LONG BEACH, N.Y., Nov. 26, 2012 (GLOBE NEWSWIRE) -- Planet Payment, Inc. (LSE:PPT) (LSE:PPTR) (OTCQX:PLPM), a leading provider of international payment processing and multi-currency processing services, today announced its results for the three and nine months ended September 30, 2012.
Financial Highlights for the Three Months Ended September 30, 2012 ("Q3 2012")
- Net revenue for the period increased approximately 3% to $9.9m [Q3 2011: $9.7m].
- Consolidated Gross Billings increased 10% to $26.3m [Q3 2011: $23.9m]. (See Table 2 for explanation of this metric).
- Gross Foreign Currency Mark-up increased 12% to $22.9m [Q3 2011: $20.5m]. (See Table 2 for explanation of this metric).
- Net loss increased from $(0.4)m to $(4.0)m, primarily due to expensing of deferred IPO costs of $2.6m.
- Adjusted EBITDA for the period decreased to $(0.4)m [Q3:2011 $0.6m]. See Table 1 for reconciliation of net (loss) income to Adjusted EBITDA.
Financial Highlights for the Nine Months Ended September 30, 2012 ("YTD" 2012)
- Net revenue for the period increased approximately 7% to $31.7m [YTD 2011: $29.5m].
- Consolidated Gross Billings increased 18% to $83.9m [YTD 2011: $70.9m].
- Gross Foreign Currency Mark-up increased 21% to $73.1m [YTD 2011: $60.7m].
- Net income (loss) decreased from $0.6m to $(4.3)m.
- Adjusted EBITDA for the period decreased 53% to $1.5m [YTD 2011 $3.2m].
Operational Highlights for the YTD 2012
- Total active merchant locations increased by 51% to approximately 38,000 as of September 30, 2012 [September 30, 2011: approximately 25,000]. (See Table 2 for explanation of this metric).
- Settled multi-currency dollar volume processed increased 3% to $572m [Q3 2011: $555m]. YTD increase was 17% to $1.9b [YTD 2011: $1.6b].
- Entered into a number of new contracts, notably multi-currency processing agreements with Taishin Bank in Taiwan and Mashreq in UAE and a processing agreement with China Unionpay.
- Launched Pay in Your Currency® services with Global Payments Canada, Vantiv ATMs in the United States, Mashreq UAE, Citibank Philippines and Citibank Hong Kong and our MICROS Payment Gateway solution with Banorte in Mexico.
Our results reflect a 51% increase in active merchant locations over the last twelve months and growth of 10% and 12% in Consolidated Gross Billings and Gross Foreign Currency Mark-up respectively in the third quarter of 2012 compared to the same period in 2011. The growth in our financial results, however, was muted by a number of factors. The poor economic climate, which our merchants and their customers are facing, led to a decline in sales of goods and services by merchants using our services, which negatively impacted our net revenue. The net loss in the third quarter primarily resulted from expensing previously deferred IPO costs of $2.3 m associated with our registration statement on Form S-1, as well as IPO costs incurred in the third quarter for a total amount of $2.6 m. The increase in our operating costs compared to 2011 primarily reflects additions to technology and support personnel to invest in the growth of the business and future launches into new markets including Mexico and Brazil. We believe that the growth in the key operating metrics of active merchant locations, Consolidated Gross Billings and Gross Foreign Currency Mark-up are indicative of the underlying strength of our business.
During the third quarter of 2012, we continued to expand our acquiring customer base, in particular announcing an agreement with Taishin Bank to provide our Pay in Your Currency® service to the bank's portfolio of merchants in Taiwan and the launch of Pay in Your Currency® with Mashreq Bank in the United Arab Emirates and Global Payments in Canada. We also launched services with Banorte in Mexico, initially implementing our MICROS Payment Gateway solution and plan to launch our Pay in Your Currency service shortly. Today, we announced an initiative to launch Planet Payment's Pay in Your Currencyand Shop in Your Currency™ services with Cielo S.A. in Brazil. We believe that these new initiatives are indicative of the strong pipeline of business that we can look forward to.
CURRENT TRADING
The Company expects to see continuing growth in active merchant locations during the remainder of 2012, from both existing customers and those that have recently implemented and launched services with Planet Payment. However, the Company may continue to see slower growth in Consolidated Gross Billings and [net revenue from existing customers, as a result of the macro-economic downturn affecting businesses around the world. The Company intends to continue to invest in supporting new business, implementations in new markets and growing the pipeline, although the benefit of these investments may only be realized in subsequent periods. Based on these and other factors referenced above, the Company estimates full year net revenue to be in the range of $43.0m to $43.5m, net loss for 2012 to be in the range of ($4.2)m to ($4.7)m and Adjusted EBITDA to be in the range of $2.3m to $2.8m (See Table 3 for reconciliation of estimated net loss to estimated Adjusted EBITDA).
NASDAQ LISTING
The Company plans to file an amendment to its Form 10 in the next few weeks with a view to completing the process of becoming a NASDAQ listed company by the end of 2012.
Commenting on the results, Philip Beck, Chairman and CEO of Planet Payment said:
"Our third quarter financial results reflect the continued impact of the global economic environment during the year. We are pleased that we continue to build a strong pipeline for the future and are excited by the new opportunities that lie ahead of us, especially in the Latin American region. We are delighted to have been selected by Cielo in Brazil to deliver our innovative products to its customers.In pushing ahead with our NASDAQ listing, we believe this will mark another important milestone in the Company's development and be of significant benefit to the Company's shareholders, customers and employees."
Additional breakdown on the Company's performance can be found in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Third Quarter Report. In accordance with the rules of the OTCQX market, the Company's Third Quarter Report, including its Consolidated Condensed Financial Statements (unaudited), as of and for the nine and three month periods ended September 30, 2012, have been posted on the OTCQX website at www.otcqx.com and on the Company's website at www.planetpayment.com.
Forward-Looking Statements. Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the financial position, business strategy, plans and objectives of management for future operations of both Planet Payment and its business partners, estimated net revenue, net loss and Adjusted EBITDA, plans to effect a NASDAQ listing, an intended definitive agreement and future service launches with Cielo, and other customers and new initiatives and customer pipeline are forward-looking statements. Such forward-looking statements are based on a number of assumptions regarding Planet Payment's present and future business strategies, and the environment in which Planet Payment expects to operate in future, which assumptions may or may not be fulfilled in practice. Actual results may vary materially from the results anticipated by these forward-looking statements as a result of a variety of risk factors, including, regulatory changes and changes in card association regulations and practices; changes in domestic and global economic conditions and changes in volume of international travel and commerce, the impact of the BPS acquisition, delays in customer implementations and others. See the Company's Quarterly Report for the period, filed at www.otcqx.com, for other risk factors which investors should consider. These forward-looking statements speak only as to the date of this announcement and cannot be relied upon as a guide to future performance. Planet Payment expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in its expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
NON-GAAP MEASURES
The Company provides certain non-GAAP financial measures in this statement in order to provide investors with additional perspective of underlying business trends and results. In addition, management utilizes these measures in monitoring performance. These non-GAAP key business indicators, which include Adjusted EBITDA, should not be considered replacements for, and should be read in conjunction with, the GAAP financial measures.
We define Adjusted EBITDA as GAAP net (loss) income adjusted to exclude (1) interest expense, (2) interest income, (3) provision (benefit) for income taxes, (4) depreciation and amortization, (5) stock‑based expense from options and warrants and (6) certain other items management believes affect the comparability of operating results. Please see "—Adjusted EBITDA" below for more information and for a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure calculated and presented in accordance with GAAP.
Table 1. Reconciliation of Net (Loss) Income to Adjusted EBITDA (non-GAAP)
For the three and nine months ended September 30, 2012 and 2011
The following table sets forth the reconciliation of Adjusted EBITDA to net (loss) income, our most directly comparable financial measure in accordance with GAAP:
Three months ended | Nine months ended | |||
September 30, | September 30, | |||
2012 | 2011 | 2012 | 2011 | |
ADJUSTED EBITDA: | ||||
Net (loss) income | $(3,961,815) | $(375,414) | $(4,333,290) | $600,311 |
Interest expense | 14,163 | 19,378 | 42,738 | 307,796 |
Interest income | (513) | (156) | (926) | (804) |
(Benefit) provision for income taxes | (17,076) | 106,260 | 213,622 | 106,260 |
Depreciation and amortization | 744,602 | 656,726 | 2,052,063 | 1,837,147 |
Expensing of deferred IPO costs(1) | 2,578,770 | -- | 2,578,770 | -- |
Stock‑based expense | 284,071 | 208,663 | 824,468 | 435,154 |
Acquisition deal costs | 323 | -- | 122,078 | -- |
Convertible debt prepayment fee(2) | -- | -- | -- | 601,318 |
Derecognition of note payable(3) | -- | (40,000) | -- | (700,000) |
Adjusted EBITDA (non-GAAP) | $(357,475) | $575,457 | $1,499,523 | $3,187,182 |
(1) In connection with the preparation of the financial statements as of and for the periods ended September 30, 2012 we determined that it is likely that our IPO will be postponed for a period in excess of 90 days and as a result deemed it to be an aborted offering in accordance with the guidance set forth in ASC 340-10-S99-1. For the three months ending September 30, 2012, we expensed previously deferred IPO costs of $2.3 million associated with our registration statement on Form S-1 as well as any IPO costs incurred in the third quarter to selling, general and administrative expenses. The total amount of the third quarter expense was $2.6 million.
(2) In April 2011, the convertible debt holders converted the outstanding principal amount of $9.0 million under convertible notes issued in 2007 and 2008 into an aggregate of 4,049,776 shares of common stock. In addition, we issued 127,318 shares of common stock valued at $0.3 million in lieu of cash payments for accrued interest and 297,682 shares of common stock valued at $0.6 million as a prepayment fee negotiated at the time of conversion. The shares issued for the accrued interest and the prepayment fee were valued at the average closing price of our common stock on AIM under the symbol "PPTR" during the 10 trading day period ending two days prior to the conversion.
(3) In 2003, we entered into an agreement with FHMS and FTB and recorded a liability. Due to a breach of the contractual terms by FHMS and FTB, we did not believe we were liable to repay these amounts. As of March 31, 2011, the statute of limitations had expired on $0.66 million of the $0.7 million balance and as of September 30, 2011, the statute of limitations had expired on the remaining $40,000. For the three months ended March 31, 2011, we recorded other income due to the derecognition of the note payable in the amount of $0.7 million.
Table 2. Explanation of Key Metrics
Consolidated Gross Billings | Represents Gross Foreign Currency Mark-up plus payment processing services revenue. |
Gross Foreign Currency Mark-up | Represents the Gross Foreign Currency Mark-up amount on settled dollar volume processed using our multi‑currency processing services. Gross Foreign Currency Mark-up represents multi‑currency processing services net revenue plus amounts paid to acquiring banks and their merchants associated with such multi‑currency processing transactions. |
Active merchant locations | The Company considers a merchant location to be active as of a date if the merchant completed at least one revenue‑generating transaction at the location during the 90-day period ending on such date. The total number of active merchant locations exceeds the total number of merchants, as merchants may have multiple locations. |
Table 3. Reconciliation of Forward-Looking Net Loss to Forward-Looking Adjusted EBITDA (Non-GAAP) (US Dollars in Millions)
For the Year ending December 31, 2012
Year ending December 31, 2012 | ||
Estimated Range | ||
Net loss | $(4.7) | $(4.2) |
Interest expense | 0.1 | 0.1 |
Interest income | (0.0) | (0.0) |
Provision for income taxes | 0.3 | 0.3 |
Depreciation and amortization | 2.8 | 2.8 |
Expensing of deferred IPO costs | 2.6 | 2.6 |
Stock‑based expense | 1.1 | 1.1 |
Acquisition deal costs | 0.1 | 0.1 |
Adjusted EBITDA (non-GAAP) | $2.3 | $2.8 |
Planet Payment, Inc. condensed consolidated balance sheets (unaudited) | ||
As of September 30, | As of December 31, | |
2012 | 2011 | |
Current assets: | ||
Cash and cash equivalents | $5,319,950 | $7,671,963 |
Restricted cash | 2,299,942 | 1,941,909 |
Accounts receivable, net of allowances of $1.4 million as of September 30, 2012 and December 31, 2011 | 3,826,280 | 4,768,040 |
Prepaid expenses and other assets | 1,582,208 | 947,043 |
Total current assets | 13,028,380 | 15,328,955 |
Other assets: | ||
Restricted cash | 649,974 | 659,958 |
Property and equipment, net | 1,548,640 | 1,223,562 |
Software development costs, net | 4,828,587 | 4,978,002 |
Intangible assets, net | 3,359,320 | 799,648 |
Goodwill | 630,756 | -- |
Security deposits and other assets | 311,587 | 213,230 |
Deferred IPO costs | -- | 1,650,789 |
Total other assets | 11,328,864 | 9,525,189 |
Total assets | $24,357,244 | $24,854,144 |
Liabilities and stockholders' equity | ||
Current liabilities: | ||
Accounts payable | $329,944 | $993,872 |
Accrued expenses | 3,870,527 | 2,482,255 |
Due to merchants | 2,382,111 | 2,137,064 |
Current portion of capital leases liability | 341,536 | 247,257 |
Total current liabilities | 6,924,118 | 5,860,448 |
Long-term liabilities: | ||
Long-term portion of capital leases liability | 518,480 | 248,730 |
Total long-term liabilities | 518,480 | 248,730 |
Total liabilities | 7,442,598 | 6,109,178 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Convertible preferred stock— 4,000,000 shares authorized, $0.01 par value: Series A— 2,243,750 issued and outstanding as of September 30, 2012 and December 31, 2011; $8,975,000 aggregate liquidation preference | 22,438 | 22,438 |
Common stock—80,000,000 shares authorized as of September 30, 2012 and December 31, 2011, $0.01 par value, and 52,377,603, and 51,764,405 issued and outstanding as of September 30, 2012 and December 31, 2011, respectively | 523,776 | 517,644 |
Additional paid-in capital | 96,571,663 | 94,083,901 |
Warrants | 1,622,651 | 1,622,651 |
Accumulated other comprehensive loss | (31,653) | (40,729) |
Accumulated deficit | (81,794,229) | (77,460,939) |
Total stockholders' equity | 16,914,646 | 18,744,966 |
Total liabilities and stockholders' equity | $24,357,244 | $24,854,144 |
The accompanying notes are an integral part of these financial statements
Planet Payment, Inc. condensed consolidated statements of operations (unaudited)
Three months ended | Nine months ended | |||
September 30, | September 30, | |||
2012 | 2011 | 2012 | 2011 | |
Revenue: | ||||
Net revenue | $9,925,137 | $9,660,128 | $31,723,111 | $29,527,135 |
Operating expenses: | ||||
Cost of revenue: | ||||
Payment processing services fees | 2,724,030 | 2,630,448 | 7,941,869 | 8,273,579 |
Processing and service costs | 2,936,471 | 2,370,388 | 8,309,890 | 6,758,294 |
Total cost of revenue | 5,660,501 | 5,000,836 | 16,251,759 | 15,031,873 |
Selling, general and administrative expenses | 8,229,877 | 4,949,224 | 19,549,208 | 13,580,381 |
Total operating expenses | 13,890,378 | 9,950,060 | 35,800,967 | 28,612,254 |
(Loss) income from operations | (3,965,241) | (289,932) | (4,077,856) | 914,881 |
Other (expense) income: | ||||
Interest expense | (14,163) | (19,378) | (42,738) | (307,796) |
Interest income | 513 | 156 | 926 | 804 |
Other income, net | -- | 40,000 | -- | 98,682 |
Total other expense, net | (13,650) | 20,778 | (41,812) | (208,310) |
(Loss) income before benefit (provision) for income taxes | (3,978,891) | (269,154) | (4,119,668) | 706,571 |
Benefit (provision) for income taxes | 17,076 | (106,260) | (213,622) | (106,260) |
Net (loss) income | $(3,961,815) | $(375,414) | $(4,333,290) | $600,311 |
Basic net (loss) income per share applicable to common stockholders | $(0.08) | $(0.01) | $(0.08) | $0.01 |
Diluted net (loss) income per share applicable to common stockholders | $(0.08) | $(0.01) | $(0.08) | $0.01 |
Weighted average common stock outstanding (basic) | 52,366,739 | 50,794,219 | 52,062,429 | 48,834,130 |
Weighted average common stock outstanding (diluted) | 52,366,739 | 50,794,219 | 52,062,429 | 51,593,111 |
The accompanying notes are an integral part of these financial statements
Planet Payment, Inc. condensed consolidated statements of comprehensive (loss) income (unaudited)
Three months ended | Nine months ended | |||
September 30, | September 30, | |||
2012 | 2011 | 2012 | 2011 | |
Net (loss) income | $(3,961,815) | $(375,414) | $(4,333,290) | $600,311 |
Foreign currency translation adjustment | 74,765 | (18,385) | 9,076 | (16,655) |
Total comprehensive (loss) income | $(3,887,050) | $(393,799) | $(4,324,214) | $583,656 |
The accompanying notes are an integral part of these financial statements
Planet Payment, Inc. Condensed Consolidated Statements of Cash Flows (unaudited)
Nine months ended | ||
September 30, | ||
2012 | 2011 | |
Cash flows from operating activities: | ||
Net (loss) income | $(4,333,290) | $600,311 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Stock option expense | 824,468 | 420,226 |
Depreciation and amortization expense | 2,052,063 | 1,837,147 |
Provision for doubtful accounts | 85,052 | 75,384 |
Expensing deferred IPO costs | 2,346,210 | -- |
Deferred income taxes | (66,009) | -- |
Non‑cash interest expense on convertible debt | -- | 254,636 |
Warrant expense | -- | 14,928 |
Common stock issued for payment of account payable | -- | 20,000 |
Derecognition of note payable | -- | (700,000) |
Non-cash prepayment fee on conversion of convertible debt | -- | 601,318 |
Changes in operating assets and liabilities, net of effects of acquisitions | ||
(Increase) decrease in settlement assets | (358,033) | 151,706 |
Decrease (increase) in accounts receivables, prepaid expenses and other current assets | 544,110 | (1,455,920) |
(Increase) decrease in security deposits and other assets | (8,066) | 34,474 |
(Decrease) increase in accounts payable and accrued expenses | (250,142) | 1,411,866 |
Increase (decrease) in due to merchants | 245,047 | (159,855) |
Other | (17,226) | (3,742) |
Net cash provided by operating activities | 1,064,184 | 3,102,479 |
Cash flows from investing activities: | ||
Decrease in restricted cash | 9,984 | 127,234 |
Purchase of property and equipment | (189,685) | (80,935) |
Capitalized software development | (1,037,742) | (1,431,347) |
Purchase of intangible assets | (75,490) | (61,490) |
Cash paid for business combination, net of cash acquired | (1,577,829) | -- |
Net cash used in investing activities | (2,870,762) | (1,446,538) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 67,680 | 247,764 |
Principal payments on capital lease obligations | (258,584) | (214,629) |
Payment of IPO costs | (354,531) | (859,077) |
Net cash (used in) provided by financing activities | (545,435) | (825,942) |
Effect of exchange rate changes on cash and cash equivalents(*) | -- | -- |
Net (decrease) increase in cash and cash equivalents | (2,352,013) | 829,999 |
Beginning of period | 7,671,963 | 5,182,499 |
End of period | $5,319,950 | $6,012,498 |
Supplemental disclosure: | ||
Cash paid for: | ||
Interest | $41,804 | $53,160 |
Income taxes | 304,989 | 106,260 |
Non cash investing and financing activities: | ||
Convertible debt converted to common stock | $-- | $8,979,926 |
Common stock issued for BPS acquisition | 1,596,862 | -- |
Common stock issued for stock options and warrants exercised | 685 | -- |
Assets acquired under capital leases | 550,878 | 283,103 |
Derecognition of note payable | -- | 700,000 |
Prepayment fee on conversion of convertible debt | -- | 601,318 |
Accrued IPO Costs | -- | 477,639 |
(*) For the nine months ended September 30, 2012 and 2011, the effect of exchange rate changes on cash and cash equivalents was inconsequential.
The accompanying notes are an integral part of these financial statements
Planet Payment, Inc. Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (unaudited)
Convertible preferred stock $0.01 par value— 4,000,000 shares authorized Series A |
Common stock $0.01 par value— 80,000,000 shares |
||||||||
Shares issued |
Shares par value |
Shares issued |
Shares par value |
Additional paid-In capital |
Warrants |
Accumulated other comprehensive loss |
Accumulated deficit |
Total stockholders' equity |
|
Balance—December 31, 2011 | 2,243,750 | $22,438 | 51,764,405 | $517,644 | $94,083,901 | $1,622,651 | $(40,729) | $(77,460,939) | $18,744,966 |
Options exercised | — | — | 124,861 | 1,248 | 66,432 | — | — | — | 67,680 |
Issuance of common shares – Acquisition of BPS | — | — | 488,337 | 4,884 | 1,596,862 | — | — | — | 1,601,746 |
Stock-based expense | — | — | — | — | 824,468 | — | — | — | 824,468 |
Cumulative translation adjustment | — | — | — | — | — | — | 9,076 | — | 9,076 |
Net loss | — | — | — | — | — | — | — | (4,333,290) | (4,333,290) |
Balance—September 30, 2012 | 2,243,750 | $22,438 | 52,377,603 | $523,776 | $96,571,663 | $1,622,651 | $(31,653) | $(81,794,229) | $16,914,646 |
The accompanying notes are an integral part of these financial statements
Planet Payment, Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
1. Business description and basis of presentation
Business description
Planet Payment, Inc. together with its wholly owned subsidiaries ("Planet Payment," the "Company," "we," or "our") is a provider of international payment processing and multi‑currency processing services. The Company provides its services to approximately 38,000 active merchant locations in 18 countries and territories across the Asia Pacific region, North America, the Middle East, Africa and Europe, primarily through its acquiring bank and processor customers, as well as through its own direct sales force. The Company's point-of-sale and e-commerce services are integrated within the payment card transaction flow and enable its acquiring customers to process and reconcile payment transactions in multiple currencies, geographies and channels. The Company is a registered third party processor with the major card associations and operates in accordance with industry standards, including the Payment Card Industry, or PCI, Security Council's Data Security Standards.
Company structure
Planet Payment was incorporated in the State of Delaware on October 12, 1999 as Planet Group Inc. and changed its name to Planet Payment, Inc. on June 18, 2007.
Since March 20, 2006, shares of the Company's common stock have traded on the Alternative Investment Market of the London Stock Exchange, or AIM, under the symbols "PPT" and "PPTR." Since November 19, 2008, shares of the Company's common stock have traded on the OTCQX market tier operated by OTC Markets Group, Inc., or the OTCQX, in the United States under the symbol "PLPM."
Basis of presentation
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").
The accompanying condensed consolidated financial statements include the accounts of Planet Payment, Inc. and its wholly‑owned subsidiaries. All intercompany transactions and balances have been eliminated.
The Company evaluated subsequent events through November 26, 2012, the date on which the September 30, 2012 financial statements were available to be issued. There were no events or transactions during this subsequent reporting period that require recognition or disclosure in the financial statements, except as noted below.
In October 2012, the east coast of the United States was hit by Hurricane Sandy, including the city of Long Beach, where the Company's corporate offices are located. The aftermath of this event caused temporary disruption to certain functions undertaken at that office and caused us to incur additional costs for repairs, temporary office space and other requirements to maintain or re-establish these functions. While the Company insures against such property damage and business interruption risks, such insurance may not adequately compensate the Company for losses incurred. Based on the information available to us today the Company estimates that the impact of such losses to be approximately $0.1 million. At no time were any of our transaction processing functions or systems affected by the storm and accordingly none of our customers suffered any loss of transactions.
Unaudited consolidated interim financial information
The accompanying unaudited condensed consolidated interim financial statements as of September 30, 2012 and for the periods ended September 30, 2012 and 2011 have been prepared on the same basis as the annual consolidated financial statements. In the opinion of management, the unaudited financial information for the interim periods presented reflects all adjustments, which are normal and recurring, necessary for a fair presentation of the statement of operations, financial position and cash flows. Operating results for the interim periods ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. The December 31, 2011 balance sheet information has been derived from the audited financial statements at that date but does not include all disclosures required by GAAP.