CORRESP 1 filename1.htm corresp.htm
 
Miller Energy Resources
9051 Executive Park Drive
Suite 103
Knoxville, TN  37923
O: (865) 223-6575
F: (865) 691-8209
paul@millerenergyresources.com


June 27, 2011

'CORRESP'
 
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, D.C.  20549

Attention:
Robert Carroll
 
Ethan Horowitz, Branch Chief

Re:
Miller Energy Resources, Inc.
 
Form 10-K for the year ended April 30, 2010
Filed July 28,2010
 
File No. 001-34732

Ladies and Gentlemen:

Miller Energy Resources, Inc. (the “Company”) is in receipt of the Staff’s comment letter dated June 7, 2011. Following are the Company’s responses to the Staff’s comments contained in such letter.

Based on our review of the Staff’s comment letter, and as further described herein, and given the proximity of receipt of these comments to our fiscal year end, as indicated in certain responses below, we respectfully propose to make appropriate clarifications or modifications to certain of our disclosures in our April 30, 2011 Form 10-K, which we currently expect to file by July 14, 2011.

Form 10-K for Fiscal Year Ended April 30, 2010
 
Note 6. Acquisitions
 
KTO Acquisition. Page F-14
 
 
1.
We note your response to our prior comment 3 and your disclosure that Lee Keeling and Associates, Inc. (“LKA”) performed the fair value analysis for proved developed reserves and provided you with a PV-10 value in the amount of $252,455, which you recorded. Citing the accounting guidance used, tell us why it is appropriate to record this acquisition at the PV-10 value. We also note the KTO acquisition was a purchase of select assets only. Please provide your analysis and tell is how the KTO acquisition meets the definition of a business and why your accounting for this asset acquisition as a business combination is appropriate pursuant to ASC 805-10-15-4(b).

 

 
 

 

RESPONSE:

We do not believe the KTO acquisition was within the scope of ASC 805-10-15-4(b)  because the KTO assets acquired constituted  an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of economic benefits directly to the Company.  ASC 805-10-55-4 indicates that a business consists of inputs and processes applied to those inputs that have the ability to create outputs.

An analysis of the KTO inputs, processes, and outputs follows:

Inputs

The Company acquired 153 producing oil and gas wells and more than 100 oil and gas wells that were not producing on the date of acquisition, but had the potential to be reworked by the Company and put back into production with minimal capital investment and limited operational risk.  We also retained several KTO employees closely associated with KTO’s oil and gas production business.

Processes

The Company acquired KTO’s entire oil and gas production business, which included a standard system / convention, that when applied to the acquired inputs (oil and gas wells) had the ability to create outputs (oil and gas production).  As permitted by ASC 805-10-55-5, to be capable of being conducted and managed for the defined purpose (generating a return in the form of economic benefit for the Company), a business need not include all of the inputs or processes that the seller used in operating the business as long as the Company is able to integrate the business with their own inputs and processes.  The Company had extensive knowledge of oil and gas wells in the locale and already owned and operated a number of oil and gas wells in the same geographical area, and consequently, already had an existing infrastructure for operating oil and gas wells in place.

Outputs

The Company acquired 153 oil and gas wells that were producing outputs on the date of acquisition.  While more than 100 oil and gas wells acquired were shut in, based on the Company’s existing customer infrastructure and extensive experience and knowledge of the locale, the Company had a number of potential customers on the date of acquisition, such as Atlas, which we currently drill for on a subcontract basis.  ASC 805-10-55-4 indicates that outputs are not required for an integrated set of activities to qualify as a business as the key determinant is whether the inputs and processes are capable of producing outputs.

In summary, in acquiring KTO’s entire oil and gas production business, the Company acquired inputs, processes and outputs consistent with the three key elements of a business as defined by ASC 805-10-20, and accordingly, the Company accounted for this transaction as a business combination.

Also, we recorded the transaction using the PV-10 value as we believe the difference between PV-10 (using 12 month average pricing) and cash flows using a forwards strip price discounted at 10% would not be material – we calculate it to be no more than a $40,000 difference.  We believe a 10% discount rate is a reasonable market participant discount rate to be applied to the oil and gas properties acquired.
 
 
2.
We note you accounted for each of your fiscal 2010 acquisition, including KTO, as business combinations. Please tell us and disclose how you concluded the ETC acquisition met the definition of a business pursuant to ASC 805-10-20 and ASC-10-55-4 through 55-9.
 


 
 

 

RESPONSE:
 
We concluded that the ETC acquisition met the definition of a business pursuant to ASC 805-10-20 and ASC 805-10-55-4 through 55-9 because ETC constituted an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of economic benefits directly to the Company.  ASC 805-10-55-4 indicates that a business consists of inputs and processes applied to those inputs that have the ability to create outputs.

An analysis of ETC inputs, processes, and outputs follows:

Inputs

The Company acquired 221 producing oil and gas wells, oil and gas equipment, real estate, employees and managed services contracts.  The Company also acquired wells that were not producing on the date of acquisition, but had the potential to be reworked by the Company and put back into production with minimal capital investment and limited operational risk.

Processes

The Company acquired 100% ownership in ETC, which included a standard system / convention, that when applied to the acquired inputs (oil and gas wells and managed services contracts) had the ability to create outputs (oil and gas production and managed services revenue).  As permitted by ASC 805-10-55-5, to be capable of being conducted and managed for the defined purpose (generating a return in the form of economic benefit for the Company), a business need not include all of the inputs or processes that the seller used in operating the business as long as the Company is able to integrate the business with their own inputs and processes.  The Company had extensive knowledge of oil and gas wells in the locale and already owned and operated a number of oil and gas wells in the same geographical area, and consequently, already had an existing infrastructure for operating oil and gas wells in place.

Outputs

The Company acquired 221 oil and gas wells that were producing outputs on the date of acquisition.  While the Company also acquired nonproducing wells that were shut in on the date of acquisition, based on the Company’s existing customer infrastructure and extensive experience and knowledge of the locale, the Company had a number of potential customers on the date of acquisition, such as Atlas, which we currently drill for on a subcontract basis.  ASC 805-10-55-4 indicates that outputs are not required for an integrated set of activities to qualify as a business as the key determinant is whether the inputs and processes are capable of producing outputs.

In summary, in acquiring 100% ownership of ETC, the Company acquired inputs, processes and outputs consistent with the three key elements of a business as defined by ASC 805-10-20, and accordingly, the Company accounted for this transaction as a business combination.

Alaska Acquisition, page F-15
 
 
3.
We note your response to our prior comment six and that you accounted for the Alaska acquisition as a business combination pursuant to ASC Topic 805-20. We also note the following:
 
 
·
In November 2009, certain assets of Pacific Energy were permitted by the bankruptcy court to be sold in pieces:

 
 

 

 
 
·
The Pacific Energy administration and accounting staff had largely been dismantled as of October 2009;
 
 
·
The Alaska oil and gas had ceased production by August 31, 2009 and had not been fully operational for months;
 
 
·
Several of the wells had become inoperable, as the well casings had collapsed and require rework; and
 
 
·
Your Osprey offshore drilling platform ceased production in July 2009, was inoperative, and none of the oil wells supported by the offshore drilling platform could resume production without substantial investment.
 

Given your description of the assets acquired, tell us how this meets the definition of a business pursuant to ASC 805-10-20 and ASC-10-55-4 through 55-9.
 
RESPONSE:
 
We concluded that the Alaska acquisition met the definition of a business pursuant to ASC 805-10-20 and ASC 805-10-55-4 through 55-9 because the Alaska assets acquired constituted an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of economic benefits directly to the Company.  ASC 805-10-55-4 indicates that a business consists of inputs and processes applied to those inputs that have the ability to create outputs.

An analysis of the Alaska inputs, processes, and outputs follows:

Inputs

The Company acquired proved, probable, and possible oil and gas reserves, onshore and offshore production facilities, oil and gas leases and licenses, oil and gas inventory, restricted cash, and employees.  The Company also assumed an asset retirement obligation and certain accrued liabilities.  The oil and gas properties were not producing on the date of acquisition because that the seller was in the liquidation phase of a bankruptcy, which resulted due to the fact that the seller had insufficient working capital to fund their overall operations (the acquired properties were just a portion of the seller’s consolidated business which also included toxic properties in other locations).  While the oil and gas properties acquired were not producing on the date of acquisition, the Company believes that these inputs clearly represent economic resources with the ability to create outputs when the appropriate processes are applied.

Processes

The Company acquired all of the seller’s Cook Inlet oil and gas production business which was a component of the seller’s overall oil and gas production business.  No further infrastructure expansion was necessary to make the Cook Inlet business operational, other than working capital.  Our purchase of the Cook Inlet business included a standard system / convention, that when applied to the acquired inputs (oil and gas wells) had the ability to create outputs (oil and gas production).  As permitted by ASC 805-10-55-5, to be capable of being conducted and managed for the defined purpose (generating a return in the form of economic benefit for the Company), a business need not include all of the inputs or processes that the seller used in operating the business as long as the Company is able to integrate the business with their own inputs and processes.  The Company also acquired a significant amount of institutional knowledge of the geographic area, the existing operational processes and characteristics of the specific assets acquired through the acquisition of several key management employees including David Hall, Walter Wilcox, and Troy Stafford.  The acquisition of these employees allowed for a smooth transition which included rehiring former Cook Inlet employees, renewal of relationships with former vendors and the reinstatement of many of the key systems, standards, protocols and conventions that were already in place prior to the seller’s bankruptcy.


 
 

 

Outputs

While none of the oil and gas properties were producing on the date of acquisition, a substantial capital investment was not required to restart production.  In fact, some of the wells were already operational and were brought online almost immediately.  We surpassed production levels in excess of 20,000 bbls / month by March 2010 (within 90 days of the acquisition date).  In evaluating the accounting for this acquisition, the Company considered ASC 805-10-55-7, which indicates that a set of activities and assets in the development stage might not have outputs.  Accordingly, the Company considered whether the set of integrated activities (1) has begun planned principal activities, (2) has employees, intellectual property and processes that could be applied to those inputs, (3) is pursuing a plan to produce outputs, and (4) will be able to obtain access to customers that will purchase the outputs.  While the standard indicates that not all of these factors need to be present for a particular set of integrated activities and assets to qualify as a business, the Company believes that the Cook Inlet business meets all of the above criteria.  The principal activities (oil and gas drilling) are planned and the inputs to achieve such objectives exist in the form of proved, possible, and probable oil and gas reserves, onshore and offshore production facilities, oil and gas leases and licenses, oil and gas inventory, restricted cash, and employees.  The Company is actively pursuing a plan to increase the level of outputs and has recently obtained financing that will be used for that purpose, and has a sufficient customer base with demand that that exceeds the production level that the Company expects to generate in future years, even at full production capacity.


In summary, in acquiring the Cook Inlet business, the Company acquired inputs, processes and outputs consistent with the three key elements of a business as defined by ASC 805-10-20, and accordingly, the Company accounted for this transaction as a business combination.
 
 
4.
We also note Beecher Carlson, a third party valuation specialist, performed the appraisal of the fixed assets for this acquisition. Tell us and disclose the methodology used by Beecher Carlson to determine the fair value of these assets. Tell us their consideration of the assets non-operational status and the substantial investment required to return the assets to an operable condition in their valuation procedures. Please be specific in your response.
 
RESPONSE:
 
Beecher Carlson primarily utilized the cost approach to value the subject personal property, specifically, the direct cost method.  In the direct method of the cost approach, the replacement cost new of each asset is based on replacing the subject personal property with assets of equal utility.  In applying the direct method of the cost approach, the replacement cost new for pipeline and various oil and gas platform equipment assets were estimated by the Company relying upon an insurance asset replacement cost study of the subject personal property prepared by Beecher Carlson as of the valuation date.

Although the assets acquired were non-operational, more than half of the subject personal property was attributed to the offshore drilling platform and a newly constructed plant facility utilized to process oil, gas, and water stripping for the benefit of the offshore drilling platform.  A substantial capital investment was not required to restart production.  The subject personal property valued by Beecher Carlson is in excellent physical condition and does not require substantial capital investment to return the assets to an operable condition.


 
 

 

Engineering Comments

Business, page 1

Assignment Oversight Agreement, page 3
 
 
 
5.
As a part of your response 10 to our April 14, 2011 letter, you stated that you estimated $22.4 million for assets retirement obligations at the Redoubt field. It appears that no asset retirement obligations cost were included for this field in your party reserve report. Please direct us to this item(s) or explain its omission.
 
RESPONSE:

At the time of the filing we were actively negotiating the size and funding schedule that would be required for meeting the asset retirement obligations associated with the Redoubt Field.  What was anticipated then (and has since come to pass), was that the State of Alaska would require annual payments to be made into an interest-bearing account which would be dedicated to asset retirement obligations.  This fund was intended to cover more than the maximum estimated retirement obligation.  As such, there is no large payment for abandonment at the end of field life, but a stream of annual payments into a fund.  Ralph E. Davis did not include abandonment costs in their report separately; they considered it to be included in the fixed costs for Redoubt.   They have been breaking this out separately in subsequent reports.

 
6.
Your response 10 also stated, “At the date of this filing we are negotiating the terms of the agreement and have not yet closed on the transaction [to obtain development financing].” In the 12 months since the effective date for your claimed proved undeveloped reserves, the annual average WTI oil price has risen to about $85/barrel from about $73/barrel with the average March, 2011 price at $103/barrel. Rule 4-10(a)(22) of Regulation S-X defines “proved reserves” and includes “the project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within reasonable time.” Even with the current favorable oil prices, the funding for your PUD reserves development does not appear to have been obtained. Please explain to us the factors that support the reasonable certainly of financing for the development of your PUD reserves. Compare the third party projected PUD development expenditure schedule for Cook Inlet presented in your third party reserve report with your actual costs incurred and explain any significant differences.
 
RESPONSE:
 
On June 13, 2011, we closed on a $100 million credit facility with Guggenheim Corporate Funding, LLC, Citi, and Bristol Investment Fund, Ltd.  The credit facility has an initial borrowing base of $35 million.  These funds will be used to develop our PUD reserves in Alaska by reworking previously producing wells, drilling new wells, and for the purchase of a drilling rig.  As of the date of this letter, we have successfully reworked our first well on the Osprey platform, RU-1, which is producing at approximately 350 bbls/d gross. The reserve report includes approximately $75 million in equity investment over the next 11 years.  Between the credit facility and new cash flow, we have sufficient capital to meet PUD funding obligations. Also, the report showed PUD development expenditures of approximately $13.6 million through April 30, 2011 while actual costs were $12.9 million.

 

 
 

 

Net Reserves at April 30, page 4
 
 
7.
Your third party report presents fixed platform proved expenses (page 26) for the Redoubt Shoal Field that cease at CYE 2018 even though projected field production continues through 2024. Please explain this practice to us.

RESPONSE:

Ralph E. Davis has conceded that this was incorrect.  It was an inadvertent mistake; these costs should have continued through 2024.  The impact of this error to standardized measure was a present value of approximately $5.9 million or about 1% of total Company value at April 30, 2010.  Future reports will include these projections throughout 2024.

 
8.
Your third party report presented projected Redoubt Shoal total proved unit production costs as $5.5/BO.  Our prior experience with Redoubt Shoal indicates that it is a high operating cost area. Please furnish to us the figures for and sources of the components of your projected production costs here.

RESPONSE:

CIE is a much lower cost operator than the previous operators of the field with much less overhead and a smaller staff.  At the time Ralph E. Davis felt comfortable with that number.  In March 2011 we reactivated the platform.  March through May’s mean monthly operating expense was approximately $125,000/month.  The current production from the platform is about 550 bbls/d.  This would suggest an operating cost of $7.61.  However, we would expect this number to decline over time for two reasons.  First, production volumes are still very low since we have only worked over the first two wells in our program, and secondly because May included a number of nonrecurring expenses associated with reactivating the platform and supporting drilling operations.  Based on March and April expense, lifting costs would be $5.78/BO.  Based on this information, we feel our 2010 estimate of $5.50/BO was reasonable.

 
 
9.
Please furnish to us the authorizations for the expenditure that are the basis for development cost for the Redoubt 2A, 3A, 4A, and 5A PUD locations.

RESPONSE:

At the time of the filing Miller did not have approved AFEs for these wells.  However, the Company has since developed AFEs which total $20.9 million. For reference, these AFEs are attached as Exhibits 1a through 1d.  The costs used in the report were net of the expected capital credit reimbursements from the State of Alaska, which would be expected to reimburse approximately 40% of the cost of these wells.

 
10.
We note the attributions of PUD reserves to the location labeled Northern Step Out 1 (NSO2) which was omitted from the exhibits that we requested in our prior comments 11c) and 11d). Please furnish these items to us.
 
RESPONSE:

Please find the requested information attached as Exhibit 2a and 2b.



 
 

 

 
11.
In our prior comment 12, we requested support for your claimed proved natural gas reserves. The document you referred to us is not specific to your situation. Please explain to us whether you have executed gas sales contracts or access to gas spot markets to justify you claim to proved natural gas reserves. If not, please explain the arrangements that allow you to claim natural gas sales beginning in 2010 as presented in your third party report.
 
RESPONSE:

Alaska has not developed a spot market for natural gas.  Instead, because of the relatively limited number of economic factors, it has been done on a contract-by-contract basis.  However, supply-demand balance currently strongly favors producers (which we were trying to demonstrate by providing the previous link).  In-state use of natural gas continues to climb even as supply diminishes.  CIE currently has no sales contracts because it is a net gas buyer.  However, when CIE has gas to sell, there is ample demand for the gas and adequate infrastructure in place to transport it to market in a reasonably timely manner.  CIE has, in fact, been approached by numerous parties hoping to buy gas from us as soon as we have additional production capacity.  For example, we have received correspondence from the Gas Supply Manager of Enstar Natural Gas Company inquiring of our drilling efforts for natural gas and wanting to follow up with a gas sales agreement with them.

We did record some small gas sales in 2010. CIE is a 30% interest holder in gas wells at Three Mile Creek. These wells are operated by Aurora Power Resources. Aurora markets and sells the gas produced at those facilities. CIE’s 30% share of gas revenue for Aurora transactions that occurred during the fiscal year 2010 was recorded as gas sales. Aurora’s sale of gas in the region is another indication that there is demand for gas in that region. Please see Exhibit 3 for a transaction confirmation of this sale.

Exhibit 99.1

 
12.
In our prior comment 18, we asked for the third party engineer’s technical qualifications to be included in their report. The revised report you furnished appears to omit these qualifications. Please furnish us with a complaint report.

RESPONSE:

Please see attached qualifications from Ralph E. Davis Associates, Inc. as Exhibit 4.
 
Exhibit 99.2
 
 
13.
In our prior comment 24, we asked that this third party engineering report include a “discussion of primary economic assumptions including average benchmark prices and average adjusted prices used to estimate reserves.”  The revised report you furnished appears to omit these price figures. Please furnish us with a compliant report.
 
RESPONSE:

Please see corrected reserve report cover pages from Lee Keeling and Associates, Inc. as Exhibit 5a through 5c.

The Company trusts the foregoing sufficiently responds to the staff’s comments.

 
Sincerely,
   
 
/s/ Paul W. Boyd
 
 
Paul W. Boyd


 
 

 
 
EXHIBIT 1A
 
1A-1

 
 
 
 
1A-2

 
 
 
 
1A-3

 
 
 
 
1A-4

 
 
 
 
1A-5

 
 
 
 
1A-6

 
 
 
 
1A-7

 
 
 
 
1A-8

 
 
 
 
1A-9

 
 
 
 
1A-10

 
 
 
 
1A-11

 
 
 
 
1A-12

 
 
 
 
1A-13

 
 
 
 
1A-14

 
 
 
 
1A-15

 
 
EXHIBIT 1B
 
 
 
1B-1

 
 
 
 
1B-2

 
 
 
 
1B-3

 
 
 
 
1B-4

 
 
EXHIBIT 1C
 
 
 
1C-1

 
 
 
 
1C-2

 
 
 
 
1C-3

 
 
 
 
1C-4

 
 
 
 
1C-5

 
 
 
 
1C-6

 
 
 
 
1C-7

 
 
 
 
1C-8

 
 
 
 
1C-9

 
 
 
 
1C-10

 
 
 
 
1C-11

 
 
 
 
1C-12

 
 
 
 
1C-13

 
 
 
 
1C-14

 
 
 
 
1C-15

 
 
EXHIBIT 1D
 
 
 
1D-1

 
 
 
 
1D-2

 
 
 
 
1D-3

 
 
 
 
1D-4

 
 
 
 
1D-5

 
 
 
 
1D-6

 
 
 
 
1D-7

 
 
 
 
1D-8

 
 
 
 
1D-9

 
 
 
 
1D-10

 
 
 
 
1D-11

 
 
 
 
1D-12

 
 
 
 
1D-13

 
 
 
 
1D-14

 
 
 
 
1D-15

 
 
EXHIBIT 2A
 
 
 
2A-1

 
 
 
 
2A-2

 
 
 
 
2A-3

 
 
 
 
 
2A-4

 
 
 
2A-5

 
 
 
 
 
2A-6

 
 
 
2A-7

 
 
 
 
 
2A-8

 
 
 
2A-9

 
 
 
 
2A-10

 
 
 
 
2A-11

 
 
 
 
 
2A-12

 
 
 
2A-13

 
 
 
 
2A-14

 
 
 
 
 
2A-15

 
 
 
 
2A-16

 
 
 
 
2A-17

 
 
 
2A-18

 
 
 
 
 
2A-19

 
 
 
2A-20

 
 
 
 
2A-21

 
 
 
 
2A-22

 
 
 
 
2A-23

 
 
 
 
 
2A-24

 
 
 
 
2A-25

 
 
 
 
2A-26

 
 
 
2A-27

 
 
 
 
2A-28

 
 
 
 
2A-29

 
 
 
 
2A-30

 
 
 
2A-31

 
 
 
 
 
2A-32

 
 
 
 
2A-33

 
 
 
 
2A-34

 
 
 
 
2A-35

 
 
 
2A-36

 
 
 
 
2A-37

 
 
 
 
2A-38

 
 
 
 
 
2A-39

 
 
 
 
2A-40

 
 
 
2A-41

 
 
 
 
 
2A-42

 
 
 
 
2A-43

 
 
 
 
2A-44

 
 
 
2A-45

 
 
 
 
 
 
2A-46

 
 
EXHIBIT 2B
 
 
 
2B-1

 
 
 
 
 
2B-2

 
 
 
2B-3

 
 
 
 
 
2B-4

 
 
 
 
2B-5

 
 
 
2B-6

 
 
 
 
2B-7

 
 
 
 
 
2B-8

 
 
 
2B-9

 
 
 
 
2B-10

 
 
 
 
2B-11

 
 
 
 
2B-12

 
 
 
 
 
2B-13

 
 
 
 
2B-14

 
 
 
 
2B-15

 
 
 
 
2B-16

 
 
 
2B-17

 
 
 
 
 
2B-18

 
 
 
2B-19

 
 
 
 
2B-20

 
 
 
 
2B-21

 
 
 
 
 
2B-22

 
 
 
 
2B-23

 
 
 
 
2B-24

 
 
 
 
2B-25

 
 
 
 
2B-26

 
 
 
2B-27

 
 
 
 
 
2B-28

 
 
 
 
2B-29

 
 
 
 
2B-30

 
 
 
 
2B-31

 
 
 
 
2B-32

 
 
 
2B-33

 
 
 
 
 
2B-34

 
 
 
2B-35

 
 
 
 
2B-36

 
 
 
 
 
2B-37

 
 
 
 
2B-38

 
 
 
2B-39

 
 
 
 
 
2B-40

 
 
 
2B-41

 
 
 
 
2B-42

 
 
 
 
 
2B-43

 
 
 
 
2B-44

 
 
 
 
2B-45

 
 
 
 
2B-46

 
 
EXHIBIT 3
 
 
 
3-1

 
 
EXHIBIT 4
 
 
 
4-1

 
 
 
 
 
4-2

 
 
 
 
4-3

 
 
 
 
4-4

 
 
 
 
4-5

 
 
 
4-6

 
 
 
 
 
 
4-7

 
 
EXHIBIT 5A
 
 
 
 
5A-1

 
 
 
 
5A-2

 
 
 
5A-3

 
 
 
 
5A-4

 
 
 
 
5A-5

 
 
EXHIBIT 5B
 
 
 
 
5B-1

 
 
 
 
5B-2

 
 
 
5B-3

 
 
 
 
5B-4

 
 
EXHIBIT 5C
 
 
 
 
5C-1

 
 
 
 
5C-2

 
 
 
5C-3

 
 
 
5C-4