Nevada
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41-1781991
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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Page
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September 30,
2014 |
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June 30,
2014 |
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Assets
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|
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Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
21,368,144
|
|
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$
|
23,940,514
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Receivables
|
|
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|
|
|
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Oil and natural gas sales
|
1,268,122
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1,456,146
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|
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Other
|
23,524
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|
|
1,066
|
|
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Deferred tax asset
|
159,624
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159,624
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Prepaid expenses and other current assets
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632,706
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747,453
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Total current assets
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23,452,120
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26,304,803
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Oil and natural gas property and equipment, net (full-cost method of accounting)
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37,651,450
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37,822,070
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Other property and equipment, net
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444,942
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424,827
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|
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Total property and equipment
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38,096,392
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38,246,897
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Other assets
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527,341
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464,052
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Total assets
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$
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62,075,853
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$
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65,015,752
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Liabilities and Stockholders’ Equity
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Current liabilities
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Accounts payable
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$
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611,547
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$
|
441,722
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State and federal income taxes payable
|
44,173
|
|
|
—
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||
Accrued liabilities and other
|
874,013
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|
2,558,004
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Total current liabilities
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1,529,733
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2,999,726
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Long term liabilities
|
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Deferred income taxes
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10,021,875
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9,897,272
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Asset retirement obligations
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209,028
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205,512
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Deferred rent
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31,434
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35,720
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Total liabilities
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11,792,070
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13,138,230
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Commitments and contingencies (Note 12)
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Stockholders’ equity
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Preferred stock, par value $0.001; 5,000,000 shares authorized:8.5% Series A Cumulative Preferred Stock, 1,000,000 shares authorized, 317,319 shares issued and outstanding at September 30, 2014 and June 30, 2014 with a liquidation preference of $7,932,975 ($25.00 per share)
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317
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317
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Common stock; par value $0.001; 100,000,000 shares authorized: issued and outstanding 32,797,743 shares and 32,615,646 as of September 30, 2014 and June 30, 2014, respectively
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32,797
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32,615
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Additional paid-in capital
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35,357,362
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34,632,377
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Retained earnings
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14,893,307
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17,212,213
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Total stockholders’ equity
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50,283,783
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51,877,522
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Total liabilities and stockholders’ equity
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$
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62,075,853
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$
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65,015,752
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Three Months Ended
September 30, |
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2014
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2013
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Revenues
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Delhi field
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$
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3,868,602
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$
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4,429,811
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Artificial lift technology
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115,856
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142,091
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Other properties
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20,369
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61,797
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Total revenues
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4,004,827
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4,633,699
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Operating costs
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Production costs - artificial lift technology
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197,360
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163,749
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Production costs - other properties
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88,022
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254,501
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Depreciation, depletion and amortization
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369,350
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309,673
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Accretion of discount on asset retirement obligations
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4,636
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12,928
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General and administrative expenses *
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1,504,593
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1,928,951
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Total operating costs
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2,163,961
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2,669,802
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Income from operations
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1,840,866
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1,963,897
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Other
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Interest income
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12,763
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7,703
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Interest (expense)
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(18,460
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)
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(16,513
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)
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Net income before income taxes
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1,835,169
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1,955,087
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Income tax provision
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706,159
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482,636
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Net income attributable to the Company
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$
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1,129,010
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$
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1,472,451
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Dividends on preferred stock
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168,575
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168,575
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Net income available to common stockholders
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$
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960,435
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$
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1,303,876
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Earnings per common share
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Basic
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$
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0.03
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$
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0.05
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Diluted
|
$
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0.03
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$
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0.04
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Weighted average number of common shares
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Basic
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32,682,401
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28,607,320
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Diluted
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32,826,250
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32,211,265
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Three Months Ended
September 30, |
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2014
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2013
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Cash flows from operating activities
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Net income attributable to the Company
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$
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1,129,010
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$
|
1,472,451
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Adjustments to reconcile net income to net cash provided by operating activities:
|
|
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Depreciation, depletion and amortization
|
381,509
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319,885
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|
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Stock-based compensation
|
243,337
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|
373,438
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Accretion of discount on asset retirement obligations
|
4,636
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12,928
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Settlements of asset retirement obligations
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(226,008
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)
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—
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Deferred income taxes
|
124,603
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|
|
72,395
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Deferred rent
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(4,286
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)
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(4,286
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)
|
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Changes in operating assets and liabilities:
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Receivables from oil and natural gas sales
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188,024
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11,133
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|
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Receivables from income taxes and other
|
(22,458
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)
|
|
918
|
|
||
Due from joint interest partner
|
—
|
|
|
(14,614
|
)
|
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Prepaid expenses and other current assets
|
114,747
|
|
|
53,948
|
|
||
Accounts payable and accrued expenses
|
(1,345,875
|
)
|
|
(1,146,080
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)
|
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Income taxes payable
|
44,173
|
|
|
404,677
|
|
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Net cash provided by operating activities
|
631,412
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|
1,556,793
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|
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Cash flows from investing activities
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|
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|
|
|
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Proceeds from asset sales
|
—
|
|
|
66,753
|
|
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Capital expenditures for oil and natural gas properties
|
(1,136
|
)
|
|
(594,214
|
)
|
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Capital expenditures for other property and equipment
|
(156,798
|
)
|
|
—
|
|
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Other assets
|
(55,046
|
)
|
|
(1,913
|
)
|
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Net cash used in investing activities
|
(212,980
|
)
|
|
(529,374
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)
|
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Cash flows from financing activities
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|
|
|
|
|
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Cash dividends to preferred stockholders
|
(168,575
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)
|
|
(168,575
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)
|
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Cash dividends to common stockholders
|
(3,279,341
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)
|
|
—
|
|
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Acquisitions of treasury stock
|
(55,452
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)
|
|
(117,182
|
)
|
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Tax benefits related to stock-based compensation
|
537,282
|
|
|
—
|
|
||
Recovery of short swing profits
|
—
|
|
|
6,850
|
|
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Deferred loan costs
|
(24,716
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(2,990,802
|
)
|
|
(278,907
|
)
|
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Net increase (decrease) in cash and cash equivalents
|
(2,572,370
|
)
|
|
748,512
|
|
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Cash and cash equivalents, beginning of period
|
23,940,514
|
|
|
24,928,585
|
|
||
Cash and cash equivalents, end of period
|
$
|
21,368,144
|
|
|
$
|
25,677,097
|
|
|
Three Months Ended
September 30, |
||||||
|
2014
|
|
2013
|
||||
Income taxes paid
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash transactions:
|
|
|
|
|
|
||
Change in accounts payable used to acquire property and equipment
|
(31,806
|
)
|
|
(136,436
|
)
|
||
Oil and natural gas property costs incurred through recognition of asset retirement obligations
|
—
|
|
|
45,172
|
|
|
Preferred
|
|
Common Stock
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Additional
Paid-in Capital |
|
Retained
Earnings |
|
Treasury
Stock |
|
Total
Stockholders' Equity |
||||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
|||||||||||||||||||||
Balance, June 30, 2014
|
317,319
|
|
|
$
|
317
|
|
|
32,615,646
|
|
|
$
|
32,615
|
|
|
$
|
34,632,377
|
|
|
$
|
17,212,213
|
|
|
$
|
—
|
|
|
$
|
51,877,522
|
|
Issuance of restricted common stock
|
—
|
|
|
—
|
|
|
187,726
|
|
|
188
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisitions of treasury stock
|
—
|
|
|
—
|
|
|
(5,629
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,452
|
)
|
|
(55,452
|
)
|
||||||
Retirements of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(55,446
|
)
|
|
—
|
|
|
55,452
|
|
|
—
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243,337
|
|
|
—
|
|
|
—
|
|
|
243,337
|
|
||||||
Tax benefits related to stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
537,282
|
|
|
—
|
|
|
—
|
|
|
537,282
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,129,010
|
|
|
—
|
|
|
1,129,010
|
|
||||||
Common stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,279,341
|
)
|
|
—
|
|
|
(3,279,341
|
)
|
||||||
Preferred stock cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(168,575
|
)
|
|
—
|
|
|
(168,575
|
)
|
||||||
Balance, September 30, 2014
|
317,319
|
|
|
$
|
317
|
|
|
32,797,743
|
|
|
$
|
32,797
|
|
|
$
|
35,357,362
|
|
|
$
|
14,893,307
|
|
|
$
|
—
|
|
|
$
|
50,283,783
|
|
|
September 30,
2014 |
|
June 30,
2014 |
||||
Oil and natural gas properties
|
|
|
|
|
|
||
Property costs subject to amortization
|
$
|
47,167,417
|
|
|
$
|
47,166,282
|
|
Less: Accumulated depreciation, depletion, and amortization
|
(9,515,967
|
)
|
|
(9,344,212
|
)
|
||
Oil and natural gas properties, net
|
$
|
37,651,450
|
|
|
$
|
37,822,070
|
|
Other property and equipment
|
|
|
|
|
|
||
Furniture, fixtures and office equipment, at cost
|
$
|
348,507
|
|
|
$
|
343,178
|
|
Artificial lift technology equipment, at cost
|
497,606
|
|
|
377,943
|
|
||
Less: Accumulated depreciation
|
(401,171
|
)
|
|
(296,294
|
)
|
||
Other property and equipment, net
|
$
|
444,942
|
|
|
$
|
424,827
|
|
|
September 30,
2014 |
|
June 30,
2014 |
||||
Accrued incentive and other compensation
|
$
|
323,318
|
|
|
$
|
1,358,653
|
|
Accrued restructuring charges
|
175,307
|
|
|
530,412
|
|
||
Officer retirement costs
|
116,289
|
|
|
288,258
|
|
||
Asset retirement obligations due within one year
|
10,219
|
|
|
146,703
|
|
||
Accrued royalties
|
77,376
|
|
|
89,179
|
|
||
Accrued franchise taxes
|
113,027
|
|
|
87,575
|
|
||
Other accrued liabilities
|
58,477
|
|
|
57,224
|
|
||
Accrued liabilities and other
|
$
|
874,013
|
|
|
$
|
2,558,004
|
|
Type of Cost
|
Balance at
December 31,
2013
|
|
Payments
|
|
Adjustment to Cost
|
|
September 30, 2014
|
||||||||
Salary continuation liability
|
$
|
615,721
|
|
|
$
|
(461,790
|
)
|
|
$
|
—
|
|
|
$
|
153,931
|
|
Incentive compensation costs
|
185,525
|
|
|
(185,525
|
)
|
|
—
|
|
|
—
|
|
||||
Other benefit costs and employer taxes
|
154,575
|
|
|
(94,199
|
)
|
|
(39,000
|
)
|
|
21,376
|
|
||||
Accrued restructuring charges
|
$
|
955,821
|
|
|
$
|
(741,514
|
)
|
|
$
|
(39,000
|
)
|
|
$
|
175,307
|
|
|
September 30,
2014 |
|
June 30,
2014 |
||||
Asset retirement obligations — beginning of period
|
$
|
352,215
|
|
|
$
|
615,551
|
|
Liabilities sold
|
—
|
|
|
(48,273
|
)
|
||
Liabilities incurred
|
—
|
|
|
—
|
|
||
Liabilities settled
|
(137,604
|
)
|
|
(323,665
|
)
|
||
Accretion of discount
|
4,636
|
|
|
41,626
|
|
||
Revision of previous estimates
|
—
|
|
|
66,976
|
|
||
Less obligations due within one year
|
(10,219
|
)
|
|
(146,703
|
)
|
||
Asset retirement obligations — end of period
|
$
|
209,028
|
|
|
$
|
205,512
|
|
|
Number of Stock
Options
and Incentive
Warrants
|
|
Weighted Average
Exercise Price
|
|
Aggregate
Intrinsic Value
(1)
|
|
Weighted
Average
Remaining
Contractual
Term (in
years)
|
|||||
Stock Options outstanding at July 1, 2014
|
178,061
|
|
|
$
|
2.08
|
|
|
|
|
|
|
|
Stock Options outstanding at September 30, 2014
|
178,061
|
|
|
$
|
2.08
|
|
|
$
|
1,264,907
|
|
|
1.5
|
Vested or expected to vest at September 30, 2014
|
178,061
|
|
|
$
|
2.08
|
|
|
$
|
1,264,907
|
|
|
1.5
|
Exercisable at September 30, 2014
|
178,061
|
|
|
$
|
2.08
|
|
|
$
|
1,264,907
|
|
|
1.5
|
|
Number of
Restricted
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Unamortized Compensation Expense at September 30, 2014 (1)
|
|
Weighted Average Remaining Amortization Period (Years)
|
|||||
Unvested at July 1, 2014
|
140,067
|
|
|
$
|
8.70
|
|
|
|
|
|
||
Service-based shares granted
|
75,170
|
|
|
10.13
|
|
|
|
|
|
|||
Performance-based shares granted
|
76,642
|
|
|
10.05
|
|
|
|
|
|
|||
Market-based shares granted
|
35,914
|
|
|
7.59
|
|
|
|
|
|
|||
Vested
|
(21,873
|
)
|
|
6.86
|
|
|
|
|
|
|||
Unvested at September 30, 2014
|
305,920
|
|
|
$
|
9.39
|
|
|
$
|
1,789,833
|
|
|
2.9
|
|
Number of
Restricted Stock Units |
|
Weighted
Average Grant-Date Fair Value |
|
Unamortized Compensation Expense at September 30, 2014 (1)
|
|
Weighted Average Remaining Amortization Period (Years)
|
|||||
Unvested at July 1, 2014
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Performance-based awards granted
|
38,325
|
|
|
10.05
|
|
|
|
|
|
|||
Market-based awards granted
|
17,961
|
|
|
4.26
|
|
|
|
|
|
|||
Unvested at September 30, 2014
|
56,286
|
|
|
$
|
8.20
|
|
|
$
|
74,502
|
|
|
3.2
|
|
|
Three Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Numerator
|
|
|
|
|
|
|
||
Net income available to common shareholders
|
|
$
|
960,435
|
|
|
$
|
1,303,876
|
|
Denominator
|
|
|
|
|
|
|
||
Weighted average number of common shares — Basic
|
|
32,682,401
|
|
|
28,607,320
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
|
||
Weighted average of contingent restricted stock grants
|
|
1,552
|
|
|
—
|
|
||
Weighted average of stock options
|
|
142,297
|
|
|
3,603,945
|
|
||
Weighted average number of common shares and dilutive potential common shares used in diluted EPS
|
|
32,826,250
|
|
|
32,211,265
|
|
||
|
|
|
|
|
||||
Net income per common share — Basic
|
|
$
|
0.03
|
|
|
$
|
0.05
|
|
Net income per common share — Diluted
|
|
$
|
0.03
|
|
|
$
|
0.04
|
|
Outstanding Potential Dilutive Securities
|
Weighted
Average
Exercise Price
|
|
At
September 30,
2014
|
|||
Contingent restricted stock grants
|
$
|
—
|
|
|
56,286
|
|
Stock options
|
$
|
2.08
|
|
|
178,061
|
|
|
$
|
1.58
|
|
|
234,347
|
|
Outstanding Potential Dilutive Securities
|
Weighted
Average
Exercise Price
|
|
At
September 30, 2013 |
|||
Stock options
|
$
|
1.99
|
|
|
4,822,820
|
|
For the twelve months ended September 30,
|
|
||
2015
|
$
|
159,011
|
|
2016
|
132,509
|
|
|
Total
|
$
|
291,520
|
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2014
|
|
2013
|
|
Variance
|
|
Variance %
|
|||||||
Delhi field:
|
|
|
|
|
|
|
|
|||||||
Crude oil revenues
|
$
|
3,868,602
|
|
|
$
|
4,429,811
|
|
|
$
|
(561,209
|
)
|
|
(12.7
|
)%
|
Crude oil volumes (Bbl)
|
39,094
|
|
|
40,279
|
|
|
(1,185
|
)
|
|
(2.9
|
)%
|
|||
Average price per Bbl
|
$
|
98.96
|
|
|
$
|
109.98
|
|
|
$
|
(11.02
|
)
|
|
(10.0
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Artificial lift technology:
|
|
|
|
|
|
|
|
|||||||
Crude oil revenues
|
$
|
74,980
|
|
|
$
|
101,873
|
|
|
$
|
(26,893
|
)
|
|
(26.4
|
)%
|
NGL revenues
|
22,227
|
|
|
23,196
|
|
|
(969
|
)
|
|
(4.2
|
)%
|
|||
Natural gas revenues
|
15,552
|
|
|
17,022
|
|
|
(1,470
|
)
|
|
(8.6
|
)%
|
|||
Service revenue
|
$
|
3,097
|
|
|
$
|
—
|
|
|
3,097
|
|
|
|
||
Total revenues
|
$
|
115,856
|
|
|
$
|
142,091
|
|
|
$
|
(26,235
|
)
|
|
(18.5
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Crude oil volumes (Bbl)
|
772
|
|
|
946
|
|
|
(174
|
)
|
|
(18.4
|
)%
|
|||
NGL volumes (Bbl)
|
744
|
|
|
768
|
|
|
(24
|
)
|
|
(3.1
|
)%
|
|||
Natural gas volumes (Mcf)
|
4,439
|
|
|
5,889
|
|
|
(1,450
|
)
|
|
(24.6
|
)%
|
|||
Equivalent volumes (BOE)
|
2,256
|
|
|
2,696
|
|
|
(440
|
)
|
|
(16.3
|
)%
|
|||
|
|
|
|
|
|
|
|
|||||||
Crude oil price per Bbl
|
$97.12
|
|
$107.69
|
|
$
|
(10.57
|
)
|
|
(9.8
|
)%
|
||||
NGL price per Bbl
|
$29.88
|
|
$30.20
|
|
(0.32
|
)
|
|
(1.1
|
)%
|
|||||
Natural gas price per Mcf
|
$3.50
|
|
$2.89
|
|
0.61
|
|
|
21.1
|
%
|
|||||
Equivalent price per BOE
|
$49.98
|
|
$52.70
|
|
$
|
(2.72
|
)
|
|
(5.2
|
)%
|
||||
|
|
|
|
|
|
|
|
|||||||
Artificial lift production costs (b)
|
$
|
197,360
|
|
|
$
|
163,749
|
|
|
$
|
33,611
|
|
|
20.5
|
%
|
Artificial lift production costs per BOE
|
87.48
|
|
|
60.74
|
|
|
$
|
26.74
|
|
|
44.0
|
%
|
||
|
|
|
|
|
|
|
|
|||||||
Other properties:
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
20,369
|
|
|
$
|
61,797
|
|
|
$
|
(41,428
|
)
|
|
(67.0
|
)%
|
Equivalent volumes (BOE)
|
285
|
|
|
668
|
|
|
(383
|
)
|
|
(57.3
|
)%
|
|||
Equivalent price per BOE
|
$
|
71.47
|
|
|
$
|
92.51
|
|
|
$
|
(21.04
|
)
|
|
(22.7
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Production costs
|
$
|
88,022
|
|
|
$
|
254,501
|
|
|
$
|
(166,479
|
)
|
|
(65.4
|
)%
|
Production costs per BOE
|
$
|
308.85
|
|
|
$
|
380.99
|
|
|
$
|
(72.14
|
)
|
|
(18.9
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Combined:
|
|
|
|
|
|
|
|
|||||||
Oil and gas DD&A (a)
|
$
|
260,160
|
|
|
$
|
301,752
|
|
|
$
|
(41,592
|
)
|
|
(13.8
|
)%
|
Oil and gas DD&A per BOE
|
$
|
6.25
|
|
|
$
|
6.91
|
|
|
$
|
(0.66
|
)
|
|
(9.6
|
)%
|
Period
|
|
(a) Total Number of
Shares (or Units)
Purchased
|
|
(b) Average Price
Paid per Share (or
Units)
|
|
(c) Total Number of Shares
(or Units) Purchased as Part
of Publicly Announced Plans
or Programs
|
|
(d) Maximum Number (or
Approximate Dollar Value)
of Shares (or Units) that
May Yet Be Purchased
Under the Plans or
Programs
|
||
July 1, 2014 to July 31, 2014
|
|
99 shares of Common Stock
|
|
$
|
10.94
|
|
|
Not applicable
|
|
Not applicable
|
August 1, 2014 to August 31, 2014
|
|
none
|
|
|
|
Not applicable
|
|
Not applicable
|
||
September 1, 2014 to September 30, 2014
|
|
5,530 shares of Common Stock
|
|
$
|
9.83
|
|
|
Not applicable
|
|
Not applicable
|
4.1
|
|
Form of Contingent Performance Stock Grant under the Evolution Petroleum Corporation Amended and Restated 2004 Stock Plan (Filed herein)
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
|
32.1
|
|
Certification of Chief Executive Officer pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
By:
|
/s/ RANDALL D. KEYS
|
|
|
|
Randall D. Keys
|
|
|
|
President and Chief Financial Officer
|
|
|
|
Principal Financial Officer and
|
|
|
|
Principal Accounting Officer
|
|
|
|
|
Date: November 7, 2014
|
|
|
Name of Transferee:
|
(Name)
|
|
|
Total Number of Transferred Shares:
|
(Number of shares)
|
|
|
Sales Price Per Share:
|
None
|
|
|
Fair Market Value Per Share on date of transfer:
|
(Closing stock price on day preceding transfer)
|
|
|
Date of Agreement
|
(Agreement date)
|
|
|
Termination of Vesting Period
|
(Termination date)
|
|
|
Date of Transfer:
|
Contingent, See Vesting Provisions
|
|
|
Vesting Provisions:
|
See Below
|
|
|
(i)
|
“Fair Market Value” shall have the meaning assigned to it in the Plan.
|
|
EVOLUTION PETROLEUM CORPORATION
|
|
|
|
|
|
|
|
(Name of officer)
|
|
(Title of officer)
|
Date: November 7, 2014
|
|
/s / ROBERT S. HERLIN
|
|
|
Robert S. Herlin
|
|
|
Chief Executive Officer
|
Date: November 7, 2014
|
|
/s / RANDALL D. KEYS
|
|
|
Randall D. Keys
|
|
|
President and Chief Financial Officer
|
|
|
/s/ ROBERT S. HERLIN
|
|
|
Robert S. Herlin
|
|
|
Chief Executive Officer
|
|
|
/s / RANDALL D. KEYS
|
|
|
Randall D. Keys
|
|
|
President and Chief Financial Officer
|