Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - CADUS CORP | tv478971_ex32-2.htm |
| EX-32.1 - EXHIBIT 32.1 - CADUS CORP | tv478971_ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - CADUS CORP | tv478971_ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - CADUS CORP | tv478971_ex31-1.htm |
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 September 30, 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, a 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 ¨ | Smaller reporting company x |
| (Do not check if a smaller reporting company) | |
| 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 3(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 October 31, 2017 was 26,288,080.
CADUS CORPORATION
INDEX
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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 |
Condensed Consolidated Balance Sheets
September
30, | December 31, 2016 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Assets: | ||||||||
| Real estate inventory | $ | 36,050,111 | $ | 35,121,788 | ||||
| Cash and cash equivalents | 3,832,853 | 5,675,047 | ||||||
| Interest receivable | 2,709 | 1,835 | ||||||
| Prepaid and other assets | 193,469 | 61,109 | ||||||
| Investment in other venture | 194,143 | 193,086 | ||||||
| Website, net | 8,333 | 13,333 | ||||||
| Total assets | $ | 40,281,618 | $ | 41,066,198 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Liabilities: | ||||||||
| Accrued expenses and other liabilities | $ | 651,098 | $ | 152,882 | ||||
| Total liabilities | 651,098 | 152,882 | ||||||
| Commitments | ||||||||
| Stockholders’ equity: | ||||||||
| Common stock | 264,297 | 264,297 | ||||||
| Additional paid-in capital | 80,291,992 | 80,291,992 | ||||||
| Accumulated deficit | (40,625,694 | ) | (39,342,898 | ) | ||||
| Treasury stock – at cost | (300,075 | ) | (300,075 | ) | ||||
| Total stockholders’ equity | 39,630,520 | 40,913,316 | ||||||
| Total liabilities and stockholders’ equity | $ | 40,281,618 | $ | 41,066,198 | ||||
See accompanying notes to condensed consolidated financial statements.
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Condensed Consolidated Statements of Operations
Three Months Ended September 30, | ||||||||
| 2017 | 2016 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Total revenues | $ | — | $ | — | ||||
| Costs and expenses: | ||||||||
| General and administrative expenses | 103,927 | 101,396 | ||||||
| Real estate expenses | 79,553 | 45,912 | ||||||
| Impairment to real estate inventory | 700,000 | — | ||||||
| Amortization of website | 1,667 | 1,667 | ||||||
| Equity in earnings in other venture | (629 | ) | 81 | |||||
| Total costs and expenses | 884,518 | 149,056 | ||||||
| Operating loss | (884,518 | ) | (149,056 | ) | ||||
| Other income: | ||||||||
| Interest income | 8,591 | 5,727 | ||||||
| Loss before provision for income taxes | (875,927 | ) | (143,329 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | $ | (875,927 | ) | $ | (143,329 | ) | ||
| Basic and diluted net (loss) per weighted average share of common stock outstanding | $ | (0.03 | ) | $ | (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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Condensed Consolidated Statements of Operations
Nine Months Ended September 30, | ||||||||
| 2017 | 2016 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Total revenues | $ | — | $ | — | ||||
| Costs and expenses: | ||||||||
| General and administrative expenses | 374,670 | 385,266 | ||||||
| Real estate expenses | 226,886 | 103,699 | ||||||
| Impairment of real estate inventory | 700,000 | — | ||||||
| Amortization of website | 5,000 | 5,000 | ||||||
| Equity in earnings in other venture | (1,057 | ) | (152 | ) | ||||
| Total costs and expenses | 1,305,499 | 493,813 | ||||||
| Operating loss | (1,305,499 | ) | (493,813 | ) | ||||
| Other income: | ||||||||
| Interest income | 22,703 | 14,227 | ||||||
| Loss before provision for income taxes | (1,282,796 | ) | (479,586 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | $ | (1,282,796 | ) | $ | (479,586 | ) | ||
| Basic and diluted net (loss) per weighted average share of common stock outstanding | $ | (0.05 | ) | $ | (0.02 | ) | ||
| 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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Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, | ||||||||
| 2017 | 2016 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (1,282,796 | ) | $ | (479,586 | ) | ||
| Adjustments to reconcile net (loss) to net cash used in operating activities: | ||||||||
| Impairment of real estate inventory | 700,000 | — | ||||||
| Amortization of website | 5,000 | 5,000 | ||||||
| Equity in earnings in other venture | (1,057 | ) | (152 | ) | ||||
| Changes in assets and liabilities: | ||||||||
| Increase in prepaid and other assets | (133,234 | ) | (14,183 | ) | ||||
| Increase in real estate inventory | (1,314,961 | ) | (1,838,078 | ) | ||||
| Increase in accrued expenses and other liabilities | 184,854 | 73,860 | ||||||
| Net cash used in operating activities | (1,842,194 | ) | (2,253,139 | ) | ||||
| Net decrease in cash and cash equivalents | (1,842,194 | ) | (2,253,139 | ) | ||||
| Cash and cash equivalents - beginning of period | 5,675,047 | 8,936,147 | ||||||
| Cash and cash equivalents - end of period | $ | 3,832,853 | $ | 6,683,008 | ||||
See accompanying notes to condensed consolidated financial statements.
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Notes to Condensed Consolidated Financial Statements (Unaudited)
| Note - 1 | Organization and Basis of Preparation |
The information presented as of September 30, 2017 and for the three and nine month periods 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 (“GAAP”) 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 Cadus 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 and nine month periods ended September 30, 2017 are 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. There were cash equivalents of $3,541,541 at September 30, 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 and nine month periods ended September 30, 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, prepaid expenses and other assets, and accrued expenses and other liabilities approximate fair value. The fair value of the Company’s investment in a privately held company is not readily available. The Company believes the fair value of this investment in a privately held company approximated its carrying value at September 30, 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 evaluated 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.
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CADUS CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Note - 5 | Real Estate Operations |
As of September 30, 2017, 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 $226,886 in real estate expenses for the nine months ended September 30, 2017, consisting of real estate taxes, insurance, legal expenses, utilities, maintenance and selling expenses with respect to properties owned, and $103,699 for the nine months ended September 30, 2016, consisting of real estate taxes, insurance, utilities, maintenance and selling expenses with respect to properties owned.
Real estate inventory is recorded at cost upon acquisition. 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 net realizable value and any subsequent write down is charged to operating expenses. For the three months ended September 30, 2017, the Company wrote down the value of two houses in Coconut Grove, Florida, one at 3506 Main Lodge Drive and the other at 3437 N. Moorings Way, by a total of $700,000 due to a change in market conditions in Coconut Grove, Florida. The Company did not have such a write down during the three months ended September 30, 2016.
| Note - 6 | Accrued Expenses |
Accrued expenses consist of the following:
| September 30, 2017 | December 31, 2016 | |||||||
| Real estate taxes | $ | 320,332 | $ | — | ||||
| Real estate inventory | 313,362 | 150,554 | ||||||
| Legal | 8,271 | 1,373 | ||||||
| Property expenses | 9,133 | — | ||||||
| Sundry | — | 955 | ||||||
| $ | 651,098 | $ | 152,882 | |||||
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CADUS CORPORATION
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Note - 7 | Recently Issued Accounting Standards |
| Recent accounting pronouncements issued by the Financial Accounting Standards Board did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
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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. In addition to its real estate activities, the Company may consider acquisitions or investments in other industries.
At September 30, 2017, the Company had an accumulated deficit of approximately $40.6 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 Months Ended September 30, 2017 and 2016.
Revenues
There were no revenues for the three months ended September 30, 2017 and for the three months ended September 30, 2016.
Costs and Expenses
General and administrative expenses increased to $103,927 for the three months ending September 30, 2017 from $101,396 for the same period in 2016. Professional fees increased by $3,063 due to filings with the SEC. There were additional net decreases of $532.
Real estate expenses for the three months ended September 30, 2017 were $79,553, including real estate taxes, insurance and selling expense totaling $44,067 on the completed renovated properties and $15,120 of legal expenses for litigation in connection with the fraudulent transfer of one of the Company’s properties. The balance of $20,366 is for maintenance and utilities of the properties owned. Real estate expenses for the three months ended September 30, 2016 were $45,912, including real estate taxes, insurance, and selling expenses of $33,911 on completed renovated properties and $12,001 for maintenance and utilities for the properties owned.
For the three months ended September 30, 2017 and 2016, the Company recognized equity in earnings of $629 and a loss of $81, respectively, in its investment in Laurel Partners Limited Partnership.
After acquisition, real estate inventory is analyzed quarterly for changes in net realizable value and any subsequent write down is charged to operating expenses. For the three months ended September 30, 2017, the Company wrote down the value of two houses in Coconut Grove, Florida, one at 3506 Main Lodge Drive and the other at 3437 N. Moorings Way, by a total of $700,000 due to a change in market conditions in Coconut Grove, Florida. The Company did not have such a write down during three months ended September 30, 2016.
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Interest Income
Interest income for the three months ended September 30, 2017 was $8,591 compared to interest income of $5,727 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 September 30, 2017 was $875,927 compared to a net loss of $143,329 for the same period in 2016. The increase in net loss is attributable to an increase in general and administrative expenses of $2,531, an increase in real estate expenses of $33,641, an impairment loss on real estate inventory of $700,000, offset by an increase of $710 in equity in earnings in other venture and an increase of $2,864 in interest income.
Nine Months Ended September 30, 2017 and 2016.
Revenues
There were no revenues for the nine months ended September 30, 2017 and for the nine months ended September 30, 2016.
Costs and Expenses
General and administrative expenses decreased to $374,670 for the nine months ended September 30, 2017 from $385,266 for the same period in 2016. Professional fees decreased by $3,027 due to the elimination of outside bookkeeping services. Storage and shredding decreased by $8,366 due to the Company no longer leasing storage space or shredding old files. There were additional increases of $797.
Real estate expenses for the nine months ended September 30, 2017 were $226,886, including real estate taxes, insurance, and selling expense totaling $131,079 on the completed renovated properties and $31,632 of legal expenses in connection with the fraudulent transfer of one of the Company’s properties. The balance of $64,175 is for maintenance and utilities for properties owned. Real estate expenses for the nine months ended September 30, 2016 were $103,699, including real estate taxes, insurance, and selling expenses of $66,100 on completed renovated properties. The balance of $37,599 is for maintenance and utilities for properties owned.
For the nine months ended September 30, 2017 and 2016, the Company recognized equity in earnings of $1,057 and $152, respectively, in its investment in Laurel Partners Limited Partnership.
After acquisition, real estate inventory is analyzed quarterly for changes net realizable value and any subsequent write down is charged to operating expenses. For the nine months ended September 30, 2017, the Company wrote down the value of two houses in Coconut Grove, Florida, one at 3506 Main Lodge Drive and the other at 3437 N. Moorings Way, by a total of $700,000 due to a change in market conditions in Coconut Grove, Florida. The Company did not have such a write down during the nine months ended September 30, 2016.
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Interest Income
Interest income for the nine months ended September 30, 2017 was $22,703, compared to interest income of $14,227 for the same period in 2016. This increase is attributable primarily to an increase in interest rates.
Net Loss
Net loss for the nine months ended September 30, 2017 was $1,282,796 compared to a net loss of $479,586 for the same period in 2016. The increase in net loss can be attributed to an increase in real estate expenses of $123,187, an impairment loss on real estate inventory of $700,000, offset by a decrease in general and administrative expenses of $10,596, an increase in interest income of $8,476 and an increase of $905 in equity in earnings in other venture.
Liquidity and Capital Resources
At September 30, 2017, the Company held cash and cash equivalents of $3.8 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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| 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 Valexis 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 with Franklin Mortgage Holdings, Inc. was placed on the Stillwater Property in the amount of $300,000.00. On March 27, 2017, MB 2013 LLC filed a quiet title action to set aside the transaction and to revert title back to MB 2013 LLC. Final summary judgment was entered on August 15, 2017 quieting title and holding that MB 2013 LLC was the legal and equitable owner of the subject property. Such judgment was recorded on August 26, 2017 in the Official Records Book in and for Miami-Dade County, Florida. In connection with the litigation, Franklin Mortgage Holdings, Inc. had filed a counterclaim against MB 2013 LLC for an equitable lien, which counterclaim was dismissed with prejudice on September 13, 2017. MB 2013 LLC paid the sum of $22,829.70 to Franklin Holdings Mortgage, Inc. as reimbursement for real property taxes and certain municipal liens paid by Franklin Holdings Mortgage, Inc. on behalf of MB 2013, LLC.
| 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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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: November 14, 2017 | By: | /s/ Hunter C. Gary |
| Hunter C. Gary | ||
| President and Chief Executive Officer | ||
| Dated: November 14, 2017 | By: | /s/ David Blitz |
| David Blitz | ||
| Treasurer and Secretary | ||
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The following exhibits are filed as part of this Quarterly Report on Form 10-Q:
| Exhibit No. | Description | |
| 31.1 | Certification 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 | |
| 31.2 | Certification 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 | |
| 32.1 | Certification 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 | |
| 32.2 | Certification 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.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
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