FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 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 0-17162 --------------- KEY PRODUCTION COMPANY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 84-1089744 - ----------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 707 Seventeenth Street, Suite 3300 Denver, Colorado 80202-3404 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (303) 295-3995 --------------- 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 ------ ------ The number of shares of Key Production Company, Inc. common stock, $.25 par value, outstanding as of September 30, 1997, was 11,481,878. PART I - FINANCIAL INFORMATION ------------------------------ ITEM 1 - FINANCIAL STATEMENTS - ----------------------------- KEY PRODUCTION COMPANY, INC. CONSOLIDATED STATEMENT OF INCOME (Unaudited) For the Quarter For the Nine Months Ended September 30, Ended September 30, ------------------- ---------------------- (In thousands, except per share data) 1997 1996 1997 1996 -------- -------- --------- ----------- REVENUES: Oil and gas production revenues $ 9,582 $ 9,584 $30,042 $ 25,592 Other revenues 31 204 197 286 ------- ------- ------- --------- 9,613 9,788 30,239 25,878 ------- ------- ------- --------- OPERATING EXPENSES: Depreciation, depletion and amortization 3,183 3,047 9,221 9,006 Operating costs 2,638 2,625 7,920 6,842 Administrative, selling and other 454 461 1,558 1,524 Financing costs: Interest expense 141 168 462 494 Interest income (29) (14) (72) (38) ------- ------- ------- --------- 6,387 6,287 19,089 17,828 ------- ------- ------- --------- INCOME BEFORE INCOME TAXES 3,226 3,501 11,150 8,050 PROVISION FOR INCOME TAXES 1,226 1,330 4,237 3,059 ------- ------- ------- --------- NET INCOME $ 2,000 $ 2,171 $ 6,913 $ 4,991 ======= ======= ======= ========= NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE $ .16 $ .18 $ .57 $ .44 ======= ======= ======= ========= WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 12,282 12,353 12,200 11,360 ======= ======= ======= ========= The accompanying notes to financial statements are an integral part of this statement. -2- KEY PRODUCTION COMPANY, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) For the Nine Months Ended September 30, --------------------- (In thousands) 1997 1996 ---------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 6,913 $ 4,991 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization 9,221 9,006 Deferred income taxes 3,791 2,738 Changes in operating assets and liabilities, net of the effect of businesses acquired: (Increase) decrease in receivables 1,422 (1,693) Increase in prepaid expenses and other (153) (180) Increase (decrease) in accounts payable and accrued expenses 3,751 (136) Decrease in long-term property liabilities and other (347) (139) -------- -------- Net cash provided by operating activities 24,598 14,587 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Oil and gas exploration and development expenditures (23,448) (12,795) Acquisition of oil and gas properties (7,799) (640) Cash received in connection with acquisition, net of purchase adjustments - 2,879 Proceeds from sale of oil and gas properties 429 724 Other capital expenditures (809) (151) -------- -------- Net cash used by investing activities (31,627) (9,983) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Long-term borrowings 14,000 10,104 Payments on long-term debt (4,500) (14,154) Payments to acquire treasury stock (410) (2) Proceeds from issuance of common stock 50 24 -------- -------- Net cash provided (used) by financing activities 9,140 (4,028) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS 2,111 576 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,581 591 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,692 $ 1,167 ======== ======== The accompanying notes to financial statements are an integral part of this statement. -3- KEY PRODUCTION COMPANY, INC. CONSOLIDATED BALANCE SHEET September 30, December 31, (In thousands) 1997 1996 -------------- ------------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 3,692 $ 1,581 Receivables 7,201 8,623 Prepaid expenses and other 1,027 874 -------- -------- 11,920 11,078 -------- -------- OIL AND GAS PROPERTIES, ON THE BASIS OF FULL COST ACCOUNTING: Proved properties 128,265 102,487 Unproved properties and properties under development, not being amortized 16,514 10,685 -------- -------- 144,779 113,172 Less - accumulated depreciation, depletion and amortization (37,997) (28,941) -------- -------- 106,782 84,231 -------- -------- OTHER ASSETS, NET 1,396 631 -------- -------- $120,098 $ 95,940 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 7,771 $ 4,405 Accrued exploration and development 1,641 852 Accrued lease operating expense and other 996 761 -------- -------- 10,408 6,018 -------- -------- LONG-TERM DEBT 32,000 22,500 -------- -------- DEFERRED CREDITS AND OTHER NONCURRENT LIABILITIES Deferred income taxes 13,720 9,929 Long-term property liabilities and other 1,998 2,224 -------- -------- 15,718 12,153 -------- -------- STOCKHOLDERS' EQUITY: Common stock, $.25 par value, 50,000,000 shares authorized, 11,774,190 and 11,713,584 shares issued, respectively 2,944 2,928 Paid-in capital 37,359 37,245 Retained earnings 24,382 17,469 Treasury stock at cost, 292,312 and 259,093 shares, respectively (2,713) (2,373) -------- -------- 61,972 55,269 -------- -------- $120,098 $ 95,940 ======== ======== The accompanying notes to financial statements are an integral part of this statement. -4- KEY PRODUCTION COMPANY, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) TOTAL STOCK- COMMON PAID-IN RETAINED TREASURY HOLDERS' STOCK CAPITAL EARNINGS STOCK EQUITY ------- -------- -------- --------- --------- (In thousands, except per share data) BALANCE, DECEMBER 31, 1996 $2,928 $37,245 $17,469 $(2,373) $55,269 Net income - - 6,913 - 6,913 Common stock issued 16 103 - - 119 Treasury stock issued - 11 - 70 81 Treasury stock purchased - - - (410) (410) ------ ------- ------- ------- ------- BALANCE, SEPTEMBER 30, 1997 $2,944 $37,359 $24,382 $(2,713) $61,972 ====== ======= ======= ======= ======= The accompanying notes to financial statements are an integral part of this statement. -5- KEY PRODUCTION COMPANY, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) The financial statements included herein have been prepared by Key Production Company, Inc. ("Key" or the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods, on a basis consistent with the annual audited statements. All such adjustments are of a normal, recurring nature except as disclosed herein. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the financial statements and summary of significant accounting policies and notes thereto included in the Company's latest annual report on Form 10-K. BASIS OF PRESENTATION Key consummated the acquisition of Brock Exploration Corporation ("Brock") on March 28, 1996 in a tax-free reorganization pursuant to which Brock became a wholly-owned subsidiary of Key. To effect the transaction, each Brock shareholder received one share of Key common stock for each 1.45 Brock shares held. The accompanying financial statements include the accounts of Key for 1997 and 1996 and the accounts of Brock for periods subsequent to the acquisition. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. INCOME TAXES Income tax expense consisted of the following: Nine Months Ended September 30, ------------------------------- 1997 1996 --------------- -------------- Current Taxes: Federal $ - $ - State 446 321 Deferred Taxes: 3,791 2,738 ------ ------ $4,237 $3,059 ====== ====== -6- NET INCOME PER SHARE Net income per share amounts are based on the weighted average number of common shares outstanding for each period. When dilutive, outstanding options to purchase common stock are included as share equivalents using the treasury stock method. Only one per share figure is presented for each period because the fully diluted and primary earnings per share amounts are not materially different. The Company will adopt Financial Accounting Standards No. 128, "Earnings per Share," on December 15, 1997. The new standard replaces "primary earnings per share" with "basic earnings per share" and redefines "diluted earnings per share." On a pro forma basis, the Company would report the following per share results. For the Three Months For the Nine Months Ended September 30, Ended September 30, -------------------- ------------------- 1997 1996 1997 1996 ---------- -------- -------- --------- Basic earnings per common share $ .17 $ .19 $ .60 $ .46 Diluted earnings per common share $ .16 $ .18 $ .57 $ .44 STATEMENT OF CASH FLOWS The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. These investments earned 5.7 percent and 5.5 percent rates of interest at September 30, 1997 and December 31, 1996, respectively, with cost approximating market. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION For the Nine Months Ended September 30, ------------------- 1997 1996 -------- -------- (In thousands) Cash paid during the period for: Interest (net of amounts capitalized) $756 $394 Income taxes (net of refunds received) $107 $188 -7- SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES In connection with the Brock acquisition, the Company received cash and cash equivalents totaling $2,098,000. In addition to the cash impact, the acquisition had the following noncash impact on the Company's December 31, 1996 balance sheet: Amount -------------- (in thousands) Current assets $ 1,383 Oil and gas properties 21,346 ------- $22,729 ======= Current liabilities $ 1,099 Long-term debt 7,950 Non-current liabilities 1,909 Stockholders' equity 13,869 ------- $24,827 ======= PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma information was prepared as if the Brock acquisition occurred on January 1, 1996. The pro forma data presented is based on numerous assumptions and is not necessarily indicative of future operations. Nine Months Ended September 30, 1996 ------------------ (In thousands, except per share data) Revenues $28,383 Net income $ 5,532 Net income per share $ .46 -8- ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL RESULTS Key is reporting third quarter net income of $2.0 million. This represents an 8 percent decrease from the $2.2 million reported for the same period of 1996. On a per share basis, net income of $.16 is down 11 percent from the $.18 reported a year ago. Third quarter results for 1997 and 1996 are based on revenues of $9.6 million and $9.8 million, respectively. On a year to date basis, Key is reporting a 39 percent increase in net income and a 30 percent increase in net income per share. Net income for the nine month periods was $6.9 million in 1997 versus $5.0 million in 1996. Revenues for the nine month periods of 1997 and 1996 were $30.2 million and $25.9 million, respectively. RESULTS OF OPERATIONS For the Quarter For the Nine Months Ended September 30, Ended September 30, ---------------------------- ----------------------------- 1997 1996 1997 1996 ------------- ------------ ------------- ------------- Selected Oil and Gas Operating Statistics - -------------------- Gas Volume - Mcf per day 30,725 26,758 29,556 24,658 Gas Price - Per Mcf $ 2.11 $ 1.96 $ 2.25 $ 1.97 Oil Volume - Barrels per day 2,120 2,466 2,238 2,251 Oil Price - Per barrel $ 17.42 $ 20.51 $ 18.48 $ 19.46 Full Cost Amortization Rate 32.5% 31.4% 30.1% 34.7% Oil and gas revenues for the third quarters of 1997 and 1996 remained close despite a significant decrease to oil prices in the third quarter of 1997. Increases to gas prices and gas production offset the negative effect of lower oil prices and production. Oil and gas revenues for the nine month periods increased 17 percent between 1997 and 1996. Production increases from the acquisition of Brock in the first quarter of 1996 and new drilling are fueling the increase. Oil sales for the current quarter of $3.4 million are down 27 percent from the $4.7 million reported for the same quarter a year ago. Decreases to oil prices and volumes contributed to the drop in oil revenues. Daily oil production went from 2,466 barrels per day in 1996 to 2,120 barrels per day in 1997. Production declines accounted for $.7 million of the revenue variance. Key's average oil price dropped 15 percent and had a negative impact of $.6 million on revenues. Oil sales for the first nine months went from $12.0 million in 1996 to $11.3 million in 1997 and are lagging 1996 results by 6 percent. Year to date oil production remained relatively flat while oil prices decreased by 5 percent. The average price went from $19.46 per barrel in 1996 to $18.48 per barrel in 1997. Price declines are responsible for approximately $.6 million of the variance. Gas sales for the third quarter of 1997 increased 24 percent to reach $6 million. Daily gas production increased from 26,758 Mcf per day in 1996 to 30,725 Mcf per day in 1997. This 15 percent increase to production added approximately $.7 million. Key's average price for the quarter increased by 8 percent and added another $.4 million to gas sales. -9- Gas sales for the nine month period increased by 37 percent between 1996 and 1997. Daily production increased from 24,658 Mcf per day in 1996 to 29,556 Mcf per day in 1997. Production increases contributed approximately $2.6 million to gas sales. Key's average price increased from $1.97 per Mcf in 1996 to $2.25 per Mcf in 1997, for an additional $2.2 million in sales. Product sales from gas processing plants for the third quarter and first nine months increased 111 percent and 95 percent, respectively, but did not contribute a significant amount to oil and gas revenues. Key's oil and gas revenues for the first nine months of 1997 are derived from the following product mix: 38 percent oil, 60 percent gas and 2 percent plant products. This compares to the following mix for 1996: 47 percent oil, 52 percent gas and 1 percent plant products. Other revenues for the first nine months of 1997 and 1996 are $197,000 and $286,000, respectively. Key's primary source of other revenue for 1997 and 1996 has been income from a pipeline acquired in the 1996 Brock acquisition. This pipeline was subsequently sold in March of 1997 resulting in a decrease to other revenues between 1996 and 1997. Depreciation, depletion and amortization (DD&A) expense for the third quarter and first nine months of 1997 increased 4 percent and 2 percent, respectively, from the comparable periods of 1996. The slight increase to third quarter expense was driven by an increase to the DD&A rate with oil and gas sales remaining flat. Key's third quarter rate as a percentage of revenue increased from 31.4 percent in 1996 to 32.5 percent in 1997. The year to date DD&A expense is a direct result of Key's increased oil and gas sales. However, due to a decline in the DD&A rate from 34.7 percent in 1996 to 30.1 percent in 1997, the increase was very slight. Also included in DD&A expense is a relatively immaterial amount of depreciation on fixed assets and amortization of financing costs associated with the Company's credit facility. Operating expenses held steady at $2.6 million for the third quarters of 1997 and 1996, and increased 16 percent between the first nine months of 1997 and 1996. Most of the expense increase between 1997 and 1996 is a result of the Brock acquisition in 1996 and the resulting larger property base. Expenses for 1996 do not include a full year of Brock expenses. On a unit of production basis, third quarter expenses decreased from $.69 per EMcf in 1996 to $.66 per EMcf in 1997. Year to date expenses compared on a unit of production basis increased from $.65 per EMcf in 1996 to $.67 per EMcf in 1997. (Oil is compared to natural gas in terms of equivalent thousand cubic feet, "EMcf." One barrel of oil is the energy equivalent of six Mcf of natural gas.) General, administrative and other costs decreased 2 percent between the third quarters of 1996 and 1997, and increased 2 percent between the first nine months of 1997 and 1996. Due to certain economies of scale and full cost accounting rules which provide for the capitalization of direct overhead related to exploration and development activities, the Company was able to maintain levels of administrative expense while managing a larger asset base. General, administrative and other costs declined on a units of production basis from $.15 per EMcf for the first nine months of 1996 to $.13 per EMcf for the first nine months of 1997. Interest expense before capitalization for the first nine months of 1997 and 1996 was $1.2 million and $1.0 million, respectively. Key capitalized interest on borrowings associated with undeveloped leasehold. The amounts capitalized for the same periods were $.7 million and $.5 million, respectively. -10- CASH FLOW AND LIQUIDITY Liquidity refers to the ability of an enterprise to generate adequate amounts of cash to satisfy its financial commitments. Key's primary needs for cash are for payment of existing financing obligations and trade commitments related to oil and gas operations. The Company's primary sources of liquidity are cash flows from operating activities and debt financing. Management believes that the overall sources of funds available to Key, including cash on hand, will continue to be more than sufficient to satisfy the Company's financial obligations. Cash from operating activities reached $24.6 million for the first nine months of 1997, a 69 percent increase over the $14.6 million reported for the same period of 1996. Increases to net income, deferred taxes and DD&A added $3.2 million. The other $7.0 million of the increase is primarily due to a decrease in revenue receivables and an increase in accounts payable balances. Cash expenditures for exploration and development reached $23.4 million for the first nine months of 1997. This is an 83 percent increase over the $12.8 million expended in the first nine months of 1996. For the nine months of 1997, exploration and development expenditures amounted to 95 percent of cash from operating activities. For the same period of 1996, 88 percent of cash from operating activities was expended for exploration and development. Cash expended for the acquisition of oil and gas properties includes the acquisition of non-producing acreage over 11 salt domes in west central Mississippi and the acquisition of producing properties in the Hardeman basin of north Texas. Since year end 1996, the Company has borrowed a net $9.5 million against its credit facility. The long-term debt balance was $32.0 million at September 30, 1997, compared to $22.5 million at December 31, 1996. Proceeds from the borrowings were used to finance the above acquisitions and drilling opportunities in excess of cash generated by operating activities. Between year end 1995 and September 30, 1996, long-term debt increased from $14.6 million to $18.5 million. Subsequent to the acquisition of Brock, Key drew on its own credit facility to retire the Brock debt and obtain more favorable financing terms. The Company's ratio of current assets to current liabilities was 1.1 to 1 at September 30, 1997, a decrease from the 1.8 to 1 ratio calculated at December 31, 1996. FUTURE TRENDS As discussed previously, expenditures for oil and gas exploration and development are significantly ahead of last year. The majority of the drilling activity during 1997 has been in the California and Mid-Continent regions. The Company expects to drill several more wells in these regions during the fourth quarter of 1997 and anticipates 1998 drilling activity to outpace 1997 activity in both regions. Production from recently completed drilling in California is expected to have a significant impact on fourth quarter 1997 gas production. Drilling in the California region is focused on opportunities identified through 3-D seismic technology. The Company has conducted several 3-D seismic surveys that have yielded excellent drilling success to date. Seismic surveys will be concluded on three additional areas by mid-1998 and a significant number of additional drilling locations are expected to be identified as a -11- result. Drilling on these already-identified prospects is expected to continue throughout 1998 and into 1999. Gulf Coast exploration efforts continue to focus in the Mississippi Salt Dome Basin and in Vermillion Parish, Louisiana. Earlier in 1997, the Company acquired a leasehold interest in acreage covering twelve domes in the Mississippi Salt Dome Basin. The Company is currently participating in drilling a well in this area based on conventional 2-D seismic data. 3-D seismic technology will be used to identify additional drilling opportunities. The Company is currently conducting a 38 square mile seismic survey and expects to commence drilling utilizing data obtained from that survey during the second quarter of 1998. Several additional seismic surveys are scheduled to be completed during 1998 with drilling on these prospects expected to commence in 1998 and continue into 2000. The seismic survey work in Vermillion Parish, Louisiana will be completed during the fourth quarter of 1997 and drilling of the first well is scheduled for early 1998. Over the last several years, the Rocky Mountain region has lagged behind the other regions in terms of drilling activity. However, exploration activity in this area has been increasing recently and the Company has two wells scheduled to be drilled in early 1998. Also, given the Company's significant undeveloped leasehold position in Wyoming, increased activity in this area could expose the Company to additional drilling opportunities. It is, however, impossible to predict the ultimate impact, if any, of this increased activity. The Company's newest focus area is the Hardeman Basin in North Texas. During the third quarter of 1997, Key entered into an exploration joint venture with Enserch Exploration, Inc. ("Enserch"). Under the terms of the agreement, Enserch contributed its land and 3-D seismic database and Key agreed to drill at least 20 wells on Enserch's acreage over the next two years. Key also purchased an interest in and assumed operations of Enserch's producing wells in the same area. Production in the Hardeman Basin is primarily oil. The Company has opened a regional office in Dallas to coordinate exploration and production efforts in this area. The Company continues to review merger and acquisition opportunities when they become known. Potential acquisitions or mergers with the economic and strategic attributes necessary to facilitate the profitable growth of the Company will be actively pursued. The Company expects that cash on hand, net cash generated by operating activities and amounts available under the credit facility will be adequate to meet future liquidity needs under the current corporate policies. Management believes that the overall source of funds available to Key will continue to be sufficient to provide resources to meet the Company's exploration, development, and acquisition objectives. CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This report contains "forward-looking statements" within the meaning of the federal securities laws. These forward-looking statements include, among others, statements concerning the Company's outlook for the remainder of 1997 with regard to production levels, price realizations, expenditures for exploration and development, plans for funding operations and capital expenditures, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. The forward-looking statements in this -12- report are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by the statements. These risks and uncertainties include, but are not limited to, fluctuations in the price the Company receives for its oil and gas production, reductions in the quantity of oil and gas sold due to decreased industry-wide demand and/or curtailments in production from specific properties due to mechanical, marketing or other problems, operating and capital expenditures that are either significantly higher or lower than anticipated because the actual cost of identified projects varied from original estimates and/or from the number of exploration and development opportunities being greater or fewer than currently anticipated and increased financing costs due to a significant increase in interest rates. These and other risks and uncertainties affecting the Company are discussed in greater detail in this report and in other filings by the Company with the Securities and Exchange Commission. -13- PART II. - OTHER INFORMATION ---------------------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- (a) Exhibits: 27.1 Financial Data Schedule for Commercial and Industrial Companies per Article 5 of the Regulation S-X for the quarter ended September 30, 1997. (b) Reports on Form 8-K: None. -14- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: November , 1997 KEY PRODUCTION COMPANY, INC. /s/ Monroe W. Robertson ---------------------------- Monroe W. Robertson Senior Vice President and Secretary (Principal Financial Officer) /s/ Cathy L. Anderson ---------------------------- Cathy L. Anderson Controller (Principal Accounting Officer) -15-