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 March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-8704
HOWELL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1223027
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1111 Fannin, Suite 1500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 658-4000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 the number of shares outstanding on each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 2000
- --------------------------------- ------------------------------------
Common Stock, $1.00 par value 5,523,407
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This report contains 12 pages
HOWELL CORPORATION AND SUBSIDIARIES
Form 10-Q
INDEX
Page No.
Part I. Financial Information
Item 1. Consolidated Statements of Operations --
Three months ended March 31, 2000 and 1999 (unaudited).... 3
Consolidated Balance Sheets --
March 31, 2000 (unaudited) and December 31, 1999.......... 4
Consolidated Statements of Cash Flows --
Three months ended March 31, 2000 and 1999 (unaudited).... 5
Notes to Consolidated Financial Statements (unaudited)...... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 9
Part II. Other Information
Item 4. Results of Votes of Security Holders........................ 12
Item 6. Exhibits and Reports on Form 8-K............................ 12
-2-
PART I. FINANCIAL INFORMATION
(ITEM 1)
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Consolidated Statements of Operations (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
Three Months Ended March 31,
2000 1999
---- ----
(In thousands, except
per share amounts)
Revenues ................................................. $18,276 $ 8,878
-------- --------
Cost and expenses:
Lease operating expenses .............................. 6,812 5,888
Depreciation, depletion, and amortization ............. 1,751 2,114
General and administrative expenses ................... 1,107 1,240
-------- --------
9,670 9,242
-------- --------
Other income (expense):
Interest expense ...................................... (1,667) (2,271)
Interest income ....................................... 46 38
Other-net ............................................. - (1)
-------- --------
(1,621) (2,234)
-------- --------
Earnings (loss) before income taxes ...................... 6,985 (2,598)
Income tax expense (benefit) ............................. 2,445 (874)
-------- --------
Net earnings (loss) from continuing operations ........... 4,540 (1,724)
-------- --------
Discontinued operations:
Net earnings (loss) (less applicable income taxes of
$674 for 1999)....................................... - 1,307
-------- --------
Net earnings (loss) ...................................... 4,540 (417)
Less: Preferred stock dividends ....................... (604) (604)
-------- --------
Net earnings (loss) applicable to common shares .......... $ 3,936 $(1,021)
======== ========
Basic earnings (loss) per common share:
Continuing operations ................................. $ 0.71 $ (0.43)
Discontinued operations ............................... - 0.25
-------- --------
Net earnings (loss) per common share - basic .......... $ 0.71 $ (0.18)
======== ========
Weighted average shares outstanding - basic .............. 5,521 5,472
======== ========
Diluted earnings (loss) per common share:
Continuing operations .................................. $ 0.59 $ (0.43)
Discontinued operations ................................ - 0.25
-------- --------
Net earnings (loss) per common share - diluted ......... $ 0.59 $ (0.18)
======== ========
Weighted average shares outstanding - diluted ............. 7,742 5,472
======== ========
Cash dividends per common share ........................... $ 0.04 $ 0.04
======== ========
See accompanying Notes to Consolidated Financial Statements.
-3-
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Consolidated Balance Sheets
HOWELL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
March 31, December 31,
2000 1999
---- ----
(Unaudited)
(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents............................... $ 1,608 $ 2,112
Trade accounts receivable, less allowance for
doubtful accounts of $161 and $156 in 2000 and 1999,
respectively.......................................... 9,341 10,978
Deferred income taxes................................... 2,230 2,027
Other current assets.................................... 428 2,440
--------- ---------
Total current assets................................... 13,607 17,557
--------- ---------
Property, plant and equipment:
Oil and gas properties, utilizing the full-cost method
of accounting......................................... 384,390 382,393
Unproven properties..................................... 21,143 21,143
Other................................................... 2,778 2,759
Less accumulated depreciation, depletion and
amortization.......................................... (315,000) (313,249)
--------- ---------
Net property, plant and equipment...................... 93,311 93,046
--------- ---------
Assets related to discontinued operations.................. - 3,000
Deferred income taxes...................................... 2,366 3,600
Other assets............................................... 752 780
========= =========
Total assets........................................... $110,036 $117,983
========= =========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable........................................ $ 9,483 $ 10,513
Accrued liabilities..................................... 3,920 3,934
Income taxes payable.................................... 1,548 140
--------- ---------
Total current liabilities.............................. 14,951 14,587
--------- ---------
Other liabilities.......................................... 673 716
--------- ---------
Long-term debt............................................. 70,000 82,000
--------- ---------
Commitments and contingencies Shareholders' equity:
Preferred stock, $1 par value; 690,000 shares issued
and outstanding, liquidation value of $34,500,000..... 690 690
Common stock, $1 par value; 5,521,782 shares issued
and outstanding in 2000; 5,471,782 shares issued and
outstanding in 1999................................... 5,522 5,472
Additional paid-in capital.............................. 41,057 40,829
Unearned compensation................................... (261) -
Retained earnings (deficit)............................. (22,596) (26,311)
--------- ---------
Total shareholders' equity............................. 24,412 20,680
========= =========
Total liabilities and shareholders' equity............. $110,036 $117,983
========= =========
See accompanying Notes to Consolidated Financial Statements.
-4-
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Consolidated Statements of Cash Flows (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES
- ------------------------------------------------------------------------------
Three Months Ended March 31,
2000 1999
---- ----
(In thousands)
OPERATING ACTIVITIES:
Net earnings (loss) from continuing operations............. $ 4,540 $ (1,724)
Adjustments for non-cash items:
Depreciation, depletion and amortization................ 1,751 2,114
Deferred income taxes................................... 1,031 (317)
Other................................................... 17 -
--------- ---------
Earnings from continuing operations plus non-cash
operating items....................................... 7,339 73
Changes in components of working capital:
Trade accounts receivable............................... 1,637 459
Federal income tax receivable........................... - 5,701
Other current assets.................................... 2,012 167
Accounts payable........................................ (1,040) 205
Accrued and other liabilities........................... 6 (1,042)
Income tax payable...................................... 1,408 (560)
--------- ---------
Cash provided by (utilized in) continuing operations....... 11,362 5,003
Cash provided by (utilized in) discontinued operations..... (53) 2,059
--------- ---------
Cash provided by (utilized in) operating activities........ 11,309 7,062
--------- ---------
INVESTING ACTIVITIES:
Proceeds from the disposition of property.................. 3,000 27,541
Additions to property, plant and equipment................. (2,016) (675)
Other, net................................................. 28 140
--------- ---------
Cash provided by (utilized in) investing activities........ 1,012 27,006
--------- ---------
FINANCING ACTIVITIES:
Borrowings (repayments) under revolving credit agreement,
net................................................... (12,000) (39,094)
Cash dividends:
Common shareholders..................................... (221) (219)
Preferred shareholders.................................. (604) (603)
--------- ---------
Cash provided by (utilized in) financing activities........ (12,825) (39,916)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....... (504) (5,848)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD............. 2,112 5,871
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD................... $ 1,608 $ 23
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:
Interest................................................... $ 1,290 $ 2,348
========= =========
Income taxes............................................... $ 12 $ 16
========= =========
See accompanying Notes to Consolidated Financial Statements
-5-
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Notes to Consolidated Financial Statements (Unaudited)
HOWELL CORPORATION AND SUBSIDIARIES
March 31, 2000 and 1999
- ------------------------------------------------------------------------------
Note 1 - Basis of Financial Statement Preparation
The unaudited consolidated financial statements included herein have been
prepared by Howell Corporation (the "Company"), pursuant to the rules and
regulations of the Securities and Exchange Commission and in accordance with
generally accepted accounting principles. In the opinion of management, all
adjustments (all of which are normal and recurring) have been made which are
necessary for a fair statement of the results of operations for the three months
ended March 31, 2000 and 1999. The results of operations for the three months
ended March 31, 2000 are not necessarily indicative of results to be expected
for the full year. The accounting policies followed by the Company are set forth
in Note 1 to the consolidated financial statements in its Annual Report on Form
10-K for the year ended December 31, 1999. These consolidated financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Company's latest Form 10-K.
Reclassifications
Certain reclassifications have been made to the 1999 financial presentation to
conform with the 2000 presentation.
Note 2 - New Accounting Standards
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133, was amended in June 1999 by
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB Statement No. 133 - an amendment of FASB
Statement No. 133." SFAS No. 133 as amended, is effective for fiscal years
beginning after June 15, 2000, and establishes accounting and reporting
standards for derivative instruments and hedging activities that require an
entity to recognize all derivatives as an asset or liability measured at its
fair value. Depending on the intended use of the derivative, changes in its
asset or liability measured at it fair value will be reported in the period of
change as either a component of earnings or a component of other comprehensive
income. Retroactive application to periods prior to adoption is not allowed. The
Company has not quantified the impact of adoption on its financial statements.
Note 3 - Financial Instruments and Hedging Activities
In order to mitigate the effects of future price fluctuations, the Company from
time to time uses limited programs to hedge its crude oil production. Crude oil
futures and options contracts are used as the hedging tools. Changes in the
market value of the futures transactions are deferred until the gain or loss is
recognized on the hedged transactions. The Company was not engaged in a hedging
program during the first quarter of 1999.
The Company has entered into two hedging programs for the year 2000. The first
program is a purchase of a put option and a sale of a call option covering 1,700
barrels of oil per day effective January 1, 2000, through December 31, 2000. The
strike prices are $17.25 per barrel for the put option and $22.00 per barrel for
the call option. The second program is a purchase of a put option and a sale of
a call option covering 1,800 barrels of oil per day effective January 1, 2000,
through December 31, 2000. The strike prices are $18.50 per barrel for the put
option and $26.00 per barrel for the call option. Each program provides for
monthly settlements and is based on monthly average oil prices. There are no
premiums associated with either program. During the first quarter of 2000, the
strike prices of the call options were exceeded, resulting in a reduction of
revenues of $1.5 million from what would have been received had no hedging
programs been in place. Without the options the average price per barrel of oil
for the three months ended March 31, 2000, would have increased from $24.32 to
$26.61.
-6-
Note 4 - Accumulated Depreciation, Depletion and Amortization
The Company's depletion rate for the three months ended March 31, 2000, was
$2.12 per equivalent barrel versus a rate of $2.20 for the same period ended
March 31, 1999.
Note 5 - Acquisitions & Dispositions
On February 28, 2000, the Company entered into a Purchase and Sale Agreement to
sell its 46% interest in Genesis Energy, L.L.C. for $3.0 million. The proceeds
from the sale were used to reduce debt and no gain or loss was recognized on the
sale. The Company owns subordinated units in Genesis Crude Oil, L.P. and carries
that investment at zero. The Company does not expect to receive any proceeds for
its subordinated units.
The results have been classified as discontinued operations in the accompanying
consolidated financial statements. As a result of the Company's direct and
indirect interest in Genesis, the Company recognized a net loss of $0.1 million
during the first three months of 1999. There were no pre-tax earnings during the
first three months of 2000.
Note 6 - Litigation
Howell Pipeline Texas, Inc. v. Exxon Pipeline Company, 125th Judicial
District, District Court of Harris County, Texas, Cause No. 1999 - 32526. On
June 25, 1999, Howell Pipeline Texas, Inc. ("HPTex") sued Exxon Pipeline
Company ("Exxon") for failure to pay rent for the use of certain crude oil
storage tanks ("Tanks"). Exxon notified HPTex of its intention to cancel a
lease on the Tanks effective March 31, 1996. Exxon stopped paying rent but
did not vacate the premises after notification of the lease cancellation.
Exxon continued to store crude oil and hydrostatic test water for an
additional eighteen months. HPTex claims Exxon owes in excess of $2 million
in rent plus interest and attorney's fees.
Recently, Exxon filed a counterclaim against HPTex in which Exxon claims that
HPTex is responsible for the removal costs associated with certain contents of
the Tanks. Exxon claims it "has incurred actual damages in an amount not to
exceed $2 million."
This matter is in the early stages of discovery and the Company believes that
the ultimate resolution will not have a material impact on its results of
operations, financial position or cash flows.
There are various other lawsuits and claims against the Company, none of which,
in the opinion of management, will have a materially adverse effect on the
Company.
Note 7 - Earnings (Loss) per Share
Basic earnings (loss) per common share amounts are calculated using the average
number of common shares outstanding during each period. Diluted earnings (loss)
per share ("EPS") assumes conversion of dilutive convertible preferred stocks
and exercise of all stock options having exercise prices less than the average
market price of the common stock using the treasury stock method.
-7-
The tables below present the reconciliation of the numerators and denominators
in calculating diluted EPS from continuing operations in accordance with
Statement of Financial Accounting Standards No. 128.
Three Months Ended March 31, 2000
Earnings
Increase per
Increase in Number Incremental
in Earnings of Shares Share
------------ ----------- -----------
Options................................... - 129,948 -
Dividends on convertible preferred stock.. $ 603,750 2,090,909 $0.29
Computation of Diluted Earnings per Share
Earnings
Available
from
Continuing Common
Operations Shares Per Share
------------ ----------- -----------
$ 3,936,250 5,520,683 $0.71
Common stock options.......... - 129,948 -
------------ ----------- -----------
$ 3,936,250 5,650,631 $0.70 Dilutive
Dividends on convertible preferred stock.. 603,750 2,090,909 -
============ =========== ===========
$ 4,540,000 7,741,540 $0.59 Dilutive
============ =========== ===========
Note: Because diluted EPS from continuing operations decreases from $0.71 to
$0.70 when common stock options are included in the computation and because
diluted EPS decreases from $0.70 to $0.59 when convertible preferred shares are
included in the computation, those common stock options and convertible
preferred shares are dilutive. Therefore, diluted EPS is reported as $0.59.
Three Months Ended March 31, 1999
Earnings
Increase per
Increase in Number Incremental
in Earnings of Shares Share
------------ ----------- -----------
Options................................... - - -
Dividends on convertible preferred stock.. $ 603,750 2,090,909 $0.29
Computation of Diluted Earnings per Share
Net Loss
from
Continuing Common
Operations Shares Per Share
----------- ----------- -----------
$(2,327,750) 5,471,782 $(0.43)
Common stock options...................... - - -
------------ ----------- -----------
$(2,327,750) 5,471,782 $(0.43) No Effect
Dividends on convertible preferred stock.. 603,750 2,090,909 -
============ =========== ===========
$(1,724,000) 7,562,691 $(0.23) Antidilutive
============ =========== ===========
Note: Because diluted EPS from continuing operations increases from $(0.43) to
$(0.23) when convertible preferred shares are included in the computation, those
convertible preferred shares are antidilutive and are ignored in the computation
of diluted EPS. Therefore, diluted EPS is reported as $(0.43).
-8-
PART I. FINANCIAL INFORMATION
(ITEM 2)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is a discussion of the Company's financial condition, results of
operations, capital resources and liquidity. This discussion and analysis should
be read in conjunction with the consolidated financial statements of the Company
and the notes thereto.
RESULTS OF CONTINUING OPERATIONS
The Company's business is oil and gas exploration, production, acquisition and
development. Results of continuing operations for the three months ended March
31, 2000 and 1999, are discussed below.
Oil and Gas Production
Three Months Ended March 31,
2000 1999
---- ----
Revenues (in thousands):
Sales of oil and natural gas....................... $ 18,207 $ 8,676
Sales of LaBarge other products.................... - 180
Gas marketing...................................... - 20
Other.............................................. 69 2
========= =========
Total revenues................................ $ 18,276 $ 8,878
========= =========
Operating profit (loss) (in thousands)............. $ 8,606 $ (364)
========= =========
Operating information:
Average net daily production:
Oil (Bbls)..................................... 7,118 8,569
NGL (Bbls)..................................... 460 463
Natural gas (Mcf).............................. 7,799 8,801
Equivalent Bbls................................ 8,878 10,499
Average sales prices:
Oil (per Bbl).................................. $ 24.32 $ 9.13
NGL (per Bbl).................................. $ 20.89 $ 6.90
Natural gas (per Mcf).......................... $ 2.23 $ 1.70
Revenues for three months ended March 31, 2000, increased $9.4 million when
compared to the three-month period ended March 31, 1999, primarily due to a 166%
increase in the average oil price, a 203% increase in the average NGL price and
a 31% increase in the average gas price. These increases were partially offset
by the effects of lower production volumes which resulted from the sale of
certain non-strategic properties during the first quarter of 1999.
Operating expenses increased $0.4 million during the first quarter of 2000 when
compared to the operating expenses during the first quarter of 1999. The primary
reason for the increase was a $1.3 million increase in production and severance
taxes partially offset by a $0.4 million decrease in depletion expense and a
$0.3 million decrease in LaBarge costs.
-9-
The Company has also entered into two hedging programs for the year 2000. The
first program is a purchase of a put option and a sale of a call option covering
1,700 barrels of oil per day effective January 1, 2000, through December 31,
2000. The strike prices are $17.25 per barrel for the put option and $22.00 per
barrel for the call option. The second program is a purchase of a put option and
a sale of a call option covering 1,800 barrels of oil per day effective January
1, 2000, through December 31, 2000. The strike prices are $18.50 per barrel for
the put option and $26.00 per barrel for the call option. Each program provides
for monthly settlements and is based on monthly average oil prices. There are no
premiums associated with either program. During the first quarter of 2000, the
strike prices of the call options were exceeded, resulting in a reduction of
revenues of $1.5 million from what would have been received had no hedging
programs been in place. Without the options the average price per barrel of oil
for the three months ended March 31, 2000, would have increased from $24.32 to
$26.61.
Operating profits increased $9.0 million when comparing the first quarter of
2000 to the same period of 1999. This increase is primarily due to increased
energy prices and a $0.4 million decrease in depletion expense partially offset
by a $1.3 million increase in production and severance taxes.
Interest Expense
Interest expense for the three months ended March 31, 2000, decreased $0.6
million from the 1999 level as a result of decreased debt of $14.9 million.
Provision for Income Taxes
The Company's effective tax rate for the three months ended March 31, 2000 and
1999, was 35% and 32% respectively.
RESULTS FROM DISCONTINUED OPERATIONS
Crude Oil Marketing
On February 28, 2000, the Company entered into a Purchase and Sale Agreement to
sell its 46% interest in Genesis Energy, L.L.C. for $3.0 million. The proceeds
from the sale were used to reduce debt and no gain or loss was recognized on the
sale. The Company owns subordinated units in Genesis Crude Oil, L.P. and carries
that investment at zero. The Company does not expect to receive any proceeds for
its subordinated units.
The results have been classified as discontinued operations in the accompanying
consolidated financial statements. As a result of the Company's direct and
indirect interest in Genesis, the Company recognized a net loss of $0.1 million
during the first three months of 1999. There were no pre-tax earnings during the
first three months of 2000.
Technical Fuels and Chemical Processing
On July 31, 1997, the Company completed the sale and disposition of
substantially all of the assets of its research and reference fuels and custom
chemical manufacturing business to Specified Fuels & Chemicals, Inc.("SFC").
The results of the technical fuels and chemical processing business have been
classified as discontinued operations in the accompanying consolidated financial
statements. On January 4, 1999, the company sold its right to participate in the
future earnings of SFC for $2.0 million. Discontinued Operations had a gain of
$1.4 million for the three months ended March 31, 1999, as a result of the sale.
-10-
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by continuing operations, before working capital changes, for the
three months ended March 31, 2000, was $7.3 million. This compares to $0.1
million for the comparable 1999 period. The Company's debt decreased by $12.0
million during the first three months of 2000 compared to a decrease in debt of
$39.1 million during the first three months of 1999. Capital expenditures for
the three months ended March 31, 2000, were $2.0 million compared to $0.7
million for the 1999 period.
As a result of increased revenues, the sale of its interest in Genesis Energy,
L.L.C. for $3 million and changes in working capital, the Company's long-term
debt, at March 31, 2000, was $70 million. At March 31, 2000, the Company's
borrowing base under the terms of its Credit Facility was $100 million.
During the first three months of 2000, the Company paid common dividends of $0.2
million and preferred dividends of $0.6 million.
Forward-looking Statements
Statements contained in this Report and other materials filed or to be filed by
the Company with the Securities and Exchange Commission (as well as information
included in oral or other written statements made or to be made by the Company
or its representatives) that are forward-looking in nature are intended to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, relating to matters such as anticipated operating and financial
performance, business prospects, developments and results of the Company. Actual
performance, prospects, developments and results may differ materially from any
or all anticipated results due to economic conditions and other risks,
uncertainties and circumstances partly or totally outside the control of the
Company, including rates of inflation, oil and natural gas prices, uncertainty
of reserve estimates, rates and timing of future production of oil and gas,
exploratory and development activities, acquisition risks, and changes in the
level and timing of future costs and expenses related to drilling and operating
activities.
Words such as "anticipated", "expect", "estimate", "project", and similar
expressions are intended to identify forward-looking statements.
-11-
PART II. OTHER INFORMATION
Item 4. Results of Votes of Security Holders.
The Annual Meeting of the Shareholders of the Company was held on April 26,
2000, for the following purposes:
To elect three members of the Board of Directors to serve a three-year term as
Class III Directors.
The results of the voting for each of the nominees for director were as
follows:
Shares Authority
For Withheld
--------- ---------
Paul W. Murrill 4,884,193 189,877
Khoi V. Tran 4,884,193 189,877
Jack T. Trotter 4,884,193 189,877
A simple majority of the shares of common stock represented at the meeting
was required for each nominee to be elected. Therefore, all nominees for
director were elected.
To ratify the appointment of Deloitte & Touche LLP as independent auditors for
the year ending December 31, 2000.
The results of the voting on this matter were as follows:
Shares For 5,029,487
Shares Against 37,883
Shares Abstaining 6,700
A simple majority of the shares of common stock represented at the meeting
was required for ratification. Therefore, the appointment was ratified.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - none.
(b) Reports on Form 8-K - none
SIGNATURE
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.
Howell Corporation
(Registrant)
Date: May 10, 2000 /s/ Allyn R. Skelton, II
-------------------------
Allyn R. Skelton, II
Vice President & Chief Financial Officer
(Principal Financial and Accounting Officer)
-12-