007, resulting in net income for the year. The Company’s share of this net income totals $371,607, which is shown as equity in income of the LLC in the accompanying income statement. Equity in loss of the LLC for the year ended March 31, 2008 consists of operating costs of the LLC.
In an effort to preserve the Company’s capital, management agreed along with the other members of the LLC to secure a $1,000,000 line of credit to be used for the quarterly installment payments on the Promissory Note to the Seller of the land held by the LLC, the annual water payments and other miscellaneous costs while holding the property. The Company and one other member of the LLC guaranteed the line of credit. The line of credit with the bank is due November 7, 2009, which is approximately 30 days prior to the due date of the Promissory Note to the Seller.
See notes to consolidated financial statements.
F-11
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
In connection with this line of credit, in accordance with FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), the Company recognized a liability of $123,450, representing the estimated fair value of its portion of the guarantee and a corresponding increase to the investment in Buffalo Highlands LLC, which is included in the line item entitled “Equity Investment in LLC” in the consolidated balance sheet. Effective with the issuance of the guarantee of the line of credit, Buffalo Highlands LLC qualifies as variable interest entity under FIN 46RConsolidation of Variable Interest Entities. However, the Company is not the primary beneficiary of Buffalo Highlands LLC, and the financial activity from the LLC is not required to be consolidated with the Company’s financial statements as of March 31, 2008. This investment is accounted for using the equity method of accounting.
The Company’s guarantee will continue until November 2009 when the line of credit becomes due. Should the LLC fail to repay the line of credit, both the Company and the other LLC member will be liable for the full amount of the guarantee. The maximum amount which the Company would be required to expend on the guarantee in the event of default is 100% of the outstanding line of credit amount ($246,900 at March 31, 2008) plus legal fees and costs of collection. Any expenditures under the guarantee are to be shared equally between the Company and its co-guarantor. In addition, the Company would be entitled to recover expenditures under its guarantee from Buffalo Highlands LLC.
No impairment to the value of the equity investment in the LLC has been recorded as of March 31, 2008. Management determines impairment based on internal as well as third party valuations.
The following table summarizes certain unaudited selected financial data of the LLC as of March 31, 2008:
| March 31, | |||||||
| 2008 | 2007 | ||||||
| (unaudited) | (unaudited) | ||||||
Cash and accounts receivable | $ | 221,012 | $ | 91,006 | |||
Investment in land | $ | 5,528,517 | $ | 5,166,802 | |||
Total assets | $ | 5,257,808 | $ | 5,257,808 | |||
Total liability | $ | 5,257,808 | $ | 2,545,676 | |||
Total member’s equity | $ | 2,827,574 | $ | 2,712,132 | |||
Net Income (Loss) | $ | (211,563 | ) | $ | 1,237,183 | ||
See notes to consolidated financial statements.
F-12
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 4 - Income Taxes
The Company did not provide a current or deferred federal or state income tax provision or benefit for any of the periods presented because it has experienced recurring operating losses. The Company has provided a full valuation allowance on the deferred tax asset, consisting primarily of the net operating loss and an Investment Tax Credit carryforward, because of uncertainty regarding its realizability.
Reconciliations between the statutory federal income tax expense (benefit) rate as a percentage of net loss before income taxes is as follows:
| March 31, | ||||||
| 2008 | 2007 | |||||
Statutory federal income tax rate | (34.0 | )% | (34.0 | )% | ||
State taxes, net of federal income tax | (4.6 | ) | (3.3 | ) | ||
Permanent differences | 3.4 | 2.4 | ||||
Valuation allowance | 35.2 | 34.7 | ||||
Effective tax rate per financial statements | — | % | — | % | ||
As of March 31, 2008, the Company has net operating loss carryforwards totaling approximately $1,598,000, which expires at various times from 2009 through 2028. The Company had a deferred tax asset of approximately $615,000 as a result of the net operating loss carryforwards, assuming a 38.6% effective tax rate. There is uncertainty as to whether the Company will generate sufficient revenues in the future to utilize the net operating loss carryforwards and therefore 100% of the deferred tax asset has been fully reserved.
Note 5 - Stock Options
On July 17, 2002, the Board approved the issuance of 275,000 stock options to certain employees. The exercise price of the stock options was $.20 per share. The stock options vested immediately and are exercisable over a five-year term. All options have now expired.
The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”. Accordingly, no compensation cost has been recognized for the stock option plans.
See notes to consolidated financial statements.
F-13
EAGLE EXPLORATION COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
The following table presents the activity for options:
| For the Years Ended March 31, | ||||||||||
| 2007 | 2006 | |||||||||
| Options | Price * | Options | Options | |||||||
Outstanding, beginning of year | 275,000 | $ | 0.20 | 275,000 | $ | 0.20 | ||||
Granted | — | — | — | — | ||||||
Forfeited/canceled | 275,000 | — | — | — | ||||||
Exercised | — | — | — | — | ||||||
Outstanding, end of year | — | $ | — | 275,000 | $ | 0.20 | ||||
| * | Price reflects the weighted average exercise price. |
Note 6 - Commitments
Operating Leases
The Company leases its office space under an operating lease on a month-to-month basis. Rent expense was $2,750 and $16,400 for the years ended March 31, 2008 and 2007, respectively. Rent was significantly less during the current year due to the conclusion of a lease agreement for office space in May, 2007. No other office space was rented in the current year.
See notes to consolidated financial statements.
F-14
| Item 8. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Effective March 19, 2007, the Company changed its registered independent accounting firm. See the Company’s current report on Form 8-K in this regard filed with the Securities and Exchange Commission on March 19, 2007.
| Item 8A. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Principal Accounting Officer, has evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, our management has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, based on management’s evaluation, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, to allow timely decisions regarding required disclosures.
Management’s report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
7
As of March 31, 2008, management assessed our internal control over financial reporting in relation to criteria described inInternal Control- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment using those criteria, we concluded that, as of March 31, 2008, our internal control over financial reporting is effective.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Commission that permit us to provide only management’s report in this report.
Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| Item 8B. | Other Information |
There is no information required to be reported on Form 8-K for the fourth quarter of the period covered by this report that was not so reported.
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PART III
| Item 9. | Directors, executive Officers, Promoters, Control Persons and Corporate governance; Compliance with Section 16(a) of the Exchange Act |
The following are the directors and executive officers of the Company.
| Raymond N. Joeckel (1) | Paul M. Joeckel (1) | M. D. Young | ||||
| Director since | October 1979 | October, 1979 | February, 1990 | |||
| Position(s) with The Company | President, Chief Executive Officer & Director | Secretary, Chief Financial Officer & Director | Director | |||
| Age | 82 | 56 | 84 | |||
| (1) | Messrs. Raymond N. Joeckel and Paul M. Joeckel, the Company’s only executive officers, have served as the Company’s President and Secretary, respectively, since December, 1979, and Paul M. Joeckel has served as Chief Financial Officer since April, 2004. The executive officers of the Company hold office until their death, resignation, or removal by the Board of Directors. There is no arrangement or understanding between any director or officer or any other person pursuant to which he was or is to be selected as a director or officer. Paul M. Joeckel is the son of Raymond N. Joeckel. |
Raymond N. Joeckel attended Los Angeles City College and the University of Southern California in programs, which did not lead to degrees. He received an LL.B. degree from Southwestern University, Los Angeles, California, in 1950. Mr. Joeckel joined Shell Oil Company as a landman in 1950 and became Land Manager for the Rocky Mountain region for Shell Oil Company in 1962. He remained in that position until 1969 at which time he became an independent oil and gas operator dealing primarily in oil and gas leases.
Paul M. Joeckel received a B. A. degree in Economics from Colorado State University in 1976. During 1976 and until 1977, Mr. Joeckel was self-employed as an independent landman. From June 1977, until joining the Company on a full-time basis in January 1980, Diamond Shamrock Corporation employed him as a senior landman.
M. D. Young received a B. A. degree in Geology from Vanderbilt University in 1951 at Nashville, Tennessee. From 1952 to 1960 Mr. Young worked for Gulf Oil Corporation as an Area Geologist. Subsequently, he has been a consultant to various companies in the industry. Mr. Young has also been a working interest owner in many wildcat wells in the Rocky Mountain region. Mr. Young is a member of the American Association of Petroleum Geologists. Mr. Young is now retired.
No director serves as a member of the Board of Directors of any other company with a class of equity securities registered under the Securities Exchange Act of 1934 (‘34 Act) or any company registered as an investment company under the Investment Company Act of 1940.
9
Section 16(a) of the ‘34 Act requires officers, directors and the persons who own more than ten percent of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission (the “SEC”). Directors, officers and greater than ten percent shareholders are required by the SEC regulation to furnish the Company with copies of all Section 16(a) reports filed. Based solely on its review of the copies of the reports it received from persons required to file, the Company believes that during the period ended March 31, 2008, all SEC filing requirements applicable to its officers, directors and greater than ten percent shareholders were met.
The Company has not adopted a Code of Ethics but intends to do so during fiscal 2009. The Company does not have any audit, nominating or compensation committees given its overall size and that it has only one employee.
| Item 10. | Executive Compensation |
The following information shows the compensation of the named executive officers for each of the Company’s last two fiscal years.
| SUMMARY COMPENSATION TABLE | |||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation* | Total | ||||||||||||
Raymond N. Joeckel | 2008 | N/A | N/A | N/A | N/A | N/A | N/A | $ | 6,087 | $ | 6,087 | ||||||||||
| 2007 | N/A | N/A | N/A | N/A | N/A | N/A | $ | 5,799 | $ | 5,799 | |||||||||||
Paul M. Joeckel | 2008 | $ | 53,333 | N/A | N/A | N/A | N/A | N/A | $ | 22,265 | $ | 75,598 | |||||||||
| 2007 | $ | 64,000 | N/A | N/A | N/A | N/A | N/A | $ | 28,360 | $ | 92,360 | ||||||||||
| * | Includes health insurance premiums, company cars officers are allowed to use, meals and entertainment |
Directors are not compensated for their services as such.
10
| Item 11. | Security Ownership of Certain Beneficial Owners and Management |
The following table sets forth information, as of July 11, 2008, regarding the common stock ownership of those persons known by the Company to be the beneficial owners of more than five percent of its common stock, it directors, and its officers and directors as a group.
Name & Address of Beneficial Owner | Amount & Nature of Beneficial Ownership | Percent of Class | |||
Paul M. Joeckel 1801 Broadway Suite 1010 Denver, CO 80202 | 309,599 shares Direct and options | 10.1 | % | ||
Raymond N. Joeckel 250 El Camino Real Suite 218 Tustin, CA 92780 | -0- | -0- | |||
M. D. Young 483 Clubhouse Court Loveland, CO 80537 | 500 shares Direct | -0- | |||
Paul M. Joeckel, Trustee Joeckel Family Trust 1801 Broadway Suite 1010 Denver, CO 80202 | 1,346,481 shares Direct | 43.82 | % | ||
Norman K. Brown 3857 46th Avenue, NE Seattle, WA 98105 | 344,641 shares Direct | 11.22 | % | ||
All officers and directors as a group | 1,656,580 shares Direct and options | 54 | % |
The Company knows of no arrangements, which could at a subsequent date result in a change in control of the Company.
| Item 12. | Certain Relationships and Related Transactions and Director Independence |
There were no transactions during the fiscal year ended March 31, 2008, required to be reported hereunder. Mr. M. D. Young is the board’s only independent director.
11
Item 13.Exhibits
Exhibits:
Item No. | Reference | |||
(2) | Plan of acquisition, sale, reorganization arrangement, liquidation or succession | - None - | ||
(3) | Articles of Incorporation and By-Laws | (1) | ||
(4) | Instruments defining the rights of security holders, including indentures | - None - | ||
(5) | Opinion re: legality | - None - | ||
(6) | No exhibit required | N/A | ||
(7) | No exhibit required | N/A | ||
(9) | Voting trust agreement | - None - | ||
(10) | Material contracts: | |||
10.02(a) | Colony Square | (2) | ||
10.02(b) | Buffalo Highlands, LLC | (2) | ||
10.03 | Agreement to Assign Option Agreement And Option Agreement dated November 11, 2003 | (3) | ||
10.04 | Special Warranty Deed | (4) | ||
10.05 | Deed of Trust | (4) | ||
10.06 | Guaranty of LLC debt | (5) | ||
(11) | Statement re: Computation of per share earning | N/A | ||
(12) | No exhibit required | N/A | ||
(13) | Annual or quarterly reports, Form 10-Q or Form 10-QSB | - None - | ||
(16) | Letter re: change in certifying accountants | - None - | ||
(18) | Letter re: change in accounting principles | - None - | ||
(21) | Subsidiaries of the Registrant | (1) | ||
(23) | Consent of experts and counsel | - None - | ||
(24) | Power of attorney | - None - | ||
(25) | Statement of eligibility of trustee | - None - | ||
12
31.1 | Certification of Chief Executive Officer Section 302 | (6) | ||
31.2 | Certification of Chief Financial Officer Section 302 | (6) | ||
32.1 | Certification of Chief Executive Officer Section 906 | (5) | ||
32.2 | Certification of Chief Financial Officer Section 906 | (5) | ||
| (1) | Previously filed documents incorporated herein by reference to the Company’s Registration statement on Form S-1 (No. 2-67971) effective September 14, 1980. |
| (2) | Filed with the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2002. |
| (3) | Filed with the Company’s Report on Form 8-K on January 16, 2004. |
| (4) | Filed with the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2007. |
| (5) | Filed with the Company’s initial report on Form 10-KSB on July 14, 2008. |
| (6) | Filed herewith. |
| Item 14. | Principal Accountant Fees and Services |
The Company paid its principal accountant the following fees:
| Fiscal Year 2008 | Fiscal Year 2007 | |||||
Audit and Quarterly Review Fees | $ | 16,623 | $ | 25,200 | ||
Other Audit Related Fees | $ | — | $ | — | ||
Tax Fees | $ | 1,500 | $ | 3,800 | ||
Other Fees | $ | — | $ | — | ||
13
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EAGLE EXPLORATION COMPANY | ||
| By: | /s/ Raymond N. Joeckel | |
| Raymond N. Joeckel | ||
| President | ||
| February 17, 2009 | ||
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Raymond N. Joeckel |
| Raymond N. Joeckel |
| President, Chief Executive Officer & Director |
| February 17, 2009 |
/s/ Paul M. Joeckel |
| Paul M. Joeckel |
| Secretary, Chief Financial Officer & Director |
| February 17, 2009 |
/s/ M. D. Young |
| M. D. Young |
| Director |
| February 17, 2009 |
14
EXHIBIT INDEX
No. | Description | |
| 10.06 | Guaranty of LLC debt. Previously filed | |
| 31.1 | Certification of Chief Executive Officer | |
| 31.2 | Certification of Chief Financial Officer | |
| 32.1 | Certification of Chief Executive Officer | |
| 32.2 | Certification of Chief Financial Officer | |
15
