VIVOS INC - Quarter Report: 2009 June (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
|
|
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR
THE QUARTERLY PERIOD ENDED: JUNE 30,
2009
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
FOR
THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION
FILE NUMBER 0-53497
|
ADVANCED
MEDICAL ISOTOPE CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
80-0138937
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
8131
W. Grandridge Blvd. Suite 101,
Kennewick
WA 99336
(Address
of principal executive offices, Zip Code)
(509)
736-4000
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x No
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
Non-accelerated
filer
|
o
|
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes o No x
The
number of shares of registrant’s common stock outstanding, as of August 18, 2009
was 51,121,680.
1
TABLE
OF CONTENTS
Page
|
|||
PART
I - FINANCIAL INFORMATION
|
|||
Item
1. Financial Statements
|
3
|
||
Balance Sheets as of June 30, 2009 and December 31,
2008
|
3
|
||
Statements of Operations for the six months and
three months ended June 30, 2009 and June 30, 2008
|
4
|
||
Statements of Shareholders’ Equity (Deficit) for the six
months ended June 30,2009
|
5
|
||
Statements of Cash Flows for the six months ended June 30,
2009 and June 30, 2008
|
5-6
|
||
Notes to Condensed Consolidated Financial Statement
|
8-15
|
||
Item
2. Management’s Discussion and Analysis or
Plan of Operation
|
16-27
|
||
Item
3. Quantitative and Qualitative Disclosures
About Market Risk
|
27
|
||
Item
4T. Controls and Procedures
|
28
|
||
PART
II - OTHER INFORMATION
|
|||
Item
1. Legal Proceedings
|
29
|
||
Item
2. Unregistered Sales of Equity Securities
and Use of Proceeds
|
29
|
||
Item
3. Defaults Upon Senior
Securities
|
31
|
||
Item
4. Submission of Matters to a Vote of
Security Holders
|
31
|
||
Item
5. Other Information
|
31
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||
Item
6. Exhibits
|
31
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||
SIGNATURES
|
31
|
2
Item
1. Financial Statements.
Advanced
Medical Isotope Corporation
(A
Development Stage Company)
Balance
Sheets
ASSETS
|
||||||||
June
30,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 47,117 | 86,631 | |||||
Accounts
receivable
|
14,540 | 35,747 | ||||||
Prepaid
expenses
|
- | 3,000 | ||||||
Prepaid
expenses paid with stock, current portion
|
84,897 | 140,579 | ||||||
Inventory
|
16,275 | 7,100 | ||||||
Total
current assets
|
162,829 | 273,057 | ||||||
Fixed
assets, net of accumulated depreciation
|
2,003,949 | 2,272,784 | ||||||
Other
assets:
|
||||||||
License
fees, net of amortization
|
14,583 | 27,083 | ||||||
Patents
|
51,885 | 24,594 | ||||||
Prepaid
expenses paid with stock, long-term portion
|
78,125 | 96,875 | ||||||
Deposits
|
390,406 | 155,406 | ||||||
Total
other assets
|
534,999 | 303,958 | ||||||
Total
assets
|
$ | 2,701,777 | 2,849,799 | |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
(DEFICIT)
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 470,332 | 580,258 | |||||
Accrued
interest payable
|
59,487 | 188,956 | ||||||
Payroll
liabilities payable
|
7,938 | 9,098 | ||||||
Preferred
stock redeemable as common
|
- | 3,182,405 | ||||||
Loans
from shareholder
|
177,739 | 194,599 | ||||||
Convertible
notes payable
|
867,959 | 257,481 | ||||||
Current
portion of capital lease obligations
|
2,012,126 | 352,119 | ||||||
Total
current liabilities
|
3,595,581 | 4,764,916 | ||||||
Long
term liabilities:
|
||||||||
Capital
lease obligations, net of current portion
|
- | 1,786,734 | ||||||
Total
liabilities
|
3,595,581 | 6,551,650 | ||||||
Shareholders’
Equity (Deficit):
|
||||||||
Preferred
stock, $.001 par value; 100,000 authorized;
|
||||||||
0
and 95,000 shares issued and outstanding, respectively
|
- | 95 | ||||||
Common
stock, $.001 par value; 100,000,000 shares authorized;
|
||||||||
50,571,680
and 36,778,612 shares issued and outstanding,
|
||||||||
respectively
|
50,572 | 36,779 | ||||||
Subscriptions
receivable
|
- | - | ||||||
Paid
in capital
|
14,446,300 | 9,546,087 | ||||||
Accumulated
deficit prior to the development stage
|
(2,884,043 | ) | (2,884,043 | ) | ||||
Deficit
accumulated during the development stage
|
(12,506,633 | ) | (10,400,769 | ) | ||||
Total
shareholders’ equity (deficit)
|
(893,804 | ) | (3,701,851 | ) | ||||
Total
liabilities and shareholders’ equity (deficit)
|
$ | 2,701,777 | 2,849,799 | |||||
The
accompanying notes are an integral part of these financial
statements
3
Advanced
Medical Isotope Corporation
(A
Development Stage Company)
Statements
of Operations
(unaudited)
From
inception of
|
||||||||||||||||||||
development
stage
|
||||||||||||||||||||
Three
months ended
|
Six months ended |
on
January 1, 2006
|
||||||||||||||||||
June 30,
|
June 30,
|
through
June 30,
|
||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
||||||||||||||||
Revenues
|
$ | 79,167 | $ | 51,086 | $ | 140,142 | $ | 3,421 | $ | 538,439 | ||||||||||
Cost
of goods sold
|
29,263 | 58,103 | 51,099 | 75,640 | 262,397 | |||||||||||||||
Gross
profit (deficit)
|
49,904 | (7,017) | 89,043 | 7,781 | 276,042 | |||||||||||||||
Operating
expenses
|
||||||||||||||||||||
Sales
and marketing expenses
|
5,262 | 23,828 | 5,427 | 31,526 | 57,160 | |||||||||||||||
Start
up costs
|
- | - | - | - | 62,510 | |||||||||||||||
Write
off of impaired assets
|
- | - | - | - | 903,535 | |||||||||||||||
Depreciation
and amortization
|
140,668 | 320,596 | 281,336 | 640,898 | 3,270,349 | |||||||||||||||
Professional
fees
|
132,812 | 516,936 | 302,499 | 739,150 | 2,770,643 | |||||||||||||||
Stock
options granted
|
124,036 | 576,339 | 211,272 | 753,140 | 2,155,111 | |||||||||||||||
Payroll
expenses
|
107,828 | 127,660 | 207,957 | 268,584 | 979,743 | |||||||||||||||
General
and administrative
|
||||||||||||||||||||
expenses
|
119,809 | 108,843 | 232,748 | 215,596 | 980,498 | |||||||||||||||
Total
operating expenses
|
630,415 | 1,674,202 | 1,241,239 | 2,648,894 | 11,179,549 | |||||||||||||||
Operating
loss
|
(580,511 | ) | (1,681,219 | ) | (1,152,196 | ) | (2,641,113 | ) | (10,903,507 | ) | ||||||||||
Non-operating
income (expense):
|
||||||||||||||||||||
Interest
expense
|
(198,454 | ) | (39,593 | ) | (380,324 | ) | (55,669 | ) | (932,282 | ) | ||||||||||
Investment
loss
|
- | - | - | - | (28,500 | ) | ||||||||||||||
Gain
on extinguishment of debt
|
33,600 | - | 33,600 | - | 33,600 | |||||||||||||||
Loss
on conversion of shareholder
|
||||||||||||||||||||
Loan
|
-
|
-
|
(606,944 | ) |
-
|
(675,944 | ) | |||||||||||||
Non-operating
income
|
||||||||||||||||||||
(expense),
net
|
(164,854 | ) | (39,593 | ) | (953,668 | ) | (55,669 | ) | (1,603,126 | ) | ||||||||||
Loss
before Income Taxes
|
(745,365 | ) | (1,720,812 | ) | (2,105,864 | ) | (2,696,782 | ) | (12,506,633 | ) | ||||||||||
Income
Tax Provision
|
- | - | - | - | - | |||||||||||||||
Net
loss
|
$ | (745,365 | ) | $ | (1,720,812 | ) | $ | (2,105,864 | ) | $ | (2,696,782 | ) | $ | (12,506,633 | ) | |||||
Loss
per common share
|
$ | (0.01 | ) | $ | (0.05 | ) | $ | (0.05 | ) | $ | (0.08 | ) | ||||||||
Weighted
average common shares
|
||||||||||||||||||||
Outstanding
|
50,245,355 | 34,970,548 | 44,820,387 | 33,875,632 |
The
accompanying notes are an integral part of these financial
statements
4
Advanced
Medical Isotope Corporation
(A
Development Stage Company)
Statement
of Changes in Shareholders’ Equity (Deficit) (unaudited)
Accumulated | Drficit | ||||||||||||||||||||||||||||||||
Deficit | Accumulated | ||||||||||||||||||||||||||||||||
Series A Preferred | Prior to | During | |||||||||||||||||||||||||||||||
Stock | Common Stock | Paid in | Subscriptions | Development | Development | ||||||||||||||||||||||||||||
Balances at , | Shares | Amount | Shares | Amount | Capital | Receivable |
Stage
|
Stage
|
Total
|
||||||||||||||||||||||||
December
31, 2008
|
95,000
|
$ |
95
|
36,778,61 | $ |
36,779
|
$ | 9,546,087 | $ |
-
|
$ |
(2,884,043
|
) | $ |
(10,400,769
|
) | $ |
(3,701,851
|
) | ||||||||||||||
Common
stock issued for:
|
|||||||||||||||||||||||||||||||||
Debt
settlement January
|
|||||||||||||||||||||||||||||||||
2009
($.27 per share)
|
- | - | 190,000 | 190 | 51,110 |
-
|
-
|
- | 51,300 | ||||||||||||||||||||||||
Services
February 2009
|
|||||||||||||||||||||||||||||||||
($.42
per share)
|
- | - | 80,000 | 80 | 33,520 | - | - | - | 33,600 | ||||||||||||||||||||||||
Debt
settlement March
|
|||||||||||||||||||||||||||||||||
2009
($.35 per share)
|
- | - | 150,000 | 150 | 52,350 | - | - | - | 52,500 | ||||||||||||||||||||||||
Debt
settlement March
|
|||||||||||||||||||||||||||||||||
2009
($.35 per share)
|
- | - | 33,333 | 11,633 | - | - | - | 11,666 | |||||||||||||||||||||||||
Services
March 2009
|
|||||||||||||||||||||||||||||||||
($.35
per share)
|
- | - | 25,000 | 25 | 8,725 | - | - | - | 8,750 | ||||||||||||||||||||||||
Loan
fee March 2009
|
|||||||||||||||||||||||||||||||||
($.28
per share)
|
- | - | 40,000 | 40 | 10,992 | - | - | - | 11,032 | ||||||||||||||||||||||||
Cash
March 2009
|
|||||||||||||||||||||||||||||||||
($.27
per share)
|
-
|
- | 37,037 | 37 | 9,963 | - | - | 10,000 | |||||||||||||||||||||||||
Cash
March 2009
|
|||||||||||||||||||||||||||||||||
($.15
per share)
|
- | - | 1,500,000 | 1,500 | 223,500 | - | - | - | 225,000 | ||||||||||||||||||||||||
Cash
April 2009
|
- | ||||||||||||||||||||||||||||||||
($.27 per share) |
-
|
- | 55,556 | 56 | 14,944 | - | - | - | 15,000 | ||||||||||||||||||||||||
Cash
April 2009
|
|||||||||||||||||||||||||||||||||
($.20
per share)
|
- | - | 525,000 | 525 | 104,475 | - | - | - | 105,000 | ||||||||||||||||||||||||
Rent
April 2009
|
|||||||||||||||||||||||||||||||||
($.31
per share)
|
- | - | 50,000 | 50 | 15,450 | - | - | - | 15,500 | ||||||||||||||||||||||||
Loan
fee April 2009
|
|||||||||||||||||||||||||||||||||
($.31
per share)
|
- | - | 20,000 | 20 | 6,120 | - | - | - | 6,148 | ||||||||||||||||||||||||
Loan
fee May 2009
|
|||||||||||||||||||||||||||||||||
($.28
per share)
|
- | - | 20,000 | 20 | 5,016 | - | - | - | 5,036 | ||||||||||||||||||||||||
Loan
fee June 2009
|
|||||||||||||||||||||||||||||||||
($.27
per share)
|
- | - | 110,000 | 110 | 26,695 | - | - | - | 26,805 | ||||||||||||||||||||||||
Cash
June 2009
|
|||||||||||||||||||||||||||||||||
($.27
per share)
|
- | - | 100,000 | 100 | 26,900 | - | - | - | 27,000 | ||||||||||||||||||||||||
Convert
95,000 convertible
|
|||||||||||||||||||||||||||||||||
preferred
shares ($.351
|
|||||||||||||||||||||||||||||||||
per
share)
|
(95,000 | ) | (95 | ) | 10,857,142 | 10,857 | 3,800,095 | - | - | - | 3,810,857 | ||||||||||||||||||||||
Debt
settlement January
|
|||||||||||||||||||||||||||||||||
2009
through issuance
|
|||||||||||||||||||||||||||||||||
of
500,000, 3 year, stock
|
|||||||||||||||||||||||||||||||||
options
exercisable at
|
|||||||||||||||||||||||||||||||||
$.50
per share
|
- | - | - | - | 228,654 | - | - | - | 228,654 | ||||||||||||||||||||||||
Intrinsic
value of convertible
|
|||||||||||||||||||||||||||||||||
debt
issued March
2009
|
- | - | - | - | 14,365 | - | - | - | 14,365 | ||||||||||||||||||||||||
Intrinsic
value of convertible
|
|||||||||||||||||||||||||||||||||
debt
issued April 2009
|
- | - | - | - | 12,592 | - | - | - | 12,592 | ||||||||||||||||||||||||
Intrinsic
value of convertible
|
|||||||||||||||||||||||||||||||||
debt
issued May 2009
|
- | - | - | - | 5,036 | - | - | - | 5,036 | ||||||||||||||||||||||||
Intrinsic
value of convertible
|
|||||||||||||||||||||||||||||||||
debt
issued June 2009
|
- | - | - | - | 26,805 | - | - | - | 26,805 | ||||||||||||||||||||||||
Vesting
of stock options
|
|||||||||||||||||||||||||||||||||
March
2009
|
- | - | - | 87,236 | - | - | - | 87,236 | |||||||||||||||||||||||||
Vesting
of stock options
|
|||||||||||||||||||||||||||||||||
June
2009
|
- | - | - | - | 124,037 | - | - | - | 124,037 | ||||||||||||||||||||||||
Net
loss
|
- | - | - | (2,105,864 | ) | (2,105,864 | ) | ||||||||||||||||||||||||||
Balances
at June 30,
2009
(unaudited)
|
- | $ | - | 50,571,680 | $ | 50,572 | $ | 14,446,300 | $ | - | $ | (2,884,043 | ) | $ | (12,506,633 | ) | $ | (893,804 | ) |
The
accompanying notes are an integral part of these financial
statements
5
Advanced
Medical Isotope Corporation
(A
Development Stage Company)
Statements
of Cash Flow
(unaudited)
From
inception of
|
||||||||||||
development
stage on
|
||||||||||||
Six
months ended
|
Six
months ended
|
January 1, 2006 through | ||||||||||
June 30, 2009
|
June
30, 2008
|
June
30, 2009
|
||||||||||
CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||||||
Net
Loss
|
$ | (2,105,864 | ) | $ | (2,696,782 | ) | $ | (12,506,633 | ) | |||
Adjustments
to reconcile net loss to net cash
|
||||||||||||
used
by operating activities:
|
||||||||||||
Depreciation
of fixed assets
|
268,836 | 19,419 | 579,405 | |||||||||
Amortization
of licenses and intangible assets
|
12,500 | 621,479 | 2,713,257 | |||||||||
Amortization
of convertible debt discount
|
243,289 | - | 282,487 | |||||||||
Amortization
of prepaid expenses paid with stock
|
89,932 | 129,263 | 623,729 | |||||||||
Impairment
of intangible assets
|
- | - | 903,535 | |||||||||
Common
stock issued for services
|
33,600 | 221,700 | 1,777,312 | |||||||||
Stock
options issued for services
|
211,273 | 753,140 | 1,291,142 | |||||||||
Stock
issued for repairs and maintenance
|
- | - | 7,875 | |||||||||
Net
loss on settlement of debt
|
573,344 | - | 613,344 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable
|
21,207 | (5,940 | ) | (14,540 | ) | |||||||
Inventory
|
-9,175 | 20,012 | (16,275 | |||||||||
Prepaid
expenses
|
3,000 | (8,471 | - | |||||||||
Deposits
|
(235,000 | ) | (645 | ) | (390,408 | ) | ||||||
Accounts
payable
|
171,239 | 138,504 | 678,258 | |||||||||
Payroll
liabilities
|
(1,160 | ) | (44,790 | ) | 7,938 | |||||||
Stock
based consulting fees payable
|
(44,815 | ) | 115,325 | 167,829 | ||||||||
Accrued
interest rolled into notes payable
|
- | - | 142,375 | |||||||||
Accrued
interest
|
42,158 | - | 231,114 | |||||||||
Net
cash used by operating activities
|
(725,636 | ) | (737,786 | ) | (2,908,256 | ) | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
Cash
acquired from investment
|
- | - | 310,000 | |||||||||
Cash
used to acquire equipment
|
- | (1,515,232 | ) | (2,583,353 | ) | |||||||
Cash
used to acquire patents
|
(27,291 | ) | - | (51,885 | ) | |||||||
Cash
used to acquire intangible assets
|
- | - | (658,750 | ) | ||||||||
Net
cash used in investing activities
|
(27,291 | ) | (1,515,232 | ) | (2,983,988 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
Proceeds
received from bank line of credit
|
- | 179,000 | 219,908 | |||||||||
Payments
on line of credit
|
- | (20,000 | ) | (219,908 | ) | |||||||
Proceeds
from Washington Trust debt
|
- | - | 199,908 | |||||||||
Payments
on Washington Trust debt
|
(16,860 | ) | - | (22,169 | ) | |||||||
Proceeds
from capital lease
|
- | 1,473,305 | 2,445,156 | |||||||||
Principal
payments on capital lease
|
(126,727 | ) | (138,578 | ) | (433,030 | ) | ||||||
Proceeds
from convertible note
|
475,000 | - | 1,150,000 | |||||||||
Proceeds
from officers related party debt
|
22,800 | - | 70,800 | |||||||||
Payments
on officers related party debt
|
(22,800 | ) | - | (70,800 | ) | |||||||
Proceeds
received from shareholder loan
|
- | - | 80,000 | |||||||||
Proceeds
from cash sales of common shares
|
382,000 | 655,280 | 2,648,713 | |||||||||
Proceeds
from exercise of options and warrants
|
- | 72,500 | 125,000 | |||||||||
Proceeds
from subscription shares payable
|
- | - | 202,500 | |||||||||
Net
cash provided by financing activities
|
713,413 | 2,221,507 | 5,939,361 |
The
accompanying notes are an integral part of these financial
statements
6
Advanced
Medical Isotope Corporation
(A
Development Stage Company)
Statements
of Cash Flow
(unaudited)
Statements of Cash Flow (unaudited) -
continued
Net
increase (decrease) in cash and cash equivalents
|
(39,514 | ) | (31,511 | ) | 47,117 | |||||||
|
||||||||||||
Cash
and cash equivalents, beginning of
period
|
86,631 | 54,508 | - | |||||||||
|
||||||||||||
CASH AND CASH EQUIVALENTS, END
OF PERIOD
|
$ | 47,117 | $ | 22,997 | $ | 47,117 | ||||||
|
||||||||||||
|
||||||||||||
Supplemental
disclosures of cash flow information:
|
||||||||||||
Cash
paid for interest
|
$ | 181,870 | $ | 55,669 | $ | 226,144 | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements
7
Advanced
Medical Isotope Corporation
Notes
to Consolidated Financial Statements
For
the three months ended June 30, 2009 and the year ended December 31,
2008
NOTE
1: BASIS
OF PRESENTATION
The
accompanying condensed consolidated financial statements of the Company have
been prepared without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and disclosures required
by accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such rules and regulations. These
condensed consolidated financial statements reflect all adjustments that, in the
opinion of management, are necessary to present fairly the results of operations
of the Company for the period presented. The results of operations for the six
months ended June 30, 2009, are not necessarily indicative of the results that
may be expected for any future period or the fiscal year ending December 31,
2009.
Reclassification
Certain
expenses for the period ended June 30, 2008 were reclassified to conform with
the expenses for the period ended June 30, 2009.
NOTE
2: GOING
CONCERN
The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and satisfaction of liabilities in
the normal course of business. As shown in the accompanying financial
statements, the Company has suffered recurring losses and used significant cash
in support of its operating activities and the Company’s cash position is not
sufficient to support the Company’s operations. Historically, we have relied
upon outside investor funds to maintain our operations and develop our business.
We anticipate we will continue to require funding from investors for working
capital as well as business expansion during this fiscal year and we can provide
no assurance that additional investor funds will be available on terms
acceptable to us. These factors, among others, may indicate that the
Company will be unable to continue as a going concern for a reasonable time. In
addition, our ability to continue as a going concern must be considered in light
of the problems, expenses and complications frequently encountered by entrance
into established markets and the competitive environment in which we
operate.
We
anticipate a requirement of $3 million in funds over the next twelve months to
maintain current operation activities. In addition we anticipate a requirement
of approximately $7 million in funds over the next twelve months due to the
anticipation of adding additional staff in the future assuming we are successful
in selling our medical isotopes and/or the start of development by us on future
manufacturing sites or other projects. Currently we have $47,117 cash on hand
which means there will be an anticipated shortfall of nearly the full $10
million requirement in additional funds over the next twelve months. There are
currently commitments to vendors for products and services purchased, plus, the
employment agreements of the CFO and other employees of the company and our
current lease commitments that will necessitate liquidation of the Company if we
are unable to raise additional capital. The current level of cash is not enough
to cover the fixed and variable obligations of the Company.
Assuming
we are successful in our sales/development effort we believe that we will be
able to raise additional funds through the sale of our stock to either current
or new shareholders. There is no guarantee that we will be able to raise
additional funds or to do so at an advantageous price.
The
financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company’s
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis and ultimately to
attain profitability. The Company plans to seek additional funding to
maintain its operations through debt and equity financing and to improve
operating performance through a focus on strategic products and increased
efficiencies in business processes and improvements to the cost
structure. There is no assurance that the Company will be successful
in its efforts to raise additional working capital or achieve profitable
operations. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
8
Advanced
Medical Isotope Corporation
Notes
to Consolidated Financial Statements
For
the three months ended June 30, 2009 and the year ended December 31,
2008
NOTE
3: FIXED
ASSETS
Fixed assets consist of the following
at June 30, 2009 and December 31, 2008:
June
30, 2009
|
December
31, 2008
|
|||||||
Production
equipment
|
$
|
2,113,218
|
$
|
2,113,218
|
||||
Building
|
446,772
|
446,772
|
||||||
Leasehold
improvements
|
3,235
|
3,235
|
||||||
Office
equipment
|
20,128
|
20,128
|
||||||
2,583,353
|
2,583,353
|
|||||||
Less
accumulated depreciation
|
(579,404
|
)
|
(310,569
|
)
|
||||
$
|
2,003,949
|
$
|
2,272,784
|
Accumulated
depreciation related to fixed assets is as follows:
June
30, 2009
|
December
31, 2008
|
|||||||
Production
equipment
|
$
|
464,081
|
$
|
252,759
|
||||
Building
|
109,413
|
54,707
|
||||||
Office
equipment
|
4,977
|
2,543
|
||||||
Leasehold
improvements
|
933
|
560
|
||||||
$
|
579,404
|
$
|
310,569
|
Depreciation
expense for the above fixed assets for the six months ended June 30, 2009 and
the six months ended June 30, 2008, respectively, was $268,836 and
$19,419.
NOTE
4: INTANGIBLE
ASSETS
|
||||||||
Intangible
assets consist of the following at June 30, 2009 and December 31,
2008:
|
||||||||
June
30, 2009
|
December
31, 2008
|
|||||||
Intellectual
property
|
$ | - | $ | 250,750 | ||||
Contracts
and agreements
|
- | 213,000 | ||||||
Customer
lists
|
- | 195,000 | ||||||
License
Fee
|
75,000 | 2,972,625 | ||||||
Patents
|
51,885 | 24,594 | ||||||
126,885 | 3,655,969 | |||||||
Less
accumulated amortization
|
(60,417 | ) | (2,700,757 | ) | ||||
Less
Impairment Expense
|
- | (903,535 | ) | |||||
Intangible
assets net of accumulated amortization
|
$ | 66,468 | $ | 51,677 | ||||
|
||||||||
Amortization
expense for the above intangible assets for the six months ended June 30, 2009
and the six months ended June 30, 2008, respectively, was $12,500 and
$621,479.
9
Advanced
Medical Isotope Corporation
Notes
to Consolidated Financial Statements
For
the three months ended June 30, 2009 and the year ended December 31,
2008
NOTE
5: RELATED
PARTY TRANSACTIONS
Indebtedness
from related parties
The
Company had a $200,000 revolving line of credit with Washington Trust Bank that
was to expire in September 2009. The Company had $199,908 in borrowings under
the line of credit as of October 28, 2008 at which time it was paid off and
replaced with a loan from two of the major shareholders. The loan calls for
$4,066 monthly payments, including 8% interest, beginning November 30, 2008,
with a balloon payment for the balance at October 31, 2009. There is no security
held as collateral for this loan. As of June 30, 2009, the balance was $177,739
and all payments were current on this shareholder loan.
During
the first three months of 2009 the Company received a total of $22,800 from a
shareholder and officer in the form of a loan and the Company repaid $4,700 of
this loan, leaving a balance of $18,100 as of March 31, 2009. All of the $18,100
balance was repaid in April 2009. There was no interest obligation on this loan
to the Company.
Rent
expenses
The
Company began renting office and warehouse space, known as the Production
Facility, effective August 1, 2007, located in Kennewick, Washington from a
shareholder holding less that 5% of the total shares outstanding. The lease
agreement calls for monthly rental payments starting at $3,500, increasing every
August 1st until
they become $4,762 as of August 1, 2011. During the six months ended June 30,
2009 and the six months ended June 30, 2008 the Company incurred rent expenses
for this facility totaling $22,680 and $21,000 respectively. In addition, the
lease agreement called for the issuance of $187,500 in common stock valued at
$.40 per share for a total of 416,667 shares. The company recognized the
issuance of all 416,667 shares in 2007 and will amortize the $187,500 value of
that stock over the sixty month term of the lease. For the six months ended June
30, 2009 and the six months ended June 30, 2008 the Company amortized $18,750
and $18,750, respectively, of this stock issuance and recognized it as rent
expense.
Additionally,
in June 2008, the Company entered into a twelve month lease for its corporate
offices with three four month options to renew, but in no event will the lease
extend beyond May 31, 2010. The lease agreement calls for monthly rental
payments of $5,061 per month. During the six months ended June 30, 2009 and the
six months ended June 30, 2008 the Company incurred rent expenses for this
facility totaling $30,368 and $1,339, respectively.
Future
minimum rental payments required under the Company’s current rental agreements
in excess of one year as of June 30, 2009, are as follows:
Production
|
Corporate
|
|||||||||||
Facility
|
Offices
|
Total
|
||||||||||
Twelve
months ended June 30, 2010
|
$
|
48,686
|
$
|
55,675
|
$
|
104,361
|
||||||
Twelve
months ended June 30, 2011
|
52,581
|
-
|
52,581
|
|||||||||
Twelve
months ended June 30, 2012
|
56,788
|
-
|
56,788
|
|||||||||
Twelve
months ended June 30, 2013
|
4,672
|
-
|
4,672
|
|||||||||
Total
|
$
|
162,727
|
$
|
55,675
|
$
|
218,402
|
Rental
expense for the six months ended June 30, 2009 and the six months ended June 30,
2008 consisted of the following:
Six
Months ended June 30,
2009
|
Six
Months ended June 30,
2008
|
|||||||
Office
and warehouse lease effective August 1, 2007
|
||||||||
Monthly
rental payments
|
$ | 22,680 | $ | 21,000 | ||||
Rental
expense in the form of stock issuance
|
18,750 | 18,750 | ||||||
Corporate
office
|
30,368 | 1,339 | ||||||
Total
Rental Expense
|
$ | 70,798 | $ | 41,089 |
10
Advanced
Medical Isotope Corporation
Notes
to Consolidated Financial Statements
For
the three months ended June 30, 2009 and the year ended December 31,
2008
NOTE
6: PREPAID
EXPENSES PAID WITH STOCK
The
Company has issued stock to companies for various service agreements extending
beyond June 30, 2009; however all of which are expected to expire sometime
within the next twelve months. Additionally, the Company issued stock for
prepaid rent which will expire annually through July 2012 at the rate of $37,500
per year. Prepaid Expenses are expected to mature as follows:
For
the twelve month period ending June 30, 2010
|
$
|
84,897
|
||
For
the twelve month period ending June 30, 2011
|
37,500
|
|||
For
the twelve month period ending June 30, 2012
|
37,500
|
|||
For
the twelve month period ending June 30, 2013
|
3,125
|
|||
$
|
163,022
|
NOTE
7: INCOME
TAXES
At June
30, 2009, the Company has net operating loss carry forwards available to offset
future taxable income if any of approximately $12,500,000, which will begin to
expire in 2028. The utilization of the net operating loss carry forwards is
dependent upon the tax laws in effect at the time the net operating loss carry
forwards can be utilized. The Tax Reform Act of 1986 significantly limits the
annual amount that can be utilized for certain of these carry forwards as a
result of the changes in ownership.
In July
2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes – and interpretation of FASB Statement No. 109” (“FIN 48”), which
clarifies the accounting and disclosure for uncertainty in tax positions, as
defined. FIN 48 seeks to reduce the diversity in practice associated with
certain aspects of the recognition and measurement related to accounting for
income taxes. The Company is subject to provisions of FIN 48 as of January 1,
2007, and has analyzed filing positions in all of the Federal and state
jurisdictions where it is required to file income tax returns. Upon review of
the Company’s historical tax filings and consultation with its tax advisors, the
Company believes that it has taken tax positions in preceding years that could
potentially result in reductions to its cumulative net operating loss
carry-forwards of approximately $1,395,015. The Company is subject to audit by
the IRS and the State of Delaware for the prior three years.
The
Company, as a matter of policy, would record any interest and penalties
associated with taxes as a component of income tax expenses.
NOTE
8: CAPITAL
LEASES
The
Company was in default on the capital lease obligation as of December 31, 2008
due to failure to maintain the minimum debt service coverage ratio identified in
the Lease by an amount of $35,000 as per notice from the debtor. The Company
believed at the time of the issuance of the December 31, 2008 financial
statements that it had remedied the default which existed at year end.
Accordingly the Company had recorded a current and long term portion of the
capital leases. Subsequent to the issuance of the December 31, 2008 financial
statements, the Company has determined that more likely than not that it is in
default of the terms of the capital leases. Accordingly it has recorded the
entire value of the leases as a current obligation.
11
Advanced
Medical Isotope Corporation
Notes
to Consolidated Financial Statements
For
the three months ended June 30, 2009 and the year ended December 31,
2008
NOTE
9: STOCKHOLDERS’
EQUITY
Common
stock sale
In March
2009 the Company issued 37,037 shares for cash of $10,000 at $.27 per
share.
In March
2009 the Company issued 1,500,000 shares for cash of $225,000 at $.15 per share.
The Company granted 750,000 warrants in conjunction with this transaction. The
warrants have an exercise price of $0.15 and a two year life.
In April
2009 the Company issued 55,556 shares for cash of $15,000 at $.27 per
share.
In April
2009 the Company issued 525,000 shares for cash of $105,000 at $.20 per share.
The Company granted 525,000 warrants in conjunction with this transaction. The
warrants have an exercise price of $0.40 and a one year life.
In June
2009 the Company issued 100,000 shares for cash of $27,000 at $.27 per
share.
Preferred
stock
The
Company issued 95,000 shares of preferred stock in September, 2006 to Utek
Corporation for the Company’s purchase of technology from Utek. A board member
of the Company acquired the 95,000 shares of the Company’s Series A Preferred
Stock from Utek in February 2009. In March 2009 the board member
converted the 95,000 shares of the Company’s Series A Preferred Stock and the
related accrued interest into 10,857,142 shares of the Company’s common stock.
The value of the transaction totaled $3,810,857 based on common stock’s average
closing price for the ten trading days before the date of conversion of $0.351
per share. The Company’s Preferred Stock Redeemable as Common
liability was reduced by $3,182,405, accrued interest was reduced by $171,628,
preferred stock was reduced by $95, and a loss on settlement of debt of $456,823
has been recognized in the accompanying financial statements for the three
months ended March 31, 2009.
Common
stock issued for services and debt settlement
During
January 2009, the Company issued 190,000 shares of its common stock in payment
of accounts payable for business consulting services. The value of the
transaction totaled $51,300 based on the quoted market price of stock on the
transaction date, or $.27 per share. The company’s accounts payable was reduced
by $52,500 and a gain on settlement of debt of $1,200 has been recognized in the
accompanying financial statements for the three months ended March 31,
2009.
During
February 2009, the Company issued 80,000 shares of its common stock in exchange
for business consulting services. The value of the transaction totaled $33,600
based on the quoted market price of stock on the transaction date, or $.42 per
share. Stock-based compensation expense of $33,600 has been recognized in the
accompanying financial statements for the three months ended March 31,
2009.
During
March 2009, the Company issued 150,000 shares of its common stock in payment of
accounts payable for business consulting services. The value of the transaction
totaled $52,500 based on the quoted market price of stock on the transaction
date, or $.35 per share. The Company’s account payable was reduced by $50,000
and loss on settlement of debt of $2,500 has been recognized in the accompanying
financial statements for the three months ended March 31, 2009.
During
March 2009, the Company issued 33,333 shares of its common stock in payment of
accounts payable for business consulting services. The value of the transaction
totaled $11,667 based on the quoted market price of stock on the transaction
date, or $.35 per share. The Company’s accounts payable was reduced by $12,000
and gain on settlement of debt of $333 has been recognized in the accompanying
financial statements for the three months ended March 31, 2009.
During
March 2009, the Company issued 25,000 shares of its common stock in exchange for
business consulting services. The value of the transaction totaled $8,750 based
on the quoted market price of stock on the transaction date, or $.35 per share.
Stock-based compensation expense of $8,750 has been recognized in the
accompanying financial statements for the three months ended March 31,
2009.
12
Advanced
Medical Isotope Corporation
Notes
to Consolidated Financial Statements
For
the three months ended June 30, 2009 and the year ended December 31,
2008
NOTE
9: STOCKHOLDERS’ EQUITY – continued
During
April 2009, the Company issued 50,000 shares of its common stock in exchange for
rent. The value of the transaction totaled $15,500 based on the quoted market
price of stock on the transaction date, or $.31 per share. Rental expense of
$3,875 has been recognized in the accompanying financial statements for the six
months ended June 30, 2009. The remaining $11,625 has been recorded in pre-paid
expenses at June 30, 2009, and will be amortized to rent expense over the next
nine months.
Common
stock issued for convertible debt
In March
of 2009, the Company issued 40,000 shares of its common stock and a convertible
promissory note in the amount of $100,000 with interest payable at 10% per
annum. The Note matures in March of 2010. The entire outstanding principal
balance and any outstanding fees or interest is due and payable in full on the
Maturity Date. At the option of the holder, the note and interest is
convertible into the Company’s common stock at $0.30 per share. The
value of the $100,000 debt plus the $0.35 fair market value of the 40,000 shares
at the date of the agreement was prorated to arrive at the allocation of the
original $100,000 debt and the value of the 40,000 shares and the beneficial
conversion feature. The computation resulted in an allocation of
$74,603 toward the debt and $11,032 to the shares and $14,365 to the beneficial
conversion feature. The $11,032 value of the shares and the $14,365
value of the beneficial conversion feature are then amortized to interest over
the twelve month life of the debt. Interest expense of $7,407 has
been recognized in the accompanying financial statements for the six months
ending June 30, 2009.
In April
of 2009, the Company issued 20,000 shares of its common stock and a convertible
promissory note in the amount of $50,000 with interest payable at 10% per annum.
The Note matures in April of 2010. The entire outstanding principal balance and
any outstanding fees or interest is due and payable in full on the Maturity
Date. At the option of the holder, the note and interest is
convertible into the Company’s common stock at $0.31 per share. The
value of the $50,000 debt plus the $0.31 fair market value of the 20,000 shares
at the date of the agreement was prorated to arrive at the allocation of the
original $50,000 debt and the value of the 20,000 shares and the beneficial
conversion feature. The computation resulted in an allocation of
$31,268 toward the debt and $6,140 to the shares and $12,592 to the beneficial
conversion feature. The $6,140 value of the shares and the $12,592
value of the beneficial conversion feature are then amortized to interest over
the twelve month life of the debt. Interest expense of $833 has been
recognized in the accompanying financial statements for the six months ending
June 30, 2009.
In May of
2009, the Company issued 20,000 shares of its common stock and a convertible
promissory note in the amount of $50,000 with interest payable at 10% per annum.
The Note matures in May of 2010. The entire outstanding principal balance and
any outstanding fees or interest is due and payable in full on the Maturity
Date. At the option of the holder, the note and interest is
convertible into the Company’s common stock at $0.28 per share. The
value of the $50,000 debt plus the $0.28 fair market value of the 20,000 shares
at the date of the agreement was prorated to arrive at the allocation of the
original $50,000 debt and the value of the 20,000 shares and the beneficial
conversion feature. The computation resulted in an allocation of
$39,928 toward the debt and $5,036 to the shares and $5,036 to the beneficial
conversion feature. The $5,036 value of the shares and the $5,036
value of the beneficial conversion feature are then amortized to interest over
the twelve month life of the debt. Interest expense of $520 has been recognized
in the accompanying financial statements for the six months ending June 30,
2009.
In June
of 2009, the Company issued 110,000 shares of its common stock and a convertible
promissory note in the amount of $275,000 with interest payable at 10% per
annum. The Note matures in June of 2010. The entire outstanding principal
balance and any outstanding fees or interest is due and payable in full on the
Maturity Date. At the option of the holder, the note and interest is
convertible into the Company’s common stock at $0.27 per share. The value of the
$275,000 debt plus the $0.27 fair market value of the 110,000 shares at the date
of the agreement was prorated to arrive at the allocation of the original
$275,000 debt and the value of the 110,000 shares and the beneficial conversion
feature. The computation resulted in an allocation of $221,390 toward
the debt and $26,805 to the shares and $26,805 to the beneficial conversion
feature. The $26,805 value of the shares and the $26,805 value of the
beneficial conversion feature are then amortized to interest over the twelve
month life of the debt. Interest expense of $1,720 has been recognized in the
accompanying financial statements for the six months ending June 30,
2009.
13
Advanced
Medical Isotope Corporation
Notes
to Consolidated Financial Statements
For
the three months ended June 30, 2009 and the year ended December 31,
2008
NOTE
9: STOCKHOLDERS’ EQUITY –
continued
Common
stock options
Options
granted to non-employees, accounted for under the fair value method
During
February 2009, the Company granted three consultants options to purchase 500,000
shares of the Company’s common stock, at an exercise price of $.50 per share.
The options are fully vested and expire February 5, 2012. The quoted market
price of the common stock at the time of issuance of the options was $.49 per
share. The Company valued the options in accordance with SFAS 123(R). The fair
value of the options totaled $228,654 using the Black-Scholes option pricing
model. The Company’s accounts payable was reduced by $79,500 and a
loss on settlement of debt of $149,154 has been recognized in the accompanying
financial statements for the three months ended March 31, 2009.
The fair
value of the options was estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions:
Risk-free
interest rate
|
1.37
|
%
|
||
Dividend
yield
|
0.00
|
%
|
||
Volatility
factor
|
211.2
|
%
|
||
Weighted
average expected life
|
3
years
|
During
May 2009, the Company granted a board member options to purchase 200,000 shares
of the Company’s common stock, at an exercise price of $.26 per share. The
options are fully vested and expire May 8, 2012. The quoted market price of the
common stock at the time of issuance of the options was $.26 per share. The
Company valued the options in accordance with SFAS 123(R). The fair value of the
options totaled $36,800 using the Black-Scholes option pricing
model.
The fair
value of the options was estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions:
Risk-free
interest rate
|
1.39
|
%
|
||
Dividend
yield
|
0.00
|
%
|
||
Volatility
factor
|
120.2
|
%
|
||
Weighted
average expected life
|
3
years
|
The
following schedule summarizes the changes in the Company’s stock option
plan:
Weighted
|
Weighted
|
|||||||||||||||||||
Options Outstanding
|
Average
|
Average
|
||||||||||||||||||
Number
|
Exercise
|
Remaining
|
Aggregate
|
Exercise
|
||||||||||||||||
Of
|
Price
|
Contractual
|
Intrinsic
|
Price
|
||||||||||||||||
Shares
|
Per
Share
|
Life
|
Value
|
Per
Share
|
||||||||||||||||
Balance
at December 31, 2008
|
5,609,021
|
$
|
0.15-1.05
|
1.52
years
|
$
|
424,138
|
$
|
0.75
|
||||||||||||
Options
granted
|
1,975,000
|
0.15-0.50
|
2.80
years
|
-
|
0.29
|
|||||||||||||||
Options
exercised
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Options
expired
|
(2,804,021
|
)
|
0.17-1.05
|
-
|
(89,138
|
)
|
-
|
|||||||||||||
Balance
at June 30, 2009
|
4,780,000
|
$
|
0.15-1.05
|
1.98years
|
$
|
485,000
|
$
|
0.46
|
||||||||||||
Exercisable
at December 31, 2008
|
5,609,021
|
$
|
0.15-1.05
|
1.52
years
|
$
|
424,138
|
$
|
0.75
|
||||||||||||
Exercisable
at June 30, 2009
|
4,780,000
|
$
|
0.17-1.05
|
1.98
years
|
$
|
485,000
|
$
|
0.46
|
14
Advanced
Medical Isotope Corporation
Notes
to Consolidated Financial Statements
For
the three months ended June 30, 2009 and the year ended December 31,
2008
NOTE
10: SUPPLEMENTAL
CASH FLOW INFORMATION
During
the six months ended June 30, 2008, the Company had the following non-cash
investing and financing activities:
|
·
|
Decreased
Common Stock Subscriptions Payable by $185,688 and increased common stock
by $826 and increased paid in capital by
$184,862.
|
During
the six months ended June 30, 2009, the Company had the following non-cash
investing and financing activities:
|
·
|
Decreased
trade accounts payable by $114,500 and increased paid in capital by
$115,093 and increased common stock by $373 and decreased loss on
settlement of debt by $966.
|
|
·
|
Decreased
Accrued Interest Payable by $171,628 and decreased Preferred Stock
Redeemable by $3,182,405 and decreased Preferred Stock by $95 and
increased Paid In Capital by $3,800,095 and increased Common Stock by
$10,857 and increased loss on settlement of debt by
$456,824.
|
NOTE
11: SUBSEQUENT EVENTS
In July
2009 the Company issued 50,000 shares to a consultant for services valued at
$0.28 per share or $14,000.
In August
the Company issued 500,000 shares to a consultant for a two year consulting
agreement valued at $.30 per share or $150,000.
The
Company has evaluated its subsequent events as of August 18, 2009 which is the
date the financial statements were available to be published.
15
Item 2. Management’s Discussion and Analysis
or Plan of Operation.
Advanced
Medical Isotope Corporation (the “Company”) was incorporated under the laws of
Delaware on December 23, 1994 as Savage Mountain Sports Corporation (“SMSC”) for
the purpose of acquiring or investing in businesses which were developing and
marketing active sports products, equipment, and apparel. In April 2000, Earth
Sports Products, Inc (“ESP”), a corporation registered in Washington, merged
with SMSC. In April 2000, HHH Entertainment, Inc (“HHH”), a Nevada corporation,
merged with SMSC. As of the date of merger, HHH was the only stockholder of
SMSC.
The
Company has had limited activity since inception and was considered dormant from
the period May 1, 2000 through December 31, 2005. On September 6, 2006, the
Company changed its name to Advanced Medical Isotope Corporation. The
Company began planned principal operations in August 2007, but has not
generated significant revenue. The Company plans to wholesale medical isotopes
as well as to develop, produce and market medical isotopes.
On
September 27, 2006, the Company acquired the assets of Neu-Hope
Technologies, Inc (“NHTI”), a Florida corporation and a subsidiary of UTEK
Corporation (“UTEK”), a Delaware Corporation, and $310,000 from UTEK for 100,000
shares of Series A Preferred Stock. 95,000 shares of Series Preferred
Stock were issued to UTEK and 5,000 shares were issued to Aware Capital
Corporation. At any time after September 27, 2007, UTEK’s 100,000
Series A Preferred Stock shares can be converted to our Common Stock in the
amount of $3,350,000. The number of Common Stock shares shall be calculated
based on the previous 10-day average closing price on the day of conversion. As
of the end of trading on December 31, 2008, the 10-day average closing price was
$0.422. In December 2007, 5,000 shares of the Company’s Series A preferred
stock were converted to 299,642 shares of common stock at $.559 per share by
Aware Capital Corporation. UTEK can then receive 7,541,469 shares of
our Common Stock for its 95,000 shares of Series A Preferred Stock.
In March
2009 one of the members of the Board of Directors converted 95,000 shares of the
Company’s Series A Preferred Stock into 10,857,142 shares of the Company’s
common stock. The board member acquired the Company’s Series A Preferred Stock
from UTEK in February 2009. The Series A Preferred Stock conversion was based on
the Company’s common stock’s average closing price for the ten trading days
before the date of conversion.
The
Company conducted the acquisition in order to obtain cash and NHTI’s
technology. UTEK provides its clients with externally developed
technologies from universities, university incubators, federal labs, medical
centers, and corporate research laboratories worldwide. To effectuate a
technology transfer, such as our purchase of NHTI, UTEK creates a newly formed
company to acquire a new technology from a university, medical center,
corporation or federal research laboratory and then sell this newly formed
company to a client, such as Advanced Medical Isotope Corporation for securities
or cash.
16
Item 2. Management’s Discussion and Analysis
or Plan of Operation - continued
Organizational
History - continued
The
assets acquired by the Company were recorded at the value which the preferred
stock can be converted into common stock, $3,350,000, as follows:
As
of
September
27, 2006
|
||||
Cash
|
$
|
310,000
|
||
License
fee
|
3,040,000
|
|||
Net
assets acquired
|
$
|
3,350,000
|
The
Company did not have any relationship with UTEK before the acquisition of Neu
Hope Technologies. UTEK is a public corporation. It is our
understanding that Dr. Clifford M. Gross, PhD, Chairman and Chief Executive
Officer, Ms. Carole R. Wright, Chief Financial Officer and Mr. Douglas
Schaedler, Chief Operating Officer, make the investment decisions on behalf of
UTEK.
UTEK, a
publicly-held corporation, also entered into a technology transfer agreement
with Manakoa Services Corporation. Manakoa Services Corporation has
recently changed its name to TeslaVision Corporation. Mr. Katzaroff
is an officer and a director of TeslaVision Corporation. TeslaVision
Corporation is not a shell company but is not current in its
reporting. Other than Mr. Katzaroff’s service as an officer of both
corporations, there is no relationship between TeslaVision Corporation and
Advanced Medical Isotope Corporation.
On June
13, 2007, the Company acquired the assets of the life sciences business segment
of Isonics Corporation (Isonics), a California corporation. Isonics is a
non-related business of the Company and neither company owns stock in the other.
The Company acquired the assets in exchange for $850,000 cash payment for the
purpose of combining the assets into our business of marketing medical isotopes.
The assets acquired consist of intellectual property, agreements with third
party companies for purchase and marketing of isotopes, customer lists, and
equipment located in Buffalo, New York. Intellectual property, agreements with
third parties and customer lists are stated at the Companies estimation of fair
market value at the time of acquisition. None of the acquired assets hold
any ongoing liabilities or contractual obligations that would result in
additional cash transactions required by the Company.
Based on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has a limited amount of revenue which has accumulated
deficits since inception. If we cannot obtain sufficient funding, we may
have to delay the implementation of our business
strategy.
General
Description
We are
engaged in the production and distribution of medical isotopes and medical
isotope technologies that are changing the practice of medicine
and ushering in a new era of improved patient care. Isotopes are
a form of chemical element with the same atomic number as another element
but with a different atomic mass. Medical isotopes are used in
molecular imaging, therapy, and nuclear medicine to diagnose, manage and treat
diseases.
Currently,
more than 15 million nuclear medicine procedures are performed each year in the
U.S. Approximately one-third of all patients admitted to U.S. hospitals
undergo at least one medical procedure that employs the use of medical
isotopes.
We employ
innovative production methods to offer a wide range of reliable, domestically
produced medical isotopes as well as in vivo delivery
systems to aid medical practitioners and medical researchers in the
timely diagnosis and effective treatment of diseases such as cancer, heart
disease, neurological disorders, and many other medical
conditions.
Our
objective is to empower physicians, medical researchers, and ultimately,
patients, by providing them with essential medical isotopes that, until now,
have not been practical or economical to produce, in an effort to
detect, manage, and cure human disease, and improve the lives of
patients.
17
Item 2. Management’s
Discussion and Analysis or Plan of Operation - continued
Products
We
currently offer the following products
Stable
Isotopes:
We
currently offer worldwide distribution of O-18 enriched water and a wide
range of other stable isotopes. Our product line includes stable
isotopes of the following elements: Antimony, Barium, Cadmium, Calcium, Cerium,
Chromium, Copper, Dysprosium, Erbium, Europium, Gadolinium, Gallium, Germanium,
Hafnium, Indium, Iron, Krypton, Lanthanum, Lead, Lutetium, Magnesium, Mercury,
Molybdenum, Neodymium, Nickel, Osmium, Palladium, Platinum, Potassium, Rhenium,
Rubidium, Ruthenium, Samarium, Selenium, Silicon, Silver, Strontium, Sulphur,
Tellurium, Thallium, Tin, Titanium, Tungsten, Vanadium, Xenon, Ytterbium, Zinc,
and Zirconium.
Many of
our products are used in connection with Positron Emission Tomography
(“PET”). In cancer, changes in biochemistry occur before tumor mass
forms. As a result, PET can often identify the presence of disease earlier than
a test which looks for a tumor mass. Isotopes identified by PET
include radiopharmaceutical Fluorodeoxyglucose (“FDG”), a sugar compound that is
labeled with radioactive fluoride.
Radio
Pharmaceuticals:
F-18 FDG: We currently offer
regional distribution of F-18 FDG from our Kennewick, WA production
facility. Other regional production facilities are planned throughout
the U.S. and abroad, including Los Angeles, Oahu, Idaho and
Montana.
Indium-111: We plan to
offer Indium Chloride and Indium Oxine during the first six months of
2010.
Radio
Chemicals:
F-18: We currently offer
regional distribution of F-18 from our Kennewick, WA production
facility. Other regional production facilities are planned
throughout the U.S. and abroad. This is the primary PET imaging
isotope. It is used for medical and diagnostic purposes, such as cancer
detection, heart imaging, and brain imaging.
Iodine-124: This
is a radiotracer primarily used in PET imaging and to create images of human
thyroid. Other treatment uses include apoptosis, cancer biotherapy, glioma,
heart disease, mediastinal micrometastases, and thyroid cancer.
Indium-111: We
currently offer In-111 Chloride bulk solution for U.S. distribution.
This radio chemical is used for infection imaging, cancer treatments, and tracer
studies.
Strontium-82: Used as a
myocardial imaging agent, early detection of coronary artery disease, PET
imaging, blood flow tracers
Germanium-68: It is used for
study of thrombosis and atherosclerosis, PET imaging, detection of pancreatic
cancer, and attenuation correction.
Actinium-225: Used for
advanced research in therapy of leukemia and other cancers. It holds great
promise for treating HIV/AIDS.
Generators:
Strontium-82/Rubidium-82
generators: Used as a myocardial imaging agent, early detection of
coronary artery disease, PET imaging, blood flow tracers.
Germanium-68/Gallium-68
generators: It is used for study of thrombosis and atherosclerosis,
PET imaging, detection of pancreatic cancer, and attenuation
correction.
Actinium-225/Bismuth-213
generators: Actinium-225
is the parent of Bismuth-213, an isotope which has been used in animal trials to
kill human HIV virus. Bismuth-213 has been used in human
clinical trials for the treatment of Acute Myelogenous Leukemia
(AML).
18
Item 2. Management’s Discussion and Analysis
or Plan of Operation - continued
Products
- continued
Within
the next three years, we intend to offer the following isotopes:
Carbon-11: Used in
cancer diagnosis/staging. Radiotracer in PET scans to study normal/abnormal
brain functions related to various drug addictions and is also used to
evaluate disease such as Alzheimer’s, epilepsy, Parkinson’s and heart
disease.
Cobalt-57: Used
for gamma camera calibration. Also used as radiotracer in research and a
source for X-ray fluorescence spectroscopy.
Copper-64: PET scanning,
planar imaging, SPECT imaging, dosimetry studies, cerebral and myocardial
blood flow. This isotope is used in stem cell research, and cancer
treatments.
Iodine-123: Used
in brain, thyroid, kidney, and myocardial imaging, cerebral blood flow
(ideal for imaging) and neurological disease (Alzheimer's).
Molybdenum-99 / Technitium
99: It is the favored choice among medical professionals
because its chemical properties allow it to be bonded to many different chemical
materials, thus allowing use for a wide variety of diagnoses.
Thallium-201: Used
in clinical cardiology, heart imaging, myocardial perfusion studies and
cellular dosimetry.
Manufacturing
The
cornerstone equipment selected for our production center is a proton linear
accelerator. Our proton linear accelerator is designed to replace large
and demanding cyclotron systems for the production of positron emitting
isotopes. Large amounts of fluorine-18, carbon-11, nitrogen-13, and oxygen-15
can be produced for synthesis into compounds used in oncology, cardiology,
neurology, and molecular imaging. The radio-labeled glucose analog, FDG, can be
synthesized and distributed for use in Positron Emission
Tomography.
Based on
our experience in the industry, it is our belief that no other
accelerator in North America has sufficient flexibility to produce the
full spectrum of PET imaging radioisotopes, as well as other high-demand
isotopes, both short and long lived, for diagnostic and therapeutic
applications.
We are
also engaged in a number of collaborative efforts with U.S. national
laboratories and universities, along with several international teaming
partners. These collaborative effort projects include complementary
isotope manufacturing technologies as well as isotope devices. We
have entered into agreements to produce isotopes at
Idaho State University, the University of Missouri at Columbia, the
State University of New York at Buffalo, and the University of Utah. These
regional university centers will allow us to become a local supplier for the
short-lived isotopes like Fluorine 18 as well as being a domestic supplier of
several other isotopes in demand by the medical community.
In
November 2007, we entered into an agreement with the Idaho Accelerator Center
(IAC), located on the campus of Idaho State University in Pocatello, ID, to
create a regional medical isotope production center. The IAC will
investigate the production of a variety of isotopes at IAC facilities and we
will proceed with conceptual planning for production facility
development. We intend to use the IAC to develop and manufacture
medical isotopes.
In
January 2008, we entered into a five-year agreement with Central
Pharmaceutical Services, Inc. (“CRS”) for the joint production and marketing of
Indium-111, an isotope used in specialized diagnostic imaging applications. CRS
is an advanced biomedical research and development facility established by the
State University of New York at Buffalo. By labeling In-111 to antibodies and
peptides that transport it to specific parts of the body, physicians can image
colorectal cancer, prostate cancer, and neuro-endocrine tumors. In-111 can also
be used to radiolabel white blood cells, platelets and red blood cells for
diagnostic purposes. The comprehensive agreement with CRS is designed
to enable us to complement production capacity of a variety of high-value
medical isotopes with our Kennewick, Wash. facility. Several other
radio-chemicals are also under consideration for production in the near future
at the Buffalo, N.Y. facility. The agreement with CRS allows for the
initial product to be Indium-111, a radioisotope produced from the stable
isotope cadmium-112. CRS will provide irradiation facilities as well as
production expertise and chemical syntheses.
19
Item 2. Management’s Discussion and Analysis
or Plan of Operation - continued
Manufacturing -
continued
In May
2008, we entered into a research agreement with the University of Utah related
to the use of brachytherapy seeds for cancer treatments. Pursuant to
the research agreement, we will pay total project costs that will not exceed
$45,150. We hope to work with the University of Utah to develop and
manufacture cancer treatments using brachytherapy seeds.
In June
2008, we entered into a research agreement with the University of Missouri
related to the production of radio isotopes. Pursuant to the research
agreement, we will pay total project costs that will not exceed
$75,000. We also entered into an option agreement in June 2008 with
the University of Missouri. The option agreement gives us a one-year
option to enter into a licensing agreement to utilize certain intellectual
property held by the University of Missouri for the production of medical,
research, and industrial radioisotopes. If the University of
Missouri’s intellectual property functions as early analysis have indicated,
this production facility could be a manufacturing source of critical health care
radio isotopes.
Customers
Our
customers include a broad range of hospitals, universities, research centers and
national laboratories, in addition to academic and government
institutions. These customers are located in essentially all major
U.S. and international markets. In July 2008, we began production of
F-18 in our production facilities in Kennewick, Washington. Sales of
F-18 for the quarter ended June 30, 2009 totaled approximately 61% of total
revenue.
The
company is also working with United Pharmacy Partners Inc (UPPI). UPPI has a
network of approximately 120 nuclear pharmacies within the United States. We
have entered into an affiliation agreement with UPPI to provide to the UPPI
network preferred prices and special terms and conditions for certain products
that we anticipate to manufacture or re-sell during 2009 and 2010.
Competitors
The
suppliers of radioisotopes for diagnosis, treatment, and research for a wide
variety of diseases, in particular cancer, vary in size and product
offerings. Competition is limited because there are many
complications and regulatory hurdles, including licensing, government approvals
and capital outlays associated with starting an isotope company. Many
current competitors are international companies.
Further,
competition is limited as some competitors are closing their facilities or
limiting their production. In November 2007, Canadian supplier MDS Nordion was
forced to shut down its radioisotope production facility. At one time, the U.S.
government was supposed to be the source of medical isotopes, but over the
course of the last two decades, it has either closed or failed to adequately
fund its production facilities.
About 90%
of all the non PET radioisotopes used in the United States are imported from two
companies. Approximately half of these were imported directly from
the now-defunct MDS Nordion plant and the other half supplied by Covidien
(formerly Mallinkrodt). The remaining 10% that are produced in the
United States are manufactured in a fragmented, piecemeal manner with companies
producing a single isotope instead of a wide variety.
Employees
As
of June 30, 2009, we had five full time employees. At any given time,
we utilize eight to ten contract employees to assist with the company
operations. We do not have a collective bargaining agreement with any
of our employees and we believe our relations with our employees are
good.
20
Item 2. Management’s Discussion and Analysis
or Plan of Operation - continued
Research and Development /
Intellectual Property
The
Company has made through acquisitions the following investments in patent
licenses and intellectual property during 2007:
●
|
$75,000
for a patent license fee, good for the life of the patent, for the
production of Actinium 225;
|
|
●
|
$3,040,000
of preferred stock issuance for a patent license, good for the life of the
patent, of a Neutron Generator; and
|
|
●
|
$658,750
for the purchase of a company in order to acquire the rights of
intellectual property related to the process for the production of
isotopes, customer lists, contracts and agreements with third party
companies, and certain equipment. The amortization of these
items is computed using the straight-line method over the following
estimated useful lives:
|
Intellectual
property
|
3
years
|
Contracts
and agreements
|
3
years
|
Customer
lists
|
2
years
|
In
January 2007 AMIC received a license for United States Patent 6,680,993.
The patent concerns methods and processes directed to the preparation of
Actinium-225 and daughters having high radiochemical and radionuclidic
purity. These isotopes may be used for the preparation of therapeutic
radiopharmaceuticals such as those containing monoclonal antibodies, proteins,
peptides, antisense, statin, natural products and hormones. Additionally,
the alpha-emitting radionuclide Actinium-225 and its daughters may be used for
both therapeutic and diagnostic purposes.
Results
of Operations
The
following table sets forth information from our statements of operations for the
six months and three months ended June 30, 2009 and 2008.
Six
months Ended
June
30, 2009
|
Six
months Ended
June
30, 2008
|
Three
months Ended
June
30, 2009
|
Three
months Ended
June
30, 2008
|
|||||||||||||
Revenues
|
$ | 140,142 | $ | 83,421 | $ | 79,167 | $ | 51,086 | ||||||||
Cost
of goods sold
|
51,099 | 75,640 | 29,263 | 58,103 | ||||||||||||
Gross
profit
|
89,043 | 7,781 | 49,904 | (7,017 | ) | |||||||||||
Operating
expenses
|
1,241,239 | 2,648,894 | 630,415 | 1,674,202 | ||||||||||||
Operating
loss
|
1,152,196 | (2,641,113 | ) | (580,511 | ) | (1,681,219 | ) | |||||||||
Non-operating
expenses
|
(573,344 | ) | (- | ) | 33,600 | - | ||||||||||
Interest
expense
|
(380,324 | ) | (55,669 | ) | (198,454 | ) | (39,593 | ) | ||||||||
Net
income (loss)
|
$ | (2,105,864 | ) | $ | (2,696,782 | ) | $ | (745,365 | ) | $ | (1,720,812 | ) |
21
Item 2. Management’s Discussion and Analysis
or Plan of Operation - continued
Comparison for the Six
Months Ended June 30, 2009 and June 30, 2008
Revenue
Revenue
was $140,142 for the six months ended June 30, 2009 and $83,421 for the six
months ended June 30, 2008. The increase was the result of F-18
sales. In July 2008 we established our linear accelerator production
center and began the production and marketing of F-18 in August
2008. F-18 sales accounted for $101,700 of the total six months ended
June 30, 2009 revenues. During the six months ended June 30, 2008, we
marketed only our stable isotopes, generating all of the $83,421 revenues for
that period compared to $33,542 of the six months ended June 30, 2009 from
stable isotopes. Revenue for stable isotopes were lower in the six
months ended June 30, 2009 as a result of lower volume partially offset by
higher pricing.
Cost of Goods
Sold
Cost of
Goods Sold for the six months ended June 30, 2009 was $51,099. Cost
of goods sold for the six months ended June 30, 2008 was $75,640. The cost of
goods sold of $75,640 for the six months ended June 30, 2008, equal to 90.7% of
revenues, was our cost of the stable isotopes included in revenues. The $51,099
cost of goods sold for the six months ended June 30, 2009 consists of $22,402,
66.8% of associated revenues for stable isotopes and $28,697, 28.2% of
associated revenues, was our costs for the F-18 production (consisting mostly of
supplies). The reason for the decrease in the cost of goods sold percentage from
the six months ended June 30, 2008 (90.7%) to the six months ended June 30, 2009
(66.8%) for stable isotopes was due to an increase in sales price for stable
isotopes we were able to obtain.
Operating
Expenses
Operating
expenses for the six months ended June 30, 2009 and 2008 were $1,241,239 and
$2,648,894 respectively. The decrease in operating expenses from 2008
to 2009 can be attributed largely to amortization of licenses and intangible
assets ($12,500 for the six months ended June 30, 2009 versus $621,479 for the
six months ended June 30, 2008), professional fees ($302,499 for the six months
ended June 30, 2009 versus $739,150 for the six months ended June 30, 2008),
stock options granted ($211,272 for the six months ended June 30, 2009 versus
$753,140 for the six months ended June 30, 2008) and payroll expense ($207,957
for the six months ended June 30, 2009 versus $268,584 for the six months ended
June 30, 2008) partially offset by an increase in depreciation ($268,835 for the
six months ended June 30, 2009 versus $19,419 for the six months ended June 30,
2008).
Six
months Ended
June
30, 2009
|
Six
months Ended
June
30, 2008
|
|||||||
Depreciation
and amortization expense
|
$
|
281,336
|
$
|
640,898
|
||||
Professional
fees
|
302,499
|
739,150
|
||||||
Stock
options granted
|
211,272
|
753,140
|
||||||
Payroll
expenses
|
207,957
|
268,584
|
||||||
General
and administrative expenses
|
232,748
|
215,596
|
||||||
Sales
and marketing expense
|
5,427
|
31,526
|
||||||
$
|
1,241,239
|
$
|
2,648,894
|
Non-Operating
Expense
Non
operating expense for the six months ended June 30, 2009 and 2008 was $953,668
and $55,669, respectively. The increase in non-operating loss is due to an
increase in interest expense ($380,324 for the six months ended June 30, 2009
versus $55,669 for the six months ended June 30, 2008), and loss on settlement
of debt ($606,945 for the six months ended June 30, 2009 versus $0 for the six
months ended June 30, 2008).
Net Loss
Our net
loss for the six months ended June 30, 2009 and 2008 was $2,105,864, and
$2,696,782, respectively, as a result of the items described above.
22
Item
2. Management’s
Discussion and Analysis or Plan of Operation -
continued
Comparison for the Three
Months Ended June 30, 2009 and June 30, 2008
Revenue
Revenue
was $79,167 for the three months ended June 30, 2009 and $51,086 for the three
months ended June 30, 2008. In July 2008 we established our linear accelerator
production center and began the production and marketing of F-18 in August 2008,
accounting for $48,600 of the total three months ended June 30, 2009
revenues. During the three months ended June 30, 2008, we marketed
our stable isotopes generating all of the $51,086 revenues for that period
compared to $25,667 for the three months ended June 30, 2009 revenues
attributable to stable isotopes.
Cost of Goods
Sold
Cost of
Goods Sold for the three months ended June 30, 2009 was $29,263. Cost
of goods sold for the three months ended June 30, 2008 was $58,103. The cost of
goods sold of $58,103 for the three months ended June 30, 2008, 113.7% of
revenues, consists of $35,908 attributable to sales of stable isotopes, 70.3% of
those stable isotope sales, and another $22,195 of supplies. The $29,263 cost of
goods sold for the three months ended June 30, 2009 consists of $15,902, 62.0%
of associated revenues for stable isotopes and $13,361, 27.5% of associated
revenues, was our costs for the F-18 production (consisting mostly of supplies).
The reason for the decrease in the cost of goods sold percentage from the three
months ended June 30, 2008 (70.3%) to the three months ended June 30, 2009
(62.0%) for stable isotopes was due to an increase in sales price for stable
isotopes we were able to obtain.
Operating
Expenses
Operating
expenses for the three months ended June 30, 2009 and 2008 was $630,415 and
$1,674,202 respectively. The decrease in operating expenses from 2008
to 2009 can be attributed largely to amortization of licenses and intangible
assets ($6,250 for the three months ended June 30, 2009 versus $310,740 for the
three months ended June 30, 2008), professional fees ($132,812 for the three
months ended June 30, 2009 versus $516,936 for the three months ended June 30,
2008), stock options granted ($124,036 for the three months ended June 30, 2009
versus $576,339 for the three months ended June 30, 2008) and payroll expense
($107,828 for the three months ended June 30, 2009 versus $127,660 for the three
months ended June 30, 2008) partially offset by an increase in depreciation
($134,418 for the three months ended June 30, 2009 versus $9,856 for the three
months ended June 30, 2008).
Three
Months Ended
June
30, 2009
|
Three
Months Ended
June
30, 2008
|
|||||||
Depreciation
and amortization expense
|
$
|
140,668
|
$
|
320,596
|
||||
Professional
fees
|
132,812
|
516,936
|
||||||
Stock
options granted
|
124,036
|
576,339
|
||||||
Payroll
expenses
|
107,828
|
127,660
|
||||||
General
and administrative expenses
|
119,809
|
108,843
|
||||||
Sales
and marketing expense
|
5,262
|
23,828
|
||||||
$
|
630,415
|
$
|
1,674,202
|
Non-Operating
Expense
Non
operating expense for the three months ended June 30, 2009 and 2008 was $164,854
and $39,593, respectively. Non-operating expense for the three months
ended June 30, 2009 consisted on interest expense of $198,454, partially offset
by a $33,600 gain on extinguishment of debt.
Net Loss
Our net
loss for the three months ended June 30, 2009 and 2008 was $745,365, and
$1,720,812, respectively, as a result of the items described above.
23
Item 2. Management’s
Discussion and Analysis or Plan of Operation - continued
Liquidity
and Capital Resources
At June
30, 2009, we had negative working capital of $3,432,752, as compared to
$4,491,859 at December 31, 2008. During the six months ended June 30, 2009 we
experienced negative cash flow from operations of $725,636, and we expended
$27,291 for investing activities while adding $713,413 of cash flows from
financing activities. As of June 30, 2009, we had $0 commitments for
capital expenditures.
Cash used
in operating activities was comparable for the six month periods ending June 30,
2009 and June 30, 2008. Cash used in operating activities was
primarily a result of our net loss, partially offset by non-cash items, such as
amortization, included in that net loss and common stock issued for services and
other expenses. Cash used in investing activities decreased from
$1,515,232 for the six month period ended June 30, 2008 to 27,291 for the six
month period ended June 30, 2009. Cash was used to acquire equipment
during the 2008 six month period. We generated less cash from
investing activities in the six months ended June 30, 2009 as we had lower
proceeds of cash from sales of common stock and proceeds from a capital lease in
the six-month period ended June 30, 2008.
We have
generated material operating losses since inception. We have incurred a net loss
of $12,506,633 from January 1, 2006 (inception) through June 30, 2009, including
a net loss of $745,365 for the three months ended June 30, 2009. We expect to
continue to experience net operating losses. Historically, we have relied upon
outside investor funds to maintain our operations and develop our business. We
anticipate raising additional capital within the next twelve months from
investors for working capital as well as business expansion and we can provide
no assurance that additional investor funds will be available on terms
acceptable to us. If we are unable to obtain additional financing to meet our
working capital requirements, we may have to curtail our business.
Based on
the current cash run rate, approximately $1,000,000 will be needed to fund
operations for an additional year. As disclosed in the risk factors, we are
presently taking steps to raise additional funds to continue operations for the
next 12 months and beyond. We will need to raise an additional
$10,000,000 in the next year to develop three isotope manufacturing centers and
complete our aggressive growth plans. We may, however, choose to
modify our growth and operating plans to the extent of available funding, if
any.
The
recent economic events, including the substantial decline in global capital
markets, as well as the lack of liquidity in the capital markets, could impact
our ability to obtain financing and our ability to execute our business plan.
Although market conditions have deteriorated, we believe healthcare institutions
will continue to purchase the medical solutions that we distribute. As a
development stage company with modest sales from our inception, we are unable to
determine the effect of the recent economic crises on our sales.
Contractual
Obligations (payments due by period)
Contractual
Obligation
|
Total
Payments Due
|
Less
than 1 Year
|
1-3
Years
|
3-5
Years
|
More
than 5 Years
|
||||||||||||
Capital
Lease Obligation
|
2,012,126
|
359,258
|
1,210,611
|
442,257
|
|||||||||||||
Production
center lease
|
162,727
|
48,686
|
114,014
|
||||||||||||||
Corporate
office lease
|
55,675
|
55,675
|
|||||||||||||||
License
agreement with Regents of the University of California
|
385,000
|
25,000
|
120,000
|
180,000
|
60,000
each year
|
The
capital lease obligations represent two lease agreements for $1,875,000 and
$631,000, secured by equipment and personal guarantee of two of the major
shareholders we obtained during September 2007. The purpose of the lease
agreements is to acquire a Pulsar 10.5 PET Isotope Production System for a
contracted amount of $1,875,000 plus ancillary equipment and facility for
$631,000.
We were
in default on the capital lease obligation as of December 31, 2008 due to
failure to maintain the minimum debt service coverage ratio identified in the
Lease by an amount of $35,000 as per notice from the debtor. We believed at the
time of the issuance of the December 31, 2008 financial statements that we had
remedied the default which existed at year end. Accordingly we recorded a
current and long term portion of the capital leases. Subsequent to the issuance
of the December 31, 2008 financial statements, we determined that more likely
than not that it is in default of the terms of the capital leases. Accordingly
we recorded the entire value of the leases as a current
obligation.
24
Item 2. Management’s
Discussion and Analysis or Plan of Operation - continued
Critical
Accounting Policies
The
Securities and Exchange Commission (“SEC”) defines “critical accounting
policies” as those that require application of management's most difficult,
subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain and may change in
subsequent periods. Not all of the accounting policies require management to
make difficult, subjective or complex judgments or estimates. However, the
following policies could be deemed to be critical within the SEC
definition.
Use
of estimates
The
preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Fixed
Assets
Fixed
assets are carried at the lower of cost or net realizable value. Production
equipment with a cost of $2,500 or greater and other fixed assets with a cost of
$1,500 or greater are capitalized. Major betterments that extend the useful
lives of assets are also capitalized. Normal maintenance and repairs are charged
to expense as incurred. When assets are sold or otherwise disposed of, the cost
and accumulated depreciation are removed from the accounts and any resulting
gain or loss is recognized in operations. Depreciation is computed
using the straight-line method over the following estimated useful
lives. Leasehold improvements and capital lease assets are amortized
over the shorter of the life of the lease or the estimated life of the
asset.
Management
of the Company periodically reviews the net carrying value of all of its
equipment on an asset by asset basis. These reviews consider the net realizable
value of each asset, as measured in accordance with the preceding paragraph, to
determine whether impairment in value has occurred, and the need for any asset
impairment write-down. Although management has made its best estimate
of the factors that affect the carrying value based on current conditions, it is
reasonably possible that changes could occur which could adversely affect
management’s estimate of net cash flows expected to be generated from its
assets, and necessitate asset impairment write-downs.
License
Fees
License
fees are stated at cost, less accumulated amortization. Amortization of license
fees is computed using the straight-line method over the estimated economic
useful life of the assets. The Company periodically reviews the
carrying values of patents in accordance with SFAS No. 144 and any impairments
are recognized when the expected future operating cash flows to be derived from
such assets are less than their carrying value.
Intangible
Assets
Intangible
assets resulted from the purchase, for cash, from Isonics Corporation, the
rights to intellectual property related to the production of isotopes, customer
lists, contracts and agreements with third party companies, and certain
equipment. The Company allocated the purchase price to each of the assets based
upon the Companies believe of the long term value of each of those assets and
comparison to replacement cost, where that information was available. Intangible
assets are stated at cost, less accumulated amortization. Amortization of
intangible assets is computed using the straight-line method over the estimated
economic useful life of the assets. The Company periodically reviews the
carrying values of intangible assets in accordance with SFAS No. 144 and any
impairments are recognized when the expected future operating cash flows to be
derived from such assets are less than their carrying value.
Revenue
Recognition
The
Company applies the provision of SEC Staff Accounting Board (“SAB”) No. 104,
Revenue Recognition.
SAB No. 104, which supersedes SAB No. 101, Revenue Recognition in Financial
Statements, provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. SAB No. 104 outlines the basic
criteria that must be met to recognize revenue and provides guidance for the
disclosure of revenue recognition policies. The Company recognized revenue
related to product sales when (i) persuasive evidence of the arrangement exists,
(ii) shipment has occurred, (iii) the fee is fixed or determinable, and
(iv) collectability is reasonably assured.
25
Item 2. Management’s Discussion and Analysis
or Plan of Operation - continued
The
Company recognizes revenue once an order has been received and shipped to the
customer. Prepayments, if any, received from customers prior to the time
products are shipped are recorded as deferred revenue. In these cases, when the
related products are shipped, the amount recorded as deferred revenue is
recognized as revenue. The Company does not accrue for sales returns and other
allowances as it has not experienced any returns or other
allowances.
Research
and Development Costs
Research
and developments costs, including salaries, research materials, administrative
expenses and contractor fees, are charged to operations as incurred. The cost of
equipment used in research and development activities which has alternative uses
is capitalized as part of fixed assets and not treated as an expense in the
period acquired. Depreciation of capitalized equipment used to perform research
and development is classified as research and development expense in the year
computed.
Fair
value of financial instruments
The
carrying amounts of cash, receivables and accrued liabilities approximate fair
value due to the short-term maturity of the instruments.
Stock-based
compensation
Effective
January 1, 2006, the Company adopted SFAS No. 123 (Revised 2004), Share-Based Payment, which
requires that compensation related to all stock-based awards, including stock
options, be recognized in the financial statements based on their estimated
grant-date fair value. The Company has estimated expected forfeitures, as
required by SFAS No. 123R, and is recognizing compensation expense only for
those awards expected to vest. All compensation is recognized by the time the
award vests.
26
Item 2. Management’s Discussion and Analysis
or Plan of Operation - continued
Recently
Issued Accounting Pronouncements
In
November of 2008, the SEC released a proposed roadmap regarding the potential
use by U.S. issuers of financial statements prepared in accordance with
International Financial Reporting Standards (“IFRS”). IFRS is a
comprehensive series of accounting standards published by the International
Accounting Standards Board (“IASB”). Under the proposed roadmap, the Company may
be required in fiscal 2015 to prepare financial statements in accordance with
IFRS. However, the SEC will make a determination in 2011 regarding the mandatory
adoption of IFRS. We are currently assessing the impact that this potential
change would have on our consolidated financial statements, and we will continue
to monitor the development of the potential implementation of IFRS.
In March
2009, FASB unanimously voted for the FASB “Accounting Standards
Codification” (the “Codification”) to be effective beginning on
July 1, 2009. Other than resolving certain minor inconsistencies in current
United States Generally Accepted Accounting Principles (“GAAP”), the
Codification is not supposed to change GAAP, but is intended to make it easier
to find and research GAAP applicable to particular transactions or specific
accounting issues. The Codification is a new structure which takes accounting
pronouncements and organizes them by approximately ninety accounting topics.
Once approved, the Codification will be the single source of authoritative U.S.
GAAP. All guidance included in the Codification will be considered authoritative
at that time, even guidance that comes from what is currently deemed to be a
non-authoritative section of a standard. Once the Codification becomes
effective, all non-grandfathered, non-SEC accounting literature not included in
the Codification will become non-authoritative.
Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force (“EITF”), the American Institute of Certified Public
Accountants (“AICPA”), and the SEC did not or are not believed by us to have a
material impact on our present or future financial statements.
The
Company has adopted all recently issued accounting pronouncements. The adoption
of the accounting pronouncements, including those not yet effective, is not
anticipated to have a material effect on the financial position or results of
operations of the Company.
Off-Balance
Sheet Arrangements
We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, and results of
operations, liquidity or capital expenditures.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
N/A.
27
Item 4T. Controls and
Procedures.
(a)
Disclosure Controls and Procedures
Our
principal executive officer and principal financial officer have evaluated the
effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) as of the end of the period covered by
this Quarterly Report on Form 10-Q.
Management
is responsible for establishing and maintaining adequate internal controls over
financial reporting. Based upon management’s knowledge of our
operations and accounting functions, management’s assessment concerning the
effectiveness of our internal controls and disclosure controls and procedures is
that those are not effective to provide reasonable assurance that material
information required to be included in our periodic SEC reports is recorded,
processed, summarized and reported within the time periods specified in the SEC
rules and forms, and accumulated and communicated to our senior management,
including our CEO, to allow timely decisions regarding required
disclosures.
Our known
material weaknesses include:
Resources: As of June 30,
2009 we had one full-time employee in general management and no full-time
employees with the requisite expertise in the key functional areas of finance
and accounting. As a result, there is a lack of proper segregation of
duties necessary to insure that all transactions are accounted for accurately
and in a timely manner.
Written Policies &
Procedures: We need to prepare written policies and procedures for
accounting and financial reporting to establish a formal process to close our
books monthly on an accrual basis and account for all transactions, including
equity transactions, and prepare, review and submit SEC filings in a timely
manner.
Audit Committee: We do not
have, and are not required, to have an audit committee. An audit
committee would improve oversight in the establishment and monitoring of
required internal controls and procedures.
Given the
existence of these material weaknesses, management believes that other,
non-identified material weaknesses may have existed and continue to
exist. These material weaknesses will be remedied as described
below.
Management
is committed to improving its internal controls and will (1) perform an
assessment of its internal control using the COSO framework or other framework
as deemed appropriate, (2) continue to use third party specialists to address
shortfalls in staffing and to assist us with accounting and finance
responsibilities, (3) increase the frequency of independent reconciliations of
significant accounts which will mitigate the lack of segregation of duties until
there are sufficient personnel and (4) prepare and implement sufficient written
policies and checklists for financial reporting and closing processes and
(5) may consider appointing an audit committee comprised of independent
board members in the future.
This
annual report does not include an attestation report by our registered public
accounting firm regarding our internal controls over financial
reporting.
(b)
Changes in Internal Controls
There
have not been any changes in the Company’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the quarter ended June 30, 2009
that have materially affected, or are reasonably likely to materially affect,
the Company’s internal control over financial reporting.
28
Item 1. Legal
Proceedings.
There
have been no material changes from the disclosure provided in Part 1, Item 1A of
our Annual Report on Form 10-K for the year ended December 31,
2008.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
Common
stock sale
In March
2009 the Company issued 37,037 shares for cash of $10,000 at $.27 per
share.
In March
2009 the Company issued 1,500,000 shares for cash of $225,000 at $.15 per share.
The Company granted 750,000 warrants in conjunction with this transaction. The
warrants have an exercise price of $0.15 and a two year life.
In April
2009 the Company issued 55,556 shares for cash of $15,000 at $.27 per
share.
In April
2009 the Company issued 525,000 shares for cash of $105,000 at $.20 per share.
The Company granted 525,000 warrants in conjunction with this transaction. The
warrants have an exercise price of $0.40 and a one year life.
In June
2009 the Company issued 100,000 shares for cash of $27,000 at $.27 per
share.
Preferred
stock
The
Company issued 95,000 shares of preferred stock in September, 2006 to Utek
Corporation for the Company’s purchase of technology from Utek. A board member
of the Company acquired the 95,000 shares of the Company’s Series A Preferred
Stock from Utek in February 2009. In March 2009 the board member
converted the 95,000 shares of the Company’s Series A Preferred Stock and the
related accrued interest into 10,857,142 shares of the Company’s common stock.
The value of the transaction totaled $3,810,857 based on common stock’s average
closing price for the ten trading days before the date of conversion of $0.351
per share. The Company’s Preferred Stock Redeemable as Common
liability was reduced by $3,182,405, accrued interest was reduced by $171,628,
preferred stock was reduced by $95, and a loss on settlement of debt of $456,823
has been recognized in the accompanying financial statements for the three
months ended June 30, 2009.
Common
stock issued for services and debt settlement
During
January 2009, the Company issued 190,000 shares of its common stock in payment
of accounts payable for business consulting services. The value of the
transaction totaled $51,300 based on the quoted market price of stock on the
transaction date, or $.27 per share. The company’s accounts payable was reduced
by $52,500 and a gain on settlement of debt of $1,200 has been recognized in the
accompanying financial statements for the three months ended June 30,
2009.
During
February 2009, the Company issued 80,000 shares of its common stock in exchange
for business consulting services. The value of the transaction totaled $33,600
based on the quoted market price of stock on the transaction date, or $.42 per
share. Stock-based compensation expense of $33,600 has been recognized in the
accompanying financial statements for the three months ended June 30,
2009.
During
March 2009, the Company issued 150,000 shares of its common stock in payment of
accounts payable for business consulting services. The value of the transaction
totaled $52,500 based on the quoted market price of stock on the transaction
date, or $.35 per share. The Company’s account payable was reduced by $50,000
and loss on settlement of debt of $2,500 has been recognized in the accompanying
financial statements for the three months ended June 30, 2009.
29
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds - continued
Common
stock issued for services and debt settlement - continued
During
March 2009, the Company issued 33,333 shares of its common stock in payment of
accounts payable for business consulting services. The value of the transaction
totaled $11,667 based on the quoted market price of stock on the transaction
date, or $.35 per share. The Company’s accounts payable was reduced by $12,000
and gain on settlement of debt of $333 has been recognized in the accompanying
financial statements for the three months ended June 30, 2009.
During
March 2009, the Company issued 25,000 shares of its common stock in exchange for
business consulting services. The value of the transaction totaled $8,750 based
on the quoted market price of stock on the transaction date, or $.35 per share.
Stock-based compensation expense of $8,750 has been recognized in the
accompanying financial statements for the three months ended June 30,
2009.
During
April 2009, the Company issued 50,000 shares of its common stock in exchange for
rent. The value of the transaction totaled $15,500 based on the quoted market
price of stock on the transaction date, or $.31 per share. Rental expense of
$3,875 has been recognized in the accompanying financial statements for the six
months ended June 30, 2009. The remaining $11,625 has been recorded in prepaid
expenses at June 30, 2009, and will be amortized to rent expense over the next
nine months.
Common
stock issued for convertible debt
In March
2009, the Company issued 40,000 shares of its common stock and a convertible
promissory note in the amount of $100,000 with interest payable at 10% per
annum. The Note matures in March of 2010. The entire outstanding principal
balance and any outstanding fees or interest is due and payable in full on the
Maturity Date. At the option of the holder, the note and interest is
convertible into the Company’s common stock at $0.30 per share. The
value of the $100,000 debt plus the $0.35 fair market value of the 40,000 shares
at the date of the agreement was prorated to arrive at the allocation of the
original $100,000 debt and the value of the 40,000 shares and the beneficial
conversion feature. The computation resulted in an allocation of
$74,603 toward the debt and $11,032 to the shares and $14,365 to the beneficial
conversion feature. The $11,032 value of the shares and the $14,365
value of the beneficial conversion feature are then amortized to interest over
the twelve month life of the debt. Interest expense of $6,349has been
recognized in the accompanying financial statements for the three months ending
June 30, 2009.
In April
of 2009, the Company issued 20,000 shares of its common stock and a convertible
promissory note in the amount of $50,000 with interest payable at 10% per annum.
The Note matures in April of 2010. The entire outstanding principal balance and
any outstanding fees or interest is due and payable in full on the Maturity
Date. At the option of the holder, the note and interest is
convertible into the Company’s common stock at $0.31 per share. The
value of the $50,000 debt plus the $0.31 fair market value of the 20,000 shares
at the date of the agreement was prorated to arrive at the allocation of the
original $50,000 debt and the value of the 20,000 shares and the beneficial
conversion feature. The computation resulted in an allocation of
$31,268 toward the debt and $6,140 to the shares and $12,592 to the beneficial
conversion feature. The $6,140 value of the shares and the $12,592
value of the beneficial conversion feature are then amortized to interest over
the twelve month life of the debt. Interest expense of $833 has been
recognized in the accompanying financial statements for the six months ending
June 30, 2009.
In May of
2009, the Company issued 20,000 shares of its common stock and a convertible
promissory note in the amount of $50,000 with interest payable at 10% per annum.
The Note matures in May of 2010. The entire outstanding principal balance and
any outstanding fees or interest is due and payable in full on the Maturity
Date. At the option of the holder, the note and interest is
convertible into the Company’s common stock at $0.28 per share. The
value of the $50,000 debt plus the $0.28 fair market value of the 20,000 shares
at the date of the agreement was prorated to arrive at the allocation of the
original $50,000 debt and the value of the 20,000 shares and the beneficial
conversion feature. The computation resulted in an allocation of
$39,928 toward the debt and $5,036 to the shares and $5,036 to the beneficial
conversion feature. The $5,036 value of the shares and the $5,036
value of the beneficial conversion feature are then amortized to interest over
the twelve month life of the debt. Interest expense of $520 has been recognized
in the accompanying financial statements for the six months ending June 30,
2009.
In June
of 2009, the Company issued 110,000 shares of its common stock and a convertible
promissory note in the amount of $275,000 with interest payable at 10% per
annum. The Note matures in June of 2010. The entire outstanding principal
balance and any outstanding fees or interest is due and payable in full on the
Maturity Date. At the option of the holder, the note and interest is
convertible into the Company’s common stock at $0.27 per share. The value of the
$275,000 debt plus the $0.27 fair market value of the 110,000 shares at the date
of the agreement was prorated to arrive at the allocation of the original
$275,000 debt and the value of the 110,000 shares and the beneficial conversion
feature. The computation resulted in an allocation of $221,390 toward
the debt and $26,805 to the shares and $26,805 to the beneficial conversion
feature. The $26,805 value of the shares and the $26,805 value of the
beneficial conversion feature are then amortized to interest over the twelve
month life of the debt. Interest expense of $1,720 has been recognized in the
accompanying financial statements for the six months ending June 30, 2009.
30
Item 3. Defaults Upon Senior
Securities.
Not
applicable.
Item 4. Submission of Matters to a Vote of
Security Holders.
Not
applicable.
Not
applicable.
Item 6. Exhibits.
(a)
|
Exhibits
|
|||
Number
|
Description
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ADVANCED
MEDICAL ISOTOPE CORPORATION
|
||
Date:
August 19, 2009
|
By:
|
/s/
James C.
Katzaroff
|
Name:
|
James
C. Katzaroff
|
|
Title:
|
Chairman
and Chief Executive Officer
Principal
Executive Officer
|
ADVANCED
MEDICAL ISOTOPE CORPORATION
|
||
Date:
August 19, 2009
|
By:
|
/s/
L. Bruce
Jolliff
|
Name:
|
L.
Bruce Jolliff
|
|
Title:
|
Chief
Financial Officer
Principal
Financial Officer and
Principal
Accounting Officer
|
31