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EX-32.2 - EXHIBIT 32.2 - CADUS CORPv466514_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - CADUS CORPv466514_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - CADUS CORPv466514_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - CADUS CORPv466514_ex31-1.htm

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2017

 

¨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

 

CADUS CORPORATION

 

(Exact Name of Registrant as Specified on its Charter)

 

Delaware   13-3660391
(State of Other Jurisdiction of Incorporation or
Organization)
  (I.R.S. Employer 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) 702-4300

 

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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes x               No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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
  Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (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, 2017 was 26,288,080.

 

 

 

 

CADUS CORPORATION

 

INDEX

 

 

  Page No.
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS 3
   
PART I - CONDENSED CONSOLIDATED FINANCIAL INFORMATION  
   
Item 1. Condensed Consolidated Financial Statements 4
   
Condensed Consolidated Balance Sheets - March 31, 2017 (Unaudited) and December 31, 2016 4
   
Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2017 and 2016 (Unaudited) 5
   
Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2017 and 2016 (Unaudited) 6
   
Notes to Condensed Consolidated Financial Statements (Unaudited) 7-8
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9-10
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
   
Item 4. Controls and Procedures 10
   
PART II - OTHER INFORMATION  
   
Item 1. Legal Proceedings 11
   
Item 1A.  Risk Factors 11
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
   
Item 3. Defaults Upon Senior Securities 11
   
Item 4. Mine Safety Disclosures 11
   
Item 5. Other Information 11
   
Item 6. Exhibits 11
   
SIGNATURES 12
   
EXHIBIT INDEX 13

 

 

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 state 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 Cadus Corporation (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, risks and uncertainties relating to the Company's ability to acquire residential homes or land for renovation or construction and resale, the Company’s ability to engage contractors to perform such renovation and construction, the Company’s ability to sell such renovated or new homes at a profit, the Company’s ability to acquire or invest in other businesses or assets, the Company’s capital needs and uncertainty of future funding, as well as other risks and uncertainties discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2016. 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.

 

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ITEM 1.CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

CADUS CORPORATION

Condensed Consolidated Balance Sheets

 

ASSETS

          

   March 31,
2017
   December 31,
2016
 
   (Unaudited)     
Assets:          
Real estate inventory  $35,637,224   $35,121,788 
Cash and cash equivalents   5,121,539    5,675,047 
Interest receivable   2,279    1,835 
Prepaid and other assets   72,243    61,109 
Investment in other venture   193,352    193,086 
Website, net   11,666    13,333 
           
Total assets  $41,038,303   $41,066,198 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

           

 

Liabilities:
Accrued expenses and other liabilities  $344,365   $152,882 
Total liabilities   344,365    152,882 
           
Commitments
          
           
Stockholders’ equity:          
Common stock   264,297    264,297 
Additional paid-in capital   80,291,992    80,291,992 
Accumulated deficit   (39,562,276)   (39,342,898)
Treasury stock – at cost   (300,075)   (300,075)
Total stockholders’ equity   40,693,938    40,913,316 
Total liabilities and stockholders’ equity  $41,038,303   $41,066,198 

  

See accompanying notes to condensed consolidated financial statements.

 

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CADUS CORPORATION

Condensed Consolidated Statements of Operations

  

   Three Months Ended
March 31,
 
   2017   2016 
   (Unaudited)   (Unaudited) 
Total revenues  $--   $-- 
           
Costs and expenses:          
           
General and administrative expenses   145,578    189,209 
           
Real estate expenses   78,646    17,739 
           
Amortization of website   1,667    1,667 
           
Equity in earnings in other venture   (266)   (70)
           
Total costs and expenses   225,625    208,545 
           
Operating loss   (225,625)   (208,545)
           
Other income:          
           
Interest income   6,247    3,899 
           
Loss before provision for income taxes   (219,378)   (204,646)
           
Provision for income taxes   --    -- 
           
Net loss  $(219,378)  $(204,646)
           
Basic and diluted net (loss) per weighted average share of common stock outstanding  $(0.01)  $(0.01)
           
Weighted average shares of common stock outstanding – basic and diluted   26,288,080    26,288,080 

  

See accompanying notes to condensed consolidated financial statements.

 

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CADUS CORPORATION

Condensed Consolidated Statements of Cash Flows

  

   Three Months Ended
March 31,
 
   2017   2016 
   (Unaudited)   (Unaudited) 
         
Cash flows from operating activities:          
           
Net loss  $(219,378)  $(204,646)
           
Adjustments to reconcile net (loss) to net cash          
(used in) operating activities:          
           
Amortization of website   1,667    1,667 
           
Equity in earnings in other venture   (266)   (70)
           
Changes in assets and liabilities:          
           
(Increase) in prepaid and other assets   (11,578)   (21,242)
           
(Increase) in real estate inventory   (515,436)   (414,671)
           
Increase (decrease) in accrued expenses and other liabilities   191,483    (94,025)
           
Net cash used in operating activities   (553,508)   (732,987)
           
Net decrease in cash and cash equivalents   (553,508)   (732,987)
           
Cash and cash equivalents - beginning of period   5,675,047    8,936,147 
           
Cash and cash equivalents - end of period  $5,121,539   $8,203,160 

  

See accompanying notes to condensed consolidated financial statements.

 

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CADUS CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

Note - 1 Organization and Basis of Preparation

 

The information presented as of March 31, 2017 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, 2016 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, 2016.

 

The consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries, Cadus Technologies, Inc., Blivet LLC, MB 2013 LLC and Happy Dragon LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company operates in one segment: the purchase of homes and land for purposes of renovation or construction and resale. The Company has decided not to maintain its drug discovery technologies.

 

The results of operations for the three month period ended March 31, 2017 is not necessarily indicative of the results to be expected for the year ending December 31, 2017.

 

Note - 2 Cash Equivalents

 

The Company includes as cash equivalents all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. There were cash equivalents of $4,825,527 at March 31, 2017 and there were cash equivalents of $5,319,730 at December 31, 2016.

 

Note - 3 Net (Loss) Per Share

 

Basic net (loss) per share is computed by dividing the net (loss) by the weighted average of common shares outstanding. Diluted earnings per share is calculated based on the weighted average of common shares outstanding plus the effect of common stock equivalents (stock options). There were no outstanding stock options for the three months ended March 31, 2017 and 2016.

 

Note - 4 Fair Value of Financial Instruments

 

The Company uses financial instruments in the normal course of its business. The carrying values of cash and cash equivalents and accrued expenses approximate fair value. The fair value of the Company’s investment in a privately held company is not readily available. The

 

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CADUS CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

 

Note - 4 Fair Value of Financial Instruments (Continued)

 

Company believes the fair value of this investment in a privately held company approximated its carrying value at March 31, 2017 and December 31, 2016. The Company evaluated whether the Company's investment is a variable interest and concluded that it is a variable interest. The Company then evaluated whether Laurel Partners Limited Partnership ("Laurel") is a variable interest entity. The Company, as the limited partner, has no substantive kick out rights, nor any substantive participating rights, therefore, Laurel Partners Limited Partnership is a variable interest entity. In order to determine whether the Company is the primary beneficiary of Laurel, the Company evaluates the extent of its power over the activities that most significantly impact Laurel’s economic performance. Based on this evaluation, the Company concluded that it was not the primary beneficiary and therefore, would not consolidate Laurel.

 

Note - 5 Real Estate Operations

 

In connection with the Company’s program to purchase residential properties for purposes of renovation or construction and resale, the Company had purchased for an aggregate original price of approximately $29.9 million, and continued to own, through two indirect wholly-owned subsidiaries, twelve residential properties in Miami-Dade County, Florida and one residential property in East Hampton, New York.

 

The Company incurred $78,646 in real estate expenses for the three months ended March 31, 2017, consisting of real estate taxes, insurance, legal expenses, utilities, maintenance, other operating costs and expenses and selling expenses with respect to properties owned, and $17,739 for the three months ended March 31, 2016, consisting of utilities, maintenance and other operating costs and expenses with respect to properties owned.

 

Real estate inventory is recorded at cost. The cost of residential property includes the purchase price of the property, legal fees and other acquisition costs (e.g. recording, title search, survey, lien and permit searches, and inspection costs). Costs directly related to planning, developing and constructing a property are capitalized and classified as real estate inventory in the consolidated balance sheets. Capitalized development costs include interest, property taxes, insurance, and other direct project costs incurred during the period of development.

 

After acquisition, real estate inventory is analyzed quarterly for changes in fair values and any subsequent write down is charged to operating expenses. The Company did not have such a write down during the three months ended March 31, 2017 and 2016.

 

Note - 6 Accrued Expenses

 

Accrued expenses consist of the following:

 

   March 31, 2017   December 31, 2016 
Real estate taxes  $127,220   $-- 
Real estate expenses   172,064    150,554 
Legal   12,472    1,373 
Accounting   15,000    -- 
Property expenses   12,789    -- 
Stockholder relations   1,640    -- 
Sundry   3,180    955 
   $344,365   $152,882 

 

Note - 7 Recently Issued Accounting Standards

 

Recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

Note - 8 Subsequent Events

 

The Company has evaluated the impact of events occurring after March 31, 2017 up to the date of issuance of these condensed consolidated financial statements for adjustment or disclosure.

 

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ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Overview

 

The Company seeks opportunities to profit from the purchase of individual homes or individual residential lots for purposes of renovation or construction and resale. The Company has completed renovation of two homes - one located at 3506 Main Lodge Road, Coconut Grove, FL, and the other located at 3437 N. Moorings Way, Coconut Grove, FL. The Company has started construction of a new home on its vacant lot located at 2535 Shelter Avenue, Miami Beach, FL 33140 and has obtained permits for construction of a new home at each of the following of its properties: (i) 700 88th Street, Surfside, FL 33154, (ii) 2555 Shelter Avenue, Miami Beach, FL 33140 and (iii) 241 Atlantic Isle, Sunny Isles Beach, FL 33160. In addition to its real estate activities, the Company may consider acquisitions or investments in other industries.

 

At March 31, 2017, the Company had an accumulated deficit of approximately $39.6 million. The Company’s losses have resulted principally from costs incurred in connection with its prior biomedical research and development activities, its current real estate activities and from general and administrative costs associated with the Company’s operations. These costs have exceeded the Company’s revenues and interest income. The Company expects to generate revenues in the future only if it is able to profit from its real estate operations.

 

Results of Operations

 

Three Month Ended March 31, 2017 and 2016.

 

Revenues

 

There were no revenues for the three months ended March 31, 2017 and for the three months ended March 31, 2016.

 

Costs and Expenses

 

General and administrative expenses decreased to $145,578 for the three months ended March 31, 2017 from $189,209 for the same period in 2016. Professional Fees decreased by $23,048 due to the elimination of outside bookkeeping services and fewer filings with the SEC in 2017. Storage fees and shredding decreased by $8,366 due to the Company no longer leasing storage space or shredding old stored files. Shareholder relations decreased by $11,295 due to the annual meeting of stockholders held in the first quarter of 2016. The 2017 annual meeting will be held in the second quarter of 2017. There were additional net decreases of $922.

 

Real estate expenses for the three months ended March 31, 2017 were $78,646 including real estate taxes, insurance, selling expense totaling $48,575 on the completed renovated properties and $9,487 of legal expenses for litigation in connection with the fraudulent transfer of one of the Company’s properties. The balance of $20,584 is for maintenance and utilities for the properties owned. Real estate expenses for the three months ended March 31, 2016 were $17,739 consisting of maintenance and utilities for the properties owned.

 

For the three months ended March 31, 2017 and 2016, the Company recognized equity in earnings of $266 and $70, respectively, in its investment in Laurel Partners Limited Partnership.

 

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Results of Operations (Continued)

 

Interest Income

 

Interest income for the three months ended March 31, 2017 was $6,247 compared to interest income of $3,899 for the same period in 2016. This increase is attributable primarily to an increase in interest rates.

 

Net (Loss)

 

Net loss for the three months ended March 31, 2017 was $219,378, compared to a net loss of $204,646 for the same period in 2016. The increase in the loss is attributable to an increase in real estate expenses of $60,907, offset by a decrease in general and administrative expenses of $43,631, and an increase in interest income of $2,348 and an increase in gain from equity in other ventures of $196.

 

Liquidity and Capital Resources

 

At March 31, 2017, the Company held cash and cash equivalents of $5.1 million.

 

Depending on the availability of transactions acceptable to the Company in connection with its real estate activities, all or a portion of the Company’s available cash may be utilized, and the Company may seek debt or additional equity financing. 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, renovate, construct and sell residential properties. There can be no assurance that the Company will raise sufficient capital on a timely basis or on satisfactory terms or at all to meet such capital requirements.

 

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Under SEC regulations, the Company is considered a smaller reporting company and is not required to provide the information under this item.

 

Item 4.CONTROLS AND PROCEDURES

 

Based on the evaluation of the Company’s disclosure controls and procedures conducted as of the end of the period covered by this report on Form 10-Q, the Company’s President and Chief Executive Officer and the Company’s Treasurer (who performs functions similar to those 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. In addition, there has been no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 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.

 

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PART II - OTHER INFORMATION

 

Item 1.Legal Proceedings.

 

On March 11, 2014, Cadus’s subsidiary, MB 2013 LLC, took title to real property located at 1211 Stillwater Drive, Miami Beach, Florida 33141 (the “Stillwater Drive Property’). On March 16, 2017, it was discovered that the Stillwater Drive Property had been transferred to a third party named Valexia Lazaro Santana via the issuance of a fraudulent deed dated September 29, 2016 and recorded on October 4, 2016. Subsequent to the fraudulent transfer, a mortgage was placed on the Stillwater Property in the amount of $300,000.00. Cadus has notified the local Property Appraiser’s Office of such illegal transaction and has been in contact with the Economic Crimes Bureau for the Miami-Dade Police Department and the underlying lender. Cadus also recorded an Affidavit of Fraudulent Deed in the public records for Miami-Dade County for the purpose of placing all other potential parties on notice of the illegal transaction and on March 27, 2017 filed a quiet title action to set aside the transaction and to revert title back to MB 2013 LLC. Such action is pending in the Circuit Court for the 11th Judicial Circuit in and for Miami-Dade County, Florida. The parties named in such action as defendants are Valexis Lazaro Santana, 1211 Stillwater, LLC, a Florida limited liability company, Franklin Mortgage Holdings, LLC, a Delaware limited liability company, and Franklin Mortgage Holdings, Inc., a Delaware corporation. Based on the facts known to date, Cadus believes that it will prevail in such action and that the possibility of any potential loss is remote.

 

Item 1A.Risk Factors.

 

There were no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the period ended December 31, 2016 as filed with the Securities and Exchange Commission on March 31, 2017.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.Defaults Upon Senior Securities.

 

None.

 

Item 4.MINE SAFETY DISCLOSURES.

 

Not applicable.

 

Item 5.Other Information.

 

None.

 

Item 6.Exhibits.

 

The Exhibits listed in the Exhibit Index are included in this quarterly report on Form 10-Q.

 

 

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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 15, 2017   By:  /s/ Hunter C. Gary
    Hunter C. Gary
    President and Chief Executive Officer
   
   
Dated:  May 15, 2017   By:  /s/ David Blitz
    David Blitz
    Treasurer and Secretary

 

  

 

 

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EXHIBIT INDEX

 

 

The following exhibits are filed as part of this Quarterly Report on Form 10-Q: 

 

Exhibit No.Description

 

31.1Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.INSXBRL Instance Document

 

101.SCHXBRL Taxonomy Extension Schema

 

101.CALXBRL Taxonomy Extension Calculation Linkbase

 

101.DEFXBRL Taxonomy Extension Definition Linkbase

 

101.LABXBRL Taxonomy Extension Label Linkbase

 

101.PREXBRL Taxonomy Extension Presentation Linkbase

 

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