Attached files
file | filename |
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EX-32.1 - ADVANCED MEDICAL INSTITUTE INC. | v176165_ex32-1.htm |
EX-31.2 - ADVANCED MEDICAL INSTITUTE INC. | v176165_ex31-2.htm |
EX-31.1 - ADVANCED MEDICAL INSTITUTE INC. | v176165_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM
10-Q
T
|
Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the quarterly period ended December 31,
2009
|
or
o
|
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
For
the transition period from
to
|
Commission
File Number: 000-29531
ADVANCED
MEDICAL INSTITUTE INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
|
88-0409144
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification
No.)
|
Level
4, Terrace Tower, 80 William Street
Sydney,
NSW 2011
Australia
|
(Address
of Principal Executive Offices) (Zip
Code)
|
(61)
2 9640 5253
|
||
(Registrant’s
Telephone Number, Including Area Code)
|
|
||
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the 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 T
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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes T 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
definition of “large accelerated filer, ” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated Filer
o
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
|
Smaller Reporting Company
T
|
(Do not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act). Yes o No T
There were 53,507,450
shares of the Registrant’s Common Stock issued and outstanding on February 24,
2010.
TABLE OF
CONTENTS
Page
|
||||
Part
I.
|
Financial
Information
|
3
|
||
Item
1. Financial Statements (Unaudited)
|
3
|
|||
Unaudited
Consolidated Balance Sheets as at December 31, 2009 and June 30,
2009
|
3
|
|||
Unaudited
Consolidated Statements of Operations for the Three and Six
Month Periods Ended December 31, 2009 and 2008
|
4
|
|||
Unaudited
Consolidated Statements of Cash Flows for the Six
Month Periods Ended December 31, 2009 and 2008
|
5
|
|||
Notes
to Unaudited Consolidated Financial Statements
|
7
|
|||
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
18
|
|||
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
23
|
|||
Item
4T. Controls and Procedures
|
24
|
|||
Part
II.
|
Other
Information
|
24
|
||
Item
1. Legal Proceedings
|
24
|
|||
Item
1A. Risk Factors
|
24
|
|||
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
24
|
|||
Item
3. Defaults Upon Senior Securities
|
24
|
|||
Item
4. Submission of Matters to a Vote of Security Holders
|
24
|
|||
Item
5. Other Information
|
24
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|||
Item
6. Exhibits
|
24
|
|||
SIGNATURES
|
25
|
2
ADVANCED
MEDICAL INSTITUTE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
(UNAUDITED)
As
at
|
||||||||
December
31,
2009
|
June 30,
2009
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
& cash equivalents
|
$
|
218,420
|
$
|
295,245
|
||||
Receivables,
net
|
22,728,548
|
24,021,361
|
||||||
Receivables
due from related parties
|
348,699
|
428,525
|
||||||
Inventory
|
937,433
|
911,405
|
||||||
Other
assets
|
1,147,977
|
1,014,424
|
||||||
TOTAL
CURRENT ASSETS
|
25,381,077
|
26,670,960
|
||||||
NON-CURRENT
ASSETS
|
||||||||
Security
deposits
|
198,159
|
181,584
|
||||||
Property
and equipment, net
|
1,709,898
|
1,630,979
|
||||||
Assets
related to discontinued operations
|
296,553
|
289,977
|
||||||
Deferred
tax assets
|
281,665
|
678,270
|
||||||
Intangible
assets, net
|
19,651,924
|
18,327,078
|
||||||
TOTAL
NON-CURRENT ASSETS
|
22,138,199
|
21,107,888
|
||||||
TOTAL
ASSETS
|
$
|
47,519,276
|
$
|
47,778,848
|
||||
CURRENT
LIABILITIES
|
||||||||
Unearned
revenue
|
$
|
7,146,073
|
$
|
8,003,468
|
||||
Accounts
payable & accrued expenses
|
17,420,644
|
15,852,436
|
||||||
Payables
due to related parties
|
106,596
|
278,737
|
||||||
Interest
bearing liabilities – current
|
714,853
|
1,083,908
|
||||||
Liabilities
related to discontinued operations
|
4,532
|
4,100
|
||||||
TOTAL
CURRENT LIABILITIES
|
25,392,698
|
25,222,649
|
||||||
NON-CURRENT
LIABILITIES
|
||||||||
Interest
bearing liabilities - non-current
|
630,969
|
642,453
|
||||||
Payable
due to related parties
|
5,360,693
|
3,803,131
|
||||||
TOTAL
NON-CURRENT LIABILITIES
|
5,991,662
|
4,445,584
|
||||||
TOTAL
LIABILITIES
|
31,384,360
|
29,668,233
|
||||||
STOCKHOLDERS’
EQUITY
|
||||||||
Common
stock, par value $0.001 per share, 90,000,000 shares authorized,
53,507,450 issued and outstanding as at December 31, 2009 and June 30,
2009
|
53,507
|
53,507
|
||||||
Additional
paid in capital
|
24,149,420
|
24,149,420
|
||||||
Other
comprehensive loss
|
2,408,921
|
953,945
|
||||||
Accumulated
deficit
|
(10,476,932
|
)
|
(7,046,257
|
)
|
||||
TOTAL
STOCKHOLDERS’ EQUITY
|
16,134,916
|
18,110,615
|
||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
47,519,276
|
$
|
47,778,848
|
The
accompanying notes are an integral part of these unaudited financial
statements.
3
ITEM 1. FINANCIAL STATEMENTS
(CONTINUED)
ADVANCED
MEDICAL INSTITUTE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
OPERATIONS
(UNAUDITED)
Three
Months Ended
December
31,
|
Six
Months Ended
December
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
NET
REVENUE
|
$ | 6,363,028 | $ | 13,210,997 | $ | 20,870,739 | $ | 29,155,445 | ||||||||
COST
OF REVENUE
|
( 2,392,886 | ) | (2,789,937 | ) | (5,684,117 | ) | (6,381,137 | ) | ||||||||
GROSS
PROFIT
|
3,970,142 | 10,421,060 | 15,186,622 | 22,774,308 | ||||||||||||
SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES
|
(8,025,415 | ) | (9,800,763 | ) | (17,800,390 | ) | (21,554,028 | ) | ||||||||
OPERATING
INCOME/(LOSS)
|
(4,055,273 | ) | 620,297 | (2,613,768 | ) | 1,220,280 | ||||||||||
OTHER
INCOME AND (EXPENSE)
|
||||||||||||||||
Bank
interest
|
2,262 | 8,119 | 3,998 | 42,729 | ||||||||||||
Other
income (expense)
|
26 | (2,105 | ) | 26 | 18,541 | |||||||||||
Interest
expense
|
(172,497 | ) | (58,335 | ) | (326,519 | ) | (130,080 | ) | ||||||||
TOTAL
OTHER EXPENSES
|
(170,209 | ) | (52,321 | ) | (322,495 | ) | (68,810 | ) | ||||||||
INCOME/(LOSS)
FROM CONTINUED OPERATIONS
|
(4,225,482 | ) | 567,976 | (2,936,263 | ) | 1,151,470 | ||||||||||
DISCONTINUED
OPERATIONS
|
||||||||||||||||
Gain
on disposal of subsidiary (including income from discontinued
operation)
|
- | 119,677 | - | 119,677 | ||||||||||||
Loss
from discontinued operations
|
(12,043 | ) | (138,280 | ) | (35,377 | ) | (233,281 | ) | ||||||||
Total
loss from discontinued operations
|
(12,043 | ) | (18,603 | ) | (35,377 | ) | (113,604 | ) | ||||||||
INCOME/(LOSS)
BEFORE INCOME TAXES
|
(4,237,525 | ) | 549,373 | (2,971,640 | ) | 1,037,866 | ||||||||||
INCOME
TAX EXPENSE
|
(9,702 | ) | (162,440 | ) | (459,035 | ) | (536,287 | ) | ||||||||
NET
INCOME (LOSS)
|
(4,247,227 | ) | 386,933 | (3,430,675 | ) | 501,579 | ||||||||||
Other
Comprehensive item - Foreign currency translation income
(loss)
|
275,700 | (4,660,654 | ) | 1,454,976 | (9,515,476 | ) | ||||||||||
Net
Comprehensive Income (loss)
|
$ | (3,971,527 | ) | $ | (4,273,721 | ) | $ | (1,975,699 | ) | $ | (9,013,897 | ) | ||||
Earnings
per common share, basic & diluted
|
$ | (0.08 | ) | $ | 0.01 | $ | (0.06 | ) | $ | 0.01 | ||||||
Weighted
average number of shares, basic & diluted
|
53,507,450 | 53,507,450 | 53,507,450 | 53,507,450 |
The
accompanying notes are an integral part of these unaudited financial
statements.
4
ADVANCED
MEDICAL INSTITUTE INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six
Months Ended
December
31,
|
||||||||
2009
|
2008
|
|||||||
Cash
Flows from Operating Activities
|
||||||||
Receipts
from Customers
|
$ | 15,562,761 | $ | 21,177,500 | ||||
Interest
Received
|
3,998 | 42,729 | ||||||
Payment
to Suppliers & Employees
|
(15,486,520 | ) | (21,613,500 | ) | ||||
Interest
Paid
|
(92,871 | ) | (130,080 | ) | ||||
Income
Tax Paid
|
- | (101,400 | ) | |||||
Net
cash used in operating activities of continued operations
|
(12,632 | ) | (624,751 | ) | ||||
Net
cash provided by (used in)
discontinued operations
|
8,376 | (110,643 | ) | |||||
Net
cash used in operating activities
|
(4,256 | ) | (735,394 | ) | ||||
Cash
Flows from Investing Activities
|
||||||||
Loans
to related entities
|
- | (1,264,699 | ) | |||||
Proceeds
from Sale of Investment
|
- | 250,368 | ||||||
Purchase
of Property, Plant & Equipment
|
(12,707 | ) | (285,638 | ) | ||||
Purchase
of Intangible Assets
|
(24,948 | ) | (34,635 | ) | ||||
Net
cash used in investing activities
|
(37,655 | ) | (1,334,604 | ) | ||||
Cash
Flows From Financing Activities
|
||||||||
Proceeds
from Borrowings
|
913,920 | 3,529,040 | ||||||
Repayment
of Borrowings
|
(555,463 | ) | (2,234,369 | ) | ||||
Net
cash provided by financing activities
|
358,457 | 1,294,671 | ||||||
Net
increase (decrease) in cash and cash equivalents
|
316,546 | (775,327 | ) | |||||
Effect
of exchange rate on cash
|
(393,371 | ) | (1,017,334 | ) | ||||
Cash
and cash equivalents at beginning of period
|
295,245 | 3,127,029 | ||||||
Cash
and cash equivalents at end of period
|
$ | 218,420 | $ | 1,334,368 |
The
accompanying notes are an integral part of these unaudited financial
statements.
5
ITEM 1. FINANCIAL STATEMENTS
(CONTINUED)
ADVANCED
MEDICAL INSTITUTE, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(CONTINUED)
Six
Months Ended
December
31,
|
||||||||
2009
|
2008
|
|||||||
Reconciliation
of Cash & Cash Equivalents
|
||||||||
Cash
& cash equivalents at the end of financial period as shown in the
Statement of Cash Flows is reconciled to the related items in the
Consolidated Balance Sheets as follows:
|
||||||||
Cash
& Cash Equivalents
|
$ | 218,420 | $ | 1,334,368 | ||||
Reconciliation
of Cash Flow from Operations with Profit from Ordinary Activities after
Income Tax
|
||||||||
Net
Income
|
$ | (3,430,675 | ) | $ | 501,579 | |||
Non-Cash
Flows in Profit from Ordinary Activities
|
||||||||
Depreciation
and amortization
|
804,790 | 798,927 | ||||||
Provision
for doubtful accounts
|
7,445,091 | 3,170,063 | ||||||
Gain
on disposal of investments
|
- | (119,677 | ) | |||||
Changes
in Assets and Liabilities
|
||||||||
(Increase)
Decrease in inventories
|
72,087 | (502,992 | ) | |||||
Increase
in receivables
|
(3,514,651 | ) | (8,611,531 | ) | ||||
(Decrease)
Increase in unearned revenue
|
(1,691,398 | ) | 600,883 | |||||
(Decrease)
Increase in payables
|
(230,069 | ) | 3,161,964 | |||||
Increase
in provisions for compensated absences
|
69,894 | 143,842 | ||||||
Increase
in deferred tax liabilities
|
459,035 | 855,058 | ||||||
Increase
in security deposit
|
3,264 | (70,096 | ) | |||||
Decrease
in income tax payable
|
- | (552,771 | ) | |||||
Net
cash used in operating activities of continued operations
|
(12,632 | ) | (624,751 | ) | ||||
Net
cash provided by (used in) operating activities of discontinued
operations
|
8,376 | (110,643 | ) | |||||
Net
cash used in operating activities
|
$ | (4,256 | ) | $ | (735,394 | ) | ||
Supplemental
Cash Flow Disclosures:
|
||||||||
Interest
paid
|
$ | 92,871 | $ | 130,080 | ||||
Income
tax paid
|
$ | - | $ | 233,604 | ||||
Non-Cash
Investing/Financing Activities:
|
||||||||
Assets
acquired under capital leases
|
$ | - | $ | 114,656 |
The
accompanying notes are an integral part of these unaudited financial
statements.
6
ADVANCED
MEDICAL INSTITUTE INC.
AND
SUBSIDIARIES
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER
31, 2009
1.
|
NATURE
OF BUSINESS
|
Nature of
Business
We were
originally incorporated under the name of Hawksdale Financial Visions, Inc. on
December 6, 1996 under the laws of the State of Nevada. We were involved in the
business of timeshares, but became dormant on March 31, 1997 and, until January
28, 2005, we were a “blank check” company with nominal assets. On October 15,
2004, we changed our name to “Advanced Medical Institute, Inc.” On March 21,
2005, we completed a Share Exchange Agreement with Advanced Medical Institute
Pty Limited, a privately owned Australian company (“AMI Australia”), whereby AMI
Australia became our wholly-owned subsidiary. On November 17, 2005, we entered
into a Share Exchange Agreement with PE Patent Holdco Pty Limited, a privately
owned Australian company (“PE Patent Holdco”), whereby PE Patent Holdco became
our wholly-owned subsidiary. On September 8, 2006, we entered into a Share
Exchange Agreement with Worldwide PE Patent Holdco Pty Limited (ACN 117 157
727), a privately owned Australian company (“Worldwide PE”), whereby Worldwide
PE became our wholly-owned subsidiary.
Business
Overview
AMI is a
service provider company that arranges for patients with sexual dysfunction and
prostate problems in Australia, New Zealand and the United Kingdom to be
provided with medical services, pharmaceuticals and associated clinical support
services.
For our
fiscal year ended June 30, 2009, AMI’s revenues were approximately $53.4
million.
2.
|
BASIS
OF PRESENTATION
|
The
accounting and reporting policies of the Company conform to accounting
principles generally accepted in the United States of America. In the opinion of
management, the accompanying unaudited consolidated financial statements include
all adjustments, consisting only of normal, recurring adjustments, necessary for
a fair presentation of AMI’s financial position and the results of operations
for the interim periods presented. Notes to the unaudited consolidated financial
statements that would substantially duplicate the disclosures contained in AMI’s
audited consolidated financial statements for its most recent fiscal year have
been omitted.
7
3.
|
RECENT
PRONOUNCEMENTS
|
In June
2009, the FASB issued SFAS No.167, Consolidation of Variable Interest
Entities , which changes the consolidation rules as they relate to
variable interest entities. Specifically, the new standard makes significant
changes to the model for determining who should consolidate a variable interest
entity, and also addresses how often this assessment should be performed. This
standard will be effective for us on July 1, 2010. We do not expect the adoption
will have a material impact on our consolidated financial
statements.
In August
2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which
amends Accounting Standards Codification ( “ ASC ” ) Topic 820, Measuring Liabilities at Fair
Value , which provides additional guidance on the measurement of
liabilities at fair value. Specifically, when a quoted price in an active
market for the identical liability is not available, the new standard requires
that the fair value of a liability be measured using one or more of the
valuation techniques that should maximize the use of relevant observable inputs
and minimize the use of unobservable inputs. In addition, an entity is not
required to include a separate input or adjustment to other inputs relating to
the existence of a restriction that prevents the transfer of a
liability. This standard became effective for us on October 1,
2009.
In
October 2009, the FASB issued ASU 2009-13, which amends ASC Topic 605, Revenue Recognition, to
require companies to allocate revenue in multiple-element arrangements based on
an element’s estimated selling price if vendor-specific or other third-party
evidence of value is not available. ASU 2009-13 is effective beginning July 1,
2010. Earlier application is permitted. The Company is currently evaluating both
the timing and the impact of the pending adoption of the ASU on its consolidated
financial statements.
In
October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue
Arrangements”, now codified under FASB ASC Topic 605, “Revenue Recognition”,
(“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with early adoption permitted.
Management is currently evaluating the potential impact of ASU2009-13 on our
financial statements.
In
October, 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”,
now codified under FASB ASC Topic 470 “Debt”, (“ASU 2009-15”), and provides
guidance for accounting and reporting for own-share lending arrangements issued
in contemplation of a convertible debt issuance. At the date of issuance, a
share-lending arrangement entered into on an entity’s own shares should be
measured at fair value in accordance with Topic 820 and recognized as an
issuance cost, with an offset to additional paid-in capital. Loaned shares are
excluded from basic and diluted earnings per share unless default of the
share-lending arrangement occurs. The amendments also require several
disclosures including a description and the terms of the arrangement and the
reason for entering into the arrangement. The effective dates of the amendments
are dependent upon the date the share-lending arrangement was entered into and
include retrospective application for arrangements outstanding as of the
beginning of fiscal years beginning on or after December 15, 2009. Management is
currently evaluating the potential impact of ASU 2009-15 on our financial
statements.
In
December, 2009, under FASB ASC Topic 860, “Transfers and Servicing.” New
authoritative accounting guidance under ASC Topic 860, “Transfers and
Servicing,” amends prior accounting guidance to enhance reporting about
transfers of financial assets, including securitizations, and where companies
have continuing exposure to the risks related to transferred financial assets.
The new authoritative accounting guidance eliminates the concept of a
“qualifying special-purpose entity” and changes the requirements for
derecognizing financial assets. The new authoritative accounting guidance also
requires additional disclosures about all continuing involvements with
transferred financial assets including information about gains and losses
resulting from transfers during the period. The new authoritative accounting
guidance under ASC Topic 860 will be effective January 1, 2010 and is not
expected to have a significant impact on the Company’s financial
statements.
8
4.
|
INTANGIBLE
ASSETS
|
The
Company applies the criteria specified in SFAS No. 141 (ASC 805), “Business
Combinations” to determine whether an intangible asset should be recognized
separately from goodwill. Intangible assets acquired through business
acquisitions are recognized as assets separate from goodwill if they satisfy
either the “contractual-legal” or “separability” criterion. Per SFAS 142 (ASC
350), intangible assets with definite lives are amortized over their estimated
useful life and reviewed for impairment in accordance with SFAS No. 144
(ASC 360), “Accounting for the Impairment or Disposal of Long-lived Assets.”
Intangible assets, such as purchased technology, trademark, customer list, user
base and non-compete agreements, arising from the acquisitions of subsidiaries
and variable interest entities are recognized and measured at fair value upon
acquisition. Intangible assets are amortized over their estimated useful lives
from one to ten years. The Company reviews the amortization methods and
estimated useful lives of intangible assets at least annually or when events or
changes in circumstances indicate that it might be impaired. The recoverability
of an intangible asset to be held and used is evaluated by comparing the
carrying amount of the intangible asset to its future net undiscounted cash
flows. If the intangible asset is considered to be impaired, the impairment loss
is measured as the amount by which the carrying amount of the intangible asset
exceeds the fair value of the intangible asset, calculated using a discounted
future cash flow analysis. The Company uses estimates and judgments in its
impairment tests, and if different estimates or judgments had been utilized, the
timing or the amount of the impairment charges could be different.
Goodwill,
trademarks and other intangible assets determined to have indefinite useful
lives are not amortized. We test such trademarks and other intangible
assets with indefinite useful lives for impairment annually, or more frequently
if events or circumstances indicate that an asset might be
impaired. Goodwill, trademarks, patents and other intangible assets
determined to have definite lives are amortized over their estimated useful
lives or the life of the trademark, patent and other intangible asset, whichever
is less.
Impairment
is determined by assessing the recoverable amount of the cash-generating unit
(group of cash-generating units), to which the intangible asset relates. When
the recoverable amount of the cash-generating unit (group of cash-generating
units) is less than the carrying amount, an impairment loss is
recognised.
9
At
December 31, 2009 and June 30, 2009, intangibles were as follows:
Intangibles
|
Gross Carrying
Amount
|
Accumulated
Amortization
|
Impairment
Loss
|
Net Carrying
Amount
December
31,
2009
|
Net Carrying
Amount
June 30, 2009
|
||||||||||||||||
Amortized
intangibles:
|
|||||||||||||||||||||
Australian
Patents
|
$
|
5,897,631
|
$
|
(1,300,369
|
)
|
$
|
-
|
$
|
4,597,262
|
$
|
4,284,773
|
||||||||||
Worldwide
Patents
|
4,465,496
|
(801,847
|
)
|
(1,529,300
|
)
|
2,134,349
|
2,011,523
|
||||||||||||||
Intellectual
Property
|
18,068,593
|
(3,143,153
|
)
|
(5,505,488
|
)
|
9,419,952
|
8,865,082
|
||||||||||||||
Computer
Software
|
552,826
|
(389,180
|
)
|
-
|
163,646
|
158,883
|
|||||||||||||||
Unamortized
intangibles:
|
|||||||||||||||||||||
Intellectual
Property
|
3,336,715
|
-
|
-
|
3,336,715
|
3,006,817
|
||||||||||||||||
$
|
32,321,261
|
$
|
(5,634,549
|
)
|
$
|
(7,034,788
|
)
|
$
|
19,651,924
|
$
|
18,327,078
|
The
Company assigned an 18-year life to the patents that are held by Worldwide PE
Patent and a 19-year life to the patents that are held by PE Patent
Holdco.
The
exchange rate used at June 30, 2009 was A$1.00 = US$0.8048, and the rate
used at December 31, 2009 was A$1.00 = US$0.8931. The strengthening Australian
dollar against the U.S. dollar from June 30 to December 31, 2009 caused the net
book value of intangible assets to increase, notwithstanding the addition to
accumulated amortization.
For
intellectual property, the Company assigned an 18 year life to the intellectual
property that arose from Worldwide PE Patent, a 19 year life to the intellectual
property that arose from PE Patent Holdco, and indefinite life to the
intellectual property that arose from IMT.
Computer
software was assigned a 3-year life.
Amortization
expense from continuing operations for the three months ended December 31, 2009
and 2008 were $664,753 and $714,611, respectively. The Company expects the
amortization expenses for the next five fiscal years to be as
follows:
Fiscal
Year Ending June 30,
|
Annual Amount
|
|||
2011
|
$
|
1,330,000
|
||
2012
|
$
|
1,330,000
|
||
2013
|
$
|
1,330,000
|
||
2014
|
$
|
1,330,000
|
||
2015
|
$
|
1,330,000
|
5.
|
OTHER
ASSETS
|
Following
is the summary of other current assets as of December 31, 2009 and June 30,
2009.
December
31
|
June 30
|
|||||||
Bank guarantees
|
$
|
224,235
|
$
|
206,863
|
||||
Advances
and prepayments
|
8,988
|
42,640
|
||||||
Other
receivables
|
10,137
|
9,134
|
||||||
Other
debtors
|
904,617
|
755,787
|
||||||
Total
|
$
|
1,147,977
|
$
|
1,014,424
|
10
6.
|
PROPERTY,
PLANT AND EQUIPMENT
|
Property,
plant and equipment comprised of the following as of December 31, 2009 and June
30, 2009:
December
31
|
June 30
|
|||||||
Leasehold
improvements
|
$
|
649,009
|
$
|
590,908
|
||||
Less:
Accumulated depreciation
|
105,088
|
62,258
|
||||||
543,921
|
528,650
|
|||||||
Motor
Vehicles
|
83,489
|
75,235
|
||||||
Less:
Accumulated Depreciation
|
47,045
|
38,966
|
||||||
36,444
|
36,269
|
|||||||
Office
Furniture & Equipment
|
1,399,153
|
1,217,911
|
||||||
Less:
Accumulated Depreciation
|
400,160
|
289,911
|
||||||
998,993
|
928,000
|
|||||||
Computer
Hardware
|
461,667
|
413,800
|
||||||
Less:
Accumulated Depreciation
|
371,246
|
315,635
|
||||||
90,421
|
98,165
|
|||||||
Low
Value Pooled Fixed Assets
|
196,700
|
173,057
|
||||||
Less:
Accumulated Depreciation
|
156,581
|
133,162
|
||||||
40,119
|
39,895
|
|||||||
Total
Property, Plant and Equipment, net
|
$
|
1,709,898
|
$
|
1,630,979
|
Included
in property, plant and equipment are assets of approximately $543,555 and
$489,814, as of December 31, 2009 and June 30, 2009, that are leased under
non-cancellable leases and accounted for as capital leases, which expire through
October 2013. The accumulated depreciation included in the property and
equipment for these leases is approximately $146,255 and $102,469 as of December
31, 2009 and June 30, 2009, respectively.
7.
|
INTEREST
BEARING LIABILITIES
|
Interest
bearing liabilities comprised of the following as of December 31, 2009 and June
30, 2009:
December
31
|
June 30
|
|||||||
Current,
as of the period ended
|
||||||||
Capitalized
lease liability
|
$
|
191,796
|
$
|
165,533
|
||||
Secured
loan (1)
|
523,057
|
918,375
|
||||||
$
|
714,853
|
$
|
1,083,908
|
|||||
Non-current,
as of the period ended
|
||||||||
Capitalized
lease liability
|
$
|
137,888
|
$
|
212,720
|
||||
Secured
loan (1)
|
493,081
|
429,733
|
||||||
Total
non-current
|
$
|
630,969
|
$
|
642,453
|
(1) The
Company borrowed A$2.4 million from St George Bank Limited in December 2008
comprising a A$1.9 million term facility and a A$500,000 overdraft facility. The
loan is secured by a first ranking security interest in all of AMI Australia’s
assets and undertakings (including its existing equity interests in PE Patent
Holdco Pty Limited, Intelligent Medical Technologies Pty Limited and Advanced
Medical Institute (NZ) Limited). The term facility is a commercial bill
acceptance/discount facility whereby the Company regularly discounts bills with
the bank at the prevailing interest rate plus a margin of 1.65%. The average
all-up cost of this facility during the six months ended December 31, 2009 was
5.26%. On each rollover date the interest rate is reset. The loan is
due for repayment in December 2011, however the Company is required to make
principal repayments of A$50,000 per month during each month of the
term. As at December 31, 2009, the total outstanding under the
facility was A$1,640,994.
The
interest bearing liabilities require monthly payments of principal and interest
at a per annum interest rate ranging from 5.26% to 14.17%. Interest expense on
the interest bearing liabilities amounted to $326,519 and $130,080 for the six
month periods ended December 31, 2009 and 2008, respectively.
11
Accounts
payable and accrued expenses as of December 31, 2009 and June 30, 2009 are
summarized as follows:
December
31
|
June 30
|
|||||||
Bank
overdraft
|
$
|
570,696
|
$
|
481,319
|
||||
Accounts
payable
|
9,005,760
|
8,642,972
|
||||||
Accrued
salaries
|
617,342
|
480,436
|
||||||
Accrued
professional fees
|
42,422
|
60,360
|
||||||
Other
current liabilities
|
1,342,674
|
1,087,589
|
||||||
Accrued
DDR medication cost
|
1,479,867
|
1,259,512
|
||||||
Accrued
DDR sales commission
|
1,570,070
|
1,377,818
|
||||||
Accrued
DDR collection fee
|
1,570,070
|
1,377,818
|
||||||
Provision
for patient refund
|
80,379
|
120,720
|
||||||
Accrued
compensated absences
|
1,141,364
|
963,892
|
||||||
Total
|
$
|
17,420,644
|
$
|
15,852,436
|
9.
|
LEGAL
PROCEEDINGS
|
As of
December 31, 2009, there was no litigation pending or threatened by or against
the Company or any of its direct or indirect subsidiaries other than AMI
Australia. AMI Australia currently is involved in the following litigation and
administrative matters:
On
October 25, 2006, Bade Medical Institute Pty Limited, Mr. David Wade, Mr. Buddy
Beani and others (collectively “Bade”) applied for Trade Mark No. 114322021 in
respect of the words “AMI Nasal Spray.” AMI Australia lodged an objection to the
registration of that application with IP Australia on June 21, 2007 and that
application was subsequently refused. On December 13, 2007, AMI
Australia commenced proceedings in the Federal Court of Australia Sydney
Registry against Bade alleging Bade was infringing upon AMI Australia’s
trademarks and other intellectual property rights. On December 19, 2007, Bade
consented to orders that Bade transfer ownership of certain domain names and
telephone numbers to AMI Australia and consented to orders that Bade would not
use certain names which contained the word AMI. Bade appears to have
ceased operation since the orders were obtained and has transferred the required
names to AMI Australia. AMI subsequently applied for final orders and damages
against Bade and final hearing of this matter concluded on September 2,
2009. On December 4, 2009 the court found in favor of AMI Australia.
The court allowed AMI Australia’s application, held that Bade contravened
sections 52 an 53 of the Trade Practices Act and passing off, held that AMI
Australia was entitled to a remedy of $220,000 from Bade, awarded costs in favor
of AMI Australia and held that Mr and Mrs Wade were liable to pay interest to
AMI Australia on the amount awarded to AMI Australia. Mr & Mrs Wade appealed
this decision on January 27, 2010 and Dr Beani appealed this decision on January
29, 2010. The core claim in the appeal is that Mr Wade was medically unfit to
give evidence in the matter and this fundamentally affected their
defence.
On June
12, 2009, AMI Australia obtained an interlocutory injunction from the Supreme
Court of New South Wales preventing Fairfax Media Publications Limited
(“Fairfax”) from publishing information which AMI Australia alleges was
disclosed to Fairfax in breach of a duty of confidence owed to AMI
Australia. Final hearing of this matter commenced on October 26, 2009
but was unable to be concluded by October 28, 2009, the final scheduled date for
the hearing of the matter. The court has ordered AMI Australia to lodge
written submissions by March 10, 2009, with final oral submissions to be heard
on March 19, 2009. AMI Australia’s interlocutory injunction has been extended
until that date.
10.
|
LEASE
COMMITMENTS
|
The
Company is party to long-term, non-cancellable operating leases for its
administrative offices and clinic locations. The future aggregate minimum annual
lease payments arising from these leases are as follows:
December
31
|
||||
Due
during the period ended,
|
||||
536,361
|
||||
2012
|
454,078
|
|||
2013
|
360,621
|
|||
2014
|
310,544
|
|||
2015
|
302,357
|
|||
2016
|
302,357
|
|||
$
|
2,266,318
|
12
Rent paid
for the six month periods ended December 31, 2009 and 2008 were $698,405 and
$582,435, respectively.
11.
|
DISCONTINUED
OPERATION
|
AMI
Japan Kabushiki Gaisya
AMI Japan
Kabushiki Gaisya (“AMI Japan”) was an indirect 75% owned subsidiary of the
Company. AMI Japan had formed an alliance with a Japanese party with expertise
in marketing in the Japanese market and two financial investors. AMI Japan
commenced operations on October 1, 2006.
On or
about February 4, 2008, the operation of AMI Japan was wound down and
discontinued due to unsatisfactory operating results.
Loss from
the discontinued operation of AMI Japan during the period ended December 31,
2009 was $24,615.
The
capital contributed to AMI Japan of $211,311 has been classified as assets
pending sale on the accompanying consolidated balance sheet as of December 31,
2009.
Following
is the summary of net assets held as of December 31 and June 30,
2009:
December
31
|
June 30
|
|||||||
Assets
|
||||||||
Cash
and cash equivalents
|
$
|
742
|
$
|
1,704
|
||||
Other
current assets
|
90,644
|
84,005
|
||||||
Property,
Plant & Equipment, net
|
123,439
|
126,552
|
||||||
Intangible
assets
|
994
|
3,837
|
||||||
Total
Assets
|
215,819
|
216,098
|
||||||
Liabilities
|
||||||||
Accounts
payable and accrued expense
|
4,508
|
4,078
|
||||||
|
||||||||
Total
Liabilities
|
4,508
|
4,078
|
||||||
|
||||||||
Net
Assets Held for disposal
|
$
|
211,311
|
$
|
212,020
|
The
components of loss from operations related to the entity held for disposal for
the periods ended December 31, 2009 and 2008 are shown below.
December
31,
2009
|
December
31,
2008
|
|||||||
Net
sales
|
$
|
65,278
|
$
|
38,034
|
||||
Operating
expenses
|
||||||||
Selling,
general and administrative
|
89,893
|
173,409
|
||||||
Total
operating expenses
|
89,893
|
173,409
|
||||||
Loss
from operations
|
(24,615
|
)
|
(135,375
|
)
|
||||
Non-operating
income (expenses)
|
||||||||
Other
income
|
-
|
17,516
|
||||||
Interest
income
|
-
|
35
|
||||||
Net
Loss before income tax
|
(24,615
|
)
|
(117,824
|
)
|
||||
Provision
for income tax
|
-
|
-
|
||||||
|
||||||||
Net
loss from entity held for disposal
|
$
|
(24,615
|
)
|
$
|
(117,824
|
)
|
AMI
China
AMI China
was a fully owned subsidiary of the Company.
During
the second half of the last financial year, the operation of AMI China was wound
down and discontinued due to unsatisfactory operating results.
Loss from
the discontinued operation of AMI China during the period ended December 31,
2009 was US$10,762.
The
capital contributed to AMI Japan of US$80,712 has been classified as assets
pending sale on the accompanying consolidated balance sheet as of December 31,
2009.
Following
is the summary of net assets held as of December 31 and June 30,
2009:
|
December
31
|
June 30
|
||||||
Assets
|
||||||||
Cash
and cash equivalents
|
$
|
13,511
|
$
|
13,121
|
||||
Other
current assets
|
45,365
|
39,532
|
||||||
Property,
Plant & Equipment, net
|
21,858
|
21,226
|
||||||
Total
Assets
|
80,734
|
73,879
|
||||||
Liabilities
|
||||||||
Accounts
payable and accrued expense
|
24
|
22
|
||||||
|
||||||||
Total
Liabilities
|
24
|
22
|
||||||
|
|
|||||||
Net Assets Held for
disposal
|
$
|
80,710
|
$
|
73,857
|
The
components of loss from operations related to the entity held for disposal for
the periods ended December 31, 2009 and 2008 are shown below.
2009
|
2008
|
|||||||
Net
sales
|
$
|
-
|
$
|
5,148
|
||||
Operating
expenses
|
||||||||
Selling,
general and administrative
|
10,762
|
(120,606
|
)
|
|||||
Total
operating expenses
|
10,762
|
(120,606
|
)
|
|||||
Net
loss before income tax
|
(10,762
|
)
|
(115,458
|
)
|
||||
Provision
for Income tax
|
-
|
-
|
||||||
Net
loss from entity held for disposal
|
$
|
(10,762
|
)
|
$
|
(115,458
|
)
|
14
12.
|
RELATED
PARTY TRANSACTIONS
|
December
31,
2009
|
June
30,
2009
|
|||||||
Related
party transactions comprised of the following:
|
||||||||
Prostate
Health Clinic Pty. Ltd. (an AU co.)
|
||||||||
Relationship:
Under common management control by Jack Vaisman
|
||||||||
Receivable
from this related party
|
1,908
|
1,719
|
||||||
Loan
to affiliate in Indonesia
|
346,791
|
426,806
|
||||||
Receivable
due from related parties - current
|
$
|
348,699
|
$
|
428,525
|
||||
Peter
Riley
|
||||||||
Relationship:
Director of AMI UK
|
||||||||
Payable
to this related party
|
70,872
|
73,513
|
||||||
Jacov
Vaisman
|
||||||||
Relationship:
Director of AMI Inc.
|
||||||||
Payable
to this related party
|
-
|
173,032
|
||||||
Tony
Khan
|
||||||||
Relationship:
Executive Vice President of AMI Inc.
|
||||||||
Payable
to this related party
|
35,724
|
32,192
|
||||||
Payable
due to related parties - current
|
$
|
106,596
|
$
|
278,737
|
||||
Secare
Health Centre Pty Limited
|
||||||||
Relationship:
Under common management control by Jack Vaisman
|
||||||||
Payable
to this related party – non current
|
$
|
5,360,693
|
$
|
3,803,131
|
Total
receivables due from related parties included in the Company’s balance sheets
were $348,699 and $428,525, as of December 31, 2009 and June 30, 2009,
respectively.
Total
payables due to related parties included in the Company’s balance sheets were
$5,467,289 as of December 31, 2009 and $4,081,868 as of June 30,
2009.
Receivables
from related parties are unsecured, interest-free, and due on
demand.
15
Payables
to related parties are as follows:
The
Company borrowed A$1.0 million from Secare Health Centre Pty Limited (“Secare”)
in November 2008. Secare is controlled by the Company’s chief
executive officer and founder, Jack Vaisman. The Company subsequently borrowed a
further A$4,631,489 from Secare. The loan is secured by a second ranking
security interest in all of AMI Australia’s assets and undertakings (including
its existing equity interests in PE Patent Holdco Pty Limited, Intelligent
Medical Technologies Pty Limited and Advanced Medical Institute (NZ) Limited).
The loan bears interest at a rate of 10% per annum. No repayment of
this loan has been made as at December 31, 2009. The loan is due for
repayment in December 2011.
13.
|
INCOME
TAXES
|
Total
income tax expense for the six months ended December 31, 2009 and 2008 amounted
to $459,035 and $536,287, respectively. For the six month period ended December
31, 2009 and 2008 there is a difference of 1% between the Australian federal
statutory tax rate and the effective tax rate. This difference is due to the
domicile of operating profits and losses as well as the impact of
timing and past operating profits (losses) on these matters.
December
31, 2009
|
U.S.
|
State
|
International
|
Total
|
||||||||||||
Current
|
$
|
-
|
$
|
-
|
$
|
255,932
|
$
|
255,932
|
||||||||
Deferred
|
$
|
-
|
$
|
-
|
$
|
203,103
|
$
|
203,103
|
||||||||
Total
|
$
|
-
|
$
|
-
|
$
|
459,035
|
$
|
459,035
|
December
31, 2008
|
U.S.
|
State
|
International
|
Total
|
||||||||||||
Current
|
$
|
-
|
$
|
-
|
$
|
423,816
|
$
|
423,816
|
||||||||
Deferred
|
$
|
-
|
$
|
-
|
$
|
112,471
|
$
|
112,471
|
||||||||
Total
|
$
|
-
|
$
|
-
|
$
|
536,287
|
$
|
536,287
|
Reconciliation
of the differences between the statutory U.S. Federal income tax rate and the
effective rate is as follows:
December 31,
|
||||||||
2009
|
2008
|
|||||||
Federal
statutory tax rate
|
34
|
%
|
34
|
%
|
||||
Decrease
in rate resulting from:
|
||||||||
Non-US
income taxed at different rates
|
(1
|
)%
|
(1
|
)%
|
||||
33
|
%
|
33
|
%
|
|||||
Temporary
Difference
|
21
|
%
|
5
|
%
|
||||
Effective
Tax Rate
|
54
|
%
|
38
|
%
|
Deferred
tax liability arises due to the following temporary differences:
December
31,
2009
|
Future tax
rate %
|
Deferred tax
liability
|
June 30, 2009
|
Future tax
rate %
|
Deferred tax
liability
|
|||||||||||||||||||
Owing by
patients via ACFC
|
$ | (35,268,470 | ) | 30 | % | $ | (10,580,541 | ) | $ | (28,861,821 | ) | 30 | % | $ | (8,658,546 | ) | ||||||||
Provision
DDR cancellation
|
19,708,930 | 30 | % | 5,912,679 | 16,788,933 | 30 | % | 5,036,680 | ||||||||||||||||
Provision
un-dispensed DDR medications
|
1,479,867 | 30 | % | 443,960 | 1,259,512 | 30 | % | 377,854 | ||||||||||||||||
Accrued
ACFC collection and commission
|
3,140,140 | 30 | % | 942,042 | 2,755,635 | 30 | % | 826,691 | ||||||||||||||||
Provision
for patient refund
|
80,380 | 30 | % | 24,114 | 120,720 | 30 | % | 36,216 | ||||||||||||||||
Unutilized
tax losses
|
7,038,387 | 30 | % | 2,111,516 | 5,663,851 | 30 | % | 1,699,155 | ||||||||||||||||
Amortization
of patents
|
(2,631,617 | ) | 30 | % | (789,485 | ) | (2,083,987 | ) | 30 | % | (625,196 | ) | ||||||||||||
Impairment
loss
|
6,303,340 | 30 | % | 1,891,002 | 5,680,134 | 30 | % | 1,704,040 | ||||||||||||||||
Other
miscellaneous
|
1,087,927 | 30 | % | 326,378 | 937,806 | 30 | % | 281,354 | ||||||||||||||||
Total
|
$ | 938,884 | 30 | % | $ | 281,665 | $ | 2,260,783 | 30 | % | $ | 678,248 |
16
OTHER
COMPREHENSIVE INCOME (LOSS)
|
Balances
of related after-tax components comprising accumulated other comprehensive
income (loss), included in stockholders’ equity, at December 31, 2009 and June
30, 2009 are as follows:
Accumulated
Other
Comprehensive
Income
|
||||
Balance
at June 30, 2008
|
$
|
6,972,500
|
||
Change
for year ended June 30, 2009
|
(6,018,555
|
)
|
||
Balance
at June 30, 2009
|
953,945
|
|||
Change
for six months ended December 31, 2009
|
1,454,976
|
|||
Balance
at December 31, 2009
|
$
|
2,408,921
|
The
change for the six months ended December 31, 2009 is primarily attributable to
the appreciation in the Australian dollar against the US dollar from the closing
rate of A$:US$ 1:0.80480 as at June 30, 2009 to A$:US$ 1:0.89310 as at
December 31, 2009.
17
The
following discussion should be read in conjunction with the Company's financial
statements and the notes to those financial statements appearing elsewhere in
this quarterly report on Form 10-Q as well as the Company’s annual
report on Form 10-K for the year ended June 30, 2009.
Preliminary
Note Regarding Forward-Looking Statements
The
statements contained in this quarterly report on Form 10-Q that are not purely
historical are forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. These include statements about
the our expectations, beliefs, intentions or strategies for the future and may
be indicated by words or phrases such as “anticipate,” “expect,” “intend,”
“plan,” “will,” “believes,” and similar words or phrases. The
forward-looking statements are based on the Company’s current expectations and
are subject to certain risks, uncertainties and assumptions that could cause our
actual results in future periods to differ materially from those projected or
contemplated in the forward-looking statements. All forward-looking
statements included in this document are based on information available to us on
the date of this quarterly report and we assume no obligation to update any
forward-looking statements.
Overview
We were
originally incorporated under the name of Hawksdale Financial Visions, Inc. on
December 6, 1996 under the laws of the State of Nevada. We were involved in the
business of timeshares, but became dormant on March 31, 1997, and until January
28, 2005, we were a “blank check” company with nominal assets. On October 15,
2004, we changed our name to “Advanced Medical Institute Inc.” On March 21,
2005, we completed a Share Exchange Agreement with Advanced Medical Institute
Pty Limited, a privately owned Australian company (“AMI Australia”), whereby AMI
Australia became our wholly-owned subsidiary. On November 17, 2005, we entered
into a Share Exchange Agreement with PE Patent Holdco Pty Limited, a privately
owned Australian company (“PE Patent Holdco”), whereby PE Patent Holdco became
our wholly-owned subsidiary. On September 8, 2006, we entered into a Share
Exchange Agreement with Worldwide PE Patent Holdco Pty Limited (ACN 117 157
727), a privately owned Australian company (“Worldwide PE”), whereby Worldwide
PE became our wholly-owned subsidiary.
Business
Overview
AMI is a
service provider company that arranges for patients with sexual dysfunction and
prostate problems in Australia, New Zealand and the United Kingdom to be
provided with medical services, pharmaceuticals and associated clinical support
services. Principal treatments are for premature ejaculation ("PE")
and erectile dysfunction ("ED").
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
discussion and analysis of financial condition and results of operations is
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates, including those related to accounts
receivable reserves, provisions for impairment losses of affiliated companies
and other intangible assets, income taxes and contingencies. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The
following critical accounting policies have been used in the preparation of our
consolidated financial statements:
Revenue
Recognition. Sales are recorded as unearned revenue
when the sales contracts are executed and the term of the contract exceeds three
months. Up to three months medication is delivered to the patient upon the
signing of a contract. Generally the terms of the sales contracts are up to one
year, but they can be for longer periods of time. The unearned revenue arising
from the contracts that exceed three months is then amortized, on a
straight-line basis, into income during the approximated composite remaining
medication delivery period. This approximated composite is an estimate that may
vary from period to period.
Allowance for
Doubtful Accounts. We evaluate the collectibility of our trade
receivables based on a combination of factors. We regularly analyze our
significant customer accounts and, when we become aware of a specific customer’s
inability to meet its financial obligations to us, such as in the case of
bankruptcy filings or deterioration in the customer’s ability to pay for our
services, we record a specific reserve for bad debt to reduce the related
receivable to the amount we reasonably believe is collectible. The allowances
are calculated based on detailed review of certain individual customer accounts,
historical rates and an estimation of the overall economic conditions affecting
our customer base.
18
The
following table sets forth, for the periods indicated, certain operating
information expressed as a percentage of revenue:
Results of
operations:
Three
Months ended
December
31,
|
Six
Months ended
December
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Revenue
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||||
Cost
of revenue
|
37.6
|
%
|
21.1
|
%
|
27.2
|
%
|
21.9
|
%
|
||||||||
Gross
profit
|
62.4
|
%
|
78.9
|
%
|
72.8
|
%
|
78.1
|
%
|
||||||||
Selling,
general and administrative expenses
|
126.1
|
%
|
74.2
|
%
|
85.3
|
%
|
73.9
|
%
|
||||||||
Other
income and expenses
|
(2.7
|
)%
|
0.5
|
%
|
(1.5
|
)%
|
0.2
|
%
|
||||||||
Discontinued
operation
|
(0.2
|
)%
|
(1.0
|
)%
|
(0.2
|
)%
|
(0.8
|
)%
|
||||||||
Income
before income tax
|
(66.6
|
)%
|
4.2
|
%
|
(14.2
|
)%
|
3.6
|
%
|
||||||||
Income
tax expenses
|
0.1
|
%
|
1.3
|
%
|
2.2
|
%
|
1.9
|
%
|
||||||||
Net
income
|
(66.7
|
)%
|
2.9
|
%
|
(16.4
|
)%
|
1.7
|
%
|
19
LIQUIDITY
AND CAPITAL RESOURCES
Our
primary sources of liquidity are cash and cash flows from operations. Our
aggregate cash balances as at December 31, 2009 were $218,420 and our net
receivables were approximately $22.7 million. Our receivables are due on average
within 90-180 days. Our accounts payable have increased from $15.8 million at
June 30, 2009 to $17.4 million at December 31, 2009.
Net cash
used in operating activities was $(4,256) in the six months ended December 31,
2009, compared to $(735,394) in the six months ended December 31, 2008,
representing a decrease of $721,138 or 98%. The decrease in net
cash used in operating activities was commensurate with the decrease in fewer
patients purchasing our programs as a result of difficult economic conditions
and a reduction in the advertising and promotion of our programs in Australia
during the six months ended December 31, 2009.
Net cash
used in investing activities was $(937,655) for the six months ended December
31, 2009, compared to $(1,334,604) for the six months ended December 31, 2008.
This increase results primarily from a reduction on funding invested into our UK
operation.
Net cash
provided by financing activities was $358,457 for the six months ended December
31, 2009, compared to $1,294,671 for the six months ended December 31, 2008.
This decrease is attributable to the reduction in new loans obtained during the
six months ended December 31, 2009. We obtained a term facility of
A$1.9 during the six months ended December 31, 2008.
We
forecast that we will be able to generate sufficient funds from our business in
order to fund our operations in the ordinary course during the next 12 months.
However, there is some uncertainty associated with this
forecast. This forecast is based on the positive cash flow from
operating activities over the past six months. If our actual results over the
next six months are materially worse than the forecast, then it is possible that
we would need to raise funds through borrowings or capital raisings. In such
event, there could be no assurance as to whether we could obtain any such
financing or, if successful, what the terms might be.
In the
event that we were to expand our business, we would need to raise debt or equity
in order to finance any expansion. However, there can be no assurance
that we could obtain sufficient funds from operations or from additional
financing. Our access to
additional financing will depend on a variety of factors such as market
conditions, the general availability of credit, the overall availability of
credit to our industry, our credit capacity, as well as the possibility that
lenders could develop a negative perception of our long- or short-term financial
prospects. If a combination of these factors were to occur, our internal sources
of liquidity may prove to be insufficient, and in such case, we may not be able
to successfully obtain additional financing on favorable terms.
This could restrict our
ability to: (1) acquire new businesses or enter new markets,
(2) service our existing debt, (3) make necessary capital investments,
and (4) make other expenditures necessary for the ongoing conduct of our
business.
We
borrowed A$3 million from ANZ Nominees Limited in its capacity as custodian of
the Professional Pensions PST in September 2006. The outstanding
balance of this loan was fully repaid in December 2008 using funds from the St
George facility discussed below.
We
borrowed A$2.4 million from St George Bank Limited in December 2008 comprising a
A$1.9 million term facility and a A$500,000 overdraft facility. The loan is
secured by a first ranking security interest in all of AMI Australia’s assets
and undertakings (including its existing equity interests in PE Patent Holdco
Pty Limited, Intelligent Medical Technologies Pty Limited and Advanced Medical
Institute (NZ) Limited). The term facility is a commercial bill
acceptance/discount facility whereby the Company regularly discounts bills with
the bank at the prevailing interest rate plus a margin of 1.65%. The average
all-up cost of this facility during the period was 5.26%. On each rollover the
interest rate is reset. The loan is due for repayment in
December 2011, however the Company is required to make principal repayments of
A$50,000 per month during each month of the term. As at December 31,
2009, the total outstanding under the facility was A$1,640,994.
We
borrowed A$1 million from Secare Health Centre Pty Limited (“Secare”) in
December 2008. Secare is controlled by our chief executive officer
and founder, Jack Vaisman and the Company has subsequently borrowed a further
A$4,631,489 from Secare. The loan is secured by a second ranking security
interest in all of AMI Australia’s assets and undertakings (including its
existing equity interests in PE Patent Holdco Pty Limited, Intelligent Medical
Technologies Pty Limited and Advanced Medical Institute (NZ) Limited). The loan
bears interest at 10% per annum. The loan is due for repayment in
December 2011.
The loans
referred to above were provided to repay the ANZ facility, to fund expansion
into the United Kingdom and to meet operational expenses.
20
RESULTS
OF OPERATIONS
SIX
MONTHS ENDED DECEMBER 31, 2009 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
2008
Revenue.
Revenue was $20,870,739 in the six months ended December 31, 2009, compared to
$29,155,445 in the six months ended December 31, 2008, representing a decrease
of $8,284,706, or 28%. This decrease in revenue was
primarily due to an increase in the provision for doubtful
accounts from $3,170,063 to $7,445,091 for the six months ended December 31,
2009 that mostly related to our UK operations.
Our
unearned revenue as at December 31, 2009 was $7,146,073 compared to $8,003,468
as at June 30, 2009. The gross decrease in unearned revenue from the six months
ended December 31, 2008 to the six months ended December 31, 2009 was $857,395,
or a decrease of 10.7%. The decrease in unearned revenue at December 31, 2009 is
primarily attributed to fewer patients seeking new treatments during
the quarter ended December 31, 2009.
Revenue
in our PE treatments has decreased by $4,209,424 or 26.8% to $11,513,709, and
revenue in our ED treatments decreased by $3,351,738 or 26.8% to $9,165,652, in
the six months ended December 31, 2009, compared to the six months ended
December 31, 2008. We attribute the decrease in revenue in our PE and ED
treatments to the decrease in the number of patients and the significant
provision for doubtful debt on our UK operation. Revenue in our prostate
treatments has decreased by $545,345 or 71.2%, to $220,345, in the six months
ended December 31, 2009, compared to the six months ended December 31, 2008. We
attribute the decrease in revenue in our prostate treatments to decreases in the
number of patients.
Revenue
in our Australian operations was $20,372,971 in the six months ended December
31, 2009, compared to $25,142,030 in the six months ended December 31, 2008.
Compared to the same period in the previous year, there is a decrease of
$4,769,059, or 18.9%, in the six months ended December 31, 2009. The decrease in
the six-month period ended December 31, 2009 is primarily attributable to the
decrease in the number of patients purchasing our programs which is due to
difficult economic condition and a reduction in the advertising and promotion of
our programs in Australia during the relevant period.
Cost of
Revenue. Cost of revenue was $5,684,117 in the six months ended December
31, 2009, compared to $6,381,137 in the six months ended December 31, 2008. The
decrease in cost of revenue was attributable to a decrease in the medication
cost incurred by AMI Australia. As a percentage of revenue, cost of revenue was
27.2% in the six months ended December 31, 2009, compared to 21.9% in the six
months ended December 31, 2008. We attribute this increase primarily
to the decrease in revenue during the relevant period being more than the
decrease in related staff costs such as salaries of doctors, sales consultants
and customer services.
Gross Profit. Gross profit was
$15,186,622 in the six months ended December 31, 2009, compared to $22,774,308
in the 2008 comparable period. As a percentage of revenue, gross profit
decreased to 72.8% in the quarter ended December 31, 2009 from 78.1% in the 2008
quarter. We attribute this decrease primarily to the increase in the percentage
of cost of revenue to revenue during the relevant period.
Selling, General
and Administrative Expenses. Selling, general and administrative expenses
were $17,800,390 in the six months ended December 31, 2009, compared to
$21,554,028 in the six months ended December 31, 2008, representing a decrease
of $3.7 million or 17%. This decrease was primarily due to less advertising. As
a percentage of revenue, selling, general and administrative expenses increased
to 85.3% in the six months ended December 31, 2009 from 73.9% in the six months
ended December 31, 2008. We attribute this increase primarily to the decrease in
revenue during the six months ended December 31, 2009being more than the
decrease in selling, general and administrative expenses.
Other Income and
(Expenses). Other income and expenses was net expenses of $322,495 in the
six months ended December 31, 2009, compared to other net income of $50,867 in
the six months ended December 31, 2008. As a percentage of revenue, other income
and expenses was (1.5%) in the six months ended December 31, 2009 and 0.2% in
the six months ended December 31, 2008. The 1.7% decrease in the
other income and expenses in six months ended December 31, 2009 is primarily
attributable to the increase in interest expenses that resulted from additional
borrowings and higher interest rates on our Australian dollar borrowings.
21
Net Income Before
Income Tax and Income Tax Expenses. Net income before income tax was
($2,971,640) in the six months ended December 31, 2009, compared to $1,037,866
in the six months ended December 31, 2008. The decrease is primarily
attributable losses generated in our UK operations in the six months ended
December 31, 2009.
Income
tax expenses were $459,035 in the six months ended December 31, 2009 compared to
$536,287 in the six months ended December 31, 2008. As a percentage of revenue,
income tax expense increased to 2.9% in the six months ended December 31, 2009
from 1.9% in the six months ended December 31, 2008. The increase is primarily
attributable to the decrease in revenue in the six months ended December 31,
2009.
Net
Income. Net income was ($3,430,675) in the six months ended December 31,
2009, compared to $501,579 in the six months ended December 31, 2008. The
decrease in net income is primarily attributable to losses generated in our UK
operations for the six months ended December 31, 2009.
Net
income in our Australian operations was $1,050,550 in the six months ended
December 31, 2009, compared to $1,237,646 in the six months ended December 31,
2008. The decrease is primarily attributable to the decrease in revenue in AMI
Australia in the six months ended December 31, 2009.
THREE
MONTHS ENDED DECEMBER 31, 2009 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2008
Revenue.
Revenue was $6,363,028 in the three months ended December 31, 2009, compared to
$13,210,997 in the three months ended December 31, 2008, a decrease of
$6,847,969, or 52%. We attribute this decrease primarily
to the decrease in the number of patients purchasing our programs which is due
to difficult economic conditions and a reduction in the advertising and
promotion of our programs in Australia during the relevant period and the
significant provision for doubtful debt on our UK operation.
Our
unearned revenue as at December 31, 2009 was $7,146,073 compared to $8,003,468
as at June 30, 2009. The gross decrease in unearned revenue from the three
months ended December 31, 2008 to the three months ended December 31, 2009 was
$857,395, or a decrease of 10.7%. The decrease in unearned revenue in the
three-month period is primarily attributed to fewer new patients during
the quarter ended December 31, 2009.
Revenue
in our PE treatments has decreased by $4,700,957 or 77.8% to $1,343,510, and
revenue in our ED treatments decreased by $1,963,126 or 28.7% to $4,888,236, in
the three months ended December 31, 2009, compared to the three months ended
December 31, 2008. We attribute the decrease in revenue in our PE and ED
treatments to the decrease in the number of patients and the significant
provision for doubtful debt on our UK operation. Revenue in our prostate
treatments has decreased by $409,302 or 77.8%, to $116,885, in the three months
ended December 31, 2009, compared to the three months ended December 31, 2008.
We attribute the decrease in revenue in our prostate treatments to decreases in
the number of patients.
Revenue
in our Australian operations was $8,697,719 in the three months ended December
31, 2009, compared to $9,734,524 in the three months ended December 31, 2008.
Compared to the same period in the previous year, there is a decrease of
$1,036,805, or 10.6%, in the three months ended December 31, 2009. The decrease
in the three-month period ended December 31, 2009 is primarily attributable to
the decrease in the number of patients purchasing our programs which is due to
difficult economic condition and a reduction in the advertising and promotion of
our programs in Australia during the relevant period.
Cost of
Revenue. Cost of revenue was $2,392,886 in the three months ended
December 31, 2009, compared to $2,789,937 in the three months ended December 31,
2008. The decrease in cost of revenue was attributable to a decrease in the
medication cost incurred by AMI Australia. As a percentage of revenue, cost of
revenue was 37.6% in the three months ended December 31, 2009, compared to 21.1%
in the three months ended December 31, 2008. We attribute this
increase primarily to the decrease in revenue during the relevant period being
more than the decrease in related staff costs such as salaries of doctors, sales
consultants and customer services.
Gross
Profit. Gross profit was $3,970,142 in the three months ended December
31, 2009, compared to $10,421,060 in the 2008 comparable period. As a percentage
of revenue, gross profit decreased to 62.4% in the quarter ended December 31,
2009 from 78.9% in the 2008 quarter. We attribute this decrease primarily to the
increase in the percentage of cost of revenue to revenue during the relevant
period.
Selling, General
and Administrative Expenses. Selling, general and administrative expenses
were $8,025,415 in the three months ended December 31, 2009, compared to
$9,800,763 in the three months ended December 31, 2008. As a percentage of
revenue, selling, general and administrative expenses increased to 126.1% in the
three months ended December 31, 2009 from 74.2% in the three months ended
December 31, 2008. The increase in the three months ended December 31, 2009 is
primarily attributable to the decrease in revenue during the relevant
period.
Other Income and
(Expenses). Other income and expenses was a net expense of ($170,209 in
the three months ended December 31, 2009, compared to other net income of
$67,356 in the three months ended December 31, 2008. As a percentage of revenue,
other income and expenses was (2.7%) in the three months ended December 31, 2009
and 0.5% in the three months ended December 31, 2008. The 3.2%
decrease in the other income and expenses in 2009 is primarily attributable to
the increase in interest expenses that resulted from additional borrowings and
higher interest rates on our Australian dollar borrowings.
Net Income Before
Income Tax and Income Tax Expenses. Net income before income tax was
($4,237,525) in the three months ended December 31, 2009, compared to $549,373
in the three months ended December 31, 2008. The decrease is primarily
attributable to losses generated in our UK operations in the three months ended
December 31, 2009.
Income
tax expenses were $9,702 in the three months ended December 31, 2009 compared to
$162,440 in the three months ended December 31, 2008. As a percentage of
revenue, income tax expense decreased to 0.1% in the three months ended December
31, 2009 from 1.3% in the three months ended December 31, 2008. The decrease is
primarily attributable the decrease in revenue in the three months ended
December 31, 2009.
Net Income
. Net income was ($4,247,227) in the three months ended December 31, 2009,
compared to $386,933 in the three months ended December 31, 2008. The decrease
is primarily attributable to losses generated in our UK operations in the three
months ended December 31, 2009.
Net
income in our Australian operations was $20,079 in the three months ended
December 31, 2009, compared to $361,461 in the three months ended December 31,
2008. The decrease is primarily attributable the decrease in revenue in the
three months ended December 31, 2009.
OFF-BALANCE SHEET
ARRANGEMENTS
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a material current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
As a
“smaller reporting company”, we are not required to provide this
information.
23
ITEM
4T. CONTROLS AND PROCEDURES
(a) Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our principal executive officer and
principal financial officer has evaluated the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and 15(d) –
15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as of the end of the period covered by this report. Based
on such evaluation, our principal executive officer and principal financial
officer have concluded that, as of the end of such period, our disclosure
controls and procedures are effective in recording processing, summarizing and
reporting, on a timely basis, information required to be disclosed by us in
reports we file or submit under the Exchange Act and are effective in ensuring
that information required to be disclosed by us in reports that we file or
submit under the Exchange Act is accumulated and communicated to management,
including our principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding disclosure.
(b) Changes
in internal controls over financial reporting.
During
the second quarter of 2009, in connection with our evaluation of internal
control over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act of 2002, we concluded that there were no changes in our
internal control procedures that materially affected, or are reasonably likely
to materially affect, our internal control our financial reporting.
PART II -
OTHER INFORMATION
Item 1. Legal Proceedings.
Please
see Note 8 to our financial statements above.
Item 1A. Risk Factors
As a
“smaller reporting company”, we are not required to provide this
information.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.
Not
applicable for this quarterly report.
Item 3. Defaults upon Senior
Securities.
Not
applicable for this quarterly report.
Item 4. Submission of Matters to a Vote of
Security Holders.
Not
applicable for this quarterly report.
Item 5. Other Information.
Not
applicable for this quarterly report.
Item 6. Exhibits.
The
following exhibits are filed as part of this report:
Exhibit Number
|
Description
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32
|
Certification
of Chief Executive Officer and the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
24
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ADVANCED
MEDICAL INSTITUTE INC.
|
|||
Date:
March 3, 2010
|
By:
|
/s/
Jacov (Jack) Vaisman
|
|
Jacov
(Jack) Vaisman
|
|||
Chief
Executive Officer
|
|||
|
By:
|
/s/
Dilip Shrestha
|
|
Dilip
Shrestna
|
|||
Chief
Financial Officer
|
|||
25
Exhibit
Index
Exhibit Number
|
Description
|
|
31.1
|
Certification
of Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act
of 2002.
|
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
|
Certification
of Chief Executive Officer and the Chief Financial Officer pursuant
Section 906 of the Sarbanes-Oxley Act of
2002.
|
26