PATENT, CONTINGENT NOTE PAYABLE AND CONTINGENT COMPENSATION | 9 Months Ended |
|---|---|
Sep. 30, 2011 | |
| PATENT, CONTINGENT NOTE PAYABLE AND CONTINGENT COMPENSATION |
7. PATENT, CONTINGENT NOTE PAYABLE AND CONTINGENT
COMPENSATION
On September 10, 2009, ASRI purchased a patent for a needle
destruction device known as the Disintegrator® (including
trademarks for the Disintegrator®, Disintegrator Plus®
and Disintegrator Pro®) and other assets from Safeguard
Medical Technologies, LLC (“Safeguard” or the
“Seller”), in exchange for 250,000,000 shares of the
Company’s common stock (1,250,000 shares after consideration
of the 200-to-1 reverse stock split) and assumption of a contingent
note payable up to $1,200,000. Accordingly, the Company
recorded the patent at $2,652,272 equivalent to the trading value
of common stock at the closing bid price on September 10, 2009, in
the amount of $1,875,000 and the discounted amount of a $1,200,000
assumed contingent note payable in the amount of
$777,272. On December 31, 2010, the Company recorded a
patent impairment charge of $1,749,664 to write-down the carrying
value of the patent to $639,138, representing the present value of
expected future cash flows over the remaining life of the
patent. For the nine months ended September 30, 2011 and
2010, amortization expense amounted to $41,987 and $158,082,
respectively. As of September 30, 2011, the carrying
value of the patent was $597,151.
The assumed $1.2 million, non-interest bearing, contingent note is
payable to a party related to the Seller in two installments upon
reaching certain targets. The first installment of
$600,000 is payable upon the Company reaching $6,000,000 in
combined new capital and revenue from sales of the Disintegrator
Plus® and certain other products introduced by the Seller
within two (now three) years of September 10, 2009. The
second installment of $600,000 is payable upon the Company reaching
an additional $4,000,000 of combined new capital and revenue within
two years of the due date of the first installment. At
the Company’s option, the first and second installments may
each be paid over 12 months after achievement of the respective
combined capital and revenue targets. As it is probable
that the Company will reach the combined capital and revenue
targets within four (now five) years, the $1.2 million note
obligation has been recognized at a discount. Subsequent
changes to the Company’s estimate of the amount due on this
contingent note payable will be recorded in the Company’s
financial statements when known. During the nine months
ended September 30, 2011 and 2010, the Company recognized $61,091
and $108,156 of interest expense related to amortization of this
contingent note payable, respectively.
On July 26, 2011, the Company issued 500,000 common shares to a
party related to the Seller in exchange for a $200,000 reduction of
principal on the first $600,000 installment of the contingent
note. The value of the common stock on the effective
date of the principal reduction was $120,000. Therefore
the Company recognized a gain in the amount of
$80,000. As the party related to the Seller is now
deemed a related party to the Company, the gain was accounted for
as an adjustment to additional paid in capital. The
total amount due on the contingent note assuming all targets are
met is now $1,000,000 and the carrying value of the contingent note
payable is $857,791 as of September 30, 2011.
Simultaneous with the patent acquisition, the Company agreed to
hire an executive and majority owner of the Seller to assist with
operations, sales and marketing, and entered into a ten year
employment agreement with the executive (See Note 10 –
Commitments and Contingencies), and retain the Seller for
production, engineering and quality control services. In
consideration for entering into the employment agreement and other
agreements with the Seller, the Company agreed to issue up to
250,000,000 warrants (1,250,000 warrants after consideration of the
200-to-1 reverse stock split) and pay up to $200,000 as a cash
bonus, both contingent upon future sales of the Disintegrator®
and certain other products, to the executive and majority owner of
the Seller. Management determined that the contingent
warrants and contingent bonus payable qualified for treatment as
contingent compensation for accounting
purposes. Subsequent changes to the Company’s
estimate of the total amount of compensation due will be recorded
in the Company’s financial statements when
known.
As it is probable that the Company will reach $7.0 million in sales
over the next three (now four) years, the Company currently
anticipates the issuance of 100,000,000 warrants (500,000 warrants
after consideration of the 200-to-1 reverse stock split), which
were determined to have a fair value of $759,925 as of September
10, 2009. In accordance with ASC No. 718-10,
Compensation
– Stock Compensation, the Company is recording monthly
compensation expense for the fair value of the warrants
payable. For the nine months ended September 30,
2011 and 2010, the Company recorded $120,717 and $189,981,
respectively, as compensation expense with an offset to additional
paid in capital. Since inception, total charges to
compensation expense for this contingent compensation have amounted
to $451,426. The Company will adjust the total amount of
recorded compensation expense as recorded in the consolidated
financial statements upon the occurrence of an event which would
indicate a change to the level of the achievable
sales.
As it is probable that the Company will reach $7.0 million in sales
over three (now four) years, the Seller is entitled to a $100,000
cash bonus, which was deemed to have a present value of $64,066 on
September 10, 2009. The Company is accruing monthly
compensation expense for the anticipated full amount of the bonus
payable on a straight-line basis over the three (now four) year
period that the services are to be performed. During the
nine months ended September 30, 2011 and 2010, the Company
recognized $15,885 and $25,000, respectively, as compensation
expense related to this liability for contingent compensation,
raising the balance to $59,405 as of September 30,
2011.
On March 9, 2011, the Company’s Board of Directors agreed to
extend the deadlines for meeting the measurement dates for
determining the triggers for the $1.2 million contingent note to
Safeguard and the warrants and cash bonus payable to the executive,
for one year. The first installment on the $1.2 million
contingent note of $600,000 (adjusted to $400,000 after issuance of
500,000 common shares in July 2011) is now payable upon the Company
reaching $6,000,000 in combined new capital and revenue from sales
of the Disintegrator Plus® and certain other products
introduced by the Seller on or before September 10,
2012. The measurement date for issuance of up to
250,000,000 warrants (1,250,000 warrants after consideration of the
200-to-1 reverse stock split) and payment of up to $200,000 as a
cash bonus to the executive and majority owner of Safeguard, both
contingent upon future sales of the Disintegrator® and certain
other products, has now been extended to four years, or September
10, 2013. These extensions are currently not expected to
affect the total amount of the Company’s accrual for such
note and compensation obligations. Effective January 1,
2011, the Company extended the period over which the contingent
note and compensation obligations are being
amortized.
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