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Investment in Joint Ventures
6 Months Ended
Jun. 30, 2014
Investment in Joint Ventures

NOTE –5 INVESTMENT IN JOINT VENTURES

In March 2011, Milestone entered into an agreement with a People’s Republic of China (“PRC”) entity Beijing 3H Scientific Technology Co., Ltd (Beijing 3H), to establish a Medical Joint Venture entity in the PRC to develop intra-articular and epidural drug delivery instruments utilizing Milestone’s patented CompuFlo technology (the “Medical Joint Venture” or “Milestone Medical”). Beijing 3H agreed to contribute up to $1.5 million to this Medical Joint Venture entity, based on progress reports from Milestone and subject to refund if the instruments are not developed because of technological problems within 30 months of the inception date. Milestone evaluates the technological feasibility of the products to be developed using the CompuFlo technology periodically and at every reporting date to establish if circumstances indicate that the technology continues to be feasible. Based on the available evidence Milestone concluded that the contingency associated with the return of capital to Beijing 3H no longer existed as of December 31, 2013 since the instruments have advanced beyond the development stage and accordingly no amounts have been accrued in the accompanying financial statements relating to this contingency. Milestone, with the consent of Beijing 3H, organized a domestic research and development corporation to which the principal shareholders of Beijing 3H and other shareholders completed a capital contribution of $1,500,000. The Medical Joint Venture entity was initially owned fifty percent by shareholders of Beijing 3H and fifty percent by Milestone. Milestone contributed an exclusive worldwide royalty-free license to use CompuFlo technology to the Medical Joint Venture which was valued at approximately $245,000 and accounted for its investment in the Medical Joint Venture using the equity method of accounting. Further, Milestone was authorized by the Medical Joint Venture to manage and oversee the development of the two products for the Medical Joint Venture. In connection with this authorization, Milestone also entered into an agreement with a significant vendor to develop the two instruments included in the Medical Joint Venture.

 

Milestone will have distribution responsibility in the U.S. and Canada. Beijing 3H will distribute products exclusively in the PRC, Macao, Hong Kong and other regions of Asia. The rest of the world responsibilities will be shared by Milestone and Beijing 3H.

 

In July 2013, Milestone entered a strategic partnership with the largest provider of specialty sales and distribution solutions for healthcare in the United States. During the three year strategic partnership, the distributor will hold the exclusive rights to market, resell, label and distribute Milestone’s CompuFlo injection technology for use in epidural applications for childbirth and other pain management needs in hospitals in the U.S.

 

In the fourth quarter of 2013, Milestone Medical issued 2 million shares of its common stock in a private placement offering at $1.50 per share ($3.0 million) in Poland. As a result of this sale, Milestone Medical received net proceeds of $2,363,000. The effect of this sale of new shares was to reduce Milestone’s ownership percentage from 50% to 45.5% (post transaction). Consistent with the equity method of accounting, the dilution in ownership percentage is treated as if the decreased percentage of ownership was the result of the sale of these shares. As a result, Milestone recorded in the fourth quarter of 2013, a $1,363,650 gain on dilution effect on the Medical Joint Venture.

Milestone recorded a loss on Medical Joint Venture of $213,193 and $343,716 for the three and six months ended June 30, 2014, respectively. The losses described represent 45.5% of the applicable losses recorded by Medical Joint Venture during the three and six months ended June 30, 2014. Milestone recorded a loss on the medical joint venture of $47,093 for the three and six months ended June 30, 2013. The losses described represent 50% of the applicable losses reported by the medical joint venture during the three and six months ended June 30, 2013. Milestone utilizes the equity method of accounting to recognize its financial results of the joint venture.

 

Milestone expensed $92,300 and $131,453 on behalf of the Medical Joint Venture in the three and six months ended June 30, 2014 and 2013, respectively, for legal expenses related to the U.S. Food and Drug Administration (510k) certifications. As part of the joint venture agreement, Milestone is to pay all fees related to the FDA certification process.

 

Milestone has an investment in the Medical Joint Venture of $760,750 as of June 30, 2014 and there are no remaining suspended losses.

 

The Medical Joint Venture’s cumulative expenses for the three and six months ended June 30, 2014 are $469,031 and $756,185,  respectively.

 

On July 1, 2013, Milestone and Milestone Medical signed an agreement for the reimbursement of specific expenses incurred by Milestone specifically for the benefit of Milestone Medical. The expenses related to the agreement that have not been paid are $55,424 as of June 30, 2014 and are included in accounts receivable, net. This includes $107,877 and $132,431, which are the charges for three and six months ended June 30, 2014, respectively. The charges for the three and six months ended June 30, 2013 were $12,505, respectively.

 

In the first quarter of 2013, the CEO of Milestone loaned Milestone $50,000 for use in capitalizing a fifty percent equity portion in the joint venture with Milestone Education LLC (the “Education Joint Venture”). This balance is included in the accrued expenses and other payables on the condensed balance sheet at December 31, 2013. The loan bore no interest and was paid off in April 2014.

 

The Education Joint Venture is expected to provide training and education to our dentists throughout the world. Milestone accounted for its investment in the Education Joint Venture using the equity method of accounting. Milestone Education LLC began operation in 2013. The Education Joint Venture incurred a loss of $8,812 and $15,643 for the three and six months ended June 30, 2014, respectively. Fifty percent of these losses are recorded in the condensed statement of operations for the three and six months ended June 30, 2014.

 

In June 2014, Milestone agreed to invest $1.0 million through the contribution of 772 STA instruments (at a distributor price of approximately $1,295 per instrument) for a forty percent ownership in a Hong Kong based medical and dental distribution company, (“Milestone China”). The instruments will be shipped to the distributors over a period of two years. Milestone China will purchase STA handpieces on a cash basis as required. 300 STA instruments were shipped in July 2014 and will be recorded at Milestone’s cost in the investment account for Milestone China on the Balance Sheet in the third quarter of 2014. Milestone China did not begin operations until July 2014. Accordingly, no investment was recorded as of June 30, 2014.