Note 2 -basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 |
Notes | ' |
Note 2 -basis of Presentation and Summary of Significant Accounting Policies | ' |
NOTE 2 –BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Going concern |
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The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis. The Company has an accumulated deficit of $20,688,873 at September 30, 2013. During the nine months ended September 30, 2013, the Company used cash in operating activities of $374,320. The Company has reported net loss of $446,557 and net income of $490,533 for the nine months ended September 30, 2013 and 2012, respectively. The Company’s ability to continue as a going concern is dependent upon its ability to increase its revenues to historic levels, generate profitable operations in the future and to obtain any necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about the ability of the Company to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. |
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Basis of presentation |
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The accompanying unaudited condensed consolidated financial statements for the three and nine months periods ended September 30, 2013 and 2012 have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements for the interim periods presented are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented. Financial results for interim periods are not necessarily indicative of results that should be expected for the full year. The accompanying condensed consolidated financial statements include our accounts and those of our 51% owned subsidiary, Shandong Jiajia. All inter-company transactions and balances have been eliminated in consolidation. |
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Use of estimates |
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The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in 2013 and 2012 include the allowance for doubtful accounts, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, the value of stock-based compensation and the fair value of derivative liabilities. |
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Fair value of financial instruments |
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The Company adopted the guidance of the Financial Accounting standards Boards (“FASB”) Accounting Standards Codification (“ASC”) Topic 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: |
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Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
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Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
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Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
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The carrying amounts reported in the condensed consolidated balance sheets for cash, note receivable, accounts receivable, other receivables, due from related party, advance to vendors and other current assets, convertible notes payable, accounts payable, advance from customers, due to related parties, accrued expense – related parties and accrued expense and other current liabilities approximate their fair market value based on the short-term maturity of these instruments. |
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ASC Topic 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. |
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The following table reflects changes for the nine months ended September 30, 2013 for all financial assets and liabilities categorized as Level 3 as of September 30, 2013. |
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Liabilities: | | | | | | | | | | | | |
Balance of derivative liabilities as of January 1, 2013 | $ 0 | | | | | | | | | | | |
Initial fair value of derivative liabilities attributable to conversion features of convertible notes | 196,253 | | | | | | | | | | | |
Reclassification of additional paid-in capital upon conversion | (80,287) | | | | | | | | | | | |
Loss from change in the fair value of derivative liabilities | (60,642) | | | | | | | | | | | |
Balance of derivative liabilities as of September 30, 2013 | $ 55,324 | | | | | | | | | | | |
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Concentration of credit risk |
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The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. |
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Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and accounts receivable and other receivables. The Company deposits its cash with high credit quality financial institutions in the United States and the PRC. At September 30, 2013, the Company had deposits of approximately $2.0 million in banks in the PRC. In the PRC, there is no equivalent federal deposit insurance as in the United States; as such these amounts held in banks in the PRC are not insured. The Company has not experienced any losses in such bank accounts through September 30, 2013. |
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Cash and cash equivalents |
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For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The carrying value of these instruments approximates fair value. |
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Restricted cash |
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Restricted cash consists of one-year term cash deposit held by a bank in China. |
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Accounts receivable and other receivables |
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Accounts receivable and other receivables are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews accounts receivable and other receivables on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. At September 30, 2013, allowance for doubtful accounts on accounts receivable totaled $3,362,749 and the allowance for doubtful accounts on other receivables amounted to $428,150. At December 31, 2012, allowance for doubtful accounts on accounts receivable totaled $3,303,295 and the allowance for doubtful accounts on other receivables amounted to $196,427, respectively. |
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Advance to vendors and other current assets |
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Advances to vendors and other current assets consist primarily of prepayments or deposits from us for contracted shipping arrangements that have not been utilized by our customers. These amounts are recognized as cost of revenues as shipments are completed and customers utilize the shipping arrangement. Advances to vendors and other current assets totaled $398,911 and $57,869 at September 30, 2013 and December 31, 2012, respectively. |
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Property and equipment and long-lived assets |
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Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives. Leasehold improvements, if any, are amortized on a straight-line basis over the shorter of the lease period or the estimated useful life. The Company periodically evaluates the carrying value of long-lived assets to be held and used in the business, generally in conjunction with the annual business planning cycle, and when events and circumstances otherwise warrant. If the carrying value of a long-lived asset is considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value for assets to be held and used. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risks involved. There was no impairment recognized during the nine month ended September 30, 2013 and 2012. |
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Advances from customers |
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Advances from customers consist of prepayments to us for contracted cargo that has not yet been shipped to the recipient and for other advance deposits. These amounts are recognized as revenue when all of the revenue recognition criteria have been met. Advances from customers totaled $960,101 and $302,042, at September 30, 2013 and December 31, 2012, respectively. |
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Revenue recognition |
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The Company provides freight forwarding services to our customers. Our business model involves placing our customers’ freight on prearranged contracted transport. Our revenue recognition policy is in accordance with the guidance of ASC 605, “Revenue Recognition.” In general, the Company records revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. The Company provides transportation services, generally under contract, by third parties with whom the Company has contracted these services. |
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Typically, the Company recognizes revenue in connection with our freight forwarding service when the payment terms are as follows: |
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| - | | When merchandise departs the shipper's location if the trade pricing terms are CIF (cost, insurance and freight), | | | | | | | | | |
| - | | When merchandise departs the shipper’s location if the trade pricing terms are CFR (cost and freight cost); or | | | | | | | | | |
| - | | When merchandise arrives at the destination port if the trade pricing terms are FOB (free on board) destination. | | | | | | | | | |
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The Company recognizes direct shipping costs concurrently with the recognition of the related revenue for each shipment. These costs are generally isolated by billings as the Company does not own the shipping containers or transportation vessels. |
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Stock based compensation |
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Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC Topic 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The FASB ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. |
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Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company records compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated, based on the then current fair value, at each subsequent reporting date. |
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Derivative liabilities |
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ASC Subtopic 815-40, “Contracts in Entity’s Own Equity,” requires that entities recognize as derivative liabilities the derivative instruments, including certain derivative instruments embedded in other contracts that are not indexed to an entity’s own stock. Pursuant to the provisions of ASC Section 815-40-15, an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions. The adoption of ASC Subtopic 815-40 has affected the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible bonds issued by foreign subsidiaries with a strike price denominated in a foreign currency. In the case of any such warrants and convertible bonds, ASC Subtopic 815-40 provides that such warrants and bonds are to be treated as a liability at fair value with changes in fair value recognized in earnings. |
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Basic and diluted earnings per share |
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Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share reflects the potential dilution that could occur if securities were exercised or converted into common stock or other contracts to issue common stock resulting in the issuance of common stock that would then share in our income subject to anti-dilution limitations. Potentially dilutive common shares consist of common stock issuable for stock warrants, and shares issuable upon conversion of Series B convertible preferred stock. In period where the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.. The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2013 and 2012: |
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| | Three Months Ended | | | Nine Months Ended | |
September 30, | September 30, |
Numerator: | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Net (loss) income applicable to China Logistics Group, Inc. shareholders | | $ (135,432) | | | $ (110,290) | | | $ (441,591) | | | $ 229,291 | |
Denominator: | | | | | | | | | | | | |
Denominator for basic earnings per share: | | | | | | | | | | | | |
Weighted average shares outstanding | | 101,658,431 | | | 41,508,203 | | | 73,479,756 | | | 41,508,203 | |
Series B convertible preferred stock | | 0 | | | 0 | | | 0 | | | 4,500,000 | |
Denominator for diluted earnings per share: | | | | | | | | | | | | |
Diluted weighted average shares outstanding | | 101,658,431 | | | 41,508,203 | | | 73,479,756 | | | 46,008,203 | |
(Loss) earnings per common share - basic | | $ (0.00) | | | $ (0.00) | | | $ (0.01) | | | $ 0.01 | |
(Loss) earnings per common share - diluted | | $ (0.00) | | | $ (0.00) | | | $ (0.01) | | | $ 0.00 | |
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The Company's aggregate common stock equivalents at September 30, 2013 and 2012 included the following: |
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| | September 30, | | | September 30, | | | | | | | |
2013 | 2012 | | | | | | |
Warrants | | 0 | | | 31,558,500 | | | | | | | |
Series B convertible preferred stock | | 0 | | | 4,500,000 | | | | | | | |
Total | | 0 | | | 36,058,500 | | | | | | | |
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Foreign currency translation |
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The accompanying unaudited condensed consolidated financial statements are presented in United States dollars. The functional currency of Shandong Jiajia is the RMB, the official currency of the PRC. In accordance with ASC 830-20-35, assets and liabilities are translated from the local currency into the reporting currency, U.S. dollars, at the exchange rate prevailing at the balance sheet date. Revenues and expenses are translated at average exchange rates for the period to approximate translation at the exchange rates prevailing at the dates those elements are recognized in the consolidated financial statements. Gains and losses resulting from the translation of local currency financial statements into U.S. dollars are reflected in other comprehensive income in the consolidated statements of operations and comprehensive income (loss). |
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RMB is not a fully convertible currency. All foreign exchange transactions involving RMB must take place through PRC authorized institutions. Translation of amounts from RMB into United States dollars (“$”) has been made at the following exchange rates for the respective periods: |
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| | September 30, | | | September 30, | | | December 31, | | | | |
2013 | 2012 | 2012 | | | |
Period end RMB: U.S. dollar exchange rate | | 6.1364 | | | 6.3190 | | | 6.3011 | | | | |
Average fiscal-year-to-date RMB: U.S. dollar exchange rate | | 6.2132 | | | 6.3085 | | | | | | | |
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Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. |
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Cash flows from the Company's operations are calculated based upon the local currencies using the average translation rate. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets. |
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Income taxes |
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We account for income taxes in accordance with ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in our financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between the financial reporting and tax basis of our assets and liabilities result in a deferred tax asset, ASC 740 requires an evaluation of the probability that the Company will generate sufficient taxable income to be able to realize the future benefits indicated by the deferred tax assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or the entire deferred tax asset will not be realized. |
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Comprehensive income (loss) |
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We follow ASC 220, “Comprehensive Income” to recognize the elements of comprehensive income (loss). Comprehensive income (loss) is comprised of net income (loss) and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Our comprehensive income (loss) for the three and nine months ended September 30, 2013 and 2012 included net income (loss) and foreign currency translation adjustments. |
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Non-controlling interest |
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Non-controlling interests in our subsidiaries are recorded as a component of our equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings. |
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Related parties |
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Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. All transactions are recorded at fair value of the goods or services exchanged. |
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Reclassification |
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Certain reclassifications have been made in prior year same period’s financial statements to conform to the current period’s financial presentation. |
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Recent accounting pronouncements |
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In March 2013, the FASB issued ASU 2013-05 “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity.” ASU 2013-05 addresses the accounting for the cumulative translation adjustment when a parent either sells part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. For public entities, the ASU is effective prospectively for fiscal years, and interim periods, within those years, beginning after December 15, 2013. Early adoption is permitted. The adoption of ASU 2013-05 is not expected to have a material impact on the Company’s consolidated financial statements. |
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In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." ASU 2013-11 provides guidance on the presentation of unrecognized tax benefits related to any disallowed portion of net operating loss carryforwards, similar tax losses, or tax credit carryforwards, if they exist. ASU 2013-11 is effective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on the Company’s consolidated financial statements. |
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Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |