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 period ended: SEPTEMBER 30, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ..................to...................
Commission File Number: 0-15905
BLUE DOLPHIN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 73-1268729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 TRAVIS, SUITE 2100, HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
(713)227-7660
(Registrant's telephone number, including area code)
ELEVEN GREENWAY PLAZA, SUITE 1606, HOUSTON, TEXAS 77046
(Former name, former address and former fiscal year, if changed since
last report.)
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
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
4,491,847 shares $.01 par value outstanding at October 30, 1998
1
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PART. I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The condensed consolidated financial statements of Blue Dolphin
Energy Company and Subsidiaries (the "Company") included herein
have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission
and, in the opinion of management, reflect all adjustments
necessary to present a fair statement of operations, financial
position and cash flows. The Company follows the full cost
method of accounting for oil and gas properties, wherein costs
incurred in the acquisition, exploration and development of oil
and gas reserves are capitalized. The Company believes that the
disclosures are adequate and the information presented is not
misleading, although certain information and footnote disclosures
normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations.
2
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1998 1997
-------------- -------------
(Unaudited)
ASSETS
Current Assets:
Cash $ 380,542 $ 1,756,294
Trade accounts receivable 1,021,557 861,740
Crude oil inventory 18,335 7,570
Prepaid expenses 118,387 87,268
------------------ --------------
Total Current Assets 1,538,821 2,712,872
Property and Equipment, at cost, using full cost
method for oil and gas properties. Includes $976,779 and
$992,293 of leases held for sale at September 30, 1998
and December 31, 1997, respectively 24,868,198 23,811,679
Accumulated depletion, depreciation and amortization (5,074,758) (4,841,211)
------------------ --------------
19,793,440 18,970,468
Land 1,133,333 1,133,333
Acquisition and Development Costs - Petroport 1,458,791 766,485
Other Assets 1,119,266 1,344,105
------------------ --------------
Total Assets $ 25,043,651 $ 24,927,263
================== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 731,372 $ 700,315
Accrued interest payable 52,683 105,957
Current portion of accrued abandonment costs 231,000 231,000
Accrued income taxes payable 86,225 50,267
------------------ --------------
Total Current Liabilities 1,101,280 1,087,539
Long-Term Debt, less current portion 2,060,600 2,060,600
Accrued Abandonment Costs, less current portion 94,172 51,876
Deferred Income Taxes 1,114,976 1,103,921
Common Stock 44,918 44,918
Additional Paid-in Capital 17,665,323 17,669,515
Accumulated Earnings since January 1, 1990 2,962,382 2,908,894
------------------ --------------
Total Liabilities and
Stockholders' Equity $ 25,043,651 $ 24,927,263
================== ==============
3
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
Three Months
Ended September 30,
1998 1997
------ ------
Revenue from operations:
Pipeline operations $ 666,612 $ 1,255,628
Oil and gas sales and operating fees 191,389 185,961
-------------- --------------
REVENUE FROM OPERATIONS 858,001 1,441,589
Cost of operations:
Pipeline operating expenses 197,969 188,220
Lease operating expenses 141,631 162,183
Repair and maintenance costs 35,559 91,889
Depletion, depreciation, and amortization 100,506 90,107
-------------- --------------
COST OF OPERATIONS 475,665 532,399
============== ==============
INCOME FROM OPERATIONS 382,336 909,190
Other income (expense):
General and administrative (367,590) (316,004)
Interest expense (53,475) (54,801)
Interest and other income 23,763 28,283
-------------- --------------
INCOME (LOSS) BEFORE INCOME TAXES (14,966) 566,668
Provision for income taxes (1,050) (202,666)
-------------- --------------
NET INCOME (LOSS) $ (16,016) $ 364,002
============== ==============
Earnings per share:
Basic $ 0 $ 0.08
============== ==============
Diluted $ 0 $ 0.08
============== ==============
Weighted average number of common shares outstanding
and dilutive potential common shares:
Basic 4,491,847 4,459,167
============== ==============
Diluted 4,499,284 4,523,378
============== ==============
4
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
Nine Months
Ended September 30,
1998 1997
---------- ----------
Revenue from operations:
Pipeline operations $ 2,204,808 $ 3,188,320
Oil and gas sales and operating fees 591,283 620,786
-------------- --------------
REVENUE FROM OPERATIONS 2,796,091 3,809,106
Cost of operations:
Pipeline operating expenses 592,532 606,523
Lease operating expenses 437,591 486,704
Repair and maintenance costs 192,971 310,808
Depletion, depreciation, and amortization 297,761 276,784
------------- --------------
COST OF OPERATIONS 1,520,855 1,680,819
------------- --------------
INCOME FROM OPERATIONS 1,275,236 2,128,287
Other income (expense):
General and administrative (1,089,590) (983,763)
Interest expense (159,589) (165,731)
Interest and other income 90,386 76,601
-------------- --------------
INCOME BEFORE INCOME TAXES 116,443 1,055,394
Provision for income taxes (62,955) (388,414)
-------------- --------------
NET INCOME $ 53,488 $ 666,980
============== ==============
Earnings per share:
Basic $ 0.01 $ 0.15
============== ==============
Diluted $ 0.01 $ 0.15
============== ==============
Weighted average number of common shares outstanding
and dilutive potential common shares:
Basic 4,491,847 4,456,075
============== ==============
Diluted 4,503,619 4,510,170
============== ==============
5
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
Nine Months
Ended September 30,
1998 1997
----------- ----------
OPERATING ACTIVITIES
Net income $ 53,488 $ 666,980
Adjustments to reconcile net income to net cash provided by
operating activities:
Depletion, depreciation and amortization 297,761 276,784
Deferred income taxes 11,055 342,596
Changes in operating assets and liabilities:
(Increase) in trade accounts receivable (159,817) (394,035)
(Increase) in crude oil inventory and prepaid expenses (41,884) (19,211)
Increase (Decrease) in accounts payable and
other current liabilities 13,739 (292,717)
-------------- --------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 174,342 580,397
INVESTING ACTIVITIES
Oil and gas prospect generation costs (659,503) (518,111)
Proceeds from sales of oil and gas prospects 0 1,018,289
Purchases of property and equipment (317,179) (208,158)
Development costs - Petroport (701,441) (50,311)
Increase in other assets (11,359) 0
Funds escrowed for abandonment costs (357,632) (339,999)
Reduction of escrowed abandonment fund 593,830 0
Abandonment of oil and gas properties 0 (569,147)
Exploration and development costs (92,618) (10,627)
-------------- --------------
NET CASH (USED IN)
INVESTING ACTIVITIES (1,545,902) (678,064)
FINANCING ACTIVITIES
Net proceeds from the exercise of stock options and other (4,192) 13,126
-------------- --------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (4,192) 13,126
(DECREASE) IN CASH (1,375,752) (84,541)
CASH AT BEGINNING OF YEAR 1,756,294 1,207,323
-------------- --------------
CASH AT SEPTEMBER 30 $ 380,542 $ 1,122,782
============== ==============
SUPPLEMENTARY CASH FLOW INFORMATION
Interest paid $ 212,497 $ 110,470
============== ==============
Income taxes paid $ (109,639) $ 39,600
============== ==============
6
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
FOOTNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
SEPTEMBER 30, 1998
EARNINGS PER SHARE
Effective December 31, 1997, the Company adopted Statement of
Financial Accounting Standards No. 128 (SFAS No. 128), Earnings
per Share. SFAS No. 128 replaces the presentation of primary
earnings per share (EPS) with the presentation of basic EPS,
which excludes dilution and is computed by dividing income
available to common stockholders by the weighted-average number
of shares of common stock outstanding for the period. SFAS No.
128 also requires dual presentation of basic EPS and diluted EPS
on the face of the income statement and requires a reconciliation
of the numerators and denominators of basic EPS and diluted EPS.
The following table provides a reconciliation between basic and
diluted earnings per share:
Weighted
average
common shares
outstanding
and dilutive Per
Net potential share
income common shares amount
-------- --------------- --------
Nine Months ended
September 30, 1998:
Basic earnings $ 53,488 4,491,847 $ 0.01
Effect of dilutive
stock options 11,772
---------- ---------- --------
Diluted earnings $ 53,488 4,503,619 $ 0.01
========== ========== ========
Nine Months ended
September 30, 1997:
Basic Earnings $ 666,980 4,456,075 $ 0.15
Effect of dilutive
stock options 54,095
---------- ---------- --------
$ 666,980 4,510,170 $ 0.15
========== ========= ========
7
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
FOOTNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(Continued)
LEASES
The Company entered into a new office lease with an effective
date of September 1, 1998.
The following is a schedule of future minimum lease payments
required under long-term noncancelable operating leases:
YEARS ENDING FUTURE MINIMUM
DECEMBER 31, LEASE PAYMENTS
------------ --------------
1998 $ 34,077
1999 136,310
2000 136,310
2001 136,310
2002 136,310
Thereafter 595,723
--------------
$ 1,175,040
==============
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards No. 130
Reporting Comprehensive Income (SFAS No. 130), which establishes
standards for reporting and display of comprehensive income and
its components. Adoption by the Company of SFAS No. 130 effective
January 1, 1998, has had no impact to the Company's financial
statements presented herein.
Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities (SFAS No. 133),
was issued by the Financial Accounting Standards Board in June
1998. SFAS No. 133 standardizes the accounting for derivative
instruments, including certain derivative instruments embedded in
other contracts. The Company will adopt SFAS No. 133 beginning
in calendar year 2000. The Company has not determined the impact
that SFAS No. 133 will have on its financial statements and
believes that such determination will not be meaningful until
closer to the date of initial adoption.
8
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a review of certain aspects of the financial
condition and results of operations of the Company and should be
read in conjunction with the Condensed Consolidated Financial
Statements included in Item 1. of this report.
Certain of the statements included below, including those
regarding future financial performance or results, or that are
not historical facts, are or contain "forward-looking"
information as that term is defined in the Securities Act of
1933, as amended. The words "expect," "believe," "anticipate,"
"project," "estimate," and similar expressions are intended to
identify forward-looking statements. The Company cautions
readers that any such statements are not guarantees of future
performance or events and such statements involve risks,
uncertainties and assumptions, including but not limited to
industry conditions, prices of crude oil and natural gas,
regulatory changes, general economic conditions, interest rates,
competition, and other factors discussed below. Should one or
more of these risks or uncertainties materialize or should the
underlying assumptions prove incorrect, actual results and
outcomes may differ materially from those indicated in the
forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak
only as of the date hereof. The Company undertakes no obligation
to republish revised forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
FINANCIAL CONDITION
At September 30, 1998, the Company's working capital (current
assets less current liabilities) was $437,541, representing a
decrease of $1,187,792 as compared with working capital of
$1,625,333 at December 31, 1997. The decrease in working capital
is attributable to planned investments in longer term, high
potential programs. Approximately $700,000 was invested in the
Petroport project and $650,000 to generate oil & gas prospects.
Pursuant to the rules of the full cost method of accounting for
oil and gas properties, $976,779 and $992,293 of lease
acquisition costs associated with the Company's oil and gas
prospect generation activities, which costs the Company expects
to recover in 1998 or early 1999 through sale of prospects, are
excluded from working capital at September 30, 1998 and December
31, 1997, respectively.
The Company maintains a $10,000,000 reducing revolving credit
facility with Bank One, Texas, N.A. On August 1, 1998, the
borrowing base was adjusted to $1,040,000, reducing by $60,000
per month beginning September 1, 1998. The borrowing base and
reducing amount are redetermined semi-annually. The maturity
date is January 14, 2000, when the then outstanding principal
balance, if any, is due and payable. The current outstanding
balance under the credit facility is $10,000.
In July 1998, the Company renegotiated the terms of its
supplemental surety bonds that provide for certain of the
estimated future abandonment obligations associated with the
Buccaneer Field. The supplemental surety bonds total $1,300,000.
The previous terms required the escrowing of $10,000 per month
until the bonds were fully funded. Under the new terms, the
Company is no longer required to escrow funds. In July 1998,
approximately $593,000 of escrowed funds were released to the
Company.
9
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Offshore activity in the vicinity of the Blue Dolphin Pipeline
System remains active. In February 1998, an existing
producer / shipper completed a new well. In October
1998, a new field discovery was tied into the system.
The Company has entered into a purchase agreement with a Texas
based company to acquire a Gulf Coast pipeline system which
totals approximately 75 miles of pipeline of several sizes. The
purchase agreement provides for certain preconditions being met
to the satisfaction of the Company. The purchase is expected to
close in the first quarter of 1999.
Future utilization of the Company's pipelines and related
facilities will depend upon the success of drilling programs in
the pipeline corridors, and attraction and retention of producer
/ shippers to the systems.
The Company will remove an inactive satellite platform and
perform required site clearance in its' Buccaneer Field during
the fourth quarter of 1998, at an estimated cost of approximately
$231,000.
In September 1997, the Company entered into an agreement with
industry participants, whereby in exchange for certain
participation rights, these companies partially funded the costs
associated with the Company's 1997/1998 offshore prospect
generation program. The remaining program costs are reimbursed
to the Company as prospects are developed and leases acquired.
The program focus area includes approximately 2,000,000 acres in
Federal waters in the western Gulf of Mexico covered by 3-D
seismic data. The Company had previously entered into a multi-
year 3-D seismic data acquisition and licensing agreement,
whereby a minimum of $1,500,000 has been committed over a 5 year
period to acquire 3-D seismic data. Under the agreement the
Company has access to over 2,000,000 acres of 3-D seismic data,
primarily in the western Gulf of Mexico, and over 200,000 line
miles of close grid 2-D seismic data. Additionally, in March
1998, the program participants agreed to expand the program area
with a focus in Texas State waters along the Gulf Coast. The
participants reimbursed the Company upfront for additional 3-D
seismic costs. The initial program with these partners has
terminated. At the August 26, 1998 western Gulf of Mexico
federal lease sale, the participants submitted a successful bid
on a lease block. In addition, the Company, along with certain
of the participants, submitted bids on two additional lease
blocks, one of which has been awarded. The bid on the remaining
lease block is currently being evaluated by the Minerals
Management Service. A decision is expected within 90 days. The
Company's participation in the above two lease blocks is 30%.
Acquisition costs, to the Company's interest, are $60,048 for the
lease awarded and $49,248 for the pending lease.
The Company currently holds interests in two lease blocks
prospective for oil and gas in the High Island Area of the Gulf
of Mexico. The lease blocks were acquired in January 1996.
Approximately $825,000 was invested to acquire the two leases, in
addition to approximately $86,000 for lease rentals and $65,000
associated with technical development of the prospects. A 43.75%
interest in each of these prospective lease blocks has been sold.
Efforts to sell the remaining 56.25% interest in each lease block
are ongoing. An exploratory well was drilled in August 1998 on a
lease block that the Company sold in July 1997. The well was dry
and has been plugged and abandoned. Another prospect on this
lease is currently being evaluated.
10
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
In order to enhance the productivity of the prospect generation
program, the Company has transitioned from use of consulting
geologists and geophysicists to a 100% in house effort. A highly
experienced team of geologists and geophysicists, utilizing state
of the art work stations, has been assembled. The Company
currently is also seeking participants for available interests in
its 1998/1999 program. Additionally, funding is being sought
which would permit the Company to directly participate as a
working interest owner in and be designated operator for
prospects generated. The Company believes the necessary funding
can be in place by year end.
In the first quarter 1998, the Company drilled an unsuccessful
well on its Embar Field acreage in west Texas. The Company has
terminated the farmin and lease option agreement covering the
acreage following reevaluation of the risks of future drilling in
light of the outcome of the initial well. Drilling and workover
costs incurred to the Company's interest were approximately
$275,000.
Development of the Petroport deepwater terminal and offshore
storage facility continues to proceed as anticipated. The
design, engineering, costing and overall facility commercial
evaluation have been completed, with favorable results.
Discussions have commenced with prospective partners who would
participate in taking the project forward.
The facility has been designed by engineering firms retained by
the Company, and will be located 45 miles off the Texas coast in
approximately 120 feet of water. The design incorporates subsea
salt caverns for the storage of crude oil and refined products,
and three single point mooring buoys to enable offloading of two
vessels simultaneously. The design capacity of the facility will
be 1.25 million barrels per day. Crude will be delivered by
pipeline to shore, with access to the major Texas and Mid-
Continent refining centers.
Petroport will offer an efficient and cost effective alternative
for receipt of imported crude oil. The Company believes
Petroport's commercial success will be driven primarily by
economies of scale derived from use of larger fully loaded
tankers discharging short haul cargoes from Venezuela and Mexico
into Petroport, and efficiencies gained by supertankers
discharging intermediate and long haul West African North Sea,
and Persian Gulf crudes directly into Petroport versus current
use of lightering operations. Petroport will also be available
to serve producers of deepwater discoveries in the western Gulf
of Mexico.
Petroport's future business environment is expected to be
characterized by a continuing significant requirement by refiners
for imports, with use of short haul crudes as the dominant source
of foreign supply to Texas Gulf coast refineries. Oil
transportation savings afforded by Petroport, combined with the
Texas Gulf coast market demand for imported crude will, the
Company believes, provide a sound and strong outlook for
Petroport.
Cost of the offshore terminal and its onshore support facilities
is estimated to be $527 million. The Company expects to submit
the Petroport deepwater port license application and associated
permit requests in 1999, with operations planned to commence in
the year 2002.
The Company has conducted a review of its computer software to
11
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
identify the systems that could be affected by the "Year 2000"
issue. The Year 2000 issue results from computer programs being
written using two digits (rather than four) to define the
applicable year. As a result, certain of the Company's programs
that have time-sensitive software may recognize a date using "00"
as the year 1900 rather than the year 2000. This calculation
could result in a major system failure or miscalculations.
In connection with its assessment of Year 2000 compliance, the
Company has reviewed its business application software and is not
aware of any matters at this time that would result in material
adverse consequences to the Company. The Company is implementing
procedures to confirm Year 2000 compliance with all third parties
with which it has material relationships.
As of September 30, 1998, the Company has incurred minimal costs
in connection with Year 2000 compliance, and intends to complete
its Year 2000 compliance projects by July 1999.
In general, the Company believes that it has or can obtain
adequate capital resources and liquidity to continue to finance
and otherwise meet its anticipated business requirements. The
availability of capital resources may, however, affect the
Company's timing for major pipeline acquisitions, further
development of the Buccaneer Field, growth in oil and gas
prospect generation activities and the Petroport project.
RESULTS OF OPERATIONS
The Company reported net income for the nine months ended
September 30, 1998, ("current period") of $53,488, compared to
net income of $666,980 reported for the nine months ended
September 30, 1997 ("previous period").
REVENUES:
Revenues for the current period decreased by $1,013,016 or 27% to
$2,796,090 compared to revenues of $3,809,106 reported for the
previous period.
Revenues from pipeline operations decreased by $983,512 or 31%
from the previous period due to a decrease in oil transportation
revenues of $1,045,966, primarily due to the loss of a
producer/shipper in October 1997. The decrease in oil
transportation revenues was offset in part by an increase in gas
transportation revenues of $62,454, due to new wells tied into
the pipeline system during 1997 and 1998.
Revenues from oil and gas sales, and operating fees for the
current period decreased by $29,503 from those of the previous
period. Operating fees declined $32,985, due to normal
production declines.
COSTS AND EXPENSES:
Current period lease operating expenses decreased $49,113 or 10%
from those of the previous period. The decrease is due primarily
to lower insurance costs.
12
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Repair and maintenance costs for the current period decreased by
$117,837, due in part to nonrecurring repairs and modifications
to the Buccaneer Field production platforms and facilities of
approximately $65,000, incurred in the previous period.
General and administrative expenses for the current period
increased $105,827 or 11% from the previous period, principally
due to an increase in staff costs and consulting fees of
approximately $100,908, associated with potential asset
acquisitions.
13
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
A) Exhibits - None
B) Form 8-K - None
14
BLUE DOLPHIN ENERGY COMPANY AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
By: BLUE DOLPHIN ENERGY COMPANY
Date: 11/6/98 /s/ Michael J. Jacobson
Michael J. Jacobson
President and Chief Executive Officer
/s/ G. Brian Lloyd
G. Brian Lloyd
Vice President, Treasurer
15