Attached files
| file | filename |
|---|---|
| EX-23.1 - New York REIT Liquidating LLC | v210808_ex23-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
to
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 1, 2010
American
Realty Capital New York Recovery REIT, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Maryland
|
333-163069
|
27-1065431
|
||
|
(State
or other jurisdiction
of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
405
Park Avenue
New
York, New York 10022
|
|
(Address,
including zip code, of Principal Executive Offices)
Registrant's
telephone number, including area code: (212)
415-6500
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01. Completion of Acquisition or Disposition of Assets
We
previously filed a Current Report on Form 8-K on December 7, 2010 (the “Form
8-K”) reporting our acquisition of a portfolio of five retail condominiums
located on Bleecker Street in Manhattan, New York (the “Bleecker Street
Portfolio”). We hereby amend the Form 8-K to provide the
financial information related to our acquisitions required by Item
9.01.
In
evaluating the Bleecker Street Portfolio as a potential acquisition and
determining the appropriate amount of consideration to be paid for the Bleecker
Street Portfolio, we have considered a variety of factors, including the
location of the Bleecker Street Portfolio, demographics, quality of tenants,
duration of in-place leases, strong occupancy and the fact that the overall
rental rates are comparable to market rates.
We
believe that the Bleecker Street Portfolio is well located, has acceptable
roadway access and is well maintained. The Bleecker Street Portfolio is subject
to competition from similar properties within their respective market areas, and
the economic performance of one or more of the condominiums that comprises the
Bleecker Street Portfolio could be affected by changes in local economic
conditions. We did not consider any other factors material or relevant to the
decision to acquire the Bleecker Street Portfolio.
Item
9.01. Financial Statements and Exhibits.
(a) Financial
statements of businesses acquired.
|
Bleecker
Street Portfolio Historical Summary:
|
Page
|
|||
|
Report
of Independent Registered Public Accounting Firm
|
1
|
|
||
|
Statements
of Revenues and Certain Expenses for the year ended December 31, 2009 and
for the Nine months ended September 30, 2010
|
2
|
|||
|
Notes
to Statement of Revenues and Certain Expenses
|
3
|
(b) Pro
forma financial information.
American
Realty Capital New York Recovery REIT, Inc.
|
Unaudited
Pro Forma Information:
|
||||
|
Pro
Forma Consolidated Balance Sheet as of September 30, 2010 (unaudited)
|
4
|
|||
|
Notes
to Unaudited Pro Forma Balance Sheet
|
5
|
|||
|
Pro
Forma Consolidated Statements of Operations for the Year Ended December
31, 2009 (unaudited) and for the Nine Months Ended September 30, 2010
(unaudited)
|
6
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|||
|
Notes
to Unaudited Consolidated Statements of Operations
|
8
|
|||
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
23.1
|
Consent
of Grant Thornton LLP
|
Report
of Independent Registered Public Accounting Firm
Shareholders’
American Realty Capital New York Recovery REIT, Inc.
We have
audited the accompanying statement of revenues and certain expenses (the
“Historical Summary”) of the Bleecker Street condominium properties (the
“Properties”) for the year ended December 31, 2009. This Historical Summary is
the responsibility of American Realty Capital New York Recovery REIT’s
management. Our responsibility is to express an opinion on the Historical
Summary based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
Historical Summary is free of material misstatement. An audit includes
consideration of internal control as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Properties’ internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the Historical Summary, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of
the Historical Summary. We believe that our audit provides a reasonable basis
for our opinion.
The
accompanying Historical Summary was prepared for the purpose of complying with
the rules and regulations of the U.S. Securities and Exchange Commission and for
inclusion in a Form 8-K, of American Realty Capital New York Recovery REIT,
Inc., as described in Note 1 to the Historical Summary and is not intended to be
a complete presentation of the Properties’ revenues and expenses.
In our
opinion, the Historical Summary referred to above presents fairly, in all
material respects, the revenues and certain expenses as described in Note 1, to
the Historical Summary of the Properties for the year ended December 31, 2009,
in conformity with accounting principles generally accepted in the United States
of America.
GRANT
THORNTON LLP
Philadelphia,
Pennsylvania
February
9, 2011
1
STATEMENTS
OF REVENUES AND CERTAIN EXPENSES
|
For
the
Nine
Months Ended
September 30,
2010
|
For
the
Year
Ended
December
31,
2009
|
|||||||
|
(Unaudited)
|
||||||||
|
Revenues:
|
||||||||
|
Property
rental
|
$
|
837,869
|
$
|
926,717
|
||||
|
Tax
reimbursement
|
33,068
|
44,791
|
||||||
|
Total
revenues
|
870,937
|
971,508
|
||||||
|
Certain
expenses:
|
||||||||
|
Real
estate taxes
|
47,847
|
54,995
|
||||||
|
Common
area maintenance
|
22,989
|
26,417
|
||||||
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Total
expenses
|
70,836
|
81,412
|
||||||
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Revenue
in excess of certain expenses
|
$
|
800,101
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$
|
890,096
|
||||
The accompanying notes are an
integral part of these Statements of Revenues and Certain
Expenses.
2
Bleecker
Street Condominium Properties
NOTES
TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES
(References to amounts for the nine months ended September 30,
2010 ar unaudited)
|
1.
|
Background
and Basis of Presentation
|
In
accordance with the terms of the leases, the tenant is required to pay for
maintenance, repairs, utilities and insurance and for their leased space. In
addition the leases require that the tenants pay a share of the real estate
taxes on the properties. The Company pays common area maintenance
fees as well as real estate taxes.
The
accompanying Statements of Revenues and Certain Expenses (“Historical Summary”)
has been prepared for the purpose of complying with the provisions of Rule 3-14
of Regulation S-X promulgated by the U.S. Securities and Exchange Commission
(the “SEC”), which requires that certain information with respect to real estate
operations be included with certain SEC filings. An
audited statement of revenues and certain operating expenses is being presented
for the most recent fiscal year available instead of the three most recent years
based on the following factors: (a) the Properties were acquired
from an unaffiliated party and (b) based on due diligence of the Properties
by the Company, management is not aware of any material factors relating to the
Properties that would cause this financial information not to be indicative of
future operating results.
|
2.
|
Summary
of Significant Accounting Policies
|
Revenue
Recognition
Under the
terms of the leases, the tenants pay monthly rent and certain leases provide for
reimbursement to the Property's owner for certain expenses. Reimbursements from
the tenant are recognized as revenue in the period the applicable expenses are
incurred. Rental revenues include the effect of amortizing the aggregate minimum
lease payments over the term of the lease, which amounted to an increase to
rental income of approximately $46,000 over the rent payments received in cash
for the year ended December 31, 2009 and approximately $176,000 over the rent
payments received in cash for the nine months ended September 30,
2010.
Use
of Estimates
The
preparation of the Historical Summary in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions of the reported amounts of revenues and certain
expenses during the reporting period. Actual results could differ from those
estimates used in the preparation of the Historical Summary.
|
3.
|
Future
Minimum Lease Payments
|
At
September 30, 2010, the property was 100% leased to tenants under non-cancelable
operating leases with remaining lease terms of 6 to 10 years. Future minimum
lease payments are as follows:
|
October
1, 2010 to December 31, 2010
|
$
|
333,744
|
||
|
2011
|
2,259,852
|
|||
|
2012
|
2,327,648
|
|||
|
2013
|
2,397,478
|
|||
|
2014
|
2,466,943
|
|||
|
2015
and thereafter
|
14,181,284
|
|||
|
Total
|
$
|
23,966,949
|
|
4.
|
Subsequent
Events
|
The
Company has evaluated subsequent events through February 9, 2011, the date
which these financial statements have been issued and have determined that there
have not been any events that have occurred that would require adjustments to
our disclosures in the audited financial statements.
3
PRO
FORMA CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2010
The
following unaudited pro forma Consolidated Balance Sheet is presented as if
American Realty Capital New York Recovery REIT, Inc. (“the Company”) had
acquired 306 East 61st Street,
New York, NY and the Bleecker Street Condominium Properties as of September 30,
2010. This financial statement should be read in conjunction with the unaudited
pro forma Consolidated Statement of Operations and the Company’s historical
financial statements and notes thereto in the Company’s September 30, 2010 Form
10-Q. The pro forma Consolidated Balance Sheets are unaudited and are not
necessarily indicative of what the actual financial position would have been had
the Company acquired the properties as of September 30, 2010, nor does it
purport to present the future financial position of the Company.
|
American
Realty Capital New York Recovery REIT, Inc. (1)
|
Bleecker
Street Condominium Properties (2)(3)
|
Pro
Forma American Realty Capital New York Recovery REIT, Inc.
|
||||||||||
|
Assets
|
||||||||||||
|
Real
estate investments, at cost:
|
||||||||||||
|
Land
|
$ | 11,243,000 | $ | - | $ | 11,243,000 | ||||||
|
Buildings,
fixtures and improvements
|
20,674,829 | 31,166,739 | 51,841,568 | |||||||||
|
Acquired
intangible lease assets
|
1,426,310 | 3,610,286 | 5,036,596 | |||||||||
|
Total
real estate investments, at cost
|
33,344,139 | 34,777,025 | 68,121,164 | |||||||||
|
Less:
accumulated depreciation and amortization
|
(284,187 | ) | - | (284,187 | ) | |||||||
|
Total
real estate investments, net
|
33,059,952 | 34,777,025 | 67,836,977 | |||||||||
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Cash
and cash equivalents
|
531,027 | - | 531,027 | |||||||||
|
Restricted
cash
|
907,976 | 12,770 | 920,746 | |||||||||
|
Prepaid
expenses and other assets
|
376,149 | - | 376,149 | |||||||||
|
Deferred
financing costs, net
|
- | 1,048,557 | 1,048,557 | |||||||||
|
Total
assets
|
$ | 34,875,104 | $ | 35,838,351 | $ | 70,713,455 | ||||||
|
Liabilities
and Equity
|
||||||||||||
|
Short-term
bridge funds
|
$ | 5,933,333 | $ | - | $ | 5,933,333 | ||||||
|
Mortgage
notes payable
|
14,154,796 | 21,300,000 | 35,454,796 | |||||||||
|
Below
market lease liability
|
554,366 | 777,025 | 1,331,391 | |||||||||
|
Due
to affiliates
|
141,001 | 621,204 | 762,205 | |||||||||
|
Accounts
payable and accrued expenses
|
3,031,199 | - | 3,031,199 | |||||||||
|
Deferred
rent and other liabilities
|
154,024 | 300,122 | 454,146 | |||||||||
|
Distributions
payable
|
112,437 | - | 112,437 | |||||||||
|
Total
liabilities
|
24,081,156 | 22,998,351 | 47,079,507 | |||||||||
|
Preferred
stock
|
- | - | - | |||||||||
|
Convertible
preferred stock
|
19,664 | - | 19,664 | |||||||||
|
Common
stock
|
290 | - | 290 | |||||||||
|
Additional
paid in capital
|
11,376,895 | - | 11,376,895 | |||||||||
|
Accumulated
deficit
|
(602,901 | ) | - | (602,901 | ) | |||||||
|
Total
American Realty Capital New York Recovery REIT, Inc.
equity
|
10,793,948 | - | 10,793,948 | |||||||||
|
Noncontrolling
interests
|
- | 12,840,000 | 12,840,000 | |||||||||
|
Total
equity
|
10,793,948 | 12,840,000 | 23,633,948 | |||||||||
|
Total
liabilities and equity
|
$ | 34,875,104 | $ | 35,838,351 | $ | 70,713,455 | ||||||
4
NOTES
TO PRO FORMA CONSOLIDATED BALANCE SHEETS
|
(1)
|
Reflects
the Company’s historical Balance Sheet as of September 30, 2010 as
previously filed.
|
|
(2)
|
Reflects
the acquisition of The Bleecker Street Condominium Properties, New York,
NY. The consideration was $34,000,000, which was funded through a
combination of funds raised through the Common stock, a first mortgage
note and proceeds from a joint venture
arrangement.
|
|
(3)
|
Upon
the acquisition of real properties, it is the Company’s policy to allocate
the purchase price of properties to acquired tangible assets, consisting
of land, building, fixtures and improvements, and identified intangible
lease assets and liabilities, consisting of the value of above-market and
below-market leases, as applicable, other value of in-place leases and
value of tenant relationships, based in each case on their fair values.
The Company utilizes independent appraisals and information management
obtained on each property as a result of pre-acquisition due diligence, as
well as subsequent marketing and leasing activities, as applicable, to
determine the fair values of the tangible assets of an acquired property
(which includes land and building), amongst other market
data.
|
The fair
values of above-market and below-market in-place lease values are recorded based
on the present value (using an interest rate which reflects the risks associated
with the leases acquired) of the difference between (a) the contractual amounts
to be paid pursuant to the in-place leases and (b) an estimate of fair market
lease rates for the corresponding in-place leases, which is generally obtained
from independent appraisals, measured over a period equal to the remaining
non-cancelable term of the lease. The capitalized above-market lease intangibles
are amortized as a decrease to rental income over the remaining term of the
lease. The
capitalized below-market lease values are amortized as an increase to rental
income over the remaining term and any fixed rate renewal periods in the
respective leases. In determining the amortization period for below-market lease
intangibles, the Company initially will consider, and periodically evaluate on a
quarterly basis, the likelihood that a lessee will execute the renewal
option.
The fair
values of in-place leases include direct costs associated with obtaining a new
tenant, opportunity costs associated with lost rentals which are avoided by
acquiring an in-place lease, and tenant relationships. Direct costs associated
with obtaining a new tenant include commissions, tenant improvements, and other
direct costs and are estimated based on independent appraisals and management’s
consideration of current market costs to execute a similar lease. The
value of opportunity costs is calculated using the contractual amounts to be
paid pursuant to the in-place leases over a market absorption period for a
similar lease. Customer relationships are valued based on expected renewal of a
lease or the likelihood of obtaining a particular tenant for other locations.
These intangibles are included in intangible lease assets in the balance sheet
and amortized to depreciation and amortization, a component of operating
expense, over the remaining term of the lease.
The
determination of the fair values of the assets and liabilities acquired requires
the use of significant assumptions with regard to the current market rental
rates, rental growth rates, discount rates and other variables. The use of
inappropriate estimates would result in an incorrect assessment of the purchase
price allocations, which could impact the amount of the Company’s reported net
income. Initial purchase price allocations are subject to change until all
information is finalized, which is generally within one year of the acquisition
date.
5
PRO
FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009
AND THE NINE MONTHS ENDED SEPTEMBER 30, 2010
The
following unaudited pro forma Consolidated Statements of Operations for the year
ended December 31, 2009 and the nine months ended September 30, 2010 are
presented as if American Realty Capital New York Recovery REIT, Inc. (“the
Company”) had acquired 306 East 61st Street,
New York, NY and the Bleecker Street Condominium Properties as of the beginning
of each period presented. This financial statement should be read in conjunction
with the unaudited pro forma Consolidated Balance Sheet and the Company’s
historical financial statements and notes thereto included in the Company’s
September 30, 2010 Form 10-Q. The pro forma Consolidated Statements of
Operations are unaudited and are not necessarily indicative of what the actual
results of operations would have been had the Company acquired the property at
the beginning of each period presented, nor does it purport to present the
future results of operations of the Company.
Pro forma Consolidated Statements
of Operations for the year ended December 31, 2009:
|
American
Realty Capital New York Recovery REIT, Inc. (1)
|
306
E. 61st Street (2)
|
Pro
forma Adjustments 306 E. 61st Street
|
Bleecker
Street Condominium Properties (8)
|
Pro
Forma Adjustments Bleecker Street Condominium Properties
|
Pro
Forma American Realty Capital New York Recovery REIT, Inc.
|
|||||||||||||||||||
|
Total
revenues
|
$ | - | $ | 3,672,282 | $ | 135,084 | (3) | $ | 971,508 | $ | 1,696,568 | (9) | $ | 6,475,442 | ||||||||||
|
Operating
expenses:
|
||||||||||||||||||||||||
|
Property
management fee
|
- | 35,000 | 38,596 | (4) | - | - | 73,596 | |||||||||||||||||
|
Acquisition
and transaction related
|
- | - | - | - | - | |||||||||||||||||||
|
General
and administrative
|
499 | 875,843 | 182,704 | (5) | 81,412 | - | 1,140,458 | |||||||||||||||||
|
Depreciation
and amortization
|
- | - | 1,146,346 | (6) | - | 1,742,664 | (6) | 2,889,010 | ||||||||||||||||
|
Total
operating expenses
|
499 | 910,843 | 1,367,646 | 81,412 | 1,742,664 | 4,103,064 | ||||||||||||||||||
|
Operating
income
|
(499 | ) | 2,761,439 | (1,232,562 | ) | 890,096 | (46,096 | ) | 2,372,378 | |||||||||||||||
|
Other
income (expense)
|
||||||||||||||||||||||||
|
Interest
expense
|
- | - | 1,870,595 | )(7) | - | (1,122,301 | )(10) | (2,992,896 | ) | |||||||||||||||
|
Interest
income
|
- | - | - | - | - | - | ||||||||||||||||||
|
Total
other income (expense)
|
- | - | (1,870,595 | ) | - | (1,122,301 | ) | (2,992,896 | ) | |||||||||||||||
|
Net
loss
|
(499 | ) | 2,761,439 | (3,103,157 | ) | 890,096 | (1,168,397 | ) | (620,518 | ) | ||||||||||||||
|
Net
(income) loss attributable to noncontrolling interest
holders
|
- | - | - | - | (202,082 | )(11) | (202,082 | ) | ||||||||||||||||
|
Net
loss attributable to American Realty Capital Properties,
Inc.
|
$ | (499 | ) | $ | 761,439 | $ | (3,103,157 | ) | $ | 890,096 | $ | (1,370,479 | ) | $ | (822,600 | ) | ||||||||
6
Pro forma Consolidated Statements
of Operations for the nine months ended September 30,
2010:
|
American
Realty Capital New York Recovery REIT, Inc. (1)
|
306
E. 61st Street (2)
|
Pro
forma Adjustments 306 E. 61st Street
|
Bleecker
Street Condominium Properties (8)
|
Pro
Forma Adjustments Bleecker Street Condominium Properties
|
Pro
Forma American Realty Capital New York Recovery REIT, Inc.
|
|||||||||||||||||||
|
Total
revenues
|
$ | 1,126,909 | $ | 3,672,282 | $ | 135,084 | (3) | $ | 870,937 | $ | 1,130,120 | (9) | $ | 6,935,332 | ||||||||||
|
Operating
expenses:
|
||||||||||||||||||||||||
|
Property
management fee
|
19,472 | 36,800 | (1,075 | )(4) | - | - | 55,197 | |||||||||||||||||
|
Acquisition
and transaction related
|
107,844 | - | - | - | - | 107,844 | ||||||||||||||||||
|
General
and administrative
|
407,519 | 874,043 | 222,375 | (5) | 70,836 | - | 1,574,773 | |||||||||||||||||
|
Depreciation
and amortization
|
284,187 | - | 1,146,346 | (6) | - | 1,306,998 | (6) | 2,737,531 | ||||||||||||||||
|
Total
operating expenses
|
819,022 | 910,843 | 1,367,646 | 70,836 | 1,306,998 | 4,475,345 | ||||||||||||||||||
|
Operating
income
|
307,887 | 2,761,439 | (1,232,562 | ) | 800,101 | (176,878 | ) | 2,459,987 | ||||||||||||||||
|
Other
income (expense)
|
||||||||||||||||||||||||
|
Interest
expense
|
(463,872 | ) | - | (1,870,595 | )(7) | - | (841,726 | )(10) | (3,176,193 | ) | ||||||||||||||
|
Interest
income
|
490 | - | - | - | - | 490 | ||||||||||||||||||
|
Total
other income (expense)
|
(463,382 | ) | - | (1,870,595 | ) | - | (841,726 | ) | (3,175,703 | ) | ||||||||||||||
|
Net
loss
|
(155,495 | ) | 2,761,439 | (3,103,157 | ) | 800,101 | (1,018,604 | ) | (715,716 | ) | ||||||||||||||
|
Net
(income) loss attributable to noncontrolling interest
holders
|
- | - | - | - | (150,212 | )(11) | (150,212 | ) | ||||||||||||||||
|
Net
loss attributable to American Realty Capital Properties,
Inc.
|
$ | (155,495 | ) | $ | 2,761,439 | $ | (3,103,157 | ) | $ | 800,101 | $ | (1,168,816 | ) | $ | (865,928 | ) | ||||||||
7
NOTES
TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Pro Forma
Consolidated Statement of Operations for the Year Ended December 31, 2009 and
the Nine Months Ended September 30, 2010.
|
(1)
|
Reflects
the Company’s historical operations for the period indicated as previously
filed.
|
|
(2)
|
Reflects
the operations 306 East 61st
Street, New York, NY for the period
indicated.
|
|
(3)
|
Represents
the amortization of below market lease liabilities which is recorded as
accretion to rental income.
|
|
(4)
|
Represents
incremental cost of management contract had the building been acquired at
the beginning of the period
|
|
|
(5)
|
Represents
cost of building maintenance
contract.
|
|
(6)
|
Represents
the estimated depreciation and amortization of real estate investments and
intangible lease assets had the property been acquired at the beginning of
the period.
|
|
(7)
|
Represents
interest expense that would have been recorded on debt incurred in
connection with the acquisition had the property been acquired at the
beginning of the period. The Company assumed a first mortgage loan in the
amount of $14,221,066 at an annual interest rate of 6.20% and entered into
a short-term note agreement with a third party in the amount of $8,900,000
at an annual interest rate of 9.00%
|
|
|
(8)
|
Reflects
the operations the Bleecker Street Condominium Properties, New York, NY
for the period indicated.
|
|
|
(9)
|
Represents
adjustment to straight-line rent for lease terms as of the acquisition
date as well as amortization of above and below market lease liabilities
which are an adjustment to rental income.
|
|
|
(10)
|
Represents
interest expense that would have been recorded on debt incurred in
connection with the acquisition had the property been acquired at the
beginning of the period. The Company assumed a first mortgage loan in the
amount of $21,300000 at an annual interest rate of
4.285%
|
|
|
(11)
|
Represents
interest of the joint venture investors of a total of 13.8% of the net
income of the property excluding depreciation and
amortization.
|
|
|
Note:
Pro forma adjustments exclude one-time acquisition costs of $907,260
representing mainly acquisition fees to the advisor, legal fees and deed
transfer fees for the acquisition of the Bleecker Street Condominium
Properties.
|
8
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 hereunto
duly authorized.
|
AMERICAN
REALTY CAPITAL NEW YORK RECOVERY REIT, INC.
|
||
|
Date: February
11, 2011
|
By:
|
/s/ Nicholas
S. Schorsch
|
|
Nicholas
S. Schorsch
|
||
|
Chief
Executive Officer and
Chairman
of the Board of Directors
|
||
9