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EXCEL - IDEA: XBRL DOCUMENT - NNN 2003 VALUE FUND LLC | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
or
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 0-51295
NNN 2003 Value Fund, LLC
(Exact name of registrant as specified in its charter)
Delaware | 20-0122092 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
1551 N. Tustin Avenue, Suite 200, Santa Ana, California | 92705 | |
(Address of principal executive offices) | (Zip Code) |
(714) 975-2999
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
As of August 10, 2012, there were 9,970 units of NNN 2003 Value Fund, LLC outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 (this Amendment) to the NNN 2003 Value Fund, LLC Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 10, 2012 (the Form 10-Q), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the condensed consolidated financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language (XBRL) and to correct unintentional date errors.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
This Amendment does not reflect events occurring after the filing of the Form 10-Q (i.e., occurring after August 10, 2012) or modify or update those disclosures that may be affected by subsequent events.
PART I FINANCIAL INFORMATION
NNN 2003 VALUE FUND, LLC
CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION
(Liquidation Basis)
June 30, 2012 |
December 31, 2011 |
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(Unaudited) | ||||||||
ASSETS | ||||||||
Cash and cash equivalents |
$ | 145,000 | $ | 603,000 | ||||
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Total assets |
145,000 | 603,000 | ||||||
LIABILITIES | ||||||||
Accounts payable and accrued liabilities |
22,000 | 22,000 | ||||||
Reserve for estimated costs in excess of receipts during liquidation |
103,000 | 197,000 | ||||||
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Total liabilities |
125,000 | 219,000 | ||||||
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Net assets in liquidation |
$ | 20,000 | $ | 384,000 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
(Liquidation Basis)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||
June 30, 2012 | June 30, 2012 | |||||||
Net assets in liquidation, beginning of period |
25,000 | 384,000 | ||||||
Distribution to unit holders |
| (350,000 | ) | |||||
Net increase in estimated liquidation costs |
(5,000 | ) | (14,000 | ) | ||||
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Net assets in liquidation, end of period |
$ | 20,000 | $ | 20,000 | ||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME
(Going Concern Basis)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||
June 30, 2012 | June 30, 2012 | |||||||
General and administrative expense |
$ | (119,000 | ) | $ | (175,000 | ) | ||
Equity in losses of unconsolidated real estate |
(6,000 | ) | (12,000 | ) | ||||
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Loss from continuing operations |
(125,000 | ) | (187,000 | ) | ||||
Income from discontinued operations |
| 13,326,000 | ||||||
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Consolidated net (loss) income |
(125,000 | ) | 13,139,000 | |||||
Income attributable to non-controlling interests |
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Net (loss) income attributable to NNN 2003 Value Fund, LLC |
$ | (125,000 | ) | $ | 13,139,000 | |||
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Comprehensive (loss) income: |
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Consolidated net (loss) income |
$ | (125,000 | ) | $ | 13,139,000 | |||
Other comprehensive income |
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Comprehensive (loss) income |
(125,000 | ) | 13,139,000 | |||||
Comprehensive income attributable to non-controlling interests |
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Comprehensive (loss) income attributable to NNN 2003 Value Fund, LLC |
$ | (125,000 | ) | $ | 13,139,000 | |||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Going Concern Basis)
(Unaudited)
Six Months Ended | ||||
June 30, 2012 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Consolidated net income |
$ | 13,139,000 | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Gain on extinguishment of debt |
(13,634,000 | ) | ||
Depreciation and amortization (including deferred financing costs, deferred rent, lease inducements and above/below market leases) |
157,000 | |||
Equity in losses of unconsolidated real estate |
12,000 | |||
Allowance for doubtful accounts |
44,000 | |||
Change in operating assets and liabilities: |
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Accounts receivable, including accounts and loans receivable due from related parties |
(138,000 | ) | ||
Other assets |
38,000 | |||
Restricted cash |
(21,000 | ) | ||
Accounts payable and accrued liabilities, including accounts payable to related parties |
(235,000 | ) | ||
Security deposits, prepaid rent and other liabilities |
(181,000 | ) | ||
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Net cash used in operating activities |
(819,000 | ) | ||
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Net cash provided by investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Distributions to unit holders |
(500,000 | ) | ||
Cash transferred to lender in connection with transfer of property |
(49,000 | ) | ||
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Net cash used in financing activities |
(549,000 | ) | ||
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NET DECREASE IN CASH AND CASH EQUIVALENTS |
(1,368,000 | ) | ||
CASH AND CASH EQUIVALENTS beginning of period |
2,031,000 | |||
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CASH AND CASH EQUIVALENTS end of period |
$ | 663,000 | ||
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NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Transfer of real estate and other assets and liabilities in connection with debt extinguishment |
$ | 29,788,000 | ||
Cancellation of debt and accrued interest in connection with transfer of real estate and other assets and liabilities |
$ | 43,471,000 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The use of the words we, us, or our refers to NNN 2003 Value Fund, LLC and its subsidiaries, except where the context otherwise requires.
1. Organization and Description of Business
NNN 2003 Value Fund, LLC was formed as a Delaware limited liability company on June 19, 2003. We were organized to acquire, own, operate and subsequently sell ownership interests in a number of unspecified commercial office properties which management believed to have higher than average potential for capital appreciation, or value-added properties. During 2011, we completed the disposition of our remaining interests in commercial office properties. As a result of the dispositions of all of our remaining property interests, we adopted the liquidation basis of accounting on December 1, 2011. We are currently in the process of winding up our operations, which we expect will be completed within the next three to six months, at which time we will distribute any remaining available funds to our unit holders and will cease to be a going concern.
NNN Realty Investors, LLC (formerly, Grubb & Ellis Realty Investors, LLC), or our manager, manages us pursuant to the terms of an operating agreement, as amended, or the Operating Agreement. While we have no employees, certain executive officers and employees of our manager provide services to us pursuant to the Operating Agreement. Prior to the disposition of our remaining property interests in 2011, our manager engaged affiliated entities, including Daymark Properties Realty, Inc. (formerly, Triple Net Properties Realty, Inc.), or Realty, to provide certain services to us. Realty served as our property manager pursuant to the terms of the Operating Agreement and a property management agreement, as amended, or the Management Agreement. The Operating Agreement terminates upon our dissolution. The unit holders may not vote to terminate our manager prior to the termination of the Operating Agreement or our dissolution, except for cause. The Management Agreement terminated with respect to each of our properties upon their respective disposition.
2. Summary of Significant Accounting Policies
The summary of significant accounting policies presented below is designed to assist in understanding our interim unaudited condensed consolidated financial statements. Such interim unaudited condensed consolidated financial statements and accompanying notes thereto are the representations of our management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, or GAAP, in all material respects, and have been consistently applied in preparing the accompanying interim unaudited condensed consolidated financial statements.
Interim Financial Data
Our accompanying interim unaudited condensed consolidated financial statements have been prepared by us in accordance with GAAP and in conjunction with the rules and regulations of the United States Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures required for annual financial statements have been condensed or excluded pursuant to SEC rules and regulations. Accordingly, our accompanying interim unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. Our accompanying interim unaudited condensed consolidated financial statements reflect all adjustments, which are, in our opinion, of a normal recurring nature and necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. Interim results of operations are not necessarily indicative of the results to be expected for the full year; such results may be less favorable.
In preparing our accompanying condensed consolidated financial statements, management has evaluated subsequent events through the financial statement issuance date. We believe that, although the disclosures contained herein are adequate to prevent the information presented from being misleading, our accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in our 2011 Annual Report on Form 10-K, as filed with the SEC on March 23, 2012.
7
NNN 2003 VALUE FUND, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
Principles of Consolidation
The accompanying interim unaudited condensed consolidated financial statements include our accounts and those of our wholly- owned subsidiaries, any majority-owned subsidiaries and any variable interest entities, or VIEs, that we have concluded should be consolidated in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or Codification, Topic 810, Consolidation. All material intercompany transactions and account balances have been eliminated in consolidation. We accounted for all other unconsolidated real estate investments using the equity method of accounting. Accordingly, our share of the earnings (losses) of these real estate investments is included in consolidated net income.
Basis of Presentation
Prior to December 1, 2011, our consolidated financial statements were prepared on a going concern basis, which contemplated the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements for periods prior to December 1, 2011 do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classifications of liabilities that may be necessary if we are unable to continue as a going concern.
As a result of the dispositions of all of our remaining property interests, we adopted the liquidation basis of accounting on December 1, 2011. Accordingly, all assets have been adjusted to their estimated fair value (on an undiscounted basis). Liabilities, including estimated costs associated with implementing our liquidation, were adjusted to their estimated settlement amounts. Actual values realized for assets and settlement of liabilities may differ materially from the amounts estimated. Due to the uncertainty in the timing of the anticipated liquidation costs and the cash flows there from, results may differ materially from amounts estimated. These amounts are presented in the accompanying consolidated statements of net assets. The net assets represent the estimated liquidation value of our assets available to our unit holders upon liquidation. The actual settlement amounts realized for assets and settlement of liabilities may differ materially, perhaps in adverse ways, from the amounts estimated.
Use of Estimates
The preparation of our interim unaudited condensed consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the interim unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the interim periods. Actual results could differ from those estimates, perhaps in material adverse ways, and those estimates could be different under different assumptions or conditions.
Income Taxes
We are a pass-through entity for income tax purposes and taxable income is reported by our unit holders on their individual tax returns. Accordingly, no provision has been made for income taxes in the accompanying condensed consolidated statements of operations except for insignificant amounts related to state franchise and income taxes.
We follow FASB Codification Topic 740, Income Taxes, to recognize, measure, present and disclose in our condensed consolidated financial statements uncertain tax positions that we have taken or expect to take on a tax return. As of June 30, 2012 and December 31, 2011, we did not have any liabilities for uncertain tax positions that we believe should be recognized in our condensed consolidated financial statements.
Segments
FASB Codification Topic 280, Segment Reporting, establishes standards for reporting financial and descriptive information about an enterprises reportable segments. We have determined that we had one reportable segment, with activities related to investing in office buildings and value-add commercial office properties. As each of our properties had similar economic characteristics, tenants, and products and services, our properties were aggregated into one reportable segment.
8
NNN 2003 VALUE FUND, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
3. Liquidation Costs
Under the liquidation basis of accounting, estimated costs expected to be incurred during liquidation are reflected on the statements of net assets in liquidation. The following table presents changes in our estimated liquidation costs during the three months ended June 30, 2012:
March 31, 2012 |
Payments | Adjustments | June 30, 2012 |
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Tax fees |
$ | 80,000 | $ | (50,000 | ) | $ | | $ | 30,000 | |||||||
Audit fees |
63,000 | (20,000 | ) | | 43,000 | |||||||||||
Public filing costs |
24,000 | (10,000 | ) | 5,000 | 19,000 | |||||||||||
Legal fees |
11,000 | (2,000 | ) | | 9,000 | |||||||||||
Other |
29,000 | (5,000 | ) | | 24,000 | |||||||||||
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$ | 207,000 | $ | (87,000 | ) | $ | 5,000 | $ | 125,000 | ||||||||
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The following table presents changes in our estimated liquidation costs during the six months ended June 30, 2012:
December 31, 2011 |
Payments | Adjustments | June 30, 2012 |
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Tax fees |
$ | 80,000 | $ | (50,000 | ) | $ | | $ | 30,000 | |||||||
Audit fees |
69,000 | (33,000 | ) | 7,000 | 43,000 | |||||||||||
Public filing costs |
28,000 | (10,000 | ) | 1,000 | 19,000 | |||||||||||
Legal fees |
12,000 | (6,000 | ) | 3,000 | 9,000 | |||||||||||
Other |
30,000 | (9,000 | ) | 3,000 | 24,000 | |||||||||||
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$ | 219,000 | $ | (108,000 | ) | $ | 14,000 | $ | 125,000 | ||||||||
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4. Non-controlling Interests
Non-controlling interests relate to interests in the following consolidated limited liability company that is not wholly-owned by us:
Entity |
Date Acquired |
Non-controlling Interests |
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NNN Enterprise Way, LLC |
05/07/2004 | 26.7 | % |
NNN Enterprise Way, LLC owned a commercial office property located in Scotts Valley, California, known as the Enterprise Technology Center property. This property was sold at a trustees sale on November 29, 2011, and this entity is in the process of being dissolved.
5. NNN 2003 Value Fund, LLC Unit Holders Equity
Pursuant to our Private Placement Memorandum, we offered for sale a minimum of 1,000 and a maximum of 10,000 units at a price of $5,000 per unit. We relied on the exemptions from registration provided by Rule 506 under Regulation D and Section 4(2) of the Securities Act.
There are three classes of membership interests, or units, each having different rights with respect to distributions. As of June 30, 2012 and December 31, 2011, there were 4,000 Class A units, 3,170 Class B units and 2,800 Class C units issued and outstanding. The rights and obligations of all unit holders are governed by the Operating Agreement.
Cash from Operations, as defined in the Operating Agreement, is first distributed to all unit holders pro rata until all Class A unit holders, Class B unit holders and Class C unit holders have received a 10.0%, 9.0% and 8.0% cumulative (but not compounded) annual return on their contributed and unrecovered capital, respectively. In the event that any distribution of Cash from Operations is not sufficient to pay the return described above, all unit holders receive identical pro rata distributions, except that Class C unit holders do not receive more than an 8.0% return on their Class C units, and Class B unit holders do not receive more than a 9.0% return on their Class B units. Excess Cash from Operations is then allocated pro rata to all unit holders on a per outstanding unit basis and further distributed to the unit holders and our manager based on predetermined ratios providing our manager with a share of 15.0%, 20.0% and 25.0% of the distributions available to Class A units, Class B units and Class C units, respectively, of such excess Cash from Operations.
9
NNN 2003 VALUE FUND, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
Cash from Capital Transactions, as defined in the Operating Agreement, is first used to satisfy our debt and liability obligations; then distributed pro rata to all unit holders in accordance with their membership interests until all capital contributions are reduced to zero; and lastly, in accordance with the distributions as outlined above in the Cash from Operations.
Since the suspension of regular, monthly cash distributions to unit holders in the fourth quarter of 2008, we make periodic distributions to unit holders from available funds, if any. During the six months ended June 30, 2012, distributions of $35 per unit were declared, resulting in aggregate distributions paid of approximately $350,000 during the period. To date, Class A units, Class B units and Class C units have received identical per-unit distributions.
6. Related Party Transactions
The Management Agreement
Pursuant to the Operating Agreement and the Management Agreement, Realty was entitled to receive the payments and fees described below. Certain fees paid to Realty were passed through to our manager or its affiliate pursuant to an agreement between our manager and Realty, or the Realty Agreement.
Property Management Fees
We paid Realty a monthly property management fee of up to 5.0% of the gross receipts revenue of the properties. During the three and six months ended June 30, 2011, we incurred property management fees to Realty of $0 and $47,000, respectively. No property management fees were incurred during the three and six months ended June 30, 2012, as all of our remaining property interests were disposed of during 2011.
Real Estate Acquisition Fees
We paid Realty or its affiliate a real estate acquisition fee up to 3.0% of the gross purchase price of a property. During the three and six months ended June 30, 2012 and 2011, we did not incur any real estate acquisition fees.
Real Estate Disposition Fees
We paid Realty or its affiliate a real estate disposition fee up to 5.0% of the gross sales price of a property. During the three and six months ended June 30, 2012 and 2011, we did not incur any real estate disposition fees.
Leasing Commissions
We paid Realty a leasing commission for its services in leasing any of our properties equal to 6.0% of the value any lease entered into during the term of the Management Agreement and 3.0% with respect to any renewals. During the three and six months ended June 30, 2012 and 2011, we did not incur any leasing commissions.
10
NNN 2003 VALUE FUND, LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Continued
Accounting Fees
We paid our manager accounting fees for record keeping services provided to us. Beginning January 1, 2010, all accounting fees have been waived by our manager and, as such, we did not incur any accounting fees during the three and six months ended June 30, 2012 and 2011.
Construction Management Fees
We paid Realty a construction management fee for its services in supervising any construction or repair project in or about our properties equal to 5.0% of any amount up to $25,000, 4.0% of any amount over $25,000 but less than $50,000 and 3.0% of any amount over $50,000, which is expended in any calendar year for construction or repair projects. During the three and six months ended June 30, 2012 and 2011, we did not incur any construction management fees.
Loan Fees
We paid Realty or its affiliate a loan fee of 1.0% of the principal amount of the loan for its services in obtaining loans for our properties during the term of the Management Agreement. During the three and six months ended June 30, 2012 and 2011, we did not incur any loan fees.
7. Commitments and Contingencies
Litigation
We are not presently subject to any material litigation and, to our knowledge, no material litigation is threatened against us that, if determined unfavorably to us, would have a material adverse effect on our financial condition.
8. Discontinued Operations
In accordance with FASB Codification Topic 360, Property, Plant and Equipment, the net income from consolidated properties sold are reflected in our consolidated statements of operations as discontinued operations for all periods presented. For the six months ended June 30, 2011, discontinued operations includes the net income of the following properties:
Property |
Date Sold | |||
Four Resource Square |
January 20, 2011 | |||
Sevens Building |
March 25, 2011 |
The following table summarizes the revenue and expense components that comprised income from discontinued operations for the six months ended June 30, 2011:
Six Months Ended | ||||
June 30, 2012 | ||||
Rental revenue |
$ | 964,000 | ||
Rental expense (including general, administrative, depreciation and amortization) |
(727,000 | ) | ||
Interest expense |
(545,000 | ) | ||
Gain on extinguishment of debt |
13,634,000 | |||
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Income from discontinued operations |
13,326,000 | |||
Income from discontinued operations attributable to non-controlling interests |
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Income from discontinued operations attributable to NNN 2003 Value Fund, LLC |
$ | 13,326,000 | ||
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11
Item 6. Exhibits.
The exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in this quarterly report.
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.
NNN 2003 VALUE FUND, LLC | ||
(Registrant) | ||
September 13, 2012 | /s/ TODD A. MIKLES | |
Date | Todd A. Mikles | |
President and Chief Executive Officer | ||
NNN Realty Investors, LLC, | ||
the Manager of NNN 2003 Value Fund, LLC | ||
(principal executive officer) | ||
September 13, 2012 | /s/ PAUL E. HENDERSON | |
Date | Paul E. Henderson | |
Chief Accounting Officer | ||
NNN Realty Investors, LLC, | ||
the Manager of NNN 2003 Value Fund, LLC | ||
(principal financial officer) |
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this Exhibit index immediately precedes the exhibits.
The following exhibits are included, or incorporated by reference, in this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2012 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit Number |
Description | |
31.1* | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1* | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2* | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by 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 |
* | Incorporated by reference to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed on August 10, 2012. |
** | Furnished herewith. |