10-Q 1 c26148_10q.txt 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, 2002 ------------------- |_| 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 PHARMACEUTICAL CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified on its Charter) Delaware 13-3660391 -------------------------------- ------------------- (State of Other Jurisdiction of (I.R.S. Employer Incorporation or 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 ------- --------- The number of shares of registrant's common stock, $0.01 par value, outstanding as of October 31, 2002 was 13,144,040. CADUS PHARMACEUTICAL CORPORATION INDEX
Page No. -------- SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS 4 PART I - CONDENSED CONSOLIDATED FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets - September 30, 2002 (unaudited) and December 31, 2001 (audited) 5 Condensed Consolidated Statements of Income - Three Months Ended September 30, 2002 and 2001 (unaudited) 6 Condensed Consolidated Statements of Income - Nine Months Ended September 30, 2002 and 2001 (unaudited) 7 Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2002 and 2001 (unaudited) 8 Notes to Condensed Consolidated Financial Statements (unaudited) 9 - 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 - 14 Item 3. Quantitative and Qualitative Disclosures About Market Risk 14 Item 4. Controls and Procedures 14 PART II - OTHER INFORMATION Item 1. Legal Proceedings 14 Item 2. Changes in Securities and Use of Proceeds 14 Item 3. Defaults Upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16
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Page No. -------- CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 17 - 18 EXHIBIT INDEX 19
3 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 21E of the Securities Exchange Act of 1934, as amended. 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 realize value from its assets, the Company's ability to license its technologies to third parties, the Company's future acquisition and in-licensing of technologies, 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 prospectus dated July 17, 1996. 4 ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CADUS PHARMACEUTICAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS SEPTEMBER 30, DECEMBER 31, 2002 2001 ------------ ------------ (Unaudited) (Audited) Current assets Cash and cash equivalents $ 23,894,757 $ 24,469,357 License fee receivable -- 500,000 Prepaid and other current assets 150,598 75,000 Investment in marketable securities 679,827 -- ------------ ------------ Total current assets 24,725,182 25,044,357 Investment in other ventures 164,322 165,614 Other assets, net 929,942 990,622 ------------ ------------ Total assets $ 25,819,446 $ 26,200,593 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accrued expenses and other current liabilities $ 156,428 $ 95,032 Arbitration settlement -- 750,000 Deferred gain on marketable securities 158,135 -- ------------ ------------ Total current liabilities 314,563 845,032 ------------ ------------ Stockholders' equity Common stock 132,857 132,857 Additional paid-in capital 59,844,355 59,844,355 Accumulated deficit (33,870,757) (34,321,576) Other comprehensive income (301,497) -- Treasury stock (300,075) (300,075) ------------ ------------ Total stockholders' equity 25,504,883 25,355,561 ------------ ------------ Total liabilities and stockholders' equity $ 25,819,446 $ 26,200,593 ============ ============
See accompanying notes to condensed consolidated financial statements 5 CADUS PHARMACEUTICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended September 30, 2002 2001 ------------ ------------ (Unaudited) (Unaudited) License and maintenance fees $ -- $ -- ------------ ------------ Total revenues -- -- ------------ ------------ Costs and expenses: General and administrative expenses 191,536 163,639 Loss (gain) from equity in other ventures 2,699 (1,826) ------------ ------------ Total costs and expenses 194,235 161,813 ------------ ------------ Operating loss (194,235) (161,813) ------------ ------------ Other income: Interest income 81,816 185,346 Realized gain on marketable securities 823,189 -- ------------ ------------ Total other income 905,005 185,346 ------------ ------------ Income before income taxes 710,770 23,533 Income taxes -- -- ------------ ------------ Net income $ 710,770 $ 23,533 ============ ============ Basic and diluted income per weighted average share of common stock outstanding $ 0.05 $ 0.00 ============ ============ Weighted average shares of common stock outstanding - basic and diluted 13,144,040 13,144,040 ============ ============
See accompanying notes to condensed consolidated financial statements 6 CADUS PHARMACEUTICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Nine Months Ended September 30, 2002 2001 ------------ ------------ (Unaudited) (Unaudited) License and maintenance fees $ 100,000 $ 100,000 ------------ ------------ Total revenues 100,000 100,000 ------------ ------------ Costs and expenses: General and administrative expenses 733,081 812,547 Loss (gain) from equity in other ventures 1,292 (3,805) ------------ ------------ Total costs and expenses 734,373 808,742 ------------ ------------ Operating loss (634,373) (708,742) ------------ ------------ Other income: Interest income 262,003 714,840 Net reimbursement of SIBIA litigation costs -- 125,616 Realized gain on marketable securities 823,189 -- ------------ ------------ Total other income 1,085,192 840,456 ------------ ------------ Income before income taxes 450,819 131,714 Income taxes -- -- ------------ ------------ Net income $ 450,819 $ 131,714 ============ ============ Basic and diluted income per weighted average share of common stock outstanding $ 0.03 $ 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 7 CADUS PHARMACEUTICAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2002 2001 ------------ ------------ (Unaudited) (Unaudited) Cash flows from operating activities: Net income $ 450,819 $ 131,714 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Amortization of patent costs 60,680 60,679 Realized gain on marketable securities (823,189) -- Loss (gain) from equity in other ventures 1,292 (3,805) Changes in assets and liabilities: Decrease in license fee receivable 500,000 -- Increase in prepaid and other current assets (75,598) (34,472) (Decrease) increase in accrued expenses and other current liabilities (688,604) 115,652 ------------ ------------ Net cash (used in) provided by operating activities (574,600) 269,768 ------------ ------------ Net (decrease) increase in cash and cash equivalents (574,600) 269,768 Cash and cash equivalents - beginning of period 24,469,357 24,383,352 ------------ ------------ Cash and cash equivalents - end of period $ 23,894,757 $ 24,653,120 ============ ============
See accompanying notes to condensed consolidated financial statements 8 CADUS PHARMACEUTICAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note - 1 ORGANIZATION AND BASIS OF PREPARATION The information presented as of September 30, 2002 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 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, 2001 balance sheet was derived from audited 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, 2001. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Cadus Technologies, Inc., organized in December 2001. All inter-company balances and transactions have been eliminated in consolidation. The results of operations for the nine month period ended September 30, 2002 are not necessarily indicative of the results to be expected for the year ending December 31, 2002. Note - 2 NET INCOME PER COMMON SHARE For the three and nine month periods ended September 30, 2002 and 2001 basic net income per share is computed by dividing the net income by the weighted average number of common shares outstanding. Diluted net income per share is the same as basic net income per share since the inclusion of 609,309 shares of potential common stock equivalents (stock options and warrants) in the computation at September 30, 2002 would be anti-dilutive. 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 income as the Company has no further involvement with the development of the product. The Company received payment in January 2002. The Company will receive an additional licensing fee of $1,000,000 if the licensee achieves a research milestone. The licensee is entitled to use the technologies for five years from the date of the agreement if it makes such $1,000,000 payment. If the $1,000,000 payment is not made by February 2003, the Company has the 9 CADUS PHARMACEUTICAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS right to terminate 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 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. OSI is also obligated to pay an annual maintenance fee of $100,000 until the earlier of 2010 or the termination of the license and a supplemental license fee of $250,000 which was paid in December 2000, after the lifting of the injunction obtained by SIBIA Neurosciences, Inc. ("SIBIA"), and recorded as license fee revenue. OSI may terminate the license at any time on 30 days prior written notice. During each of the nine month periods ended September 30, 2002 and 2001, Cadus recognized $100,000 of license revenue related to this agreement. Note - 4 ARBITRATION AWARD In March 2002, the arbitrator in the arbitration proceeding commenced against Cadus by Philip N. Sussman, the former Senior Vice President, Finance and Corporate Development, and Chief Financial Officer of Cadus, ruled in favor of Mr. Sussman and awarded him approximately $750,000 in severance pay, interest and attorneys and other costs and fees. A charge of $750,000 was recorded in the consolidated statement of income for the year ended December 31, 2001. The payment to Mr. Sussman was made during the quarter ended June 30, 2002. Note - 5 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. ("Sequenom") whose shares of common stock are publicly traded on the Nasdaq National Market. Pursuant to the merger, the Company received 441,446 common shares of Sequenom 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 are held in escrow (the "Escrow Shares") for a one-year period. The Escrow Shares are held to secure rights to indemnification, compensation and reimbursement of Sequenom and other indemnities as defined in the merger agreement. Upon closing of the transaction, the Company recorded a realized gain of $823,189 related to the 338,761 common shares received in the condensed consolidated statement of income 10 CADUS PHARMACEUTICAL CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS for the three months ended September 30, 2002. The remaining value of the Escrow Shares received was recorded as a deferred gain on marketable securities in the accompanying condensed 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 to be available for sale and reports its investment at fair value with net unrealized gains or losses reported within shareholders' equity. The Company's unrealized loss of $301,497 on shares received is reflected in other comprehensive income as of September 30, 2002. The Company's unrealized loss of $91,390 for escrow shares is reflected as an offset to the deferred gain on marketable securities as of September 30, 2002. Note - 6 ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"), addresses the method of identifying and measuring goodwill and other intangible assets, eliminates further amortization of goodwill and intangible assets that have indefinite useful lives, and requires periodic evaluations of impairment of goodwill balances and intangible assets. SFAS 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Live Assets to be Disposed Of." SFAS 142 is effective for fiscal years beginning after December 15, 2001. There was no impact on the Company financial statements from the adoption of this statement on January 1, 2002. Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and is effective for financial statements issued for fiscal years beginning after December 15, 2001. There was no impact on the Company financial statements from the adoption of this statement on January 1, 2002. 11 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. The Company has incurred operating losses in each year since its inception. At September 30, 2002, the Company had an accumulated deficit of approximately $34.0 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 SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001 REVENUES There were no revenues for the three months ended September 30, 2002 and 2001. COSTS AND EXPENSES General and administrative expenses were $191,536 for the three months ended September 30, 2002 compared to $163,639 for the same period in 2001. The increase is primarily attributable to an increase in patent costs and professional fees. For the three months ended September 30, 2002, the Company recognized a loss of $2,699 in Laurel Partners Limited Partnership ("Laurel"), compared to income for the same period in 2001 of $1,826. OTHER INCOME Interest income for the three months ended September 30, 2002 was $81,816 compared to interest income of $185,346 for the same period in 2001. This decrease is attributable primarily to lower interest rates earned on invested funds. On August 30, 2002, the Company's equity interest in Axiom Biotechnologies, Inc. ("Axiom") was converted into 441,446 shares of Sequenom, Inc. ("Sequenom") pursuant to the merger of Axiom and Sequenom. Upon closing of the transaction, the Company recorded a realized gain of $823,189 related to the 338,761 common shares received in the condensed consolidated statement of income for the three months ended September 30, 2002. The remaining value of the 102,685 shares held in escrow was recorded as a deferred gain on marketable securities in the accompanying condensed consolidated balance sheet. 12 NET INCOME Net income for the three months ended September 30, 2002 was $710,770 compared to the net income of $23,533 for the same period in 2001. This increase in net income can be attributed primarily to the realized gain on marketable securities offset by a decrease in interest income. RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001 REVENUES Revenues for the nine months ended September 30, 2002 and for the nine months ended September 30, 2001 were $100,000 which is the annual maintenance fee from OSI. COSTS AND EXPENSES General and administrative expenses were $733,081 for the nine months ended September 30, 2002 compared to $812,547 for the same period in 2001. The decrease is attributable primarily to a decrease in insurance, professional fees and shareholder relations offset by increases in patent costs and directors fees. For the nine months ended September 30, 2002, the Company recognized a loss of $1,292 in its investment in Laurel compared to income for the same period in 2001 of $3,805. OTHER INCOME Interest income for the nine months ended September 30, 2002 was $262,003 compared to interest income of $714,840 for the same period in 2001. This decrease is attributable primarily to lower interest rates earned on invested funds. On August 30, 2002, the Company's equity interest in Axiom was converted into 441,446 shares of Sequenom pursuant to the merger of Axiom and Sequenom. Upon closing of the transaction, the Company recorded a realized gain of $823,189 related to the 338,761 common shares received in the condensed consolidated statement of income for the nine months ended September 30, 2002. The remaining value of the 102,685 shares held in escrow was recorded as a deferred gain on marketable securities in the accompanying condensed consolidated balance sheet. Pursuant to a court order, the Company received in February 2001 a $155,402 reimbursement of SIBIA litigation costs offset by legal costs incurred of $29,786. NET INCOME Net income for the nine months ended September 30, 2002 was $450,819 compared to net income of $131,714 for the same period in 2001. This increase can be attributed primarily to a realized gain on marketable securities offset by the decrease in interest income and the receipt, only in 2001, of the net reimbursement of SIBIA litigation costs. 13 LIQUIDITY AND CAPITAL RESOURCES At September 30, 2002 the Company held cash and cash equivalents of $23.9 million. The Company's working capital at September 30, 2002 was $24.4 million. The Company believes that its existing capital resources, together with interest income, will be sufficient to support its operations through the end of 2003. 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 technologies or products or to acquire or invest in companies 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 within 90 days of the date of filing this report on Form 10-Q, the Company's President and Chief Executive Officer, who also performs functions similar to those of a principal financial officer, concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15(d)-14(c) 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. PART II - OTHER INFORMATION Item 1. Legal Proceedings Nothing to report. Item 2. Changes in Securities and Use of Proceeds Nothing to report. Item 3. Defaults Upon Senior Securities Nothing to report 14 Item 4. Submission of Matters to a Vote of Security Holders Nothing to report Item 5. Other Information Nothing to report Item 6. Exhibits and Reports on Form 8-K. (a) The Exhibit listed in the Exhibit Index is included in this report. (b) Reports on Form 8-K. None 15 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 PHARMACEUTICAL CORPORATION (REGISTRANT) Date: November 14, 2002 By: /s/ Russell D. Glass ------------------------------------ Russell D. Glass President and Chief Executive Officer (Authorized Officer and Principal Financial Officer) 16 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Russell D. Glass, President and Chief Executive Officer of Cadus Pharmaceutical Corporation, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Cadus Pharmaceutical Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report. 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedure as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and 17 b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 14, 2002 /s/ Russell D. Glass ---------------------------------------------- Russell D. Glass President and Chief Executive Officer (Chief Executive Officer and Chief Financial Officer) 18 EXHIBIT INDEX The following exhibit is filed as part of this Quarterly Report on Form 10-Q: Exhibit No. Description ----------- ----------- 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 19