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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
--------------
[ ] 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 0-28674
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CADUS CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified on its Charter)
Delaware 13-3660391
- -------------------------------------------------- --------------------------
(State of Other Jurisdiction of Incorporation or (I.R.S. Employer
Organization) Identification No.)
767 Fifth Avenue, New York, New York 10153
- -------------------------------------------------- --------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 702-4315
--------------------------
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
----- -----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12-b-2 of the Exchange Act).
Yes No X
----- -----
The number of shares of registrant's common stock, $0.01 par value, outstanding
as of April 30, 2005 was 13,144,040.
CADUS CORPORATION
INDEX
Page No.
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS 3
PART I - CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets - March 31, 2005
(unaudited) and December 31, 2004 4
Condensed Consolidated Statements of Operations -
Three Months Ended March 31, 2005 and 2004 (unaudited) 5
Condensed Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2005 and 2004 (unaudited) 6
Notes to Condensed Consolidated Financial Statements
(unaudited) 7 - 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11 - 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Item 4. Controls and Procedures 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8K 13
SIGNATURES
EXHIBIT INDEX
2
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical fact are "forward-looking
statements" for purposes of federal and stated securities laws, including any
projections or expectations of earnings, revenue, financial performance,
liquidity and capital resources or other financial items; any statement of our
plans, strategies and objectives for our future operations; any statements
regarding future economic conditions or performance; any statements of belief;
and any statements of assumption underlying any of the foregoing.
Forward-looking statements may include the words "may," "will," "should,"
"could," "would," "predicts," "potential," "continue," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and other similar words.
Although the Company believes that the expectations reflected in our
forward-looking statements are reasonable, such forward-looking statements
involve known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance, or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to,
technological uncertainties regarding the Company's technologies, risks and
uncertainties relating to the Company's ability to license its technologies to
third parties, the Company's ability to acquire and operate other companies, the
Company's capital needs and uncertainty of future funding, the Company's history
of operating losses, the Company's dependence on proprietary technology and the
unpredictability of patent protection, intense competition in the pharmaceutical
and biotechnology industries, rapid technological development that may result in
the Company's technologies becoming obsolete, as well as other risks and
uncertainties discussed in the Company's other filings with the Securities and
Exchange Commission. The forward-looking statements made in this Quarterly
Report on Form 10-Q are made only as of the date hereof and the Company does not
have or undertake any obligation to publicly update any forward-looking
statements to reflect subsequent events or circumstances unless otherwise
required by law.
3
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CADUS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
2005 2004
------------- -------------
(Unaudited)
Current assets:
Cash and cash equivalents $ 24,166,471 $ 24,045,800
Prepaid and other current assets 15,550 15,550
Investment in marketable securities 427,115 580,232
------------- -------------
24,609,136 24,641,582
Total current assets
Investment in other ventures 158,736 157,637
Other assets, net 726,803 747,029
------------- -------------
Total assets $ 25,494,675 $ 25,546,248
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses and other current liabilities $ 75,182 $ 14,327
------------- -------------
Total current liabilities 75,182 14,327
------------- -------------
Commitments
Stockholders' equity:
Common stock 132,857 132,857
Additional paid-in capital 59,844,355 59,844,355
Accumulated deficit ( 33,548,381) ( 33,589,070)
Accumulated other comprehensive (loss) income ( 709,263) ( 556,146)
Treasury stock ( 300,075) ( 300,075)
------------- -------------
Total stockholders' equity 25,419,493 25,531,921
------------- -------------
Total liabilities and stockholder's equity $ 25,494,675 $ 25,546,248
============= =============
See accompanying notes to condensed consolidated financial statements.
4
CADUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
2005 2004
------------- -------------
(Unaudited) (Unaudited)
License and maintenance fees $ 100,000 $ 100,000
------------- -------------
Total revenues 100,000 100,000
------------- -------------
Costs and expenses:
General and administrative expenses 202,844 224,555
(Gain) loss from equity in other ventures ( 1,099) 3,298
------------- -------------
Total costs and expenses 201,745 227,853
------------- -------------
Operating loss ( 101,745) ( 127,853)
Other income:
Interest income 142,434 34,377
------------- -------------
Income (loss) before income taxes 40,689 ( 93,476)
Income taxes -- --
------------- -------------
Net income (loss) $ 40,689 ($ 93,476)
============= =============
Basic and diluted net income (loss) per weighted average
share of common stock outstanding $ 0.00 ($ 0.01)
============= =============
Weighted average shares of common stock outstanding -
basic and diluted 13,144,040 13,144,040
============= =============
See accompanying notes to condensed consolidated financial statements.
5
CADUS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
March 31,
2005 2004
------------- -------------
(Unaudited) (Unaudited)
Cash flows from operating activities
Net income (loss) $ 40,689 ($ 93,476)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Amortization of patent costs 20,226 20,226
(Income) loss of equity in other ventures ( 1,099) 3,298
Changes in assets and liabilities:
(Increase) in license fee receivable -- ( 100,000)
(Increase) in prepaid and other current assets -- ( 3,413)
Increase in accrued expenses and other current
liabilities 60,855 11,447
------------- -------------
Net cash provided by (used in) operating activities 120,671 ( 161,918)
------------- -------------
Net increase (decrease) in cash and cash equivalents 120,671 ( 161,918)
Cash and cash equivalents - beginning of period 24,045,800 24,369,223
------------- -------------
Cash and cash equivalents - end of period $ 24,166,471 $ 24,207,305
============= =============
See accompanying notes to condensed consolidated financial statements.
6
CADUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note - 1 ORGANIZATION AND BASIS OF PREPARATION
The information presented as of March 31, 2005 and for the
three-month period then ended, is unaudited, but includes all
adjustments (consisting only of normal recurring accruals) that
the Company's management believes to be necessary for the fair
presentation of results for the periods presented. 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 omitted pursuant to the requirements of the Securities and
Exchange Commission, although the Company believes that the
disclosures included in these financial statements are adequate to
make the information not misleading. The December 31, 2004
condensed consolidated balance sheet was derived from audited
consolidated financial statements. These financial statements
should be read in conjunction with the Company's annual report on
Form 10-K for the year ended December 31, 2004.
The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Cadus Technologies, Inc.
All intercompany balances and transactions have been eliminated in
consolidation.
The results of operations for the three-month period ended March
31, 2005 are not necessarily indicative of the results to be
expected for the year ending December 31, 2005.
Note - 2 NET INCOME (LOSS) PER SHARE
For the three-month periods ended March 31, 2005 and 2004 basic
net income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of common shares
outstanding. Diluted earnings per share for the three months ended
March 31, 2005 was the same as basic earnings per share as all of
the Company's outstanding options' and warrants' exercise prices
were greater than the average market price of the common shares.
For this reason, for the three months ended March 31, 2005, 79,236
options and warrants were excluded from the calculation of diluted
earnings per share. The Company incurred a loss for the
three-month period ended March 31, 2004; the inclusion of common
stock equivalents in the calculation of diluted loss per share
would have been anti-dilutive and was therefore excluded.
Note - 3 LICENSING AGREEMENTS
In December 2001, the Company licensed its yeast-based drug
discovery technologies on a non-exclusive basis to a major
pharmaceutical company. Under the licensing agreement, the Company
received an up-front non-refundable fee of $500,000 that was
recorded as revenue in the December 31, 2001 consolidated
statement of operations as the Company has no further involvement
with the development of the product. The Company received payment
in January 2002. The Company received an additional licensing fee
in 2002 of $1,000,000 upon the licensee achieving a research
milestone. The licensee is entitled to use the technologies for
five years from the date of the agreement. Following the initial
five-year term, the licensee may renew the license annually upon
payment of an annual licensing fee of $250,000. In September 2003,
the parties entered into an addendum to the agreement
7
CADUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
pursuant to which the Company extended the license to an affiliate
of the licensee in consideration for the licensee agreeing to pay
$120,000 to the Company.
In February 2000, Cadus licensed to OSI Pharmaceuticals, Inc.
("OSI"), on a non-exclusive basis, its yeast-based drug discovery
technologies, including various reagents and its library of over
30,000 yeast strains, and its bioinformatics software. OSI paid to
Cadus a license fee of $100,000 and an access fee of $600,000 and
in December 2000 a supplemental license fee of $250,000. OSI is
also obligated to pay an annual maintenance fee of $100,000 until
the earlier of 2010 or the termination of the license. OSI may
terminate the license at any time on 30 days prior written notice.
During the three-month period ended March 31, 2005 and 2004, the
Company recognized $100,000 of license revenue related to this
agreement.
Note - 4 INVESTMENT IN MARKETABLE SECURITIES
The Company had an equity interest in Axiom Biotechnologies, Inc.
("Axiom"). Due to Axiom's operating losses, the Company's
investment was written down to $0 at December 31, 2001. On August
30, 2002, Axiom entered into a merger agreement with a wholly-
owned subsidiary of Sequenom, Inc., which is publicly traded on
the Nasdaq National Market. In connection with the merger, the
Company received 441,446 common shares of Sequenom, Inc. with a
fair market value of $2.43 per share in exchange for its shares in
Axiom. Pursuant to the merger, 102,685 of the Company's 441,446
common shares of Sequenom, Inc. were held in escrow (the "Escrow
Shares") for a one-year period that expired on August 30, 2003.
The Escrow Shares were held to secure rights to indemnification,
compensation and reimbursement of Sequenom and other indemnitees
as provided in the merger agreement. Upon the closing of the
transaction, Cadus recorded a realized gain of $823,189 related to
the 338,761 common shares received in the consolidated statement
of operations for the year ended December 31, 2002. The Company
was advised that the Escrow Shares had been released on August 30,
2003 and, accordingly, the Company recorded a realized gain on
marketable securities related to the Escrow Shares of $313,189 in
the consolidated statement of operations for the year ended
December 31, 2003. In May 2004, the Company became aware that
38,507 shares of the 102,685 Escrow Shares were forfeited pursuant
to the indemnification provisions of the merger agreement and
therefore not issued to the Company. Accordingly, to reflect this
reduction of the Escrow Shares received by the Company, the
investment in marketable securities was reduced by $123,222 on the
March 31, 2004 consolidated balance sheet.
Pursuant to the provisions of Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Debt and Equity
Securities" management deems its investment in Sequenom, Inc. to
be available for sale and reports its investment at fair value
with net unrealized gains or losses reported in accumulated other
comprehensive income within stockholders' equity.
Note - 5 ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS
Statement of Financial Accounting Standards No. 144, "ACCOUNTING
FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS" ("SFAS 144"),
addresses financial accounting and reporting
8
CADUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
for the impairment or disposal of long-lived assets. The Company's
long-lived assets (principally capitalized patent costs) are
required to be measured at the lower of carrying amount of fair
value, less cost to sell, whether reported in continuing
operations or discontinued operations. Intangibles with
determinable lives and other long-lived assets are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying value of an asset may not be recoverable. The
Company's judgments regarding the existence of impairment
indicators are based on historical and projected future operating
results, changes in the Company's overall business strategy, and
market and economic trends. In the future, events could cause the
Company to conclude that impairment indicators exist and that
certain intangibles with determinable lives and other long-lived
assets are impaired which may result in an adverse impact on the
Company's financial condition and results of operations. The
provisions of SFAS No. 144 did not have an impact on the Company's
financial statements as of and for the three months ended March
31, 2005.
Note - 6 RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 123R "SHARE BASED PAYMENT." This statement is a
revision to SFAS No. 123, supersedes Accounting Principles Board
("APB") No. 25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES," and
amends SFAS No. 95, "STATEMENT OF CASH FLOWS." This statement will
require the Company to expense the cost of employee services
received in exchange for an award of equity instruments. This
statement also provides guidance on valuing and expensing these
awards, as well as disclosure requirements. On April 14, 2005, the
Securities and Exchange Commission adopted a rule amendment that
delayed the compliance dates for SFAS No. 123R such that the
Company is now allowed to adopt the standard no later than January
1, 2006.
SFAS No. 123R permits public companies to choose between the
following two adoption methods:
1. A "modified prospective" method in which compensation cost
is recognized beginning with the effective date (a) based on
the requirements of SFAS No. 123R for all share-based payments
granted after the effective date and (b) based on the
requirements of SFAS No. 123 for all awards granted to
employees prior to the effective date of SFAS No. 123R that
remain unvested on the effective date, or
2. A "modified retrospective" method which includes the
requirements of the modified prospective method described
above, but also permits entities to restate based on the
amounts previously recognized under SFAS No. 123 for purposes
of pro forma disclosures either (a) all prior periods
presented or (b) prior interim periods of the year of
adoption.
As permitted by SFAS No. 123, the Company currently accounts for
share-based payments to employees using the APB No. 25 intrinsic
value method and recognizes no compensation cost for employee
stock options. The impact of the adoption of SFAS No. 123R cannot
be predicted at this time because it will depend on levels of
share-based payments granted in the
9
CADUS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
future. However, valuation of employee stock options under SFAS
No. 123R is similar to SFAS No. 123, with minor exceptions. The
adoption of SFAS No. 123R's fair value method may have an impact
on the Company's results of operations, although it will have no
impact on its overall financial position. Due to timing of the
release of SFAS No. 123R, the Company has not yet completed the
analysis of the ultimate impact that this new pronouncement will
have on the results of operations, nor the method of adoption for
this new standard.
In December 2004, the FASB issued SFAS No. 153, EXCHANGES OF
NONMONETARY ASSETS, AN AMENDMENT OF APB No. 29, ACCOUNTING FOR
NONMONETARY TRANSACTIONS. SFAS No. 153 requires exchanges of
productive assets to be accounted for at fair value, rather than
at carryover basis, unless (1) neither the asset received nor the
asset surrendered has a fair value that is determinable within
reasonable limits or (2) the transactions lack commercial
substance. SFAS No. 153 is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15,
2005. The Company does not expect the adoption of this standard to
have a material effect on its financial position, results of
operations or cash flows.
In March 2004, the FASB Emerging Issues Task Force ("EITF")
released Issue No. 03-1, "THE MEANING OF OTHER-THAN-TEMPORARY
IMPAIRMENT AND ITS APPLICATION TO CERTAIN INVESTMENTS." EITF 03-1
provides guidance for determining whether impairment for certain
debt and equity investments is other-than-temporary and the
measurement of an impaired loss. The recognition and measurement
requirements of EITF 03-1 were initially effective for reporting
periods beginning after June 15, 2004. In September 2004, the FASB
Staff issued FASB Staff Position ("FSP") EITF 03-1-1 that delayed
the effective date for certain measurement and recognition
guidance contained in EITF 03-1. The FSP requires that entities
continue to apply previously existing "other-than-temporary"
guidance until a final consensus is reached. Management does not
anticipate that issuance of a final consensus will materially
impact the Company's financial condition or results of operations.
Note - 7 COMPREHENSIVE INCOME
The Company classifies its investment in marketable securities as
available-for-sale.
Unrealized gains and losses on available-for-sale securities are
reported in accumulated other comprehensive income, a component of
stockholders' equity.
Other comprehensive income for the three months ended March 31,
2005 2004
-------- --------
Net income (loss) $ 40,689 ($ 93,476)
Accumulated other comprehensive (loss) ( 153,117) ( 256,192)
-------- --------
Comprehensive (loss) ($112,428) ($349,668)
======== =========
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company was incorporated in 1992 and until July 30, 1999, devoted
substantially all of its resources to the development and application of novel
yeast-based and other drug discovery technologies. On July 30, 1999, the Company
sold its drug discovery assets and ceased its internal drug discovery operations
and research efforts for collaborative partners.
At March 31, 2005, the Company had an accumulated deficit of approximately $33.5
million. The Company's losses have resulted principally from costs incurred in
connection with its research and development activities and from general and
administrative costs associated with the Company's operations. These costs have
exceeded the Company's revenues and interest income. As a result of the sale of
its drug discovery assets and the cessation of its internal drug discovery
operations and research efforts for collaborative partners, the Company ceased
to have research funding revenues and substantially reduced its operating
expenses. The Company expects to generate revenues in the future only if it is
able to license its technologies.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2004
REVENUES
Revenues for the three months ended March 31, 2005 and 2004 were $100,000, which
is the annual maintenance fee from OSI.
COSTS AND EXPENSES
General and administrative expenses decreased to $202,844 for the three months
ended March 31, 2005 from $224,555 for the same period in 2004. Patent costs and
professional fees increased by $10,201; insurance expense decreased by $13,338;
there was a decrease of $12,960 due to a sales tax audit payment in 2004 in
connection with the sale of assets to OSI in 1999 and net decreases in other
expenses of $5,614.
For the three months ended March 31, 2005 the Company recognized income of
$1,099 in its investment in Laurel Partners Limited Partnership. The loss for
the same period in 2004 was $3,298.
INTEREST INCOME
Interest income for the three months ended March 31, 2005 was $142,434 compared
to interest income of $34,377 for the same period in 2004. This increase is
attributable primarily to higher interest rates earned on invested funds.
NET INCOME (LOSS)
Net income for the three months ended March 31, 2005 was $40,689 compared to a
net loss of $93,476 for the same period in 2004. This increase can be attributed
primarily to a decrease in general and administrative expenses and an increase
in interest income.
11
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2005 the Company held cash and cash equivalents of $24.2 million.
The Company's working capital at March 31, 2005 was $24.5 million.
The Company believes that its existing capital resources, together with interest
income, will be sufficient to support its operations through the end of 2006.
This forecast of the period of time through which the Company's financial
resources will be adequate to support its operations is a forward-looking
statement that may not prove accurate and, as such, actual results may vary. The
Company's capital requirements may vary as a result of a number of factors,
including the transactions, if any, arising from the Company's efforts to
acquire or invest in companies and income-producing assets and the expenses of
pursuing such transactions.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's earnings and cash flows are subject to fluctuations due to changes
in interest rates primarily from its investment of available cash balances in
money market funds with portfolios of investment grade corporate and U.S.
government securities. The Company does not believe it is materially exposed to
changes in interest rates. Under its current policies the Company does not use
interest rate derivative instruments to manage exposure to interest rate
changes.
Item 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Based on the evaluation of the Company's disclosure controls and procedures
conducted as of the period covered by this report on Form 10-Q, the Company's
President and Chief Executive Officer, who also performs the functions of a
principal financial officer, concluded that the Company's disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under
the Securities Exchange Act of 1934) are effective.
CHANGES IN INTERNAL CONTROLS
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, nor were any corrective actions required with regard to
significant deficiencies and material weaknesses. It should be noted that any
system of controls, however well designed and operated, can provide only
reasonable assurance, and not absolute assurance, that the objectives of the
system are met. In addition, the design of any control system is based in part
upon certain assumptions about the likelihood of future events. Because of these
and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
12
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) The Exhibits listed in the Exhibit Index are included in this
quarterly report on Form 10-Q.
(b) Reports on Form 8-K.
None.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CADUS CORPORATION
(REGISTRANT)
Dated: May 16, 2005 By: /s/ David Blitz
--------------------------------------------------
David Blitz
President and Chief Executive Officer (Authorized
Officer and Principal Financial Officer)
EXHIBIT INDEX
The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
Exhibit No. Description
- ---------- -----------
31 Certifications
32 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002