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 fiscal quarter ended August 31, 2001 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 0-6814
U.S. ENERGY CORP.
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(Exact Name of Company as Specified in its Charter)
Wyoming 83-0205516
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
877 North 8th West, Riverton, WY 82501
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(Address of principal executive offices) (Zip Code)
Company's telephone number, including area code: (307) 856-9271
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Not Applicable
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(Former name, address and fiscal year, if changed since last report)
Check whether the Company: (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 Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
YES X NO
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State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 15, 2001
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Common stock, $.01 par value 9,728,854 Shares
U.S. ENERGY CORP. & SUBSIDIARIES
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements.
Condensed Consolidated Balance Sheets
August 31, 2001 and May 31, 2001.............................3-4
Condensed Consolidated Statements of Operations
Three Months Ended August 31, 2001 and 2000....................5
Condensed Consolidated Statements of Cash Flows
Three Months Ended August 31, 2001 and 2000....................6
Notes to Condensed Consolidated
Financial Statements.........................................7-8
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...............9-11
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K..............................12
Signatures....................................................12
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
U.S. ENERGY CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
August 31, May 31,
2001 2001
------------- ------------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 2,522,200 $ 685,500
Accounts receivable
Trade, net of allowance for doubtful accounts 68,800 1,319,300
Affiliates 92,200 74,200
Current portion of long-term notes receivable, net 225,000 225,000
Assets held for resale & other 1,139,800 983,800
Inventory 47,600 42,200
------------ ------------
Total current assets 4,095,600 3,330,000
INVESTMENTS AND ADVANCES
Affiliates 16,200 16,200
Restricted investments 9,750,500 9,778,700
------------ ------------
Total investments and advances 9,766,700 9,794,900
PROPERTIES AND EQUIPMENT 22,892,800 23,389,400
Less accumulated depreciation,
depletion and amortization (7,312,000) (7,285,100)
------------ ------------
Total properties and equipment 15,580,800 16,104,300
OTHER ASSETS:
Accounts and notes receivable:
Real estate and equipment sales 233,200 42,400
Employees 173,600 180,300
Deposits and other 938,300 1,013,300
------------ ------------
Total other assets 1,345,100 1,236,000
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$ 30,788,200 $ 30,465,200
============ ============
See notes to condensed consolidated financial statements.
3
U.S. ENERGY CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
August 31, May 31,
2001 2001
------------- -------------
(Unaudited)
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,104,300 $ 1,404,300
Prepaid drilling costs 234,200 --
Current portion of long-term debt 367,600 142,400
Line of credit 350,000 850,000
------------ ------------
Total current liabilities 2,056,100 2,396,700
LONG-TERM DEBT 2,121,000 2,152,100
RECLAMATION LIABILITY 8,906,800 8,906,800
OTHER ACCRUED LIABILITIES 2,774,800 2,777,800
DEFERRED TAX LIABILITY 1,144,800 1,144,800
MINORITY INTERESTS 2,214,800 1,177,800
COMMITMENTS AND CONTINGENCIES
FORFEITABLE COMMON STOCK,
$.01 par value; 433,788 shares issued,
forfeitable until earned 2,748,600 2,748,600
PREFERRED STOCK,
$.01 par value; 100,000 shares authorized
200 shares issued or outstanding; 1,840,000 1,840,000
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; 20,000 shares authorized;
9,290,179 and 8,989,047 shares issued respectfully 93,000 90,000
Additional paid-in capital 39,705,200 38,681,600
Accumulated deficit (29,665,900) (28,300,000)
Treasury stock at cost, 949,725 shares (2,660,500) (2,660,500)
Unallocated ESOP contribution (490,500) (490,500)
------------ ------------
Total shareholders' equity 6,981,300 7,320,600
------------ ------------
$ 30,788,200 $ 30,465,200
============ ============
See notes to condensed consolidated financial statements.
4
U.S. ENERGY CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
August 31,
---------------------------
2001 2000
------------ ------------
(Unaudited) (Unaudited)
REVENUES:
Contract drilling and construction $ 47,200 $ 2,119,000
Commercial operations 567,100 1,424,200
Management fees and other 22,100 135,600
Gain (loss) on sales of assets 177,500 134,600
Oil sales 43,200 40,200
Mineral sales -- 33,300
Interest 133,900 56,200
----------- -----------
991,000 3,943,100
COSTS AND EXPENSES:
Contract drilling and construction operations 64,000 1,691,400
Commercial operations 537,900 1,038,000
General and administrative 1,145,900 980,000
Oil production 13,600 21,200
Mineral operations 536,600 899,300
Interest 45,700 35,200
----------- -----------
2,343,700 4,665,100
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(LOSS) INCOME BEFORE MINORITY INTEREST
AND EQUITY LOSS OF AFFILIATES (1,352,700) (722,000)
MINORITY INTEREST IN GAIN OF
CONSOLIDATED SUBSIDIARIES 24,300 27,300
EQUITY IN LOSS OF AFFILIATES -- --
----------- -----------
LOSS BEFORE INCOME TAXES (1,328,400) (694,700)
PROVISION FOR INCOME TAXES -- --
----------- -----------
NET LOSS (1,328,400) $ (694,700)
PREFERRED STOCK DIVIDENDS (37,500) (10,700)
----------- -----------
NET LOSS TO COMMON SHAREHOLDERS $(1,365,900) $ (705,400)
=========== ===========
NET LOSS PER SHARE, BASIC $ (0.16) $ (0.09)
=========== ===========
NET LOSS PER SHARE, DILUTED $ (0.16) $ (0.09)
=========== ===========
BASIC WEIGHTED AVERAGE
SHARES OUTSTANDING 8,192,316 7,818,430
=========== ===========
DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING 8,192,316 7,818,430
=========== ===========
See notes to condensed consolidated financial statements.
5
U.S. ENERGY CORP. & SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
August 31,
-----------------------------
2001 2000
------------ ------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,365,900) $ (705,400)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority interest in income of
consolidated subsidiaries (24,300) (27,300)
Depreciation 130,000 106,700
Gain on sale of assets (177,500) (134,600)
Other -- 41,700
Prepaid drilling costs 234,200 --
Net changes in assets and liabilities 659,000 306,900
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (544,500) (412,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Development of mining properties -- (4,400)
Development of gas properties (44,500) (158,300)
Proceeds from the sale of gas interests 275,000 --
Proceeds from sale of property and equipment 388,700 274,100
Increase in restricted investments 28,200 (6,900)
Purchase of property and equipment (48,200) (43,700)
Net changes in investments in affiliates 61,300 (12,900)
----------- -----------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 660,500 47,900
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 1,026,600 --
Proceeds from issuance of stock by subsidiary 1,000,000 --
Proceeds from long-term debt 283,100 526,400
Net (repayment on) proceeds from lines of credit (500,000) 200,000
Repayments of long-term debt (89,000) (98,800)
----------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 1,720,700 627,600
----------- -----------
NET INCREASE IN
CASH AND CASH EQUIVALENTS 1,836,700 263,500
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 685,500 916,400
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 2,522,200 $ 1,179,900
=========== ===========
SUPPLEMENTAL DISCLOSURES:
Interest paid $ 45,700 $ 35,200
=========== ===========
See notes to condensed consolidated financial statements.
6
U.S. ENERGY CORP. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1) The Condensed Consolidated Balance Sheet as of August 31, 2001 and the
Condensed Consolidated Statements of Operations and Cash Flows for the three
months ended August 31, 2001 and 2000 have been prepared by the Company without
audit. The Condensed Consolidated Balance Sheet as of May 31, 2001 has been
taken from the audited financial statements included in the Company's Annual
Report on Form 10-K for the period then ended. In the opinion of the Company,
the accompanying financial statements contain all adjustments (consisting of
only normal recurring accruals) necessary to present fairly the financial
position of the Company as of August 31, 2001 and May 31, 2001 and the results
of operations and cash flows for the three months ended August 31, 2001 and
2000.
2) Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is
suggested that these financial statements be read in conjunction with the
Company's May 31, 2001 Form 10-K. The results of operations for the periods
ended August 31, 2001 and 2000 are not necessarily indicative of the operating
results for the full year.
3) The consolidated financial statements of the Company include 100% of the
accounts of USECB Joint Venture ("USECB" or "USECC") which is owned 50% by the
Company and 50% by the Company's subsidiary, Crested Corp. (Crested). The
consolidated financial statements also reflect 100% of the accounts of its
majority-owned and controlled subsidiaries: Energx Ltd. (90%), Crested (70.5%),
Plateau Resources Limited (100%), Sutter Gold Mining Co. (66.3%), Yellow Stone
Fuels Corp. ("YSFC") (35.9%), Four Nines Gold, Inc. (50.9%), Northwest Gold,
Inc. (96%) and Rocky Mountain Gas, Inc.("RMG") (81.7%). All material
intercompany profits and balances have been eliminated.
4) Accrued reclamation obligations and standby costs of $11,681,600 at
August 31, 2001 and $11,684,600 at May 31, 2001 are the reclamation liability at
the SMP mining properties and the reclamation and holding liabilities at the
Shootaring Uranium Mill. The reclamation of these properties will not be
commenced until such time as all the uranium mineralization contained in the
properties is produced or the properties are abandoned. It is anticipated that
neither of these events will occur for sometime into the future. The reclamation
work may be performed over several years and is bonded with either cash or
certain of the Company's real estate assets.
5) Components of Properties and Equipment at August 31, 2001 consist of
natural gas properties mining properties and buildings and equipment.
Accumulated
Amortization
Cost and Depreciation Net Value
------------ ---------------- ------------
Natural gas properties $ 7,424,800 $ (1,773,600) $ 5,651,200
Mining properties 1,520,600 -- 1,520,600
Buildings and other equipment 13,947,400 (5,538,400) 8,409,000
------------ ------------ ------------
$ 22,892,800 $ (7,312,000) $ 15,580,800
============ ============ ============
6) On February 8, 2001, the Company through its affiliate Rocky Mountain
Gas, ("RMG") entered into an option and farmin agreement with Suncor Energy
America, Inc., ("SUNCOR"). The agreement grants SUNCOR an option to purchase
37.5% of RMG's interest of 111,633.77 acres of its coalbed methane properties.
7
U.S. ENERGY CORP. & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On July 10, 2001, RMG closed a Purchase and Sale Agreement with CCBM, Inc.
("CCBM"), a wholly-owned subsidiary of Carrizo Oil & Gas, Inc. of Houston,
Texas. CCBM purchased an undivided 50% interest in all of RMG's existing coalbed
properties. CCBM signed a $7,500,000 Promissory Note payable in principal
amounts of $125,000 per month plus interest at annual rate of 8% over 41 months
(starting July 31, 2001) with a balloon payment due on the forty-second month.
The 50% undivided interest is pledged back to RMG to secure the purchase
price, and will be released 25% when 33.3% of the principal amount of the
purchase price is paid, another 25% when the total principal payments reach 66%
of the principal amount of the purchase price and the balance when the total
principal amount is paid.
7) The Company presents basic and diluted earnings per share in accordance
with the provisions of Statement of Financial Accounting Standards No. 128,
"Earnings per Share". Basic earnings per common share is based on the weighted
average number of common shares outstanding during the period. Diluted earnings
per share does not include the dilutive effect of common stock equivalents for
the three months ended August 31, 2001 and 2000 because stock options and
warrants which comprised common stock equivalents would have been anti-dilutive.
8) Certain reclassifications have been made in the May 31, 2001 financial
statements to conform to the classifications used in August 31, 2001.
8
U.S. ENERGY CORP. & SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following is Management's Discussion and Analysis of significant
factors which have affected the Company's liquidity, capital resources and
results of operations during the periods included in the accompanying financial
statements. For a detailed explanation of the Company's Business Overview, it is
suggested that Management's Discussion and Analysis of Financial Condition and
Results of Operations for the three months ended August 31, 2001 be read in
conjunction with the Company's Form 10-K for the year ended May 31, 2001.
OVERVIEW OF BUSINESS
The Company is engaged in the mineral development and extraction business.
The Company has interests in a uranium mine and mill in southern Utah, uranium
mines in central Wyoming, a gold property in California, coalbed methane
properties in the Powder River Basin in Wyoming and Montana and various real
estate operations including a motel operation near Lake Powell, Utah.
All these business are operated in conjunction with the Company's
subsidiary Crested Corp. . ("Crested") through a joint venture between the two
companies, USECB Joint Venture ("USECB").
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended August 31, 2001, the Company experienced an
increase in working capital of $1,106,200. At August 31, 2001 the Company had a
working capital of $2,039,500 as compared to a working capital of $933,300 at
May 31, 2001.
Components of the increase of working capital were increases in cash,
$1,836,700, accounts receivable affiliates, $18,000, assets held for resale and
other, $156,000, and inventory, $5,400; along with decreases in accounts payable
and accrued expenses, $300,000, and the line of credit, $500,000. These working
capital increases were offset by reduced accounts receivable trade, $1,250,500,
increased current long-term debt, $225,200, and prepaid drilling costs,
$234,200.
During the three months ended August 31, 2001, operations consumed cash of
$544,400, while investing and financing activities generated cash of $660,500
and $1,720,700, respectively. The increase in cash from investing activities
came from the sale of property and equipment, $388,700, proceeds from sales of
natural gas interests, $275,000, the net decrease in investments in affiliates,
$61,300, and the increase in restricted investments of $28,200. The increases
were partially offset by the purchase of new equipment in the amount of $48,200.
Financing activity increases were from the issuance of stock by the Company
from the exercising of stock options by employees, $310,200, the issuance of
stock during an ongoing private placement, $716,400, the issuance of stock by
the Company's subsidiary, RMG, $1,000,000, and proceeds from new debt of
$283,100 from the financing of the Company's annual insurance premium. These
cash inflows were partially offset by the pay down of the line of credit,
$500,000 and payments on long term debt, $89,000.
CAPITAL RESOURCES
The primary source of the Company's capital resources are cash on hand;
collection of receivables; projected equity financing of its Coalbed methane
affiliate, RMG; sale of partial ownership interest in mineral properties;
proceeds under the line of credit; potential settlement discussions with Phelps
Dodge regarding a dispute on a molybdenum property and final determination of
the SMP arbitration/litigation. The Company also will continue to receive
revenues from its commercial operations in southern Utah along with the rental
and fixed base airport operations in Wyoming.
9
The Company has a $750,000 line of credit with a commercial bank. The line
of credit is secured by various real estate holdings and equipment belonging to
the Company. At August 31, 2001, the line of credit had been drawn down by
$350,000. The line of credit is being used for short term working capital needs
associated with operations. The Company also has a $500,000 line of credit
through their affiliate Plateau Resources. This line of credit is for the
development of the Ticaboo town site in southern Utah. Plateau has drawn down
$350,000 under this financing facility which is repayable over 10 years.
In addition to the above referenced cash resources, the Company through its
subsidiary RMG continues to seek either an equity or industry partner in the
financing of the coalbed methane operations.
The Company believes that these cash resources will be sufficient to
sustain operations during fiscal 2002. The capital resources at August 31, 2001,
will not be sufficient, however, to provide funding for the Company's
maintenance and development of its coalbed methane gas business.
CAPITAL REQUIREMENTS
The Company has the obligation to fund the holding costs of the Sheep
Mountain uranium mines; the Plateau uranium mine and mill, Sutter Gold
properties; real estate commercial operations and the development of the coalbed
methane gas properties. Due to the holding costs of these properties and the
uncertainty of when they will become economically viable to operate, the Company
determined that it would either sell the properties or consider joint venture
partners on them.
On December 31, 2000 RMG and Quantum Energy LLC ("Quantum") entered into an
option and farmin agreement with Suncor Energy America Inc. ("Suncor"). The
agreement grants an option to Suncor to purchase 37.5% of RMG's and 12.5% of
Quantum's interest in 111,636 acres of their coalbed methane properties. For
this option Suncor paid $1,706,800 at closing on February 8, 2001.
The option period is for 12 months from closing on 105,175 acres and 24
months on 6,461 acres. During this option period, Suncor has committed to
conduct a $2,250,000 drilling program on the properties. RMG is obligated to
fund $250,000 of that drilling program. At the conclusion of the option periods
Suncor must elect to exercise its option or return the properties to RMG and
Quantum. Should Suncor elects to exercise its option, the ownership interests in
the properties would be RMG -12.5%, Quantum - 37.5% and Suncor - 50%. Should
Suncor exercise its option, it is obligated to pay an additional $3,926,600, of
which RMG would receive $2,944,900. Upon exercise of its option, Suncor is also
committed to pay an additional $841,380 as a disportional contribution to a
subsequent 18 month drilling program.
On July 10, 2001, RMG closed a Purchase and Sale Agreement with CCBM, Inc.
("CCBM"), a wholly-owned subsidiary of Carrizo Oil & Gas, Inc. of Houston,
Texas. CCBM purchased an undivided 50% interest in all of RMG's existing coalbed
properties. CCBM signed a $7,500,000 Promissory Note payable in principal
amounts of $125,000 per month plus interest at annual rate of 8% over 41 months
(starting July 31, 2001) with a balloon payment due on the forty-second month.
The 50% undivided interest is pledged back to RMG to secure the purchase
price, and will be released 25% when 33.3% of the principal amount of the
purchase price is paid, another 25% when the total principal payments reach 66%
of the principal amount of the purchase price and the balance when the total
principal amount is paid.
CCBM has also agreed to fund $5,000,000 for an initial drilling program. If
CCBM fails to expend $5,000,000 in the drilling program or $2,500,000 for RMG's
benefit, CCBM will be obligated to pay any remaining unspent portions of the
$2,500,000 directly to RMG. If CCBM defaults on its purchase obligation CCBM
will still earn a 50% working interest in each well location (80 acres) and
production therefrom. CCBM's ownership will be earned on these wells regardless
of the status of the payments on the promissory note.
10
CCBM will be entitled to a credit (applied as a prepayments of the purchase
price for the production of the undivided 50% interest in RMG's acreage), equal
to 20% of RMG's net revenue interest from wells drilled with the $5,000,000
until CCBM equals $1,250,000 from production proceeds.
During the quarter ended August 31, 2001, the Company and Crested partially
reclaimed the Ion Exchange Plant at the SMP properties. With the exception of
the final reclamation work to be done in the Ion Exchange Plant, it is not
anticipated that any of the Company's working capital will be used in fiscal
2002 for the reclamation of any of its mineral property interests. The future
reclamation costs on the Sheep Mountain properties are covered by a reclamation
bond which is secured by a pledge of certain of the Company and Crested's real
estate assets and a cash bond on the GMIX plant. The reclamation bond amount is
reviewed annually by State regulatory agencies.
RESULTS OF OPERATIONS
Revenues for the three months ended August 31, 2001, decreased $2,952,100
from the same period of the previous year to $991,000. The decrease was
primarily as a result of a decrease in contract drilling and construction,
commercial operations, mineral sales, management fees and other.
During the three months ended August 31, 2001 revenues from contract
drilling and construction decreased $2,071,800, as a result of the Company
determining that the contract drilling and construction work was not profitable.
The decrease of $857,100 in commercial operations is due to the Company leasing
the majority of its commercial operations to third parties. Mineral sales
decreased $33,300 and management fees and other decreased $113,500. These
decreases were partially offset by increases in the gain on sale of assets,
$42,900, oil sales, $3,000, and interest income, $77,700.
Costs and expenses decreased by $2,321,400 during the three months ended
August 31, 2001 compared to the same period of the prior year. This decrease was
a result of reduced costs in the drilling and construction business, $1,627,400;
in commercial operations, $500,100; in mineral operations, $362,700, and in oil
production, $7,600. These decreases were partially offset by increases in
general and administration, $165,900, and in interest expense, $10,500.
As a result of the decision to concentrate the Company's business in the
coalbed methane area, revenues and costs have decreased substantially. This
concentration has and will continue to reduce revenues and costs in the other
areas outside of the coalbed methane business.
Operations for the three months ended August 31, 2001 resulted in a loss of
$1,365,900 or $(0.16) per share both basic and fully diluted as compared to a
loss of $705,400 on $0.09 for the same quarter of the prior year.
11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. None.
(b) Reports on Form 8-K. The Company filed one (1) Report on Form 8-K
during the quarter ended August 31, 2001 reporting an event of July 10, 2001,
under item 5.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.
U.S. ENERGY CORP.
(Company)
Date: October 12, 2001 By: /s/ John L. Larsen
-------------------------------
JOHN L. LARSEN,
Chief Executive Officer
and Chairman
Date: October 12, 2001 By: /s/ Robert Scott Lorimer
-------------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer and
Chief Accounting Officer
12