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 June 30, 2016

 

¨ 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, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12-b-2 of the Exchange Act). (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
   
Non-accelerated filer ¨ Smaller reporting company x
(Do not check if a smaller reporting company)  

 

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 July 31, 2016 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  
     
  Condensed Consolidated Balance Sheets – June 30, 2016 (Unaudited) and December 31, 2015   4
     
  Condensed Consolidated Statements of Operations - Three Months Ended June 30, 2016 and 2015 (Unaudited)   5
     
  Condensed Consolidated Statements of Operations - Six Months Ended June 30, 2016 and 2015 (Unaudited)   6
     
  Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2016 and 2015 (Unaudited)   7
     
  Notes to Condensed Consolidated Financial Statements (Unaudited)   8 -10
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   11-13
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk   13
     
Item 4. Controls and Procedures   13
     
PART II - OTHER INFORMATION    
     
Item 1. Legal Proceedings   13
     
Item 1A. Risk Factors   14
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   14
     
Item 3. Defaults Upon Senior Securities   14
     
Item 4. Mine Safety Disclosures   14
     
Item 5. Other Information   14
       
Item 6. Exhibits   14
     
SIGNATURES   15
     
EXHIBIT INDEX   16

 

  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, 2015. The forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof and the Company does not have or undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances unless otherwise required by law.

 

  3  

 

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

CADUS CORPORATION

Condensed Consolidated Balance Sheets

 

    June 30,
2016
    December 31,
2015
 
    (Unaudited)        
ASSETS                
Assets:                
Real estate inventory   $ 34,020,047     $ 32,716,718  
Cash and cash equivalents     7,447,471       8,936,147  
Interest receivable     1,519       542  
Prepaid and other assets     57,784       38,548  
Investment in other ventures     192,925       192,692  
Website, net     16,667       20,000  
Total assets   $ 41,736,413     $ 41,904,647  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Liabilities:                
Accrued expenses and other liabilities   $ 493,239     $ 325,216  
Total liabilities     493,239       325,216  
Commitments                
Stockholders’ equity:                
Common stock     264,297       264,297  
Additional paid-in capital     80,291,992       80,291,992  
Accumulated deficit     (39,013,040 )     (38,676,783 )
Treasury stock – at cost     (300,075 )     (300,075 )
Total stockholders’ equity     41,243,174       41,579,431  
Total liabilities and stockholders’ equity   $ 41,736,413     $ 41,904,647  

 

See accompanying notes to condensed consolidated financial statements.

 

  4  

 

 

CADUS CORPORATION

Condensed Consolidated Statements of Operations

 

    Three Months Ended
June 30,
 
    2016     2015  
    (Unaudited)     (Unaudited)  
Total revenues   $     $  
Costs and expenses:                
General and administrative expenses     94,661       116,825  
Real estate expenses     40,048       16,106  
Amortization of website     1,666        
(Gain) loss from equity in other ventures     (163 )     315  
Total costs and expenses     136,212       133,246  
Operating loss     (136,212 )     (133,246 )
Other income:                
Interest income     4,601       668  
Loss before provision for income taxes     (131,611 )     (132,578 )
Provision for income taxes            
Net loss   $ (131,611 )   $ (132,578 )
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.

 

  5  

 

 

CADUS CORPORATION

Condensed Consolidated Statements of Operations

 

    Six Months Ended
June 30,
 
    2016     2015  
    (Unaudited)     (Unaudited)  
Total revenues   $     $  
Costs and expenses:                
General and administrative expenses     283,870       324,905  
Real estate expenses     57,787       31,695  
Amortization of website     3,333        
(Gain) loss from equity in other ventures     (233 )     439  
Total costs and expenses     344,757       357,039  
Operating loss     (344,757 )     (357,039 )
Other income:                
Interest income     8,500       948  
Loss before provision for income taxes     (336,257 )     (356,091 )
Provision for income taxes            
Net loss   $ (336,257 )   $ (356,091 )
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.

 

  6  

 

 

CADUS CORPORATION

Condensed Consolidated Statements of Cash Flows

 

    Six Months Ended
June 30,
 
    2016     2015  
    (Unaudited)     (Unaudited)  
             
Cash flows from operating activities:                
Net loss   $ (336,257 )   $ (356,091 )
Adjustments to reconcile net (loss) to net cash (used in) operating activities:                
Amortization of website     3,333        
(Gain) loss from equity in other ventures     (233 )     439  
Changes in assets and liabilities:                
Increase in prepaid and other assets     (20,213 )     (55,501 )
Increase in real estate inventory     (1,303,329 )     (981,090 )
Increase in accrued expenses and other liabilities     168,023       93,022  
Net cash used in operating activities     (1,488,676 )     (1,299,221 )
Net decrease in cash and cash equivalents     (1,488,676 )     (1,299,221 )
Cash and cash equivalents - beginning of period     8,936,147       11,877,951  
Cash and cash equivalents - end of period   $ 7,447,471     $ 10,578,730  

 

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 June 30, 2016 and for the three and six 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, 2015 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, 2015.

 

The consolidated 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 six month periods ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016.

 

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 $7,209,112 at June 30, 2016 and there were cash equivalents of $8,701,601 at December 31, 2015.

 

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 six month periods ended June 30, 2016 and 2015.

 

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 Company believes the fair value of this investment in a privately held company approximated its carrying value at June 30, 2016 and December 31, 2015.

 

  8  

 

 

CADUS CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

  

Note - 5 Real Estate Operations

 

In connection with the Company’s program to purchase residential properties for purposes of renovation or construction and resale, as of June 30, 2016, 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 $57,787 in real estate expenses for the six months ended June 30, 2016, and $31,695 for the six months ended June 30, 2015, consisting of utilities, maintenance, insurance, taxes 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 periodically 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 six months ended June 30, 2016 and 2015.

 

Note - 6 Accrued Expenses

 

Accrued expenses consist of the following:

 

    June 30, 2016     December 31, 2015  
Real estate taxes   $ 217,066     $  
Real estate costs     270,106       283,383  
Legal           17,035  
Accounting           6,065  
Property expenses     6,067       16,853  
Stockholder relations           1,250  
Sundry           630  
    $ 493,239     $ 325,216  

 

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.

 

  9  

 

 

CADUS CORPORATION

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Note - 8 Subsequent Events

 

The Company has evaluated the impact of events occurring after June 30, 2016 up to the date of issuance of these consolidated interim financial statements for adjustment or disclosure.

 

  10  

 

 

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 one home (located at 3437 N. Moorings Way, Coconut Grove, FL) which has been listed for resale and is near completion of the renovation of a second home (located at 3506 Main Lodge Road, Coconut Grove, FL) which has already been listed for resale. In addition, the following six vacant lots are currently listed for sale:

 

· 18970 N. Bay Road, Sunny Isles Beach, FL 33160
· 1420 Biscaya Drive, Surfside, FL 33154
· 1211 Stillwater Drive, Miami Beach, FL 33141
· 700 88th Street, Surfside, FL 33154
· 11400 N. Bayshore Drive, North Miami, FL 33181
· 11404 N. Bayshore Drive, North Miami, FL 33181

 

The Company has started construction of a new home on its vacant lot located at 2535 Shelter Avenue, Miami Beach, FL 33140 and has listed this property for sale while under construction. The Company has obtained a permit for construction of a new home at 700 88th Street, Surfside, FL 33154 and is also in the process of obtaining permits for the construction of a new home on each of two additional lots (located at 2555 Shelter Avenue, Miami Beach, FL 33140 and 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 June 30, 2016, the Company had an accumulated deficit of approximately $39.0 million. The Company’s losses have resulted principally from costs incurred in connection with its prior biomedical 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. 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 June 30, 2016 and 2015.

 

Revenues

 

There were no revenues for the three months ended June 30, 2016 and for the three months ended June 30, 2015.

 

Costs and Expenses

 

General and administrative expenses decreased to $94,661 for the three months ended June 30, 2016 from $116,825 for the same period in 2015. Professional and consulting fees decreased by $10,869. Rent decreased by $3,150 due to the Company no longer leasing storage space. Patent costs decreased by $3,571 due to the Company no longer maintaining its drug discovery technologies. There were other net decreases totaling $4,574.

 

  11  

 

 

Results of Operations (Continued)

 

Real estate expenses for the three months ended June 30, 2016 were $40,048 consisting of maintenance and utilities for properties owned. Real estate expenses for the three months ended June 30, 2015 were $16,106. The expenses for the three months ended June 30, 2016 include real estate taxes and insurance on the completely renovated property.

 

For the three months ended June 30, 2016 and 2015, the Company recognized a gain of $163 and a loss of $315, respectively, in its investment in Laurel Partners Limited Partnership.

 

Interest Income

 

Interest income for the three months ended June 30, 2016 was $4,601 compared to interest income of $668 for the same period in 2015. This increase is attributable primarily to an increase in interest rates.

 

Net (Loss)

 

Net loss for the three months ended June 30, 2016 was $131,611 compared to net loss of $132,578 for the same period in 2015. The decrease in the net loss can be principally attributed to a decrease in general and administrative expenses of $22,164, an increase in interest income of $3,933, and an increase in gain from equity in other ventures of $478, offset by an increase in real estate expenses of $23,942 and a $1,666 increase in amortization of website.

 

Six Months Ended June 30, 2016 and 2015.

 

Revenues

 

There were no revenues for the six months ended June 30, 2016 and for the six months ended June 30, 2015.

 

Costs and Expenses

 

General and administrative expenses decreased to $283,870 for the six months ended June 30, 2016 from $324,905 for the same period in 2015. License fees and patent costs decreased by $28,772 due to the Company no longer maintaining its drug discovery technologies. Professional and consulting fees decreased by $15,215. Rent decreased by $4,200 due to the Company no longer leasing storage space. In connection with closing of the storage facility, the Company paid $6,266 for shredding and transferring records. There were other net increases of $886.

 

Real estate expenses for the six months ended June 30, 2016 were $57,787 consisting of maintenance and utilities for properties owned. Real estate expenses for the six months ended June 30, 2015 were $31,695. The expenses for the six months ended June 30, 2016 include real estate taxes and insurance on the completely renovated property.

 

For the six months ended June 30, 2016 and 2015, the Company recognized a gain of $233 and a loss of $439 respectively, in its investment in Laurel Partners Limited Partnership.

 

Interest Income

 

Interest income for the six months ended June 30, 2016 was $8,500 compared to interest income of $948 for the same period in 2015. This increase is attributable primarily to an increase in interest rates.

 

  12  

 

 

Results of Operations (Continued)

 

Net (Loss)

 

Net (loss) for the six months ended June 30, 2016 was $336,257 compared to net loss of $356,091 for the same period in 2015. The decrease in the net loss can be attributed to a decrease in general and administrative expenses of $41,035, an increase in interest income of $7,552, and an increase in gain from equity in other ventures of $672, offset by an increase in real estate expenses of $26,092 and a $3,333 increase in amortization of website.

 

Liquidity and Capital Resources

 

At June 30, 2016, the Company held cash and cash equivalents of $7.4 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, we are considered a smaller reporting company and are 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.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings .

 

None.

 

  13  

 

 

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, 2015 as filed with the Securities and Exchange Commission on March 30, 2016.

 

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.

 

  14  

 

 

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:  August 15, 2016   By: /s/ Hunter C. Gary
    Hunter C. Gary
    President and Chief Executive Officer
   
   
Dated:  August 15, 2016   By: /s/ David Blitz
    David Blitz
    Treasurer and Secretary

 

  15  

 

 

EXHIBIT INDEX

 

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

 

  16