
NMI Health, Inc. (1088213) 10-Q published on Dec 12, 2016 at 7:33 am
Reporting Period: Sep 29, 2016
The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. An impairment loss is recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. When impairment is identified, the carrying amount of the asset is reduced to its estimated fair value. Assets to be disposed of are recorded at the lower of net book value or fair market value less cost to sell at the date management commits to a plan of disposal. There were no impairments to long-lived assets during 2016 or 2015.
In March 2016, the Company acquired Sterling Sports LLC in a non-cash transaction for 5,000,000 common shares of NMI Health, Inc. The fair value of the common shares was determined to be $208,333 and this purchase price was provisionally allocated to the fair value of the contract that Sterling Sports LLC maintains with a major fabric manufacturer of $196,902, inventory and other assets with a fair value of $32,552 and accounts payable and other liabilities of $22,869. The balance of the purchase price was allocated to goodwill, $1,748. The contract provides a royalty fee be paid by a certain towel company. The future royalty profits from their sales, net of estimated expenses, has been projected under the terms of the contract and the derivative value from this stream of net profits is calculated at $196,902. The contract value is being amortized over the remaining life of the contract on a straight-line basis.
Unaudited pro forma results of operations data for nine months ended September 30, 2016 are shown below as if the Company and Sterling Sports LLC had been combined on January 1, 2016. Sterling Sports LLC was formed on October 5, 2015. Therefore no pro forma results of operations are presented for the nine months ended September 30, 2015. The pro forma results include estimates and assumptions which management believes are reasonable. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combinations had been in effect on the date indicated, or which may result in the future.
Subsequent to September 30, 2016, the Company agreed with Applied Nanoscience (Applied) to extend the remaining $64,333 payment, originally due November 2016, into four monthly instalments beginning November 22, 2016 of $10,000 (which has already been made), $20,000 in December 2016, $21,000 in January 2017, and a final payment of $23,000 in February, 2017. This note is collateralized with 4,000 lbs. of silver thread valued at $50,000 which may be sold provided the proceeds are remitted to Applied.
We are an international supplier of antimicrobial textile products for healthcare, hospitality, consumer and organized sports markets. We have evolved from a specialty filter products company that developed a state-of-the-art air filtration technology for removing infectious bacteria and viruses in air flow systems into a marketing company providing innovative infection prevention textile products. Such products now include a proprietary line of antimicrobial hospital fabrics and textiles designed to inhibit the growth of virus, fungi and bacteria which can cause healthcare associated infections (HAI’s). By using consumer behaviors to validate designs and applications, we infuse integrity into our array of products. Our textile products incorporate antimicrobial properties licensed from Noble Biomaterials, Inc. using their X-Static® Silver antimicrobial technology. This technology provides antimicrobial, anti-static, environmentally friendly, thermo-regulating and anti-odor properties that are highly desirable in the healthcare, hospitality and sports industries. We are now devoting most of our resources towards expanding and promoting these lines of antimicrobial textiles in the healthcare, hospitality and sports industries. Our textile products maintain a very high degree of antimicrobial efficacy after frequent washes according to testing conducted by third party laboratories. Antimicrobial efficacy for our products means the ability of the fabric to inhibit the growth of microorganisms.