Attached files
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
FORM 10-Q
_________________
þ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2012
or
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______ to ______
_________________
Digital Creative Corporation
(Exact name of registrant as specified in its charter)
_________________
| Utah | 000-22315 | 34-1413104 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation or Organization) | File Number) | Identification No.) |
720 Fifth Avenue 10th Floor, New York,
New York, 10019
(Address of Principal Executive
Offices) (Zip Code)
(212) 247-0581
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address and former fiscal year, if changed since last report)
_________________
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 þ No o
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). . Yes þ No o
APPLICABLE ONLY TO CORPORATE ISSUERS
As of February 11, 2013 there were 53,864,165 shares of the issuer’s common stock, par value $0.01 per share, outstanding.
DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
FOR THE THREE MONTHS ENDED
December 31, 2012
INDEX
| Part I - FINANCIAL INFORMATION | ||
| Item 1. | CONSOLIDATED FINANCIAL STATEMENTS | F-1 |
| Consolidated Balance Sheets as December 31, 2012 (Unaudited) and June 30, 2012 | F-1 | |
| Consolidated (Unaudited) Statements of Operations and Comprehensive Loss for the three months and six months ended December 31, 2012 and 2011 | F-2 | |
| Consolidated (Unaudited) Statement of Stockholders’ Equity for the six months ended December 31, 2012 | F-3 | |
| Consolidated (Unaudited) Statements of Cash Flows for the six months ended December 31, 2012 and 2011 | F-4 | |
| Notes to Consolidated Financial Statements | F-5 -F-9 | |
| Item 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION | 3 |
| Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 4 |
| Item 4. | CONTROLS AND PROCEDURES | 4 |
| Part II | OTHER INFORMATION | |
| Item 1. | LEGAL PROCEEDINGS | 5 |
| Item 1 A. | RISK FACTORS | 5 |
| Item 2. | UNREGISTERED SALES OF EQUITY SECURITIES | 5 |
| Item 3. | DEFAULTS UPON SENIOR SECURITIES | 5 |
| Item 4. | MINE SAFETY DISCLOSURE | 5 |
| Item 5. | OTHER INFORMATION | 5 |
| Item 6. | EXHIBITS AND REPORTS ON FORM 8-K | 5 |
| Signatures | 6 | |
| Certifications— pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. | ||
2
PART 1---FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
F-1
F-2
F-3
F-4
DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(unaudited)
(dollars in thousands)
NOTE 1- BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Digital Creative Development Corporation and its wholly owned subsidiary (collectively, the "Company").
The accompanying consolidated financial statements as of December 31, 2012 and for the three months and six months ended December 31, 2012 and 2011 are unaudited and have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission relating to interim financial statements. The accompanying consolidated balance sheet as of June 30, 2012 and other information as of June 30, 2012 have been derived from the Company's audited annual financial statements. These consolidated financial statements do not include all disclosures provided in the Company's annual financial statements. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended June 30, 2012 contained in the Company's Form 10-K filed with the Securities and Exchange Commission. All adjustments of a normal recurring nature, which, in the opinion of management, are necessary to present a fair statement of results for the periods presented have been made. The results of operations for the six months ended December 31, 2012 are not necessarily indicative of the results to be expected for the full year.
NOTE 2- DOUBT AS TO CONTINUING AS A GOING CONCERN
Our consolidated unaudited financial statements were prepared on the assumption that we will continue as a going concern. We currently have a working capital and equity deficit of $2,821.4 and are in default of our notes payable. Our ability to obtain resources sufficient to continue to meet our obligations as they come due is dependent on raising cash through the sale of Broadcaster, Inc. shares, and/or raising additional equity, and / or obtaining forbearance of our debt holders. We intend to use our cash as well as other funds, to the extent that they are available on commercially reasonable terms, to finance our activities. Although we can provide no assurance that these additional funds will be available in the amounts or at the times we may require, management believes that it can obtain the additional funds necessary to continue its operations.
NOTE 3- PRINCIPLES OF CONSOLIDATION
The Company has no active business. However, the Company has been involved in acquiring and investing in software and high technology companies, with a focus on acquiring controlling interests and has entered into the software technology industry through the investment in International Microcomputer Software, Inc. (“IMSI”), (n/k/a Broadcaster, Inc). Since 1982, IMSI ( n/k/a Broadcaster, Inc.) had been a developer and publisher of productivity software in precision design, graphics design and other related business applications, as well as graphics and CAD (Computer Aided Design) software and internet technology. Broadcaster, Inc also operates an Internet entertainment network.
F-5
DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(unaudited)
(dollars in thousands)
NOTE 4- INVESTMENTS IN SECURITIES
The Company had investments and advances in certain marketable and non-marketable debt and equity securities at December 31, 2012 (unaudited) and June 30, 2012 (audited) as follows:
| December 31,012 | June 30, 2012 | ||||||
| (unaudited) | (audited) | ||||||
| Broadcaster, Inc at cost | $ | 2,723.0 | $ | 2,723.4 | |||
| Unrealized loss on marketable securities | (2,723.0 | ) | (2,723.0 | ) | |||
| Realized losses on marketable securities | — | (0.4 | ) | ||||
| $ | — | $ | — | ||||
Generally Accepted Accounting Principles in the United States (GAAP) includes a framework for measuring fair value and disclosing fair value measurements. Under GAAP, fair value is the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. In determining the fair value of its financial instruments, GAAP requires the Company to assume that the portfolio investment is sold in a principal market between market participants, or in the absence of a principal market, the most advantageous market, which may be a hypothetical market. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable, and willing and able to transact. In accordance with GAAP, the Company has considered its principal market as the market in which the Company exits its portfolio investments with the greatest volume and level of activity. GAAP specifies a hierarchy of valuation techniques based on the extent to which the inputs to those valuation techniques are observable or unobservable. These inputs are summarized in the three broad levels listed below:
| Level | 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. |
| Level | 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. |
| Level | 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
F-6
DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(unaudited)
(dollars in thousands)
In addition to using the above inputs in investment valuations, we continue to employ the valuation policy approved by our board of directors that is consistent with GAAP. Consistent with our valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading or any markets in which securities with similar attributes are trading, in determining fair value. Our valuation policy considers the fact that because there is not a readily available market value for the investments in our portfolio, the fair value of the investments must typically be determined using unobservable inputs.
The fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.
The following table presents fair value measurements of investments as of December 31, 2012:
| Fair Value Measurements Using | ||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | |||||||||||||
| Investments | $ | - | $ | - | $ | - | $ | - | ||||||||
There were no changes in investments that use Level 2 inputs for the six months ended December 31, 2012.
As of December 31, 2012, the net unrealized loss on the investments that use Level 2 inputs was $2,723.
F-7
DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(unaudited)
(dollars in thousands)
NOTE 5- ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses primarily consist of accrued legal and other professional fees and general administrative expenses of the Company.
NOTE 6- NOTES PAYABLE - RELATED PARTIES
At December 31, 2012 (unaudited) and June 30, 2012 (audited) the Company’s long term debt consisted of the following:
| December 31,2012 | June 31,2012 | ||||||
| (Unaudited) | (Audited) | ||||||
| Promissory Note with Interest at 15% (1) | $ | 325.0 | $ | 325.0 | |||
| Promissory Notes with Interest at 10% (2) | 345.0 | 345.0 | |||||
| Notes payable to certain former executives and related parties with interest at 10% due on various dates | 138.0 | 138.0 | |||||
| 808.0 | 808.0 | ||||||
| Less: Current portion | 808.0 | 808.0 | |||||
| Long-term portion | $ | — | $ | — | |||
| (1) | On May 30, 2007, the Company and the lender (“Multi-Mag”) executed Amendment #5 to this Promissory Note to extend the maturity date of the Note to December 31, 2007. The Company and Multi-Mag are currently in negotiations to further extend the due date of the note. Although extensions were obtained in the past, there can be no assurance that the Company will be able to obtain these extensions, if needed. Interest expense in the amounts of $24.4 was charged to operations in the six months ended December 31, 2012. The note is secured by 200,000 shares of Broadcaster, Inc. common stock. |
| (2) | Of the $345.0 Secured Promissory Notes, all but three of these note holders whose notes total $195.0 have extended the due dates of their notes to December 31, 2008. There can be no assurance that the Company will be able to obtain further extensions of the due dates of these notes. The remaining three note holders have not agreed to extend. Currently all of these notes are now in default. Interest expense in the amount of $83.6 was charged to operations in the six months ended December 31, 2012. These notes are secured by 373,845 shares of Broadcaster, Inc. common stock. |
Because shares of Broadcaster are not readily marketable, these Notes are now under-collateralized.
F-8
DIGITAL CREATIVE DEVELOPMENT CORPORATION AND SUBSIDIARY
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2012
(unaudited)
(dollars in thousands)
NOTE 7- COMMITMENTS AND CONTINGENCIES
The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's consolidated results of operations or financial position.
NOTE 8- STOCKHOLDERS’ EQUITY
On December 13, 2011 the Company filed a 14C Information Statement with the Securities and Exchange Commission for the purpose of increasing its authorized shares. A majority of the shareholders of the Company approved the increase in the Company’s authorized number of shares from 85,000,000 shares (75 million common shares and 10 million preferred shares) to 615,000,000 shares (600 million common shares and 15 million preferred shares) by Written Consent. The Company has received approval for this increase from the various regulatory agencies.
The holders of the Series A Preferred Stock are entitled to a cumulative dividend of $0.10 per share per annum. Such dividends accrue annually but are payable if and when the Company declares a dividend. The Company has never paid any dividends with respect to the Series A Preferred Stock. The 2,200 outstanding shares of Series A Preferred Stock are convertible into 3,300 shares of Common Stock for no additional consideration at the option of the holder of the stock. The Series A Preferred Stock is entitled to a liquidation preference of $1.00 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock may be redeemed by the Company at a redemption price of $1.00 per share plus all accrued and unpaid dividends. The amount of accumulated and unpaid dividends was approximately $26,500 and $26,400 as of December 31, 2012 and June 30, 2012, respectively.
The Series C Preferred stock is not convertible, but may be redeemed at the option of the Company at a redemption price of $100 per share plus accrued and unpaid dividends, at any time after October 31, 1999. The holders of the preferred stock are entitled to a cumulative dividend of 10% per annum, payable semiannually, if and when the board declares a dividend. As of December 31, 2012 and June 30, 2012, the Company had accumulated and unpaid dividends of approximately $1,280,600 and $1,238,000, respectively, on this series of preferred stock.
The holders of the Series D Preferred Stock are entitled to a cumulative dividend of 15% per share per annum. Such dividends accrue annually but are payable if and when the Company declares a dividend. The Company has never paid any dividend with respect to the Series D Preferred Stock. The 4,000 outstanding shares of Series D Preferred Stock are convertible into 400,000 shares of Common Stock for no additional consideration at the option of the holder of the stock. The amount of accumulated and unpaid dividends was approximately $855,000 and $825,000 as of December 31, 2012 and June 30, 2012, respectively.
The Company will seek to convert all of the accumulated unpaid dividends to common shares. There can be no assurance that the company will be successful in completing all or part of these conversions.
F-9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Statements contained in this Quarterly Report on Form 10-Q, other than the historical financial information, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All such forward-looking statements involve known and unknown risks, uncertainties or other factors which may cause actual results, performance or achievement of the Company to be materially different from any future results, performance or achievement expressed or implied by such forward-looking statements. Factors that might cause such a difference include, but are not limited to, risks and uncertainties related to the substantial capital requirements, development of effective internal processes and systems, the ability to attract and retain high quality employees, changing overall economy and other risks described herein and in the Company's June 30, 2012 Annual Report on Form 10-K.
PLAN OF OPERATION
Digital Creative Development Corporation (the “Company”) was principally involved in acquiring and investing in software and high technology companies, with a focus on acquiring controlling interests. At present, the Company does not have an operating business except for its interest in Broadcaster, Inc. The Company has since begun to search for candidates with which to enter into business combinations or strategic transactions.
The Company intends to locate and enter into a transaction with an existing, public or privately-held company (a "Target Business"). A transaction with a Target Business may be structured as a merger, consolidation, exchange of the Company's common stock for stock or assets of the Target Business or any other form, which will result in the combined enterprise remaining a publicly-held corporation.
Acquisitions or business combinations involve many risks, including:
| · Unforeseen obligations or liabilities; |
| · Difficulty assimilating the acquired operations and personnel; |
| · Risks of entering markets in which we have little or no direct prior experience; |
| · Potential impairment of relationships with employees or customers as a result of changes in management; |
| · Potential dilutive issuances of equity, large and immediate write-offs, the incurrence of debt, and amortization of goodwill or other intangible assets; and |
| · Unforeseen obligations or liabilities. |
We cannot make assurances that the Company will make any acquisitions or business combinations or that the Company will be able to obtain additional financing for such acquisitions or combinations, if necessary. If any acquisitions or combinations are made, we cannot make assurances that Furthermore, Federal and state tax laws and regulations have a significant impact upon the structuring of transactions. Management will evaluate the possible tax consequences of any prospective transaction and will endeavor to structure a transaction so as to achieve the most favorable tax treatment. There can be no assurance that the Internal Revenue Service or relevant state tax authorities will ultimately assent to our tax treatment of a particular consummated transaction. To the extent the Internal Revenue Service or any relevant state tax authorities ultimately prevail in recharacterizing the tax treatment of a transaction, there may be adverse tax consequences to us, the target business, and/or their respective stockholders. Tax considerations as well as other relevant factors will be evaluated in determining the precise structure of a particular transaction, which could be effected through various forms of a merger, consolidation or stock or asset acquisition.
Pending negotiation and consummation of a transaction, the Company anticipates that it will not have any business activities, aside from carrying on its search for a transaction partner. Should the Company incur any significant liabilities prior to a combination with a Target Business, it may not be able to satisfy, without additional financing, such liabilities as are incurred.
1
RESULTS OF OPERATIONS
Three Month Period Ended December 31, 2012 Compared To The Three Month Period Ended December 31, 2011.
Net loss of $82,600 in the three month period ended December 31, 2012 was slightly higher than the net loss of $77,500 in the comparable 2011 period, principally due to higher interest expense.
Six Month Period Ended December 31, 2012 Compared To The Six Month Period Ended December 31, 2011.
Net loss of $165,100 in the six month period ended December 31, 2012 was slightly higher than the net loss of $154,500 in the comparable 2011 period, principally due to higher interest expense.
LIQUIDITY AND CAPITAL RESOURCES
The Company's current liabilities exceeded its current assets by approximately $2,821,400 at December 31, 2012, compared to current liabilities exceeding its current assets by $2,656,300 at June 30, 2012. The change in this financial condition was principally the result of continued operating losses, principally the result of interest expense and other administrative costs.
Since the Company is inactive, and its interest in Broadcaster is not presently contemplated to provide funds in any manner (e.g. sales of shares; borrowings; dividends; etc.), the Company can only depend on funding from third parties, of which there can be no assurance.
The amount of proceeds available to the Company from the sale of shares of Broadcaster, Inc. cannot be determined due to the absence of a market for Broadcaster, Inc. shares.
The proceeds of any such sales are anticipated to be principally used by the Company for general working capital purposes. The Company anticipates that its working capital needs will be financed by sales of additional equity or by additional borrowings until and unless the Company acquires a profitable operating business or makes other investments.
The consolidated unaudited financial statements were prepared on the assumption that the Company will continue as a going concern. Considering the working capital and equity deficit of $2,821,400, and the fact that we are in default of our notes payable, the Company’s ability to obtain resources sufficient to continue to meet obligations as they come due is dependent on raising cash by raising additional equity; and obtaining forbearance of our debt holders. However the Company can provide no assurance that these additional funds will be available in the amounts or at the times required. Management currently believes that it can obtain the additional funds necessary to continue its operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company's chief executive officer in conjunction with the chief financial officer, after evaluating the effectiveness of the Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report (the "Evaluation Date") has concluded that the Company's disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in the reports that it files with the Securities and Exchange Commission.
Changes in Internal Controls
During this fiscal quarter, there were no significant changes in the Company's internal controls over financial reporting or, to the knowledge of the management of the Company, in other factors that could significantly affect those controls subsequent to the Evaluation Date.
2
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, the subject of litigation, claims and assessments arising out of matters occurring during the normal operation of the Company's business. In the opinion of management, the liability, if any, under such current litigation, claims and assessments, that are material, have been properly accrued.
Item 1A. Risk Factors
No required for smaller reporting companies
Item 2. Unregistered Sales of Equity Securities and Uses of Proceeds
None.
Item 3. Defaults upon Senior Securities
The holders of the Series A Preferred Stock are entitled to a cumulative dividend of $0.10 per share per annum. Such dividends accrue annually but are payable if and when the Company declares a dividend. The Company has never paid any dividends with respect to the Series A Preferred Stock. The 2,200 outstanding shares of Series A Preferred Stock are convertible into 3,300 shares of Common Stock for no additional consideration at the option of the holder of the stock. The Series A Preferred Stock is entitled to a liquidation preference of $1.00 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock may be redeemed by the Company at a redemption price of $1.00 per share plus all accrued and unpaid dividends. The amount of accumulated and unpaid dividends was approximately $26,500 and $26,400 as of December 31, 2012 and June 30, 2012, respectively.
The Series C Preferred stock is not convertible, but may be redeemed at the option of the Company at a redemption price of $100 per share plus accrued and unpaid dividends, at any time after October 31, 1999. The holders of the preferred stock are entitled to a cumulative dividend of 10% per annum, payable semiannually, if and when the board declares a dividend. As of December 31, 2012 and June 30, 2012, the Company had accumulated and unpaid dividends of approximately $1,280,600 and $1,238,000, respectively, on this series of preferred stock.
The holders of the Series D Preferred Stock are entitled to a cumulative dividend of 15% per share per annum. Such dividends accrue annually but are payable if and when the Company declares a dividend. The Company has never paid any dividend with respect to the Series D Preferred Stock. The 4,000 outstanding shares of Series D Preferred Stock are convertible into 400,000 shares of Common Stock for no additional consideration at the option of the holder of the stock. The amount of accumulated and unpaid dividends was approximately $855,000 and $825,000 as of December 31, 2012 and June 30, 2012, respectively.
The Company will seek to convert all of the accumulated unpaid dividends to common shares. There can be no assurance that the company will be successful in completing all or part of these conversions.
3
Item 4. Safety and Mine Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits And Reports On Form 8-K
| (a) | Exhibits: |
| Exhibit No. | Description |
| 31.01 | Chief Executive Officer---Certification pursuant to Rule 13a-14 (a) of the Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.02 | Chief Financial Officer--- Certification pursuant to Rule 13a-14 (a) of the Exchange Act of 193,4 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.01 | Chief Executive Officer---Certification pursuant to Rule 13a-14(b) of the Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.02 | Chief Financial Officer-- Certification pursuant to Rule 13a-14(b) of the Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| (b) | Reports on Form 8-K |
None
4
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DIGITAL CREATIVE DEVELOPMENT CORPORATION | ||
| Dated: February 20, 2013 | By: | /s/ Gary Herman |
| Name: Gary Herman | ||
| Title: Chief Executive Officer | ||
| By: | /s/ Vincent De Lorenzo | |
| Name: Vincent De Lorenzo | ||
| Title: Chief Financial Officer | ||
5