UNITED STATES 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 March 31, 2003 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 1-12108 GULFWEST ENERGY INC. -------------------- (Exact name of Registrant as specified in its charter) Texas 87-0444770 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 480 North Sam Houston Parkway East Suite 300 Houston, Texas 77060 (Address of principal executive offices) (zip code) (281) 820-1919 (Registrant's telephone number, including area code) 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 outstanding of each of the issuer's classes of common stock, as of the latest practicable date, May 14, 2003, was 18,492,541 shares of Class A Common Stock, $.001 par value.GULFWEST ENERGY INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2003 Page of Form 10-Q --------- Part I: Financial Statements Item 1. Financial Statements Consolidated Balance Sheets, March 31, 2003, and December 31, 2002 3 Consolidated Statements of Operations-for the three months ended March 31, 2003, and 2002 5 Consolidated Statements of Cash Flows-for the three months ended March 31, 2003, and 2002 6 Notes to Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 11 Item 4. Controls and Procedures 11 Part II: Other Information Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on 8-K 12 Signatures 13 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. - ------- --------------------- GULFWEST ENERGY INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 2003 AND DECEMBER 31, 2002 ASSETS March 31, December 31, 2003 2002 (Unaudited) (Audited) -------------------- -------------------- -------------------- -------------------- CURRENT ASSETS: Cash and cash equivalents $ 654,178 $ 687,694 Accounts receivable - trade, net of allowance for doubtful accounts of -0- in 2003 and 2002 2,050,306 1,361,446 Prepaid expenses 249,162 303,906 -------------------- -------------------- Total current assets 2,953,646 2,353,046 -------------------- -------------------- OIL AND GAS PROPERTIES, using the successful efforts method of accounting 57,056,426 56,786,043 OTHER PROPERTY AND EQUIPMENT 2,121,410 2,121,410 Less accumulated depreciation, depletion, and amortization (9,048,675) (8,498,497) -------------------- -------------------- Net oil and gas properties and other property and equipment 50,129,161 50,408,956 -------------------- -------------------- OTHER ASSETS Deposits 37,442 37,442 Debt issue cost, net 235,731 289,497 -------------------- -------------------- Total other assets 273,173 326,939 -------------------- -------------------- TOTAL ASSETS $ 53,355,980 $ 53,088,941 ==================== ==================== The Notes to Consolidated Financial Statements are an integral part of these statements. 3 GULFWEST ENERGY INC. CONSOLIDATED BALANCE SHEETS MARCH 31, 2003 AND DECEMBER 31, 2002 LIABILITIES AND STOCKHOLDERS' EQUITY March 31, December 31, 2003 2002 (Unaudited) (Audited) -------------------- -------------------- -------------------- -------------------- CURRENT LIABILITIES Notes payable $ 5,229,111 $ 4,936,088 Notes payable - related parties 1,290,000 1,290,000 Current portion of long-term debt 32,955,523 33,128,447 Current portion of long-term debt - related parties 197,307 256,967 Accounts payable - trade 4,048,552 3,928,477 Accrued expenses 440,394 458,587 -------------------- -------------------- Total current liabilities 44,160,887 43,998,566 -------------------- -------------------- NONCURRENT LIABILITIES Long-term debt, net of current portion 115,223 126,552 Long-term debt, related parties 11,256 -------------------- -------------------- Total noncurrent liabilities 115,223 137,808 -------------------- -------------------- OTHER LIABILITIES Derivative instruments 1,110,137 1,128,993 -------------------- -------------------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Preferred stock 170 170 Common stock 18,493 18,493 Additional paid-in capital 28,283,712 28,258,212 Retained deficit (20,332,642) (20,453,301) -------------------- -------------------- Total stockholders' equity 7,969,733 7,823,574 -------------------- -------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 53,355,980 $ 53,088,941 ==================== ==================== The Notes to Consolidated Financial Statements are an integral part of these statements. 4 GULFWEST ENERGY INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED) 2003 2002 ------------------- -------------------- OPERATING REVENUES Oil and gas sales $ 3,204,863 $ 2,526,242 Well servicing revenues 12,122 Operating overhead and other income 45,740 110,509 ------------------- -------------------- Total operating revenues 3,250,603 2,648,873 ------------------- -------------------- OPERATING EXPENSES Lease operating expenses 1,369,935 1,376,683 Cost of well servicing operations 18,561 Depreciation, depletion and amortization 603,944 606,641 General and administrative 414,041 407,076 ------------------- -------------------- Total operating expenses 2,387,920 2,408,961 ------------------- -------------------- INCOME FROM OPERATIONS 862,683 239,912 ------------------- -------------------- OTHER INCOME AND EXPENSE Interest expense (760,880) (691,875) Gain on sale of assets 11,061 Unrealized gain (loss) on derivative instruments 18,856 (1,494,983) ------------------- -------------------- Total other income and expense (742,024) (2,175,797) ------------------- -------------------- INCOME (LOSS) BEFORE INCOME TAXES 120,659 (1,935,885) INCOME TAXES ------------------- -------------------- NET INCOME (LOSS) 120,659 (1,935,885) DIVIDENDS ON PREFERRED STOCK (PAID 2003 - 0; 2002 - $28,125) (28,125) ------------------- -------------------- NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ 120,659 $ (1,964,010) =================== ==================== NET INCOME (LOSS) PER COMMON SHARE, BASIC AND DILUTED $ .01 $ (.11) =================== ==================== The Notes to Consolidated Financial Statements are an integral part of these statements. 5 GULFWEST ENERGY INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNAUDITED) 2003 2002 ------------------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 120,659 $ (1,935,885) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation, depletion, and amortization 603,944 606,641 Warrants issued and charged to operations 25,500 Gain on sale of assets (11,061) Unrealized (gain) loss on derivative instruments (18,856) 1,494,983 (Increase) decrease in accounts receivable - trade, net (688,860) (121,624) (Increase) decrease in prepaid expenses 54,744 (197,608) Increase in accounts payable and accrued expenses 101,882 743,772 ------------------- -------------------- Cash provided by operating activities 199,013 579,218 ------------------- -------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of property and equipment 668,247 Purchase of property and equipment (270,383) (712,025) ------------------- -------------------- Net cash used in investing activities (270,383) (43,778 ------------------- -------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payments on debt (262,146) (1,126,856) Proceeds from debt issuance 300,000 461,918 Dividends paid (28,125) ------------------- -------------------- Net cash provided by (used in) financing activities 37,854 (693,063) ------------------- -------------------- DECREASE IN CASH AND CASH EQUIVALENTS (33,516) (157,623) CASH AND CASH EQUIVALENTS, beginning of period 687,694 689,030 ------------------- -------------------- CASH AND CASH EQUIVALENTS, end of period $ 654,178 $ 531,407 =================== ==================== CASH PAID FOR INTEREST $ 548,641 $ 688,856 =================== ==================== The Notes to Consolidated Financial Statements are an integral part of these statements. 6 GULFWEST ENERGY INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2003 AND 2002 (UNAUDITED) 1. During interim periods, we follow the accounting policies set forth in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. Users of financial information produced for interim periods are encouraged to refer to the footnotes contained in the Annual Report when reviewing interim financial results. 2. The accompanying financial statements include the Company and its wholly-owned subsidiaries: RigWest Well Service, Inc. formed September 5, 1996; GulfWest Texas Company formed September 23, 1996; DutchWest Oil Company formed July 28, 1997; Southeast Texas Oil and Gas Company, L.L.C. acquired September 1, 1998; SETEX Oil and Gas Company formed August 11, 1998; GulfWest Oil and Gas Company formed February 8, 1999; LTW Pipeline Co. formed April 19, 1999; GulfWest Development Company formed November 9, 2000; and, GulfWest Oil and Gas Company (Louisiana) LLC formed July 31, 2001. All material intercompany transactions and balances are eliminated upon consolidation. 3. In management's opinion, the accompanying interim financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, the results of operations, and the cash flows of GulfWest Energy Inc. for the interim periods. 4. Non-cash Investing and Financing Activities During the three month period ended March 31, 2002, we acquired $48,224 of other property and equipment through notes payable to financial institutions. We also acquired $182,742 of oil producing properties in exchange of accounts receivable from a related party. 5. As a result of a financing agreement with an energy lender, we were required to enter into an oil and gas hedging agreement with the lender. It has been determined this agreement meets the definition of SFAS 133 "Accounting for Derivative Instruments and Hedging Activities" and is accounted for as a derivative instrument. We entered into the agreement, commencing in May 2000, to hedge a portion of our oil and gas sales for the period of May 2000 through April 2004. The agreement calls for initial volumes of 7,900 barrels of oil and 52,400 Mcf of gas per month, declining monthly thereafter. We entered into a second agreement with the energy lender, commencing September 2001, to hedge an additional portion of our oil and gas sales for the periods of September 2001 through July 2004 and September 2001 through December 2002, respectively. The agreement calls for initial volumes of 15,000 barrels of oil and 50,000 Mmbtu of gas per month, declining monthly thereafter. As a result of these agreements, we realized a reduction in revenues of $560,378 for the three-month period ended March 31, 2003 and an increase in revenues of $251,200 for the three-month period ended March 31, 2002, which is included in oil and gas sales. The estimated change in fair value of the derivatives is reported in Other Income and Expense as unrealized (gain) loss on derivative instruments. The estimated fair value of the derivatives is reported in Other Assets (or Other Liabilities) as derivative instruments. 7 6. Stock Based Compensation In October 1995, SFAS No. 123, "Stock Based Compensation," (SFAS 123) was issued. This statement requires that we choose between two different methods of accounting for stock options and warrants. The statement defines a fair-value-based method of accounting for stock options and warrants but allows an entity to continue to measure compensation cost for stock options and warrants using the accounting prescribed by APB Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees." Use of the APB 25 accounting method results in no compensation cost being recognized if options are granted at an exercise price at the current market value of the stock or higher. We will continue to use the intrinsic value method under APB 25 but are required by SFAS 123 to make pro forma disclosures of net income (loss) and earnings (loss) per share as if the fair value method had been applied in its 2003 and 2002 financial statements. There were no options or warrants issued as stock-based employee compensation in the three month period ended March 31, 2003 and 2002. 7. As shown in the financial statements, we had a working capital deficiency of $41,207,200 at March 31, 2003 and $41,645,520 for the year ended December 31, 2003. This and other conditions raise substantial doubt about our ability to continue as a going concern. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ------------------------------------------------------------------------ Overview - -------- We are engaged primarily in the acquisition, development, exploitation, exploration and production of crude oil and natural gas. Our focus is on increasing production from our existing properties through further exploitation, development and exploration, and on acquiring additional interests in crude oil and natural gas properties. Our gross revenues are derived from the following sources: 1. Oil and gas sales that are proceeds from the sale of crude oil and natural gas production to midstream purchasers; 2. Operating overhead and other income that consists of earnings from operating crude oil and natural gas properties for other working interest owners, and marketing and transporting natural gas. This also includes earnings from other miscellaneous activities. 3. Well servicing revenues that are earnings from the operation of well servicing equipment under contract to third party operators. Results of Operations - --------------------- The factors which most significantly affect our results of operations are (1) the sales price of crude oil and natural gas, (2) the level of total sales volumes of crude oil and natural gas, (3) depletion and depreciation of oil and gas property costs and related equipment, (4) the level of and interest rates on borrowings and, (5) the level and success of new acquisitions and development of existing properties. Comparative results of operations for the periods indicated are discussed below. Three-Month Period Ended March 31, 2003 compared to Three Month Period Ended March 31, 2002. Revenues Oil and Gas Sales. Revenues from the sale of crude oil and natural gas for the first quarter increased 27% from $2,526,200 in 2002 to $3,204,900 in 2003. This was due to a significant increase in oil and gas prices, which offset a decrease in volume. Operating Overhead and Other Income. Revenues from these activities decreased 59% from $110,500 in 2002 to $45,700 in 2003, due primarily to the expiration of a natural gas marketing contract. Costs and Expenses Lease Operating Expenses. Lease operating expenses decreased less than 1% from $1,376,700 in 2002 to $1,369,900 in 2003. Depreciation, Depletion and Amortization (DD and A). DD and A increased less than 1% from $606,600 in 2002 to $603,900 in 2003. General and Administrative (G and A) Expenses. Our G and A expenses increased 2% from $407,100 in 2002 to $414,000 in 2003. 9 Interest Expense. Interest expense increased 10% from $691,900 in 2002 to $760,900 in 2003, primarily due to increased debt for funding of capital development projects. Financial Condition and Capital Resources - ----------------------------------------- At March 31, 2003, our current liabilities exceeded our current assets by $41,207,200, as almost all of our debt in this quarter is now classified as short term. To address this, we are currently negotiating with various financial institutions to refinance our debt, as well as provide funds for our $6.4 million capital development plan for 2003. As part of our financing effort, on February 28, 2003, we entered into an agreement with our major lender to buy-out its loan, which has a current balance of $27.9 million, for a cash payment of $20 million. The agreement expires on May 29, 2003 and should we not close the transaction by that date, we will, within thirty days, issue to the lender $1 million of preferred stock convertible to common stock at $1.00 per share. During the first quarter of 2003, we had net income of $120,700 compared to a net loss of $1,964,000 for the period in 2002. We sold 61,209 barrels of crude oil and 317,547 Mcf of natural gas compared to 78,360 barrels of crude oil and 357,519 Mcf of natural gas in the first quarter of 2002. Revenue for crude oil sales for the quarter was $1,501,723 in 2003 compared to $1,520,289 in 2002 and for natural gas sales was $1,703,140 in 2003 compared to $1,005,953 in 2002. Oil and natural gas sales volumes were lower due to the natural decline of production in a few fields, and the lack of funding for development activity to increase production. 10 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - ------- ---------------------------------------------------------- The following market rate disclosures should be read in conjunction with the quantitative disclosures about market risk contained in the Company's 2002 annual report on Form 10-K, as well as with the consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q. All of the Company's financial instruments are for purposes other than trading. The Company only enters derivative financial instruments in conjunction with its oil and gas hedging activities. Hypothetical changes in interest rates and prices chosen for the following stimulated sensitivity effects are considered to be reasonably possible near-term changes generally based on consideration of past fluctuations for each risk category. It is not possible to accurately predict future changes in interest rates and product prices. Accordingly, these hypothetical changes may not be an indicator of probable future fluctuations. Interest Rate Risk The Company is exposed to interest rate risk on debt with variable interest rates. At March 31, 2003, the Company carried variable rate debt of $37,425,617. Assuming a one percentage point change at March 31, 2003 on the Company's variable rate debt, the annual pretax income would change by $374,256. Commodity Price Risk The Company hedges a portion of its price risks associated with its oil and natural gas sales which are classified as derivative instruments. As of March 31, 2003, these derivative instruments' liabilities had a fair value of $1,110,137. A hypothetical change in oil and gas prices could have an effect on oil and gas futures prices, which are used to estimate the fair value of our derivative instrument. However, it is not practicable to estimate the resultant change, in any, in the fair value of our derivative instrument. ITEM 4. CONTROLS AND PROCEDURES - ------- ----------------------- Based on an evaluation of the Company's disclosure controls and procedures performed by the Company's management within 90 days of the filing date of this report, the Company's Chief Executive Officer and Chief Financial Officer believe that the Company has appropriate disclosure controls and procedures to ensure that information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Since the date of such evaluation, there have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses. 11 PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. - ------- ---------------------------------------------------- No matter was submitted to a vote of our security holders during the first quarter. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. - ------- --------------------------------- (a) Exhibits - Number Description ------ ----------- *3.1 Articles of Incorporation of the Registrant and Amendments thereto. *3.2 Bylaws of the Registrant. #10.1 GulfWest Oil Company 1994 Stock Option and Compensation Plan, amended and restated as of April 15, 1998 and approved by the shareholders on May 28, 1998. --------------- * Previously filed with the Company's Registration Statement (on Form S-1, Reg. No. 33-53526), filed with the Commission on October 21, 1992. # Previously filed with the Company's Definitive Proxy Statement dated April 24, 1998, filed with the Commission on April 24, 1998. (b) Form 8-K - None. 12 SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. GULFWEST ENERGY INC. (Registrant) Date: May 13, 2003 By: /s/ Thomas R. Kaetzer --------------------------------- Thomas R. Kaetzer President Date: May 13, 2003 By: /s/ Jim C. Bigham --------------------------------- Jim C. Bigham Executive Vice President and Secretary Date: May 13, 2003 By: /s/ Richard L. Creel --------------------------------- Richard L. Creel Vice President of Finance 13 CERTIFICATIONS I, Thomas R. Kaetzer, certify that: 1. I have reviewed this amended quarterly report on Form 10-Q of GulfWest Energy Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and i 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 13, 2003 /s/ Thomas R. Kaetzer ----------------------------------- Thomas R. Kaetzer President and Chief Executive Officer ii CERTIFICATIONS I, Richard L. Creel, certify that: 1. I have reviewed this amended quarterly report on Form 10-Q of GulfWest Energy Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and i 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: May 13, 2003 /s/ Richard L. Creel ----------------------------------- Richard L. Creel Vice President of Finance ii May 13, 2003 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002 In connection with the accompanying report on Form 10-Q for the period ended March 31, 2003, and filed with the Securities and Exchange Commission on the date hereof (the "Report"), We, Thomas R. Kaetzer, President and CEO of GulfWest Energy Inc. (the "Company"), and Richard L. Creel, Vice President of Finance of the Company hereby certify that: 1. The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. GulfWest Energy Inc. /s/ Thomas R. Kaetzer - ------------------------------------ By: Thomas R. Kaetzer President and Chief Executive Officer /s/ Richard L. Creel - ------------------------------------ By: Richard L. Creel Vice President of Finance