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FORM 10-Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended March 31, 1995
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: 0-20100
BELDEN & BLAKE CORPORATION
- - -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-1686642
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5200 Stoneham Road
North Canton, Ohio 44720
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(Address of principal executive offices) (Zip Code)
(216) 499-1660
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(Registrant's telephone number, including area code)
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(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.
[X] Yes [ ] No
Number of common shares of Belden & Blake Corporation
Outstanding as of April 28, 1995 7,106,246
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BELDEN & BLAKE CORPORATION
INDEX
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Page
----
PART I Financial Information:
- - ------
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1995 and 1
December 31, 1994
Consolidated Statements of Operations for the three 3
months ended March 31, 1995 and 1994
Consolidated Statements of Shareholders' Equity for 4
the three months ended March 31, 1995 and the years
ended December 31, 1994 and 1993
Consolidated Statements of Cash Flows for the three 5
months ended March 31, 1995 and 1994
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
PART II Other Information
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Item 6. Exhibits and Reports on Form 8-K 11
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BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
1995 1994
------------- -------------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 7,363,820 $ 3,649,005
Accounts receivable, net 14,956,973 13,068,663
Inventories 5,847,373 6,676,884
Deferred income taxes 1,756,521 1,741,093
Other current assets 2,054,710 956,699
------------- -------------
TOTAL CURRENT ASSETS 31,979,397 26,092,344
PROPERTY AND EQUIPMENT
Oil and gas properties (successful efforts method) 143,274,016 122,279,367
Gas gathering systems 18,244,915 18,120,365
Land, buildings, machinery and equipment 20,128,974 19,564,247
------------- -------------
181,647,905 159,963,979
Less accumulated depreciation, depletion
and amortization 44,146,780 40,788,899
------------- -------------
PROPERTY AND EQUIPMENT, NET 137,501,125 119,175,080
OTHER ASSETS 2,841,467 2,905,371
------------- -------------
$ 172,321,989 $ 148,172,795
============= =============
<FN>
The balance sheet at December 31, 1994 has been derived from the audited financial
statements at that date but does not include all of the information and footnotes
generally required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
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BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
1995 1994
-------------- -------------
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,709,696 $ 3,593,811
Accrued expenses 10,960,944 8,440,315
Current portion of long-term liabilities 417,403 447,257
-------------- -------------
TOTAL CURRENT LIABILITIES 16,088,043 12,481,383
LONG-TERM LIABILITIES
Senior notes 35,000,000 35,000,000
Convertible subordinated debentures 7,350,000 7,350,000
Bank and other long-term debt 23,651,813 4,239,682
Capitalized lease obligations 553,287 645,314
Other 660,279 623,162
-------------- -------------
TOTAL LONG-TERM LIABILITIES 67,215,379 47,858,158
DEFERRED INCOME TAXES 6,929,774 6,691,408
SHAREHOLDERS' EQUITY
Common stock without par value; $.10 stated value
per share; authorized 12,000,000 shares; issued
and outstanding 7,106,246 and 7,084,737 shares 710,625 708,474
Preferred stock without par value; $100 stated value
per share; authorized 8,000,000 shares;
issued and outstanding 24,000 shares 2,400,000 2,400,000
Paid in capital 70,629,419 70,378,839
Retained earnings 8,573,699 7,879,483
Unearned portion of restricted stock (224,950) (224,950)
-------------- -------------
TOTAL SHAREHOLDERS' EQUITY 82,088,793 81,141,846
-------------- -------------
$ 172,321,989 $ 148,172,795
============== =============
<FN>
The balance sheet at December 31, 1994 has been derived from the audited financial statements
at that date but does not include all of the information and footnotes generally required
by generally accepted accounting principles for complete financial statements.
See accompanying notes.
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BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
1995 1994
------------- -------------
REVENUES
Oil and gas sales $ 9,206,656 $ 7,654,882
Gas marketing and gathering 8,915,885 9,954,646
Oilfield sales and service 4,120,760 3,011,073
Interest and other 181,985 86,107
------------- -------------
22,425,286 20,706,708
EXPENSES
Production expense 2,633,514 2,162,234
Cost of gas and gathering expense 7,901,476 8,863,083
Oilfield sales and service 4,210,353 3,002,447
Exploration expense 894,930 661,705
General and administrative expense 949,239 954,858
Interest expense 1,162,990 923,710
Depreciation, depletion and amortization 3,499,425 2,834,774
------------- -------------
21,251,927 19,402,811
------------- -------------
INCOME BEFORE INCOME TAXES 1,173,359 1,303,897
Provision for income taxes 434,143 496,656
------------- -------------
NET INCOME $ 739,216 $ 807,241
============= =============
NET INCOME PER COMMON SHARE $ 0.10 $ 0.11
============= =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 7,101,705 7,066,447
============= =============
<FN>
See accompanying notes.
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BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
UNEARNED
COMMON COMMON PREFERRED PAID-IN RETAINED RESTRICTED
SHARES STOCK STOCK CAPITAL EARNINGS STOCK TOTAL
--------- -------- ---------- ----------- ---------- ---------- -----------
JANUARY 1, 1993 3,355,241 $335,524 $2,400,000 $25,550,711 $1,176,536 $(440,000) $29,022,771
Stock issued 60,000 6,000 491,150 497,150
Stock issued 168,000 16,800 1,658,702 1,675,502
Stock issued 3,450,000 345,000 41,817,720 42,162,720
Net income 3,220,026 3,220,026
Preferred stock dividend (180,000) (180,000)
Employee stock bonus 22,325 2,232 237,762 239,994
Restricted stock grant 108,999 110,000 218,999
Other (2,485) (248) 248 --
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DECEMBER 31, 1993 7,053,081 705,308 2,400,000 69,865,292 4,216,562 (330,000) 76,857,162
Stock issued 31,656 3,166 384,622 387,788
Net income 3,842,921 3,842,921
Preferred stock dividend (180,000) (180,000)
Restricted stock grant 128,925 105,050 233,975
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DECEMBER 31, 1994 7,084,737 708,474 2,400,000 70,378,839 7,879,483 (224,950) 81,141,846
Net income 739,216 739,216
Preferred stock dividend (45,000) (45,000)
Employee stock bonus 21,509 2,151 250,580 252,731
- - ---------------------------------------------------------------------------------------------------------------------
(UNAUDITED)
MARCH 31, 1995 7,106,246 $710,625 $2,400,000 $70,629,419 $8,573,699 $(224,950) $82,088,793
=====================================================================================================================
<FN>
See accompanying notes.
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BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 739,216 $ 807,241
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization 3,499,425 2,834,774
(Gain) loss on disposal of property and equipment (132,604) 49,348
Deferred income taxes 222,938 312,936
Deferred compensation and stock grants 289,585 --
Change in operating assets and liabilities, net of
effects of purchases of businesses:
Accounts receivable 2,807,042 49,142
Inventories 932,301 (281,071)
Other current assets (1,026,522) 192,578
Accounts payable and accrued expenses (3,798,023) 322,695
---------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,533,358 4,287,643
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired (11,832,404) (15,330,021)
Proceeds from property and equipment disposals 177,284 88,261
Additions to property and equipment (1,964,698) (4,350,099)
Decrease in other assets 15,993 27,135
---------- ----------
NET CASH USED IN INVESTING ACTIVITIES (13,603,825) (19,564,724)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving line of credit and long-term debt 22,000,000 100,000
Repayment of long-term debt (8,081,170) (308,489)
Repayment of capital lease obligations (88,548) (64,823)
Preferred stock dividends (45,000) (45,000)
---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 13,785,282 (318,312)
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,714,815 (15,595,393)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,649,005 22,244,231
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $7,363,820 $6,648,838
========== ==========
CASH PAID DURING THE PERIOD FOR:
Interest $1,322,173 $ 930,613
Income taxes 151,517 4,475
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of assets in exchange for debt 5,460,230 --
Acquisition of assets in exchange for stock -- 387,788
<FN>
See accompanying notes.
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BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(UNAUDITED)
MARCH 31, 1995
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(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Belden
& Blake Corporation and its subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three-month period ended March 31, 1995 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 1995. For further information, refer to the consolidated
financial statements and footnotes included in Belden & Blake Corporation and
Subsidiaries' annual report on Form 10-K for the year ended December 31, 1994.
(2) ACQUISITIONS
In March 1995, the Company entered into an agreement to purchase all
the producing properties of The East Ohio Gas Company for $6.5 million. The
assets to be acquired include a 100% working interest in 378 natural gas wells
and drilling rights on more than 250,000 acres of adjacent properties. A
substantial majority of the wells to be acquired are adjacent to properties
currently being operated by the Company. The wells had estimated proved
reserves of 8.5 Bcf (billion cubic feet) of natural gas and 80,000 Bbls
(barrels) of oil at December 31, 1994. The purchase is subject to the
satisfaction of certain due diligence matters, consent requirements and other
conditions. The pro forma results, if reported, would not be materially
different from results of operations as reported.
In January 1995, the Company purchased Ward Lake Drilling, Inc. ("Ward
Lake"), a privately-held exploration and production company headquartered in
Gaylord, Michigan, for $15.1 million. The purchase was funded by borrowings
under the Company's existing credit facility. Ward Lake operates and holds a
production payment interest and working interests averaging 13.6% in
approximately 500 Antrim Shale gas wells located in Michigan's lower peninsula.
The purchase also included approximately 5,500 undeveloped leasehold acres that
Ward Lake owns in Michigan.
At December 31, 1994, the wells had estimated proved developed natural
gas reserves totaling 98 Bcf gross (13.7 Bcf net). Approximately one half of
the purchase price represented payment for the proved reserves, with the
balance associated with other oil and gas and corporate assets. A joint
election was made by the Company and the selling shareholders to treat the
stock purchase of Ward Lake as an asset purchase for tax purposes.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------------------------------------------------------
The table below presents the unaudited actual results of operations
for the three months ended March 31, 1995 and the pro forma results of
operations for the three months ended March 31, 1994 as if the acquisition of
Ward Lake had occurred on January 1, 1994.
ACTUAL PRO FORMA
1995 1994
----------- -----------
(in thousands except per share data)
Total revenues $ 22,425 $ 21,778
Net income 739 900
Net income per common share $ .10 $ .12
Weighted average common shares outstanding 7,102 7,066
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
RESULTS OF OPERATIONS
OIL AND GAS SALES. Oil and gas sales increased $1.6 million (20%) in
the first quarter of 1995 compared to the same period of 1994 due primarily to
an increase in oil and gas volumes sold and a higher average price paid for the
Company's oil. These increases more than offset a lower average price paid for
the Company's natural gas.
Oil volumes increased 10,870 Bbls (10%) from 106,801 Bbls in the first
quarter of 1994 to 117,671 Bbls in the first quarter of 1995 resulting in an
increase in oil sales of approximately $160,000. Gas volumes increased 670,849
Mcf (thousand cubic feet) (30%) from 2,256,577 Mcf in the first quarter of 1994
to 2,927,426 Mcf in the first quarter of 1995 resulting in an increase in gas
sales of approximately $1.8 million. These volume increases were primarily
due to the Company's 1995 acquisitions and production from the Company's 1994
drilling program.
The average price paid for the Company's oil increased from $14.38 per
barrel in the first quarter of 1994 to $16.70 per barrel in the first quarter
of 1995 which increased oil sales by approximately $270,000. The average price
paid for the Company's natural gas decreased $.24 per Mcf to $2.47 per Mcf in
the first quarter of 1995 compared to the first quarter of 1994 which decreased
gas sales in the first quarter of 1995 by approximately $700,000.
GAS MARKETING AND GATHERING REVENUE. Gas marketing and gathering
revenue decreased $1.0 million (10%) in 1995 compared with 1994 due to a
decrease in volumes and selling price of gas purchased from third parties and
resold.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
OILFIELD SALES AND SERVICE REVENUE. Oilfield sales and service
revenue increased $1.1 million (37%) from $3.0 million in the first quarter of
1994 to $4.1 million in the first quarter of 1995. This increase was primarily
due to an increase of $825,767 in sales by Engine Power Systems, Inc. ("EPS")
and due to the sales generated by the three oilfield service companies acquired
by the Company in September and October 1994.
INTEREST AND OTHER REVENUE. Interest and other revenue increased
$95,878 (111%) from $86,107 in the first quarter of 1994 to $181,985 in the
first quarter of 1995 primarily due to the recognition of income in 1995 from
an incentive production payment associated with certain properties operated by
Ward Lake.
PRODUCTION EXPENSE. Production expense increased from $2.2 million in
the first quarter of 1994 to $2.6 million in the first quarter of 1995. This
increase was largely due to the increased production discussed above. The
average production cost decreased from $.75 per Mcfe (equivalent Mcf of natural
gas) in the first quarter of 1994 to $.72 per Mcfe in the first quarter of
1995. This decrease was primarily due to the lower operating costs per Mcfe of
the 1995 acquisitions.
COST OF GAS AND GATHERING EXPENSE. Cost of gas and gathering expense
in the first quarter of 1995 decreased $1.0 million (11%) compared with the
first quarter of 1994 due to a decrease in volumes of gas purchased from third
parties and resold.
OILFIELD SALES AND SERVICE EXPENSE. Oilfield sales and service expense
increased $1.2 million (40%) from $3.0 million in the first quarter of 1994 to
$4.2 million in the first quarter of 1995 primarily as a result of the
increased cost of goods sold associated with increased sales by EPS and the
sales made by the 1994 acquisitions described above.
EXPLORATION EXPENSE. Exploration expense increased $233,225 (35%) from
$661,705 in the first quarter of 1994 to $894,930 in the first quarter of 1995
primarily due to higher levels of geological, geophysical and leasing activity
and $88,500 in dry hole costs in the first quarter of 1995.
GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense
decreased from $954,858 in the first quarter of 1994 to $949,239 in the first
quarter of 1995, notwithstanding the continued growth of the Company.
INTEREST EXPENSE. Interest expense increased from $923,710 in the
first quarter of 1994 to $1.2 million in the first quarter of 1995. This
increase was primarily due to $20 million in bank borrowings in the first
quarter of 1995 to finance the acquisition of Ward Lake and all the producing
properties of The East Ohio Gas Company.
DEPRECIATION, DEPLETION AND AMORTIZATION. Depreciation, depletion and
amortization increased by $664,651 (23%) in the first quarter of 1995 compared
to the first quarter of 1994. This increase was primarily due to additional
depletion expense associated with the production volumes described above.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
INCOME BEFORE INCOME TAXES. Income before income taxes decreased
$130,538 (10%) from $1.3 million in the first quarter of 1994 to $1.2 million
in the first quarter of 1995. The oil and gas operations segment increased
operating income $234,945 (10%) from $2.3 million in 1994 to $2.5 million in
1995. The increase was attributable to the items discussed above. The
oilfield sales and service segment operating loss increased $222,081 from an
operating loss of $122,732 in 1994 to an operating loss of $344,813 in 1995.
The losses were the result of the seasonal nature of the businesses and the
continued development of EPS. Approximately $158,000 of the operating loss
increase was attributable to EPS. The operating loss of oilfield sales and
services, exclusive of EPS, increased $64,382 (48%) from $133,994 in 1994 to
$198,376 in 1995.
NET INCOME. Net income for the first quarter of 1995 was $739,216
compared to net income of $807,241 in the first quarter of 1994. This decrease
in net income was primarily the result of the items discussed above. Provision
for income taxes decreased from $496,656 in the first quarter of 1994 to
$434,143 in the first quarter of 1995 due to the decrease in income before
income taxes and a decrease in the effective tax rate. Net income on a per
share basis decreased from $.11 per share in the first quarter of 1994 to $.10
per share in the first quarter of 1995. This decrease was primarily the result
of the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital is closely related to and dependent on
the current prices paid for its oil and gas.
The Company's current ratio at March 31, 1995 was 1.99 to 1.00. During
the first quarter of 1995, working capital increased $2.3 million from $13.6
million to $15.9 million. The increase is primarily due to a $3.7 million
increase in cash due to the acquisition of Ward Lake's cash balances. The
Company's operating activities provided cash flow of $3.5 million during the
first quarter of 1995.
On May 5, 1992, the Company entered into a three-year revolving credit
agreement with a group of banks. On November 15, 1993, this facility was
amended to accommodate the issuance of the Company's senior notes. The
facility amount was increased from $30 million to $100 million and is
unsecured. Outstanding balances under the agreement bear interest at the
Company's choice of either: (1) the one, three, or six-month LIBOR plus 2%
(8.375% for the six-month LIBOR interest rate option at March 31, 1995) or (2)
the bank's prime rate plus 1/4% (9.25% at March 31, 1995). The agreement
restricts the sales of assets to no more than 15% of shareholders' equity in
any one year, and requires the Company to maintain certain levels of net worth,
working capital and debt service coverage.
Borrowings under the revolving credit agreement are limited by a
"borrowing base" which is based on the Company's proved developed reserves and
is determined semi-annually by the bank group. The borrowing base at March 31,
1995 was $30 million. The banks may, at their discretion, make more frequent
redeterminations of the borrowing base. If at any time the loan balance
exceeds the borrowing base, the Company, within 30 business days of notice, is
obligated to (a) prepay such excess, (b) provide additional collateral or (c)
effect any combination of the alternatives described in (a) and (b). The
Company is required to pay a commitment fee in the amount of .5% of the average
amount of the unborrowed commitment.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS (CONTINUED)
-------------------------------------
On July 22, 1994, the banks extended the maturity date on the facility
to March 31, 1998. At March 31, 1995, the Company had $23 million outstanding
under this facility.
During 1993, the Company placed $35 million of 7% fixed-rate senior
notes with five insurance companies in a private placement. These notes, which
are interest-only for four years, mature on September 30, 2005. Equal annual
principal payments of $3,888,888 will be required on each September 30
commencing in 1997.
The note agreement limits the Company's senior debt to 50% of the
Company's discounted present value (at 10%) of its oil and gas reserves plus
the net book value of its gas gathering systems. Other terms and covenants are
substantially the same as those contained in the $100 million revolving credit
facility.
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PART II Other information
Item 6, Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Computation of Earnings Per Common Share and Common Equivalent
Shares (see page 12)
(27) Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated February 10, 1995
and Amendment No. 1 on Form 8-K/A relating to the acquisition of
Ward Lake Drilling, Inc.
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EXHIBIT 11.1
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BELDEN & BLAKE CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON
AND COMMON EQUIVALENT SHARES
Three months
ended March 31,
-----------------------
1995 1994
--------- ---------
Average shares outstanding 7,101,705 7,066,447
Net effect of conversion of stock options and warrants -- --
Total primary shares 7,101,705 7,066,447
Net effect of convertible securities -- --
Total fully diluted shares 7,101,705 7,066,447
Net income $ 739,216 $ 807,241
Less preferred stock dividends 45,000 45,000
Net income applicable to common shares primary 694,216 762,241
Plus 7.5% preferred stock dividends -- --
Net income applicable to common shares fully diluted 694,216 762,241
Earnings per common share primary .10 .11
Earnings per common share fully diluted .10 .11
The effects of common stock options, warrants and convertible securities have
not been included in the computation as their effect is either not dilutive or
antidilutive.
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SIGNATURES
- - ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BELDEN & BLAKE CORPORATION
Date: May 9, 1995 By: /S/ Henry S. Belden, IV
------------------ --------------------------------
Henry S. Belden, IV,
Director, Chairman, and Chief
Executive Officer
Date: May 9, 1995 By: /S/ Ronald E. Huff
------------------ --------------------------------
Ronald E. Huff, Director,
Senior Vice President and
Chief Financial Officer
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