UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
For the quarterly period ended | September 30, 2012 | |||||||||||||||||||
or | ||||||||||||||||||||
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
For the transition period from | to | |||||||||||||||||||
Commission File Number | 000-54334 | |||||||||||||||||||
UAN Power Corp. | ||||||||||||||||||||
(Exact name of registrant as specified in its charter) | ||||||||||||||||||||
Delaware | 27-0155619 | |||||||||||||||||||
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||||||||||||||
1021 Hill Street, Suite 200, Three Rivers, Michigan | 49093 | |||||||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||||||
(586) 530-5605 | ||||||||||||||||||||
(Registrant’s telephone number, including area code) | ||||||||||||||||||||
N/A | ||||||||||||||||||||
(Former name, 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. | ||||||||||||||||||||
[X] | YES | [ ] | 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 (§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). | ||||||||||||||||||||
[X] | YES | [ ] | NO | |||||||||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. | ||||||||||||||||||||
Large accelerated filer | [ ] | Accelerated filer | [ ] | |||||||||||||||||
Non-accelerated filer | [ ] | Smaller reporting company | [X] | |||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act | ||||||||||||||||||||
[X] | YES | [ ] | NO | |||||||||||||||||
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. | ||||||||||||||||||||
[ ] | YES | [ ] | NO | |||||||||||||||||
APPLICABLE ONLY TO CORPORATE ISSUERS | ||||||||||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | ||||||||||||||||||||
78,273,000 common shares issued and outstanding as of November 21, 2012. | ||||||||||||||||||||
EXPLANATORY NOTE
The purpose of this Amendment Number 1 (the “Amendment No. 1”) to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, filed with the Securities and Exchange Commission on November 21, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q in XBRL (eXtensible Business Reporting Language) form. The exhibit index of this Amendment No. 1 has been revised to reflect this fact.
No other changes have been made to the Form 10-Q other than as described above. This Amendment No. 1 does not reflect subsequent events occurring after the original date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q, or exhibits filed as part of the Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q/A shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed “filed” with or a part of any registration statement or prospectus into which the Form 10-Q (or this Amendment No. 1 thereto) is incorporated by reference for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or otherwise subject to the liabilities of any of those sections.
30 |
Item 6. Exhibits
Exhibit Number | Description |
(3) | Articles of Incorporation; Bylaws |
3.1 | Corporate Charter (incorporated by reference to our Registration Statement on Form S-1 filed on September 28, 2009) |
3.2 | Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on September 28, 2009) |
3.3 | Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on September 28, 2009) |
(10) | Material Contracts |
10.1 | Stock Purchase Agreement dated May 23, 2011 between our company and David Dreslin, Entrust of Tampa Bay FBO Edward G. Mass, and Entrust of Tampa Bay FBO Van Nguyen and Michael Toups (incorporate by reference to our Current Report on Form 8-K filed on May 24, 2011) |
10.2 | Return to Treasury Agreement dated May 23, 2011 between our company and Wan-Fang Liu (incorporate by reference to our Current Report on Form 8-K filed on May 24, 2011) |
10.3 | Stock Purchase Agreement dated May 23, 2011 between our company and David Dreslin, Entrust of Tampa Bay FBO Edward G. Mass, and Entrust of Tampa Bay FBO Van Nguyen and Michael Toups (incorporated by reference to our General Statement of Acquisition of Beneficial Ownership on Schedule 13D filed on June 7, 2011) |
10.4 | Form of Subscription Agreement (incorporated by reference to our Current Report on Form 8-K filed on July 28, 2011) |
10.5 | License and Technology Transfer Agreement dated September 14, 2011 between our company and Professor S.H. Hsu (incorporated by referenced to our Quarterly Report on Form 10-K filed on November 21, 2011) |
10.6. | Tenancy Agreement dated August 25, 2011 between Ideal Development Enterprise Co., Ltd. (incorporated by referenced to our Quarterly Report on Form 10-K filed on November 21, 2011) |
10.7 | Agent Contract dated September 23, 2011 between our company and Uan Biotech Co., Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 17, 2012) |
10.8 | Sales Contract dated September 8, 2011 between our company and Asia News Network Co., Ltd. (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 17, 2012) |
10.9 | Promissory Note dated May 31, 2012 between our company and Wan-Fang Liu (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012) |
10.10 | Promissory Note dated May 31, 2012 between our company and Wen-Cheng Huang (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012) |
10.11 | Promissory Note dated May 31, 2012 between our company and Tzu-Yung Hsu (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012) |
10.12 | Joint Venture Agreement dated May 16, 2012 between our company and Yuan-Hao Chang (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012) |
(14) | Code of Ethics |
14.1 | Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on October 15, 2012) |
(21) | Subsidiaries of Registrant |
21.1 |
UAN Lee Agricultural Technology Holding Limited in Hong Kong UAN Sheng Agricultural Technology Development Limited Company in China, PRC. |
(31) | Rule 13a-14(a)/15d-14(a) Certifications |
31.1* | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
Exhibit Number | Description |
(32) | Section 1350 Certifications |
32.1* | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* | Certification of the Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
(101)** | Interactive Data Files |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
* | Previously filed as an exhibit to UAN Power Corp.’s Quarterly Report on Form 10-Q for the three-month period ended September 30, 2012. |
** | Filed herewith. |
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.
UAN Power Corp. | ||
Dated: December 14, 2012 | By: | /s/ Parashar Patel |
Parashar Patel | ||
President, Chief Executive Officer and Director | ||
(Principal Executive Officer) | ||
Dated: December 14, 2012 | By: | /s/ Chung Hu Yang |
Chung Hua Yang | ||
Chief Financial Officer | ||
(Principal Financial Officer and Chief Accounting Officer) |
COMMITMENTS & CONTINGENCIES (Future lease commitments) (Details) (USD $)
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Sep. 30, 2012
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Future lease commitments are as follows: | |
Year Ending - 6/30/2013 | $ 52,834 |
Year Ending - 6/30/2014 | 15,855 |
Year Ending - 6/30/2015 | 4,937 |
Year Ending - 6/30/2016 | 4,937 |
Year Ending - 6/30/2017 | 4,937 |
Remainder | 4,937 |
Total future lease commitments | $ 88,439 |
STOCKHOLDERS' EQUITY (Textual) (Details) (USD $)
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1 Months Ended | 12 Months Ended | 3 Months Ended | ||||
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Jun. 30, 2012
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Jun. 30, 2012
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Jun. 30, 2011
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Sep. 30, 2012
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Sep. 30, 2012
Joint Venture Agreement [Member]
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Sep. 30, 2012
Return to Treasury Agreement [Member]
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Sep. 30, 2012
Private Placement [Member]
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Stockholders' Equity (Textual) [Abstract] | |||||||
Preferred stock, par value per share | $ 0.00001 | $ 0.00001 | |||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |||||
Preferred stock, shares issued | 0 | 0 | |||||
Preferred stock, shares outstanding | 0 | 0 | |||||
Common stock, par value per share | $ 0.00001 | $ 0.00001 | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||
Common stock, shares issued | 29,998,000 | 78,273,000 | |||||
Common stock, shares outstanding | 29,998,000 | 78,273,000 | |||||
Date of agreement | May 16, 2012 | May 23, 2011 | |||||
Date of transaction | Jul. 25, 2011 | ||||||
Common stock, shares retired | 48,275,000 | ||||||
Common stock, shares retired, amount | $ 100,000 | ||||||
Common stock issued during the period, shares | 48,275,000 | ||||||
Purchase price per share | $ 0.01 | ||||||
Total proceeds of the offering | 465,506 | ||||||
Costs of issuance | 17,244 | ||||||
Debt forgiven and contributed as paid-in capital | $ 33,448 | $ 33,448 | $ 51,625 |
Income Taxes (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of statutory rates to effective tax rates |
Reconciliation of statutory rates to effective tax rates as follows:
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INCOME TAXES (Textual) (Details) (USD $)
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3 Months Ended |
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Sep. 30, 2012
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Income Taxes (Textual) [Abstract] | |
Net operating loss carry forwards | $ 513,488 |
Operating loss carryforwards, expiration date | June 30, 2029 |
Summary of Significant Accounting Policies
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2012
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Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements
The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and should be read in conjunction with the Companys audited financial statements and footnotes thereto for the year ended June 30, 2012, included in the Companys Form 10-K filed on October 15, 2012. 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 such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Companys financial position and results of operations. The operating results for the three months ended September 30, 2012 are not necessarily indicative of the results to be expected for any other interim period of a future year.
Basis of Presentation
The Company has prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America.
The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant inter-company transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Reclassification
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported net income or losses.
Cash and Cash Equivalents
Cash and cash equivalents are all highly liquid instruments purchased with a maturity of three months or less to the extent the funds are not being held for investment purposes.
Revenue Recognition
The Company is a development stage company as such has realized no product and or directly related expenses.
The Company entered into an initial agency agreement for the distribution of products resulting from the technology licensing agreement outlined in Note 10. The agreement requires the payment to the Company service fees of no less than $20,000 monthly for a twelve month period starting October 2011. These revenues are being recognized as received.
The Company entered into a joint venture agreement to develop, own and operate an agricultural business in China, PRC. The Company does not expect to generate any significant revenues over the next twelve months.
Inventory
Inventories are stated at the lower of cost or market determined on a weighted average basis. In addition, the Company estimates net realizable value based on intended use, current market value and inventory aging analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions.
Fixed Assets
Fixed assets are recorded at cost and are depreciated or amortized using the straight-line method over the estimated useful lives of the assets:
License Rights
License rights are recorded at cost and amortized over the shorter of the estimated useful life or the expected useful life of the license rights for a five-year period starting September 2011.
Land Use Rights
Land use rights are recorded at cost and amortized over the shorter of the estimated useful life or the expected useful life of the land use rights for thirty-four years and six months.
Appropriation to Statutory Reserve
Pursuant to the laws applicable to the China, PRC, entities must make appropriations from after-tax profit to the non-distributable statutory surplus reserve fund. Subject to certain cumulative limits, the statutory surplus reserve fund requires annual appropriations of 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (PRC GAAP) at each year-end). For foreign invested enterprises and joint ventures in China, PRC, annual appropriations should be made to the reserve fund. For foreign invested enterprises, the annual appropriation for the reserve fund cannot be less than 10% of after-tax profits until the aggregated appropriations reach 50% of the registered capital (as determined under PRC GAAP at each year-end). The Company did not make any appropriations to the reserve funds mentioned above due to lack of profits after tax in PRC since commencement of operations.
Advertising Costs
The Companys policy regarding advertising is to expense advertising when incurred. The Company has incurred advertising expense of $22,347 and $0for the three months ended September 30, 2012 and 2011, respectively.
Income Taxes
The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Stock-based compensation
The Company records stock-based compensation in accordance with ASC 718 (formerly SFAS No. 123R, Share Based Payments), using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Fair Value of Financial Instruments
The standard for Disclosures about Fair Value of Financial Instruments, defines financial instruments and requires fair value disclosures of those financial instruments. The Company adopts the standard Fair Value Measurements, which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. Current assets and current liabilities qualified as financial instruments and management believes their carrying amounts are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their current interest rate is equivalent to interest rates currently available. The three levels are defined as follows:
As of the balance sheet date, the estimated fair values of the financial instruments were not materially different from their carrying values as presented due to the short maturities of these instruments and that the interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective period-ends. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates the hierarchy disclosures each quarter.
Segment Reporting and Geographic Information
The Company reports operations under two business segments-Technology Licensing and Agricultural Development.
Geographic Information as of and for the three months ended September 30, 2012 and 2011 as follows:
Foreign Currency Translation
The functional currency of UAN Power is U.S. Dollar (USD). The functional currency of UAN Powers operations in Taiwan is New Taiwan Dollar (TWD). The functional currency of UAN Lee is Hong Kong Dollar (HKD). The functional currency of UAN Sheng is Chinese Yuan Renminbi (RMB).
Transactions denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the date of the transactions. Exchange gains or losses on transactions are included in earnings.
The financial statements of the Company are translated into U.S. dollars in accordance with the standard, Foreign Currency Translation, codified in ASC 830, using rates of exchange at the end of the period for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency combining financial statements into U.S. dollars are included in determining comprehensive income. At September 30, 2012, the cumulative translation adjustment was $26,394. For the three months ended September 30, 2012 and 2011, other comprehensive loss was $1,657 and $0, respectively.
The exchange rates used to translate TWD amounts into USD at (1USD=TWD) as follows:
The exchange rates used to translate HKD amounts into USD at (1USD=HKD) as follows:
The exchange rates used to translate RMB amounts into USD at (1USD=RMB) as follows:
Comprehensive Income
The Company adopted FASB Accounting Standards Codification 220, Comprehensive Income, which establishes standards for reporting and presentation of comprehensive income (loss) and its components in a full set of general-purpose financial statements. The Company has chosen to report comprehensive income (loss) in the statements of income and comprehensive income. Comprehensive income (loss) is comprised of net income and all changes to stockholders equity except those due to investments by owners and distributions to owners.
Basic (Loss) per Common Share
Basic (loss) per share is calculated by dividing the Companys net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Companys net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2012 and December 31, 2011, respectively; however, if present, a separate computation of diluted loss per share would not have been presented, as these common stock equivalents would have been anti-dilutive due to the Companys net loss.
Recently Issued Accounting Pronouncements
In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment. Under this standard, entities testing long-lived intangible assets for impairment now have an option of performing a qualitative assessment to determine whether further impairment testing is necessary. If an entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more-likely-than-not less than the carrying amount, the existing quantitative impairment test is required. Otherwise, no further impairment testing is required. For the Company, this ASU is effective beginning January 1, 2013, with early adoption permitted under certain conditions. The adoption of this standard is not expected to have a material impact on the Companys consolidated results of operations or financial condition.
In June 2011, the Financial Accounting Standards Board (FASB) issued ASU No. 2011-05, Presentation of Comprehensive Income. This standard requires entities to present items of net income and other comprehensive income either in a single continuous statement, or in separate, but consecutive, statements of net income and other comprehensive income. The new requirements do not change which components of comprehensive income are recognized in net income or other comprehensive income, or when an item of other comprehensive income must be reclassified to net income. Also, the earnings per share computation does not change. However, the current option under existing standards to report other comprehensive income and its components in the statement of changes in equity is eliminated. In addition, the previous option to disclose reclassification adjustments in the notes to the financial statements is also eliminated, as reclassification adjustments will be required to be shown on the face of the statement under the new standard. For the Company, this ASU is effective retrospectively beginning January 1, 2012, with early adoption permitted. Since this standard impacts disclosure requirements only, its adoption did not have a material impact on the Companys consolidated results of operations or financial condition.
In December 2011, the FASB released Accounting Standards Update No. 2011-12 (ASU 2011-12), Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12 defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The provisions of ASU 2011-12 became effective in fiscal years beginning after December 15, 2011. The adoption of ASU 2011-12 did not materially impact the Companys financial statements.
The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations. |