Correction of Previously Issued Financial Statements | 12 Months Ended |
Dec. 31, 2012 |
Accounting Changes and Error Corrections [Abstract] | |
Correction of Previously Issued Financial Statements | |
During the preparation of its Quarterly Report on SEC Form 10-Q for the six months ended June 30, 2013, the Company discovered an error due to a Deferred Tax Asset, directly related to the Derivative Liability upon initial recognition at issuance of detachable warrants, had consistently been established at a statutory standard effective combined federal and state tax rate, with the residual being charged to Additional Paid in Capital. The entire charge should have properly been made to Additional Paid in Capital with no Deferred Tax Asset being recognized at issuance. Additionally, this Deferred Tax Asset was adjusted simultaneously with the recognition of either derivative income or expense, depending on the current valuation, and was reduced with the charge going to the Statement of Operations as Deferred Income Tax Expense when Derivative Income was recognized; likewise, the Deferred Tax Asset was increased, with the offset going to Deferred Tax Benefit when Derivative Expense was recognized. In addition, additional research also indicated that the detachable warrants with “Down Round Protection” (ie, full ratchet, “anti-dilution” provisions) should now be valued using a “Binomial” method, as opposed to the Black Scholes method the Company had consistently applied. Finally, the Company discovered that the detachable warrants issued in conjunction with the Series B Preferred Stock in 2010 had never been recorded as a derivative liability. The Company evaluated these detachable warrants closely, in conjunction with valuation specialists and counsel, determined that they did not contain “down round protection”, and could properly be valued using the Black-Scholes methodology. These detachable warrants were recorded, resulting in derivative income in 2010. A beneficial conversion feature, however, was recorded for this issuance, but was carefully recalculated and a small adjustment was necessary. All of the adjustments resulting from these errors are non-cash items and have no impact on the Company’s cash flow or liquidity nor have any impact on operations. |
Accordingly, the Company has deemed it necessary to restate the annual financial statements for the calendar years 2012 and 2011, and to restate the beginning balance sheet as of January 1, 2011 for the cumulative effect of these adjustments. In addition, the Company is restating its quarterly financial statements for the three months ended March 31, 2012 and 2011, the three and six months ended June 30, 2012 and 2011 and the three and nine months ended September 30, 2012 and 2011 – See Note 25 below. |
The following disclosure is made for the years ended December 31, 2012 and 2011, in accordance with FASB ASC 250-10-50-7 and 8 and FASB ASC 250-10-45-22 and 23 – Correction of an Error in Previously Issued Financial Statements, |
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| | Year Ended December 31, 2012 | | | Year Ended December 31, 2011 | |
| | As Reported | | | As Restated | | | As Reported | | | As Restated | |
Balance Sheet: | | | | | | | | | | | | |
Deferred income tax | | $ | 921,000 | | | $ | 0 | | | $ | 407,000 | | | $ | 196,000 | |
Total Other Assets | | | 15,758,308 | | | | 14,837,308 | | | | 3,520,688 | | | | 3,309,688 | |
Total Assets | | $ | 23,995,337 | | | $ | 23,074,337 | | | $ | 10,443,681 | | | $ | 10,232,681 | |
Derivative Liability | | $ | 2,385,930 | | | $ | 2,475,159 | | | $ | 552,919 | | | $ | 963,127 | |
Total noncurrent liabilities | | | 2,470,930 | | | | 2,560,159 | | | | 592,200 | | | | 1,002,408 | |
Additional paid-in capital | | | 31,601,652 | | | | 30,805,827 | | | | 10,574,998 | | | | 9,968,098 | |
Accumulated deficit | | | (14,172,135 | ) | | | (14,386,539 | ) | | | (3,197,086 | ) | | | (3,211,394 | ) |
Total Stockholders’ equity | | | 17,455,398 | | | | 16,445,169 | | | | 7,389,599 | | | | 6,768,391 | |
Total Liabilities & Stockholders’ equity | | $ | 23,995,337 | | | $ | 23,074,337 | | | $ | 10,443,681 | | | $ | 10,232,681 | |
Statement of Operations: | | | | | | | | | | | | | | | | |
Derivative income (expense) | | $ | (1,228,644 | ) | | $ | (894,512 | ) | | $ | 1,550,008 | | | $ | 1,537,936 | |
Total other income (expense) | | | (6,000,824 | ) | | | (5,666,692 | ) | | | 678,853 | | | | 666,781 | |
Income (loss) before income taxes | | | (9,631,781 | ) | | | (9,297,649 | ) | | | (641,148 | ) | | | (653,220 | ) |
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| | | Year Ended December 31, 2012 | | | Year Ended December 31, 2011 | |
| | | As Reported | | | | As Restated | | | | As Reported | | | | As Restated | |
Income tax benefit (expense) | | $ | 130,000 | | | $ | (396,000 | ) | | $ | 685,976 | | | $ | 712,976 | |
Net Income (Loss) | | | (9,501,781 | ) | | | (9,693,649 | ) | | | 44,828 | | | | 59,756 | |
Deemed dividend on Preferred Stock | | | (1,152,050 | ) | | | (1,160,278 | ) | | | (1,913,592 | ) | | | (1,969,496 | ) |
Net income (loss) available for common stockholders | | $ | (10,975,049 | ) | | $ | (11,175,145 | ) | | $ | (1,913,193 | ) | | $ | (1,954,169 | ) |
Net loss per share basic and diluted | | $ | (0.78 | ) | | $ | (0.79 | ) | | | n/a | | | | n/a | |
Statement of Cash Flows: | | | | | | | | | | | | | | | | |
Net income (loss) | | $ | (9,501,781 | ) | | $ | (9,693,649 | ) | | $ | 44,828 | | | $ | 56,756 | |
(income) expense from change in value of derivatives | | | 1,228,644 | | | | (894,512 | | | | (1,550,008 | ) | | | (1,537,936 | ) |
Deferred income taxes | | | (130,000 | ) | | | 396,000 | | | | (584,000 | ) | | | (611,000 | ) |
Statement of Stockholders Equity: | | | | | | | | | | | | | | | | |
Additional Paid-In Capital: | | | | | | | | | | | | | | | | |
Derivative liability associated with Preferred Stock Series B ($332,431) and Debenture ($33,600) offering | | | n/a | | | | n/a | | | | 0 | | | | (366,031 | ) |
Deemed dividend on preferred stock | | | n/a | | | | n/a | | | | 273,663 | | | | 360,048 | |
Balance at December 31, 2010 | | $ | 5,888,399, | | | $ | 5,608,753 | | | $ | 5,888,399, | | | $ | 5,608,753 | |
Derivative liability associated with Preferred Stock series C offering | | | (1,820,277 | ) | | | (2,203,435 | ) | | | (1,820,277 | ) | | | (2,203,435 | ) |
Deemed dividend on preferred stock | | | 1,913,592 | | | | 1,969,496 | | | | 1,913,592 | | | | 1,969,496 | |
Balance at December 31, 2011 | | $ | 10,574,998 | | | $ | 9,968,098 | | | $ | 10,574,998 | | | $ | 9,968,098 | |
Deemed dividend on Preferred stock | | | 599,084 | | | | 607,312 | | | | n/a | | | | n/a | |
Record the derivative liability associated with the issuance of the preferred stock | | | (299,687 | ) | | | (496,840 | ) | | | n/a | | | | n/a | |
Balance at December 31, 2012 | | | 31,601,652 | | | | 30,805,827 | | | | n/a | | | | n/a | |
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Retained Earnings (accumulated deficit): | | | | | | | | | | | | |
Deemed dividend on preferred stock | | n/a | | | n/a | | | | (273,663 | ) | | | (360,048 | ) |
Net Income | | n/a | | | n/a | | | | 148,909 | | | | 261,962 | |
Balance at December 31, 2010 | | | (1,283,893 | ) | | | (1,257,225 | ) | | | (1,283,893 | ) | | | (1,257,225 | ) |
Deemed dividend on preferred stock | | | 1,913,592 | | | | 1,969,496 | | | | 1,913,592 | | | | 1,969,496 | |
Net income | | | 44,828 | | | | 59,756 | | | | 44,828 | | | | 59,756 | |
Balance at December 31, 2011 | | | (3,197,086 | ) | | | (3,211,394 | ) | | | (3,197,086 | ) | | | (3,211,3934 | ) |
Deemed dividend on preferred stock | | | (599,084 | ) | | | (607,312 | ) | | | n/a | | | | n/a | |
Net Loss | | | (9,501,781 | ) | | | (9,693,649 | ) | | | n/a | | | | n/a | |
Balance at December 31, 2012 | | | (14,172,135 | ) | | | (14,386,539 | ) | | | n/a | | | | n/a | |
Total Stockholders’ Equity: | | | | | | | | | | | | | | | | |
Derivative liability associated with Preferred Stock Series B offering | | | n/a | | | | n/a | | | | 0 | | | | (366,031 | ) |
Net Income | | | n/a | | | | n/a | | | | 148,909 | | | | 261,962 | |
Balance at December 31, 2010 | | | 4,613,674 | | | | 4,360,696 | | | | 4,613,674 | | | | 4,360,696 | |
Derivative liability associated with Preferred Stock series C offering | | | (1,820,277 | ) | | | (2,203,435 | ) | | | (1,820,277 | ) | | | (2,031,277 | ) |
Net Income | | | 44,828 | | | | 59,756 | | | | 44,828 | | | | 59,756 | |
Balance at December 31, 2011 | | | 7,389,599 | | | | 6,768,391 | | | | 7,389,599 | | | | 6,768,391 | |
Record the derivative liability associated with the issuance of the preferred stock | | | (299,687 | ) | | | (496,840 | ) | | | n/a | | | | n/a | |
Net loss | | | (9,501,781 | ) | | | (9,693,649 | ) | | | n/a | | | | n/a | |
Balance at December 31, 2012 | | | (17,455,398 | ) | | | (16,445,169 | ) | | | n/a | | | | n/a | |
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As required by ASC 250-10-50-7(b) and 8, the cumulative effect of the correction of the errors described above on the beginning of the earliest period presented, ie, January 1, 2011, on retained earnings (accumulated deficit) or other components of equity or net assets in the statement of financial position are as follows: |
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| 1-Jan-11 | | | | | | | | | | | | | | |
| As Reported | As Restated | | | | | | | | | | | | | | |
Additional Paid in Capital | $5,888,399 | $5,608,753 | | | | | | | | | | | | | | |
Accumulated Deficit | -1,283,893 | -1,257,225 | | | | | | | | | | | | | | |
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During the preparation of its Quarterly Report on SEC Form 10-Q for the six months ended June 30, 2013, the Company discovered an error due to a Deferred Tax Asset, directly related to the Derivative Liability upon initial recognition at issuance of detachable warrants, had consistently been established at a statutory standard effective combined federal and state tax rate, with the residual being charged to Additional Paid in Capital. The entire charge should have properly been made to Additional Paid in Capital with no Deferred Tax Asset being recognized at issuance. Additionally, this Deferred Tax Asset was adjusted simultaneously with the recognition of either derivative income or expense, depending on the current valuation, and was reduced with the charge going to the Statement of Operations as Deferred Income Tax Expense when Derivative Income was recognized; likewise, the Deferred Tax Asset was increased, with the offset going to Deferred Tax Benefit when Derivative Expense was recognized. In addition, additional research also indicated that the detachable warrants with “Down Round Protection” (ie, full ratchet, “anti-dilution” provisions) should now be valued using a “Binomial” method, as opposed to the Black Scholes method the Company had consistently applied. All of the adjustments resulting from these errors are non-cash items and have no impact on the Company’s cash flow or liquidity nor have any impact on operations. |
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Accordingly, the Company has deemed it necessary to restate its quarterly financial statements for the three months ended March 31, 2012 and 2011, the three and six months ended June 30, 2012 and 2011 and the three and nine months ended September 30, 2012 and 2011, and further, to provide below the restated interim financial statements, the As Reported and As Restated amounts, for each financial line item which changed. This disclosure is consistent with FASB ASC 250-10-50-7 and 8 – Correction of an Error in Previously Issued Financial Statements, |
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Financial Statements for the Three Months Ended March 31, 2012 and 2011 |
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PREMIER ALLIANCE GROUP, INC. |
BALANCE SHEETS |
MARCH 31, 2012 AND DECEMBER 31, 2011 |
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| | (Unaudited) | | | | | | | | | |
| | March 31, | | | December 31, | | | | | | | | | |
| | 2012 | | | 2011 | | | | | | | | | |
| | (Restated) | | | (Restated) | | | | | | | | | |
ASSETS | | | | | | | | |
| | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | |
Cash | | $ | 2,319,685 | | | $ | 3,051,407 | | | | | | | | | |
Accounts receivable | | | 2,984,913 | | | | 2,184,873 | | | | | | | | | |
Marketable securities | | | 33,055 | | | | 30,854 | | | | | | | | | |
Income tax receivable | | | 113,102 | | | | 113,102 | | | | | | | | | |
Convertible notes receivable | | | | | | | 834,814 | | | | | | | | | |
Deferred issuance costs | | | | | | | 196,032 | | | | | | | | | |
Cost and estimated earnings in excess of billings | | | 68,789 | | | | | | | | | | | | | |
Deferred tax asset – current portion | | | 577,000 | | | | 337,000 | | | | | | | | | |
Prepaid expenses and other current assets | | | 129,213 | | | | 95,143 | | | | | | | | | |
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Total current assets | | | 6,225,757 | | | | 6,843,225 | | | | | | | | | |
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PROPERTY AND EQUIPMENT - at cost less | | | | | | | | | | | | | | | | |
accumulated depreciation | | | 534,082 | | | | 79,768 | | | | | | | | | |
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OTHER ASSETS: | | | | | | | | | | | | | | | | |
Goodwill | | | 11,011,418 | | | | 2,317,778 | | | | | | | | | |
Intangible assets – net | | | 720,559 | | | | 274,179 | | | | | | | | | |
Investment in equity-method investee | | | | | | | 54,842 | | | | | | | | | |
Investment in cost-method investee | | | 100,000 | | | | 100,000 | | | | | | | | | |
Cash surrender value of officers’ life Insurance | | | 391,433 | | | | 352,035 | | | | | | | | | |
Deferred tax asset | | | 605,000 | | | | 196,000 | | | | | | | | | |
Deposits and other assets | | | 35,759 | | | | 14,854 | | | | | | | | | |
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Total other assets | | | 12,864,169 | | | | 3,309,688 | | | | | | | | | |
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TOTAL ASSETS | | $ | 19,624,008 | | | $ | 10,232,681 | | | | | | | | | |
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(Unaudited) | | | | | | | | |
| | March 31, | | | December 31, | | | | | | | | | |
| | 2012 | | | 2011 | | | | | | | | | |
(Restated) | (Restated) | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | | |
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CURRENT LIABILITIES: | | | | | | | | | | | | | | |
Note payable to bank | | $ | 1,178,066 | | | $ | 743,000 | | | | | | | | | |
Current portion of long-term debt | | | 19,610 | | | | 52,337 | | | | | | | | | |
Accounts payable | | | 1,890,457 | | | | 742,046 | | | | | | | | | |
Billings in excess of costs and estimated earnings | | | 589,522 | | | | | | | | | | | | | |
Notes payable | | | 79,570 | | | | | | | | | | | | | |
Accrued expenses | | | 1,100,402 | | | | 924,499 | | | | | | | | | |
Total current liabilities | | | 4,857,627 | | | | 2,461,882 | | | | | | | | | |
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NONCURRENT LIABILITIES: | | | | | | | | | | | | | | | | |
Long term debt – net of current portion | | | 169,619 | | | | 10,281 | | | | | | | | | |
Derivative liability | | | 2,779,228 | | | | 963,127 | | | | | | | | | |
Deferred tax liability | | | 70,000 | | | | 29,000 | | | | | | | | | |
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Total noncurrent liabilities | | | 3,018,847 | | | | 1,002,408 | | | | | | | | | |
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COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | |
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STOCKHOLDERS' EQUITY: | | | | | | | | | | | | | | | | |
Class B convertible preferred stock, $.001 | | | | | | | | | | | | | | | | |
par value, 2,000,000 shares authorized, | | | | | | | | | | | | | | | | |
1,160,000 shares issued and outstanding | | | 1,160 | | | | 1,160 | | | | | | | | | |
Class C convertible preferred stock, $.001 | | | | | | | | | | | | | | | | |
par value, 2,500,000 shares authorized, | | | | | | | | | | | | | | | | |
2,380,952 shares issued and outstanding | | | 2,381 | | | | 2,381 | | | | | | | | | |
Common stock, $.001 par value, 45,000,000 | | | | | | | | | | | | | | | | |
shares authorized, 15,782,071 and 8,146,325 | | | | | | | | | | | | | | | | |
shares issued and outstanding | | | 15,782 | | | | 8,146 | | | | | | | | | |
Additional paid-in capital | | | 17,489,626 | | | | 9,968,098 | | | | | | | | | |
Accumulated deficit | | | (5,761,415 | ) | | | (3,211,394 | ) | | | | | | | | |
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Total stockholders’ equity | | | 11,747,534 | | | | 6,768,391 | | | | | | | | | |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 19,624,008 | | | $ | 10,232,681 | | | | | | | | | |
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PREMIER ALLIANCE GROUP, INC. |
STATEMENTS OF OPERATIONS |
THREE MONTHS ENDED MARCH 31, 2012 AND 2011 |
(UNAUDITED) |
| | Three months | | | Three months | | | | | | | | | |
| | ended | | | ended | | | | | | | | | |
| | 31-Mar-12 | | | 31-Mar-11 | | | | | | | | | |
(Restated) | (Restated) | | | | | | | | |
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NET REVENUE | | $ | 4,785,790 | | | $ | 4,833,770 | | | | | | | | | |
OPERATING EXPENSES: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 3,705,027 | | | | 3,687,116 | | | | | | | | | |
Selling, general and administrative | | | 1,846,370 | | | | 1,416,252 | | | | | | | | | |
Depreciation and amortization | | | 43,212 | | | | 5,764 | | | | | | | | | |
Total operating expenses | | | 5,594,610 | | | | 5,109,132 | | | | | | | | | |
INCOME (LOSS) FROM OPERATIONS | | | (808,821 | ) | | | (275,362 | ) | | | | | | | | |
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OTHER (EXPENSE) INCOME: | | | | | | | | | | | | | | | | |
Interest expense, net | | | (10,387 | ) | | | (72,307 | ) | | | | | | | | |
Gain (loss) on marketable securities | | | 25 | | | | 2,561 | | | | | | | | | |
Officers’ life insurance | | | 39,398 | | | | 18,373 | | | | | | | | | |
Equity in net (loss) income of | | | | | | | | | | | | | | | | |
equity-method investee | | | | | | | (717 | ) | | | | | | | | |
Derivative income (expense) | | | (1,816,101 | ) | | | 355,816 | | | | | | | | | |
Interest income | | | 16,429 | | | | | | | | | | | | | |
Other income | | | 7,691 | | | | 0 | | | | | | | | | |
Total other (expense) income | | | (1,762,945 | ) | | | 303,726 | | | | | | | | | |
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INCOME (LOSS) BEFORE INCOME TAXES | | | (2,571,766 | ) | | | 28,364 | | | | | | | | | |
INCOME TAX BENEFIT (EXPENSE) | | | 342,962 | | | | 118,510 | | | | | | | | | |
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NET INCOME (LOSS) | | | (2,228,804 | ) | | | 146,874 | | | | | | | | | |
PREFERRED STOCK DIVIDENDS | | | (321,218 | ) | | | (44,429 | ) | | | | | | | | |
DEEMED DIVIDEND ON PREFERRED STOCK | | | 0 | | | | (1,969,496 | ) | | | | | | | | |
NET LOSS AVAILABLE TO COMMON | | $ | (2,550,022 | ) | | $ | (1,867,051 | ) | | | | | | | | |
STOCKHOLDERS | | | | | | | | |
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Net loss per share: | | | | | | | | | | | | | | | | |
Basic | | $ | (0.25 | ) | | $ | (0.23 | ) | | | | | | | | |
Diluted | | $ | (0.25 | ) | | $ | (0.23 | ) | | | | | | | | |
Weighted average number of shares: | | | | | | | | | | | | | | | | |
Basic | | | 10,345,796 | | | | 7,967,992 | | | | | | | | | |
Diluted | | | 10,345,796 | | | | 7,967,992 | | | | | | | | | |
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PREMIER ALLIANCE GROUP, INC. |
STATEMENTS OF CASH FLOWS |
THREE MONTHS ENDED MARCH 31, 2012 AND 2011 |
(UNAUDITED) |
| | 2012 | | | 2011 | | | | | | | | | |
(Restated) | (Restated) | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | | | | |
Net income (loss) | | $ | (2,228,804 | ) | | $ | 146,874 | | | | | | | | | |
Adjustments to reconcile net loss | | | | | | | | | | | | | | | | |
to net cash provided by operating activities: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 43,212 | | | | 85,979 | | | | | | | | | |
Increase in cash surrender value | | | | | | | | | | | | | | | | |
of officers’ life insurance | | | (39,398 | ) | | | (18,373 | ) | | | | | | | | |
(Income) expense from change in value of derivatives | | | 1,816,101 | | | | (355,866 | ) | | | | | | | | |
Deferred income taxes | | | (343,000 | ) | | | (31,950 | ) | | | | | | | | |
Stock option / warrant compensation expense | | | 163,170 | | | | 59,328 | | | | | | | | | |
Equity in loss(gain) of equity-method investee | | | 58,842 | | | | 717 | | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | |
Increase in accounts receivable | | | (692,653 | ) | | | (24,092 | ) | | | | | | | | |
Increase in marketable securities | | | (2,201 | ) | | | (2,562 | ) | | | | | | | | |
Increase in costs and estimated earnings in excess of billings | | | (56,424 | ) | | | 0 | | | | | | | | | |
Decrease (Increase) in prepaid expenses | | | (5,966 | ) | | | 25,979 | | | | | | | | | |
Increase in deposits and other assets | | | (12,146 | ) | | | 0 | | | | | | | | | |
Increase in accounts payable and accrued expenses | | | 152,364 | | | | 165,934 | | | | | | | | | |
Increase in billings in excess of costs and estimated earnings | | | 302,224 | | | | 0 | | | | | | | | | |
Increase in income taxes receivable | | | | | | | (94,957 | ) | | | | | | | | |
Increase in income taxes payable | | | (1,976 | ) | | | 0 | | | | | | | | | |
Net cash provided used in operating activities | | | (846,655 | ) | | | (42,989 | ) | | | | | | | | |
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Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Cash paid in acquisition | | | | | | | (60,000 | ) | | | | | | | | |
Issuance of notes receivable | | | (195,229 | ) | | | 0 | | | | | | | | | |
Deferred stock issuance costs | | | (192,940 | ) | | | 0 | | | | | | | | | |
Cash acquired in GHH acquisition | | | 106,641 | | | | 0 | | | | | | | | | |
Purchases of property and equipment | | | (12,516 | ) | | | (3,767 | ) | | | | | | | | |
Net cash used in investing activities | | | (294,044 | ) | | | (63,767 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Issuance of Class C Preferred stock | | | 0 | | | | 4,215,065 | | | | | | | | | |
Dividends paid | | | 0 | | | | (44,429 | ) | | | | | | | | |
Payments on convertible debentures | | | 0 | | | | (35,000 | ) | | | | | | | | |
Payments on long-term debt | | | (26,089 | ) | | | (2,815 | ) | | | | | | | | |
Payments (proceeds) on line of credit | | | 435,066 | | | | (339,000 | ) | | | | | | | | |
Net cash provided by financing activities | | | 408,977 | | | | 3,793,821 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in cash | | | (731,722 | ) | | | 3,687,065 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash - beginning of period | | | 3,051,407 | | | | 404,588 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash - end of period | | $ | 2,319,685 | | | $ | 4,091,653 | | | | | | | | | |
|
|
Financial Statements for the Six Months Ended June 30, 2012 and 2011 |
|
|
PREMIER ALLIANCE GROUP, INC. |
CONSOLIDATED BALANCE SHEETS |
JUNE 30, 2012 AND DECEMBER 31, 2011 |
|
|
| | (Unaudited) | | | | | | | | | | | | |
| | June 30, | | | December 31, | | | | | | | | | |
| | 2012 | | | 2011 | | | | | | | | | |
(Restated) | (Restated) | | | | | | | | |
ASSETS | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | |
Cash | | $ | 1,058,406 | | | $ | 3,051,407 | | | | | | | | | |
Accounts receivable | | | 2,504,974 | | | | 2,184,873 | | | | | | | | | |
Marketable securities | | | 30,855 | | | | 30,854 | | | | | | | | | |
Income tax receivable | | | 113,102 | | | | 113,102 | | | | | | | | | |
Convertible notes receivable | | | -- | | | | 834,814 | | | | | | | | | |
Deferred issuance costs | | | -- | | | | 196,032 | | | | | | | | | |
Cost and estimated earnings in excess of billings | | | 601,882 | | | | -- | | | | | | | | | |
Deferred tax asset | | | 748,000 | | | | 337,000 | | | | | | | | | |
Prepaid expenses and other current assets | | | 121,772 | | | | 95,143 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 5,178,991 | | | | 6,843,225 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
PROPERTY AND EQUIPMENT - at cost less | | | | | | | | | | | | | | | | |
accumulated depreciation | | | 504,499 | | | | 79,768 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS: | | | | | | | | | | | | | | | | |
Goodwill | | | 11,011,418 | | | | 2,317,778 | | | | | | | | | |
Intangible assets – net | | | 672,298 | | | | 274,179 | | | | | | | | | |
Investment in equity-method investee | | | -- | | | | 54,842 | | | | | | | | | |
Investment in cost-method investee | | | 100,000 | | | | 100,000 | | | | | | | | | |
Cash surrender value of officers’ life Insurance | | | 359,184 | | | | 352,035 | | | | | | | | | |
Deferred tax asset | | | 458,000 | | | | 196,000 | | | | | | | | | |
Deposits and other assets | | | 35,968 | | | | 14,854 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total other assets | | | 12,636,868 | | | | 3,309,688 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 18,320,358 | | | $ | 10,232,681 | | | | | | | | | |
|
|
| | (Unaudited) | December 31, | | | | | | | | | |
30-Jun | | | | | | | |
| | 2012 | 2011 | | | | | | | | | |
(Restated) | (Restated) | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | |
| | | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | | |
Note payable to bank | | $ | 1,356,966 | | | $ | 743,000 | | | | | | | | | |
Current portion of long-term debt | | | 21,360 | | | | 52,337 | | | | | | | | | |
Accounts payable | | | 1,541,482 | | | | 742,046 | | | | | | | | | |
Billings in excess of costs and estimated earnings | | | 32,051 | | | | -- | | | | | | | | | |
Notes payable | | | 52,971 | | | | -- | | | | | | | | | |
Accrued expenses | | | 1,251,228 | | | | 924,499 | | | | | | | | | |
Total current liabilities | | | 4,256,058 | | | | 2,461,882 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
NONCURRENT LIABILITIES: | | | | | | | | | | | | | | | | |
Long term debt – net of current portion | | | 150,581 | | | | 10,281 | | | | | | | | | |
Derivative liability | | | 898,893 | | | | 963,127 | | | | | | | | | |
Deferred tax liability | | | 171,000 | | | | 29,000 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total noncurrent liabilities | | | 1,220,474 | | | | 1,002,408 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
STOCKHOLDERS' EQUITY: | | | | | | | | | | | | | | | | |
Preferred stock, $.001 par value, 5,000,000 and 0 | | | | | | | | | | | | | | | | |
shares authorized at June 30, 2012 and December 31, 2011, | | | | | | | | | | | | | | | | |
respectively, no shares issued or outstanding | | | | | | | |
Class B convertible preferred stock, $.001 | | | -- | | | | | | | | | | | | | |
par value, 2,500,000 shares authorized, | | | | | | | | | | | | | | | | |
1,160,000 shares issued and outstanding | | | 1,160 | | | | 1,160 | | | | | | | | | |
Class C convertible preferred stock, $.001 | | | | | | | | | | | | | | | | |
par value, 2,500,000 shares authorized, | | | | | | | | | | | | | | | | |
2,380,952 shares issued and outstanding | | | 2,381 | | | | 2,381 | | | | | | | | | |
Common stock, $.001 par value, 90,000,000 | | | | | | | | | | | | | | | | |
and 45,000,000 shares authorized at June 30, 2012 and | | | | | | | | | | | | | | | | |
December 31, 2011, respectively, 15,782,071 and | | | | | | | | | | | | | | | | |
8,146,325 shares issued and outstanding | | | 15,782 | | | | 8,146 | | | | | | | | | |
Additional paid-in capital | | | 17,573,450 | | | | 9,968,098 | | | | | | | | | |
Accumulated deficit | | | (4,748,947 | ) | | | (3,211,394 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 12,843,826 | | | | 6,768,391 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 18,320,358 | | | $ | 10,232,681 | | | | | | | | | |
|
|
|
|
PREMIER ALLIANCE GROUP, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS |
THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011 |
(Unaudited) |
|
| | Three months | | | Three months | | | Six months | | | Six months | |
| | Ended | | | Ended | | | Ended | | | Ended | |
| | 30-Jun-12 | | | 30-Jun-11 | | | 30-Jun-12 | | | 30-Jun-11 | |
(Restated) | (Restated) | (Restated) | (Restated) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
NET REVENUE | | $ | 5,494,238 | | | $ | 4,213,681 | | | $ | 10,280,028 | | | $ | 9,047,451 | |
OPERATING EXPENSES: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 4,103,122 | | | | 3,065,949 | | | | 7,808,150 | | | | 6,753,065 | |
Selling, general & administrative | | | 2,072,737 | | | | 1,547,840 | | | | 3,919,108 | | | | 2,942,234 | |
Depreciation and amortization | | | 69,574 | | | | 53,286 | | | | 112,786 | | | | 80,908 | |
Total operating expenses | | | 6,245,433 | | | | 4,667,075 | | | | 11,840,044 | | | | 9,776,207 | |
LOSS FROM OPERATIONS | | | (751,195 | ) | | | (453,394 | ) | | | (1,560,016 | ) | | | (728,756 | ) |
| | | | | | | | | | | | | | | | |
OTHER INCOME (EXPENSE): | | | | | | | | | | | | | | | | |
Interest expense, net | | | (17,048 | ) | | | (33,589 | ) | | | (27,435 | ) | | | (105,895 | ) |
Loss on extinguishment of debentures | | | -- | | | | (80,316 | ) | | | -- | | | | (80,316 | ) |
Officers’ life insurance | | | (32,249 | ) | | | (10,458 | ) | | | 7,149 | | | | 7,915 | |
Equity in net (loss) income of | | | -- | | | | (2,884 | ) | | | -- | | | | (3,601 | ) |
equity-method investee |
Derivative (expense) income | | | 1,880,335 | | | | (429,080 | ) | | | 64,234 | | | | (73,264 | ) |
Other income | | | 9,627 | | | | 954 | | | | 33,772 | | | | 3,514 | |
Total other (expense) income | | | 1,840,665 | | | | (555,373 | ) | | | 77,720 | | | | (251,647 | ) |
| | | | | | | | | | | | | | | | |
INCOME (LOSS)BEFORE INCOME TAXES | | | 1,089,470 | | | | (1,008,767 | ) | | | (1,482,296 | ) | | | (980,403 | ) |
INCOME TAX BENEFIT (EXPENSE) | | | (77,002 | ) | | | 150,362 | | | | 265,960 | | | | 268,872 | |
| | | | | | | | | | | | | | | | |
NET INCOME (LOSS) | | | 1,012,468 | | | | (858,405 | ) | | | (1,216,336 | ) | | | (711,531 | ) |
PREFERRED STOCK DIVIDENDS | | | -- | | | | -- | | | | (321,218 | ) | | | (44,429 | ) |
DEEMED DIVIDEND ON PREFERRED STOCK | | | -- | | | | -- | | | | -- | | | | (1,969,496 | ) |
NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS | | $ | 1,012,468 | | | $ | (858,405 | ) | | $ | (1,537,554 | ) | | $ | (2,725,456 | ) |
| | | | | | | | | | | | | | | | |
Net income (loss) income per share | | | | | | | | | | | | | | | | |
Basic | | $ | 0.06 | | | $ | (0.11 | ) | | $ | (0.12 | ) | | $ | (0.34 | ) |
Diluted | | $ | 0.03 | | | $ | (0.11 | ) | | $ | (0.12 | ) | | $ | (0.34 | ) |
Weighted average number of shares | | | | | | | | | | | | | | | | |
Basic | | | 15,782,071 | | | | 8,041,618 | | | | 13,063,933 | | | | 8,005,009 | |
Diluted | | | 39,019,055 | | | | 8,041,618 | | | | 13,063,933 | | | | 8,005,009 | |
|
|
|
|
PREMIER ALLIANCE GROUP, INC. |
CONSOLIDATED STATEMENT OF CASH FLOWS |
SIX MONTHS ENDED JUNE 30, 2012 AND 2011 |
(UNAUDITED) |
|
| | 2012 | | | 2011 | | | | | | | | | |
(Restated) | (Restated) | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | | | | |
Net loss | | $ | (1,216,336 | ) | | $ | (711,531 | ) | | | | | | | | |
Adjustments to reconcile net loss | | | | | | | | | | | | | | | | |
to net cash provided by operating activities: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 112,786 | | | | 173,823 | | | | | | | | | |
Increase in cash surrender value of officers’ life insurance | | | (7,149 | ) | | | (7,915 | ) | | | | | | | | |
Change in value of derivatives | | | (64,234 | ) | | | 73,264 | | | | | | | | | |
Loss on extinguishment | | | -- | | | | 80,316 | | | | | | | | | |
Deferred income taxes | | | (266,000 | ) | | | (92,000 | ) | | | | | | | | |
Stock option / warrant compensation expense | | | 246,994 | | | | 235,431 | | | | | | | | | |
Equity in loss of equity-method investee | | | 58,842 | | | | 3,601 | | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | |
Increase in accounts receivable | | | (212,714 | ) | | | (67,850 | ) | | | | | | | | |
Increase in marketable securities | | | (3 | ) | | | (1,106 | ) | | | | | | | | |
Increase in costs and estimated earnings in excess of billings | | | (589,517 | ) | | | -- | | | | | | | | | |
(Increase) decrease in prepaid expenses | | | 1,426 | | | | (96,462 | ) | | | | | | | | |
(Increase) decrease in deposits and other assets | | | (12,354 | ) | | | 5,170 | | | | | | | | | |
Increase (decrease) in accounts payable and accrued expenses | | | (47,763 | ) | | | 268,882 | | | | | | | | | |
Decrease in billings in excess of costs and estimated earnings | | | (255,247 | ) | | | -- | | | | | | | | | |
Increase in income taxes receivable | | | -- | | | | (185,301 | ) | | | | | | | | |
Net cash used in operating activities | | | (2,251,269 | ) | | | (321,678 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Cash paid in acquisition | | | -- | | | | (60,000 | ) | | | | | | | | |
Issuance of notes receivable | | | (195,229 | ) | | | -- | | | | | | | | | |
Deferred stock issuance costs | | | (192,890 | ) | | | -- | | | | | | | | | |
Cash acquired in GHH acquisition | | | 106,641 | | | | -- | | | | | | | | | |
Purchases of property and equipment, net | | | (4,244 | ) | | | (15,818 | ) | | | | | | | | |
Net cash used in investing activities | | | (285,722 | ) | | | (75,818 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Issuance of Class C Preferred stock | | | -- | | | | 4,215,065 | | | | | | | | | |
Dividends paid | | | -- | | | | (44,429 | ) | | | | | | | | |
Payments on convertible debentures | | | -- | | | | (52,500 | ) | | | | | | | | |
Payments on long-term debt | | | (69,976 | ) | | | (5,657 | ) | | | | | | | | |
(Payments) proceeds on line of credit | | | 613,966 | | | | (144,000 | ) | | | | | | | | |
Net cash provided by financing activities | | | 543,990 | | | | 3,968,479 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net increase (decrease) in cash | | | (1,993,001 | ) | | | 3,570,983 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash - beginning of period | | | 3,051,407 | | | | 404,588 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash - end of period | | $ | 1,058,406 | | | $ | 3,975,571 | | | | | | | | | |
|
|
|
|
Financial Statements for the Nine Months Ended September 30, 2012 and 2011 |
|
PREMIER ALLIANCE GROUP, INC. |
CONSOLIDATED BALANCE SHEETS |
SEPTEMBER 30, 2012 AND DECEMBER 31, 2011 |
|
| | | | | | | | | | | | | | |
(Unaudited) | | | | | | | | |
| | September 30, | | | December 31, | | | | | | | | | |
| | 2012 | | | 2011 | | | | | | | | | |
ASSETS | | (Restated) | | | (Restated) | | | | | | | | | |
| | | | | | | | | | | | | | |
CURRENT ASSETS: | | | | | | | | | | | | | | |
Cash | | $ | 340,398 | | | $ | 3,051,407 | | | | | | | | | |
Accounts receivable | | | 2,822,312 | | | | 2,184,873 | | | | | | | | | |
Marketable securities | | | 32,806 | | | | 30,854 | | | | | | | | | |
Income tax receivable | | | 113,102 | | | | 113,102 | | | | | | | | | |
Convertible notes receivable | | | -- | | | | 834,814 | | | | | | | | | |
Deferred issuance costs | | | -- | | | | 196,032 | | | | | | | | | |
Cost and estimated earnings in excess of billings | | | 504,098 | | | | -- | | | | | | | | | |
Deferred tax asset | | | 916,000 | | | | 337,000 | | | | | | | | | |
Prepaid expenses and other current assets | | | 169,298 | | | | 95,143 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 4,898,014 | | | | 6,843,225 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
PROPERTY AND EQUIPMENT - at cost less | | | | | | | | | | | | | | | | |
accumulated depreciation | | | 488,219 | | | | 79,768 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
OTHER ASSETS: | | | | | | | | | | | | | | | | |
Goodwill | | | 11,011,418 | | | | 2,317,778 | | | | | | | | | |
Intangible assets – net | | | 625,844 | | | | 274,179 | | | | | | | | | |
Investment in equity-method investee | | | -- | | | | 54,842 | | | | | | | | | |
Investment in cost-method investee | | | 100,000 | | | | 100,000 | | | | | | | | | |
Cash surrender value of officers’ life insurance | | | 369,564 | | | | 352,035 | | | | | | | | | |
Deferred tax asset | | | 458,000 | | | | 196,000 | | | | | | | | | |
Deposits and other assets | | | 47,046 | | | | 14,854 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total other assets | | | 12,611,872 | | | | 3,309,688 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TOTAL ASSETS | | $ | 17,998,105 | | | $ | 10,232,681 | | | | | | | | | |
|
|
|
|
|
|
| | (Unaudited) | December 31, | | | | | | | | | |
September 30, | | | | | | | |
| | 2012 | 2011 | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | (Restated) | (Restated) | | | | | | | | | |
| | | | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | | | | |
Note payable to bank | | $ | 1,265,782 | | | $ | 743,000 | | | | | | | | | |
Current portion of long-term debt | | | 21,360 | | | | 52,337 | | | | | | | | | |
Accounts payable | | | 1,820,560 | | | | 742,046 | | | | | | | | | |
Billings in excess of costs and estimated earnings | | | 91,798 | | | | -- | | | | | | | | | |
Notes payable | | | 51,224 | | | | -- | | | | | | | | | |
Accrued expenses | | | 975,401 | | | | 924,499 | | | | | | | | | |
Total current liabilities | | | 4,226,125 | | | | 2,461,882 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
NONCURRENT LIABILITIES: | | | | | | | | | | | | | | | | |
Long term debt – net of current portion | | | 119,352 | | | | 10,281 | | | | | | | | | |
Derivative liability | | | 1,054,355 | | | | 963,127 | | | | | | | | | |
Deferred tax liability | | | 87,000 | | | | 29,000 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total noncurrent liabilities | | | 1,260,707 | | | | 1,002,408 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
STOCKHOLDERS' EQUITY: | | | | | | | | | | | | | | | | |
Preferred stock, $.001 par value, 5,000,000 and 0 shares | | | -- | | | | -- | | | | | | | | | |
authorized at September 30, 2012 and December | | | | | | | |
31, 2011, respectively, no shares issued or outstanding | | | | | | | |
Class B convertible preferred stock, $.001 | | | | | | | | | | | | | | | | |
par value, 2,500,000 shares authorized, | | | | | | | | | | | | | | | | |
1,160,000 shares issued and outstanding | | | 1,160 | | | | 1,160 | | | | | | | | | |
Class C convertible preferred stock, $.001 | | | | | | | | | | | | | | | | |
par value, 2,500,000 shares authorized, | | | | | | | | | | | | | | | | |
2,380,952 shares issued and outstanding | | | 2,381 | | | | 2,381 | | | | | | | | | |
Common stock, $.001 par value, 90,000,000 | | | | | | | | | | | | | | | | |
and 45,000,000 shares authorized at September 30, 2012 | | | | | | | | | | | | | | | | |
and December 31, 2011, respectively, 15,782,071 and | | | | | | | |
8,146,325 shares issued and outstanding | | | 15,782 | | | | 8,146 | | | | | | | | | |
Additional paid-in capital | | | 17,702,064 | | | | 9,968,098 | | | | | | | | | |
Accumulated deficit | | | (5,210,114 | ) | | | (3,211,394 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total stockholders’ equity | | | 12,511,273 | | | | 6,768,391 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 17,998,105 | | | $ | 10,232,681 | | | | | | | | | |
|
|
PREMIER ALLIANCE GROUP, INC. |
STATEMENTS OF OPERATIONS |
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 |
(Unaudited) |
|
| | Three months | | | Three months | | | Nine months | | | Nine months | |
| | ended | | | ended | | | ended | | | ended | |
| | 30-Sep-12 | | | 30-Sep-11 | | | 30-Sep-12 | | | 30-Sep-11 | |
| | (Restated) | | | (Restated) | | | (Restated) | | | (Restated) | |
| | | | | | | | | | | | |
NET REVENUE | | $ | 4,823,023 | | | $ | 4,604,396 | | | $ | 15,103,051 | | | $ | 13,651,847 | |
OPERATING EXPENSES: | | | | | | | | | | | | | | | | |
Cost of revenues | | | 3,523,204 | | | | 3,361,179 | | | | 11,331,354 | | | | 10,114,244 | |
Selling, general and administrative | | | 1,762,622 | | | | 1,455,955 | | | | 5,681,730 | | | | 4,398,189 | |
Depreciation and amortization | | | 65,447 | | | | 41,195 | | | | 178,233 | | | | 122,103 | |
Total operating expenses | | | 5,351,273 | | | | 4,858,329 | | | | 17,191,317 | | | | 14,634,536 | |
LOSS FROM OPERATIONS | | | (528,250 | ) | | | (253,933 | ) | | | (2,088,266 | ) | | | (982,689 | ) |
| | | | | | | | | | | | | | | | |
OTHER (EXPENSE) INCOME: | | | | | | | | | | | | | | | | |
Interest expense, net | | | (37,740 | ) | | | (50,470 | ) | | | (65,175 | ) | | | (156,365 | ) |
Loss on extinguishment | | | -- | | | | -- | | | | -- | | | | (80,316 | ) |
Officers’ life insurance | | | 10,380 | | | | (89,844 | ) | | | 17,529 | | | | (81,929 | ) |
Derivative (expense) | | | (155,462 | ) | | | (492,067 | ) | | | ( 91,228 | ) | | | (565,331 | ) |
Other (expense) income | | | (2,095 | ) | | | (2,704 | ) | | | 31,677 | | | | (2,791 | ) |
Total other (expense)income | | | (184,917 | ) | | | (635,085 | ) | | | (107,197 | ) | | | (886,732 | ) |
| | | | | | | | | | | | | | | | |
LOSS BEFORE INCOME TAXES | | | (713,167 | ) | | | (889,018 | ) | | | (2,195,463 | ) | | | (1,869,421 | ) |
INCOME TAX BENEFIT | | | 252,000 | | | | 117,427 | | | | 517,960 | | | | 386,299 | |
| | | | | | | | | | | | | | | | |
NET LOSS | | | (461,167 | ) | | | (771,591 | ) | | | (1,677,503 | ) | | | (1,483,122 | ) |
PREFERRED STOCK DIVIDENDS | | | - | | | | - | | | | (321,218 | ) | | | (44,429 | ) |
DEEMED DIVIDEND ON PREFERRED STOCK | | | - | | | | - | | | | - | | | | (1,969,496 | ) |
NET (LOSS) AVAILABLE TO COMMON | | | | | | | | | | | | | | | | |
STOCKHOLDERS | | $ | (461,167 | ) | | | (771,591 | ) | | $ | (1,998,721 | ) | | $ | (3,497,047 | ) |
Net (loss) per share | | | | | | | | | | | | | | | | |
Basic | | $ | (0.03 | ) | | $ | (0.10 | ) | | $ | (0.14 | ) | | $ | (0.44 | ) |
Diluted | | $ | (0.03 | ) | | $ | (0.10 | ) | | $ | (0.14 | ) | | $ | (0.44 | ) |
Weighted average number of shares | | | | | | | | | | | | | | | | |
Basic | | | 15,782,071 | | | | 8,105,311 | | | | 14,027,789 | | | | 8,038,810 | |
Diluted | | | 15,782,071 | | | | 8,105,311 | | | | 14,027,789 | | | | 8,038,810 | |
|
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PREMIER ALLIANCE GROUP, INC. |
STATEMENTS OF CASH FLOWS |
NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 |
(Unaudited) |
| | 2012 | | | 2011 | | | | | | | | | |
| | (Restated) | | | (Restated) | | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | | | | | | |
Net loss | | $ | (1,677,503 | ) | | $ | (1,483,122 | ) | | | | | | | | |
Adjustments to reconcile net loss to | | | | | | | | | | | | | | | | |
net cash used in operating activities: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 178,233 | | | | 122,103 | | | | | | | | | |
Amortization of debt discount | | | -- | | | | 137,248 | | | | | | | | | |
Decrease (increase) of cash surrender value | | | | | | | | | | | | | | | | |
of officers’ life insurance | | | (17,529 | ) | | | 81,929 | | | | | | | | | |
Loss from change in value of derivatives | | | 91,228 | | | | 565,331 | | | | | | | | | |
Loss on extinguishment | | | | | | | 80,316 | | | | | | | | | |
Increase in deferred income taxes | | | (517,960 | ) | | | (131,000 | ) | | | | | | | | |
Stock option / warrant compensation expense | | | 375,608 | | | | 260,701 | | | | | | | | | |
Equity in (gain) loss of equity-method investee | | | 58,842 | | | | (189 | ) | | | | | | | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | |
Increase in accounts receivable | | | (530,052 | ) | | | (142,654 | ) | | | | | | | | |
(Increase) decrease in marketable securities | | | (1,953 | ) | | | 1,444 | | | | | | | | | |
Increase in costs and estimated earnings in | | | (491,733 | ) | | | -- | | | | | | | | | |
excess of billings | | | | | | | | |
Increase in prepaid expenses | | | (46,100 | ) | | | (72,354 | ) | | | | | | | | |
(Increase) decrease in deposits and other | | | (23,432 | ) | | | 9,170 | | | | | | | | | |
assets | | | | | | | | |
Increase (decrease)in accounts payable and | | | (44,515 | ) | | | 641,899 | | | | | | | | | |
accrued expenses | | | | | | | | |
Decrease in billings in excess of costs and | | | (195,500 | ) | | | -- | | | | | | | | | |
estimated earnings | | | | | | | | |
(Increase) in income taxes receivable | | | -- | | | | (266,425 | ) | | | | | | | | |
Net used in operating activities | | | (2,842,366 | ) | | | (195,603 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Cash paid in acquisitions | | | -- | | | | (60,000 | ) | | | | | | | | |
Issuance of notes receivable | | | (195,229 | ) | | | -- | | | | | | | | | |
Deferred stock issuance costs | | | (192,890 | ) | | | -- | | | | | | | | | |
Cash acquired in GHH acquisition | | | 106,641 | | | | -- | | | | | | | | | |
Purchases of property and equipment, net | | | (6,994 | ) | | | (15,818 | ) | | | | | | | | |
Net cash used in investing activities | | | (288,472 | ) | | | (75,818 | ) | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Issuance of Class C Preferred stock | | | -- | | | | 4,215,065 | | | | | | | | | |
Dividends paid | | | -- | | | | (44,429 | ) | | | | | | | | |
Payments on convertible debentures | | | -- | | | | (70,000 | ) | | | | | | | | |
Net payments on long-term debt | | | (102,953 | ) | | | (165,730 | ) | | | | | | | | |
Net (payments)/proceeds from line of credit | | | 522,782 | | | | (86,000 | ) | | | | | | | | |
Net cash provided by financing activities | | | 419,829 | | | | 3,848,906 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net (decrease) increase in cash | | | (2,711,009 | ) | | | 3,577,485 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash - beginning of period | | | 3,051,407 | | | | 404,588 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Cash - end of period | | $ | 340,398 | | | $ | 3,982,073 | | | | | | | | | |
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The following disclosure is made for the aforementioned quarterly periods, in accordance with ASC 250-10-50-7 and 8 – Correction of an Error in Previously Issued Financial Statements. |
|
For the three months ended March 31, 2012 (unaudited) |
|
| | Three Months Ended March 31, 2012 | | | Year Ended December 31, 2011 | |
| | As Reported | | | As Restated | | | As Reported | | | As Restated | |
Balance Sheet: | | | | | | | | | | | | |
Deferred income tax | | $ | 1,510,000 | | | $ | 605,000 | | | $ | 407,000 | | | $ | 196,000 | |
Total Other Assets | | | 13,769,169 | | | | 12,864,169 | | | | 3,520,688 | | | | 3,309,688 | |
Total Assets | | | 20,529,008 | | | | 19,624,008 | | | | 10,443,681 | | | | 10,232,681 | |
Derivative Liability | | | 2,356,769 | | | | 2,779,228 | | | | 552,919 | | | | 963,127 | |
Total noncurrent liabilities | | | 2,596,388 | | | | 3,018,847 | | | | 592,200 | | | | 1,002,408 | |
Additional paid-in capital | | | 18,667,526 | | | | 17,489,626 | | | | 10,574,998 | | | | 9,968,098 | |
Accumulated deficit | | | (5,611,856 | ) | | | (5,761,415 | ) | | | (3,197,086 | ) | | | (3,211,394 | ) |
Total Stockholders’ equity | | | 13,074,993 | | | | 11,747,534 | | | | 7,389,599 | | | | 6,768,391 | |
Total Liabilities & Stockholders’ equity | | $ | 20,529,993 | | | $ | 19,624,008 | | | $ | 10,443,681 | | | $ | 10,232,681 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | Three Months Ended March 31, 2012 | |
Statement of Operations: | | | | | | | | | | | | | | | | |
Derivative income (expense) | | | | | | | | | | $ | (1,803,850 | ) | | $ | (1,816,101 | ) |
Total other income (expense) | | | | | | | | | | | (1,750,694 | ) | | | (1,762,945 | ) |
Income (loss) before income taxes | | | | | | | | | | | (2,559,515 | ) | | | (2,571,766 | ) |
Income tax benefit (expense) | | | | | | | | | | | 465,962 | | | | 342,962 | |
Net Income (Loss) | | | | | | | | | | | (2,093,553 | ) | | | (2,228,804 | ) |
Net income (loss) available for common stockholders | | | | | | | | | | $ | (2,414,771 | ) | | $ | (2,550,022 | ) |
Net loss per share basic and diluted | | | | | | | | | | | (0.23 | ) | | | (0.25 | ) |
Statement of Cash Flows: | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | $ | (2,093,553 | ) | | $ | (2,228,204 | ) |
(Income) expense from change in value of derivatives | | | | | | | | | | | 1,803,850 | | | | 1,816,101 | |
Deferred income taxes | | | | | | | | | | | (466,000 | ) | | | (343,000 | ) |
|
|
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For the three and six months ended June 30, 2012 (unaudited) |
|
|
| | Six Months Ended June 30, 2012 | | | Year Ended December 31, 2011 | |
| | As Reported | | | As Restated | | | As Reported | | | As Restated | |
Balance Sheet: | | | | | | | | | | | | |
Deferred income tax | | $ | 740,000 | | | $ | 458,000 | | | $ | 407,000 | | | $ | 196,000 | |
Total Other Assets | | | 12,918,868 | | | | 12,636,868 | | | | 3,520,688 | | | | 3,309,688 | |
Total Assets | | | 18,602,358 | | | | 18,320,358 | | | | 10,443,681 | | | | 10,232,681 | |
Derivative Liability | | | 737,631 | | | | 898,893 | | | | 552,919 | | | | 963,127 | |
Total noncurrent liabilities | | | 1,059,212 | | | | 1,220,474 | | | | 592,200 | | | | 1,002,408 | |
Additional paid-in capital | | | 18,251,350 | | | | 17,573,450 | | | | 10,574,998 | | | | 9,968,098 | |
Accumulated deficit | | | (4,983,585 | ) | | | (4,748,947 | ) | | | (3,197,086 | ) | | | (3,211,394 | ) |
Total Stockholders’ equity | | | 13,287,088 | | | | 12,843,826 | | | | 7,389,599 | | | | 6,768,391 | |
Total Liabilities & Stockholders’ equity | | $ | 18,602,358 | | | $ | 18,320,358 | | | $ | 10,443,681 | | | $ | 10,232,681 | |
| | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, 2012 | | | Six Months Ended June 30, 2012 | |
Statement of Operations: | | | | | | | | | | | | | | | | |
Derivative income (expense) | | $ | 1,619,138 | | | $ | 1,880,335 | | | $ | (184,712 | ) | | $ | 64,234 | |
Total other income (expense) | | | 1,579,468 | | | | 1,840,665 | | | | (171,226 | ) | | | 77,720 | |
Income (loss) before income taxes | | | 828,273 | | | | 1,089,470 | | | | (1,731,242 | ) | | | (1,482,296 | ) |
Income tax benefit (expense) | | | (200,002 | ) | | | (77,002 | ) | | | | | | | | |
Net Income (Loss) | | | 628,271 | | | | 1,012,468 | | | | (1,465,282 | ) | | | (1,216,336 | ) |
Net income (loss) available for common stockholders | | $ | 628,271 | | | $ | 1,012,468 | | | $ | (1,786,500 | ) | | $ | (1,537,554 | ) |
Net loss per share basic | | | (0.04 | ) | | | (0.06 | ) | | | (0.14 | ) | | | (0.12 | ) |
Net loss per share diluted | | | (0.02 | ) | | | (0.03 | ) | | | (0.14 | ) | | | (0.12 | ) |
Statement of Cash Flows: | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | $ | (1,465,282 | ) | | $ | (1,216,336 | ) |
(Income) expense from change in value of derivatives | | | | | | | | | | | (184,712 | ) | | | (64,234 | ) |
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For the three and nine months ended September 30, 2012 (unaudited) |
|
| | Nine Months Ended September 30, 2012 | | | Year Ended December 31, 2011 | |
| | As Reported | | | As Restated | | | As Reported | | | As Restated | |
Balance Sheet: | | | | | | | | | | | | |
Deferred income tax | | $ | 866,000 | | | $ | 458,000 | | | $ | 407,000 | | | $ | 196,000 | |
Total Other Assets | | | 13,019,872 | | | | 12,611,872 | | | | 3,520,688 | | | | 3,309,688 | |
Total Assets | | | 18,406,105 | | | | 17,998,105 | | | | 10,443,681 | | | | 10,232,681 | |
Derivative Liability | | | 1,047,739 | | | | 1,054,355 | | | | 552,919 | | | | 963,127 | |
Total noncurrent liabilities | | | 1,254,091 | | | | 1,260,707 | | | | 592,200 | | | | 1,002,408 | |
Additional paid-in capital | | | 18,379,964 | | | | 17,702,064 | | | | 10,574,998 | | | | 9,968,098 | |
Accumulated deficit | | | (5,473,398 | ) | | | (5,210,114 | ) | | | (3,197,086 | ) | | | (3,211,394 | ) |
Total Stockholders’ equity | | | 12,925,889 | | | | 12,511,273 | | | | 7,389,599 | | | | 6,768,391 | |
Total Liabilities & Stockholders’ equity | | $ | 18,406,105 | | | $ | 17,998,105 | | | $ | 10,443,681 | | | $ | 10,232,681 | |
| | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, 2012 | | | Nine Months Ended September 30, 2012 | |
Statement of Operations: | | | | | | | | | | | | | | | | |
Derivative income (expense) | | $ | (310,108 | ) | | $ | (155,462 | ) | | $ | (494,820 | ) | | $ | 91,228 | |
Total other income (expense) | | | (339,563 | ) | | | (184,917 | ) | | | (510,879 | ) | | | (107,197 | ) |
Income (loss) before income taxes | | | (867,813 | ) | | | (713,167 | ) | | | (2,599,055 | ) | | | (2,195,463 | ) |
Income tax benefit (expense) | | | 378,000 | | | | 252,000 | | | | 643,960 | | | | 517,960 | |
Net Income (Loss) | | | (489,813 | ) | | | (461,167 | ) | | | (1,955,095 | ) | | | (1,677,503 | ) |
Net income (loss) available for common stockholders | | $ | (489,813 | ) | | $ | (461,167 | ) | | $ | (2,276,313 | ) | | $ | (1,998,721 | ) |
Net loss per share basic | | | | | | | | | | | (0.16 | ) | | | (0.14 | ) |
Net loss per share diluted | | | | | | | | | | | (0.16 | ) | | | (0.14 | ) |
Statement of Cash Flows: | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | $ | (1,955,095 | ) | | $ | (1,677,503 | ) |
(Income) expense from change in value of derivatives | | | | | | | | | | | 494,820 | | | | 91,228 | |
Deferred Income Taxes | | | | | | | | | | | (643,960 | ) | | | (517,960 | ) |
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For the three months ended March 31, 2011 (unaudited) |
|
| | Three Months Ended March 31, 2011 | | | Year Ended December 31, 2010 | |
| | As Reported | | | As Restated | | | As Reported | | | As Restated | |
Balance Sheet: | | | | | | | | | | | | |
Deferred income tax | | $ | 698,000 | | | $ | 1,000 | | | (1) | | | | |
Total Other Assets | | | 4,845,172 | | | | 4,148,172 | | | | | | | |
Total Assets | | | 11,544,408 | | | | 10,847,408 | | | | | | | |
Derivative Liability | | | 1,811,876 | | | | 2,145,247 | | | $ | 71,650 | | | $ | 297,628 | |
Total noncurrent liabilities | | | 1,964,238 | | | | 2,297,609 | | | (1) | 212,827 | | | | 465,805 | |
Additional paid-in capital | | | 10,836,685 | | | | 9,658,785 | | | | 5,888,399 | | | | 5,608,753 | |
Accumulated deficit | | | (3,271,804 | ) | | | (3,124,275 | ) | | | (1,283,893 | ) | | | (1,257,225 | ) |
Total Stockholders’ equity | | | 7,576,430 | | | | 6,546,059 | | | | 4,613,674 | | | | 4,360,696 | |
Total Liabilities & Stockholders’ equity | | $ | 11,544,408 | | | $ | 10,847,408 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
(1) The deferred tax asset related to the derivative liability being removed was netted against the long term tax liability at December 31, 2010 |
|
| | | | | | | | | | Three Months Ended March 31, 2011 | |
Statement of Operations: | | | | | | | | | | | | | | | | |
Derivative income (expense) | | | | | | | | | | $ | 291,051 | | | $ | 355,816 | |
Total other income (expense) | | | | | | | | | | | 238,961 | | | | 303,726 | |
Income (loss) before income taxes | | | | | | | | | | | (36,401 | ) | | | 28,364 | |
Income tax benefit (expense) | | | | | | | | | | | 6,510 | | | | 118,510 | |
Net Income (Loss) | | | | | | | | | | | (29,891 | ) | | | 146,874 | |
Deemed dividend on Preferred Stock | | | | | | | | | | | (1,913,592 | ) | | | (1,969,496 | ) |
Net income (loss) available for common stockholders | | | | | | | | | | $ | (1,987,912 | ) | | $ | (1,867,051 | ) |
Net loss per share basic and diluted | | | | | | | | | | | (0.25 | ) | | | (0.23 | ) |
Statement of Cash Flows: | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | $ | (29,891 | ) | | $ | 146,874 | |
(income) expense from change in value of derivatives | | | | | | | | | | | (291,051 | ) | | | (355,866 | ) |
Deferred Income Taxes | | | | | | | | | | | 80,000 | | | | (31,950 | ) |
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For the three and six months ended June 30, 2011 (unaudited) |
|
| | Six Months Ended June 30, 2011 | | | Year Ended December 31, 2010 | |
| | As Reported | | | As Restated | | | As Reported | | | As Restated | |
Balance Sheet: | | | | | | | | | | | | |
Deferred income tax | | $ | 820,000 | | | $ | 1,000 | | | (1) | | | | |
Total Other Assets | | | 4,901,685 | | | | 4,082,685 | | | | | | | |
Total Assets | | | 11,756,666 | | | | 10,937,666 | | | | | | | |
Derivative Liability | | | 2,129,702 | | | | 2,574,327 | | | $ | 71,650 | | | $ | 297,628 | |
Total noncurrent liabilities | | | 2,230,221 | | | | 2,674,846 | | | (1) | 212,827 | | | | 465,805 | |
Additional paid-in capital | | | 11,100,163 | | | | 9,922,263 | | | | 5,888,399 | | | | 5,608,753 | |
Accumulated deficit | | | (3,896,955 | ) | | | (3,982,680 | ) | | | (1,283,893 | ) | | | (1,257,225 | ) |
Total Stockholders’ equity | | | 7,214,882 | | | | 5,951,257 | | | | 4,613,674 | | | | 4,360,696 | |
Total Liabilities & Stockholders’ equity | | $ | 11,756,666 | | | $ | 10,937,666 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
(1) The deferred tax asset related to the derivative liability being removed was netted against the long term tax liability at December 31, 2010 |
|
| | Three Months Ended June 30, 2011 | | | Six Months Ended June 30, 2011 | |
Statement of Operations: | | | | | | | | | | | | | | | | |
Derivative income (expense) | | $ | (317,826 | ) | | $ | (429,080 | ) | | $ | (26,775 | ) | | $ | 73,264 | |
Total other income (expense) | | | (444,119 | ) | | | (555,373 | ) | | | (205,158 | ) | | | (251,647 | ) |
Income (loss) before income taxes | | | (897,513 | ) | | | (1,008,767 | ) | | | (933,914 | ) | | | (980,403 | ) |
Income tax benefit (expense) | | | 222,362 | | | | 150,362 | | | | 278,872 | | | | 268,872 | |
Net Income (Loss) | | | (625,151 | ) | | | (858,405 | ) | | | (655,042 | ) | | | (711,531 | ) |
Deemed Dividend on Preferred Stock | | | | | | | | | | | (1,913,592 | ) | | | (1,969,496 | ) |
Net income (loss) available for common stockholders | | $ | (625,151 | ) | | $ | (858,405 | ) | | $ | (2,613,063 | ) | | $ | (2,725,456 | ) |
Net loss per share basic | | | (0.08 | ) | | | (0.11 | ) | | | (0.33 | ) | | | (0.34 | ) |
Net loss per share diluted | | | (0.08 | ) | | | (0.11 | ) | | | (0.33 | ) | | | (0.34 | ) |
Statement of Cash Flows: | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | $ | (655,042 | ) | | $ | (711,531 | ) |
Expense from change in value of derivatives | | | | | | | | | | | 26,775 | | | | 73,264 | |
Deferred Income Taxes | | | | | | | | | | | (102,000 | ) | | | (92,000 | ) |
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|
For the three and nine months ended September 30, 2011 (unaudited) |
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| | Nine Months Ended September 30, 2011 | | | Year Ended December 31, 2010 | |
| | As Reported | | | As Restated | | | As Reported | | | As Restated | |
Balance Sheet: | | | | | | | | | | | | |
Deferred income tax | | $ | 941,000 | | | $ | 2,000 | | | (1) | | | | |
Total Other Assets | | | 4,897,612 | | | | 3,958,612 | | | | | | | |
Total Assets | | | 11,888,189 | | | | 10,949,189 | | | | | | | |
Derivative Liability | | | 2,443,297 | | | | 3,066,394 | | | $ | 71,650 | | | $ | 297,628 | |
Total noncurrent liabilities | | | 2,508,944 | | | | 3,132,041 | | | (1) | 212,827 | | | | 465,805 | |
Additional paid-in capital | | | 11,125,420 | | | | 9,947,520 | | | | 5,888,399 | | | | 5,608,753 | |
Accumulated deficit | | | (4,370,074 | ) | | | (4,754,271 | ) | | | (1,283,893 | ) | | | (1,257,225 | ) |
Total Stockholders’ equity | | | 6,767,033 | | | | 5,204,936 | | | | 4,613,674 | | | | 4,360,696 | |
Total Liabilities & Stockholders’ equity | | $ | 11,888,189 | | | $ | 10,949,189 | | | | | | | | | |
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(1) The deferred tax asset related to the derivative liability being removed was netted against the long term tax liability at December 31, 2010 |
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| | Three Months Ended September 30, 2011 | | | Nine Months Ended September 30, 2011 | |
Statement of Operations: | | | | | | | | | | | | | | | | |
Derivative income (expense) | | $ | (313,595 | ) | | $ | (492,067 | ) | | $ | (340,370 | ) | | $ | (565,331 | ) |
Total other income (expense) | | | (456,613 | ) | | | (635,085 | ) | | | (661,771 | ) | | | (886,732 | ) |
Income (loss) before income taxes | | | (710,546 | ) | | | (889,018 | ) | | | (1,644,460 | ) | | | (1,869,421 | ) |
Income tax benefit (expense) | | | 237,427 | | | | 117,427 | | | | 516,299 | | | | 386,299 | |
Net Income (Loss) | | | (473,119 | ) | | | (771,591 | ) | | | (1,128,161 | ) | | | (1,483,122 | ) |
Deemed dividend on preferred stock | | | | | | | | | | | (1,913,592 | ) | | | (1,969,496 | ) |
Net income (loss) available for common stockholders | | $ | (473,119 | ) | | $ | (771,591 | ) | | $ | (3,086,182 | ) | | $ | (3,497,047 | ) |
Net loss per share basic | | | (0.06 | ) | | | (0.10 | ) | | | (0.38 | ) | | | (0.44 | ) |
Net loss per share diluted | | | (0.06 | ) | | | (0.10 | ) | | | (0.38 | ) | | | (0.44 | ) |
Statement of Cash Flows: | | | | | | | | | | | | | | | | |
Net income (loss) | | | | | | | | | | $ | (1,128,161 | ) | | $ | (1,483,122 | ) |
(income) expense from change in value of derivatives | | | | | | | | | | | 340,370 | | | | 565,331 | |
Deferred Income Taxes | | | | | | | | | | | (261,000 | ) | | | (131,000 | ) |
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