Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Sep. 30, 2014 | Nov. 06, 2014 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'MISONIX INC | ' |
Entity Central Index Key | '0000880432 | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'MSON | ' |
Entity Common Stock, Shares Outstanding | ' | 7,504,612 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2015 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Current assets: | ' | ' |
Cash and cash equivalents | $7,597,869 | $7,039,938 |
Accounts receivable, less allowance for doubtful accounts of $146,868 and $136,868, respectively | 3,305,745 | 3,759,152 |
Inventories, net | 4,534,409 | 4,217,350 |
Prepaid expenses and other current assets | 300,265 | 367,830 |
Total current assets | 15,738,288 | 15,384,270 |
Property, plant and equipment, net of accumulated amortization and depreciation of $5,043,965 and $4,842,009, respectively | 1,548,532 | 1,517,852 |
Goodwill | 1,701,094 | 1,701,094 |
Intangible and other assets | 825,407 | 924,653 |
Total assets | 19,813,321 | 19,527,869 |
Current liabilities: | ' | ' |
Accounts payable | 1,433,715 | 1,650,323 |
Accrued expenses and other current liabilities | 1,305,834 | 1,457,250 |
Total current liabilities | 2,739,549 | 3,107,573 |
Deferred lease liability | 12,461 | 16,614 |
Deferred income | 41,929 | 51,318 |
Total liabilities | 2,793,939 | 3,175,505 |
Commitments and contingencies (Note 8) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $.01 par value-shares authorized 20,000,000, 7,589,775 and 7,412,096 shares issued and 7,491,862 and 7,334,536 shares outstanding, respectively | 75,898 | 74,121 |
Additional paid-in capital | 28,673,718 | 28,169,622 |
Accumulated deficit | -11,097,189 | -11,480,386 |
Treasury stock, at cost, 97,913 and 77,560 shares respectively | -633,045 | -410,993 |
Total stockholders' equity | 17,019,382 | 16,352,364 |
Total liabilities and stockholders' equity | $19,813,321 | $19,527,869 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Allowance for doubtful accounts (in dollars) | $146,868 | $136,868 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment (in dollars) | $5,043,965 | $4,842,009 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares issued | 7,589,775 | 7,412,096 |
Common stock, shares outstanding | 7,491,862 | 7,334,536 |
Treasury stock, shares | 97,913 | 77,560 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Net sales | $4,539,337 | $3,075,584 |
Cost of goods sold | 1,586,105 | 1,345,330 |
Gross profit | 2,953,232 | 1,730,254 |
Operating expenses: | ' | ' |
Selling expenses | 2,019,286 | 1,828,830 |
General and administrative expenses | 1,246,078 | 1,221,315 |
Research and development expenses | 437,591 | 472,888 |
Total operating expenses | 3,702,955 | 3,523,033 |
Loss from operations | -749,723 | -1,792,779 |
Other income (expense): | ' | ' |
Interest income | 25 | 19 |
Royalty income and license fees | 1,147,951 | 912,794 |
Other | -5,679 | -6,261 |
Total other income | 1,142,297 | 906,552 |
Income/(loss) from continuing operations before income taxes | 392,574 | -886,227 |
Income tax expense | 14,352 | 2,750 |
Net income/(loss) from continuing operations | 378,222 | -888,977 |
Discontinued operations: | ' | ' |
Income from discontinued operations net of tax expense of $0 and $0, respectively | 4,975 | 4,975 |
Net income from discontinued operations | 4,975 | 4,975 |
Net income/(loss) | $383,197 | ($884,002) |
Net income/(loss) per share from continuing operations - Basic (in dollars per share) | $0.05 | ($0.12) |
Net income per share from discontinued operations - Basic (in dollars per share) | $0 | $0 |
Net income/(loss) per share - Basic (in dollars per share) | $0.05 | ($0.12) |
Net income/(loss) per share from continuing operations - Diluted (in dollars per share) | $0.05 | ($0.12) |
Net income per share from discontinued operations - Diluted (in dollars per share) | $0 | $0 |
Net income/(loss) per share - Diluted (in dollars per share) | $0.05 | ($0.12) |
Weighted average shares - Basic (in shares) | 7,361,555 | 7,182,866 |
Weighted average shares - Diluted (in shares) | 7,644,434 | 7,182,866 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income from discontinued operations, Tax expense | $0 | $0 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Jun. 30, 2014 | $16,352,364 | $74,121 | ($410,993) | $28,169,622 | ($11,480,386) |
Balance (in shares) at Jun. 30, 2014 | ' | 7,412,096 | -77,560 | ' | ' |
Net income/comprehensive income | 383,197 | 0 | 0 | 0 | 383,197 |
Proceeds from exercise of stock options | 69,825 | 1,777 | -222,052 | 290,100 | 0 |
Proceeds from exercise of stock options (in shares) | ' | 177,679 | -20,353 | ' | ' |
Stock-based compensation | 213,996 | 0 | 0 | 213,996 | 0 |
Balance at Sep. 30, 2014 | $17,019,382 | $75,898 | ($633,045) | $28,673,718 | ($11,097,189) |
Balance (in shares) at Sep. 30, 2014 | ' | 7,589,775 | -97,913 | ' | ' |
Consolidated_Statement_of_Stoc1
Consolidated Statement of Stockholders' Equity (Parenthetical) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Common Stock, Par Value (in dollars per share) | $0.01 | $0.01 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Operating activities | ' | ' |
Net income/(loss) from continuing operations | $378,222 | ($888,977) |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) by continuing operating activities: | ' | ' |
Depreciation and amortization and other non-cash items | 324,188 | 231,271 |
Bad debt expense | 10,000 | 15,000 |
Stock-based compensation | 213,996 | 143,944 |
Deferred income | -15,592 | -15,051 |
Deferred lease liability | -4,153 | -1,799 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 443,407 | 160,305 |
Inventories | -517,286 | -146,590 |
Prepaid expenses and other assets | 76,271 | 117,120 |
Accounts payable, accrued expenses and other non-cash items | -361,821 | -855,675 |
Net cash provided by/(used in) continuing operating activities | 547,232 | -1,240,452 |
Investing activities | ' | ' |
Acquisition of property, plant and equipment | -35,323 | -5,925 |
Additional patents | -28,778 | -28,427 |
Net cash used in investing activities | -64,101 | -34,352 |
Financing activities | ' | ' |
Proceeds from exercise of stock options | 69,825 | 116,905 |
Net cash provided by financing activities | 69,825 | 116,905 |
Cash flows from discontinued operations | ' | ' |
Net cash provided by operating activities | 4,975 | 4,975 |
Net cash provided by discontinued operations | 4,975 | 4,975 |
Net increase/(decrease) in cash and cash equivalents | 557,931 | -1,152,924 |
Cash and cash equivalents at beginning of period | 7,039,938 | 5,806,437 |
Cash and cash equivalents at end of period | 7,597,869 | 4,653,513 |
Supplemental disclosure of cash flow information: | ' | ' |
Income taxes | $35,794 | $856 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Basis of Presentation and Significant Accounting Policies [Text Block] | ' | |||||||
1. Basis of Presentation | ||||||||
The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2014 (“2014 Annual Report”) of MISONIX, INC. (“Misonix” or the “Company”). A summary of the Company’s significant accounting policies is identified in Note 1 of the notes to the consolidated financial statements included in the Company’s 2014 Annual Report. There have been no changes in the Company’s significant accounting policies subsequent to June 30, 2014. | ||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year. | ||||||||
The consolidated financial statements of the Company include the accounts of Misonix and its 100% owned subsidiaries, Fibra-Sonics (NY) Inc. and Hearing Innovations, Inc. All significant intercompany balances and transactions have been eliminated. | ||||||||
Organization and Business | ||||||||
Misonix is a surgical device company that designs, manufactures and markets innovative therapeutic ultrasonic products worldwide for spine surgery, skull-based surgery, neurosurgery, wound debridement, cosmetic surgery, laparoscopic surgery and other surgical applications. | ||||||||
The Company’s revenues are generated from various regions throughout the world. Sales by the Company outside the United States are made primarily through distributors. Sales made in the United States are made primarily through representative agents. The following is an analysis of net sales from continuing operations by geographic region: | ||||||||
Three months ended September 30, | ||||||||
2014 | 2013 | |||||||
United States | $ | 2,145,381 | $ | 1,581,270 | ||||
Australia | 123,448 | 43,340 | ||||||
Europe | 613,505 | 383,590 | ||||||
Asia | 894,257 | 466,267 | ||||||
Canada and Mexico | 137,720 | 84,705 | ||||||
South America | 325,242 | 275,621 | ||||||
South Africa | 86,587 | 93,576 | ||||||
Middle East | 213,197 | 147,215 | ||||||
$ | 4,539,337 | $ | 3,075,584 | |||||
Discontinued Operations | ||||||||
Laboratory and Forensic Safety Products Business | ||||||||
On October 19, 2011, Misonix sold its Laboratory Products business, which comprised substantially all of the Laboratory and Scientific Products segment, to Mystaire, Inc. (“Mystaire”) for $1.5 million in cash plus a potential additional payment of up to an aggregate $500,000 based upon 30% of net sales in excess of $2.0 million for each of the three years following the closing (the “earn-out”). The Laboratory and Forensic Safety Products business manufactured and marketed ductless fume, laminar airflow and polymerase chain reaction workstations both domestically and internationally. The earn-out will not be factored into the gain on sale until it is earned by Misonix. As of September 30, 2014, there has been no earn-out recorded. The earn-out period ended October 19, 2014. | ||||||||
High Intensity Focused Ultrasound Technology | ||||||||
In consideration for the May 2010 sale of its rights to the high intensity focused ultrasound technology to USHIFU LLC, now SonaCare, Misonix will receive up to approximately $5.8 million, paid out of an earn-out of 7% of gross revenues received from the sales of the prostate product in Europe and kidney and liver products around the world by SonaCare related to the business being sold up to the time the Company has received the first $3 million and thereafter 5% of the gross revenues up to $5.8 million. Commencing 90 days after each December 31st and beginning December 31, 2011 the payments will be the greater of (a) $250,000 or (b) 7% of gross revenues received up to the time the Company has received the first $3 million and thereafter 5% of gross revenues up to the $5.8 million. Cumulative payments through September 30, 2014 were $754,788. | ||||||||
Results of Discontinued Operations | ||||||||
For the three months ended | ||||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | 4,975 | $ | 4,975 | ||||
Income from discontinued operations, before tax | $ | 4,975 | $ | 4,975 | ||||
Income tax expense | - | - | ||||||
Net income from discontinued operations, net of tax | $ | 4,975 | $ | 4,975 | ||||
Accounts Receivable | ||||||||
Accounts receivable, principally trade, are generally due within 30 to 90 days and are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by a review of their current credit information. The Company continuously monitors aging reports, collections and payments from customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within expectations and the provisions established, the Company cannot guarantee that the same credit loss rates will be experienced in the future. The Company writes off accounts receivable when they become uncollectible. | ||||||||
Income_Loss_Per_Share_of_Commo
Income (Loss) Per Share of Common Stock | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings Per Share [Text Block] | ' | |||||||
2. Income (Loss) Per Share of Common Stock | ||||||||
Basic income (loss) per common share (“basic EPS”) is computed by dividing income (loss) by the weighted average number of common shares outstanding for the period. Diluted income (loss) per common share (“diluted EPS”) is computed by dividing income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding (consisting of outstanding common stock options) for the period. | ||||||||
The number of weighted average common shares used in the calculation of basic EPS and diluted EPS were as follows: | ||||||||
For the three months ended | ||||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Basic shares | 7,361,555 | 7,182,866 | ||||||
Dilutive effect of stock options | 282,879 | - | ||||||
Diluted shares | 7,644,434 | 7,182,886 | ||||||
Excluded from the calculations of diluted EPS are options to purchase 302,000 shares of common stock for the three months ended September 30, 2014. The excluded shares are any share for which the average stock price for the period is less than the exercise price of the outstanding options in the period in which the Company has net income. | ||||||||
Diluted EPS for the three months ended September 30, 2013 presented is the same as basic EPS as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive. For this reason, excluded from the calculation of diluted EPS are outstanding options to purchase 1,898,079 shares of common stock for the three months ended September 30, 2013. | ||||||||
Comprehensive_IncomeLoss
Comprehensive Income/(Loss) | 3 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | ' |
Comprehensive Income (Loss) Note [Text Block] | ' |
3. Comprehensive Income/(Loss) | |
Total comprehensive income/(loss) was $383,197 and ($884,002) for the three months ended September 30, 2014 and 2013, respectively. There are no components of comprehensive income/(loss) other than net income/(loss) for all periods presented. | |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||
4. Stock-Based Compensation | |||||||||||||||
Stock options are granted with exercise prices not less than the fair market value of our common stock at the time of the grant, with an exercise term (as determined by the committee administering the applicable option plan (the “Committee”)) not to exceed 10 years. The Committee determines the vesting period for the Company’s stock options. Generally, such stock options have vesting periods of immediate to four years. Certain option awards provide for accelerated vesting upon meeting specific retirement, death or disability criteria and upon a change in control. During the three month periods ended September 30, 2014 and 2013, the Company granted options to purchase 277,000 and 249,000 shares of the Company’s common stock, respectively. | |||||||||||||||
Stock-based compensation expense for the three month periods ended September 30, 2014 and 2013 was approximately $214,000 and $144,000, respectively. Compensation expense is recognized in the general and administrative expenses line item of the Company’s consolidated statements of operations on a straight-line basis over the vesting periods. As of September 30, 2014, there was approximately $3,126,000 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements to be recognized over a weighted-average period of 3.3 years. | |||||||||||||||
Cash in the amount of $69,825 was received from the exercise of stock options for the three months ended September 30, 2014. Shares surrendered to treasury stock in a cashless exercise transaction totaled 20,353 for the three months ended September 30, 2014. Options surrendered and cancelled in cashless stock option exercises totaled 107,316 for the three months ended September 30, 2014. | |||||||||||||||
The fair values of the options granted during the three months ended September 30, 2014 and 2013 were estimated on the date of the grant using the Black-Scholes option-pricing model on the basis of the following weighted average assumptions during the respective periods: | |||||||||||||||
For the three months ended | |||||||||||||||
September 30, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Risk-free interest rate | 1.32 | % | 3.3 | % | |||||||||||
Expected option life in years | 6.5 | 6.5 | |||||||||||||
Expected stock price volatility | 75 | % | 76.1 | % | |||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||
Weighted-average fair value of options granted | $ | 5.95 | $ | 3.76 | |||||||||||
The expected option term is based upon the number of years the Company estimates the option will be outstanding based on historical exercises and terminations. The expected volatility for the expected life of the options is determined using historical price changes of the Company’s stock over a period equal to that of the expected life of the options. The risk free rate is based upon the U.S. Treasury yield in effect at the time of the grant. The expected dividend yield is 0% as the Company has historically not declared dividends and does not anticipate declaring any in the future. | |||||||||||||||
Changes in outstanding stock options during the three months ended September 30, 2014 were as follows: | |||||||||||||||
Options | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Weighted | Remaining | ||||||||||||||
Average | Contractual | Aggregate | |||||||||||||
Number of | Exercise | Life | Intrinsic | ||||||||||||
Shares | Price ($) | (years) | Value (a) | ||||||||||||
Outstanding as of June 30, 2014 | 1,663,329 | 3.88 | |||||||||||||
Granted | 277,000 | 7.67 | |||||||||||||
Exercised | -287,938 | 4.42 | $ | 839,024 | |||||||||||
Forfeited | - | - | |||||||||||||
Expired | -28,000 | 8 | |||||||||||||
Outstanding as of September 30, 2014 | 1,624,391 | 4.36 | 6.3 | $ | 12,446,944 | ||||||||||
Exercisable and vested at September 30, 2014 | 857,493 | 3.29 | 5.2 | $ | 7,489,637 | ||||||||||
Available for grant as of September 30, 2014 | 287,475 | ||||||||||||||
(a) | Intrinsic value for purposes of this table represents the amount by which the fair value of the underlying stock, based on the respective market prices at September 30, 2014 or if exercised, the exercise dates, exceeds the exercise prices of the respective options. | ||||||||||||||
Income_Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
5. Income Taxes | |
For the three months ended September 30, 2014, the Company recorded an income tax expense from continuing operations of $14,352. | |
For the three months ended September 30, 2014 and 2013, the effective rate of (4%) and 0%, respectively, on continuing operations varied from the U.S. federal statutory rate primarily due to permanent book tax differences, state taxes and a change in the valuation allowance. | |
The Company established a valuation against the deferred tax asset in prior years when management concluded that it is more likely than not that the deferred tax asset may not be fully realized. Management’s deferred tax asset assessment on realizability is unchanged as of September 30, 2014, but is currently utilizing the valuation allowance against tax expense when the Company records net income. | |
As of September 30, 2014 and June 30, 2014, the Company has no material unrecognized tax benefits or accrued interest and penalties. | |
Inventories
Inventories | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
6. Inventories | ||||||||
Inventories are summarized as follows: | ||||||||
September 30, | June 30, | |||||||
2014 | 2014 | |||||||
Raw material | $ | 2,202,934 | $ | 1,820,046 | ||||
Work-in-process | 614,022 | 410,827 | ||||||
Finished goods | 3,076,654 | 3,337,568 | ||||||
5,893,610 | 5,568,441 | |||||||
Less valuation reserve | 1,359,201 | 1,351,091 | ||||||
$ | 4,534,409 | $ | 4,217,350 | |||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | ' | |||||||
7. Accrued Expenses and Other Current Liabilities | ||||||||
The following summarizes accrued expenses and other current liabilities: | ||||||||
September 30, | June 30, | |||||||
2014 | 2014 | |||||||
Accrued payroll and vacation | $ | 463,919 | $ | 460,341 | ||||
Accrued bonuses | 75,000 | 250,000 | ||||||
Accrued commissions | 368,635 | 340,462 | ||||||
Accrued professional and legal fees | 88,960 | 85,832 | ||||||
Deferred income | 104,187 | 102,453 | ||||||
Other | 205,133 | 218,162 | ||||||
$ | 1,305,834 | $ | 1,457,250 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
8. Commitments and Contingencies | |
Employment Agreement | |
On July 1, 2014 the Company entered into a new Employment Agreement with Michael A. McManus, Jr., whereby he will continue to serve as the Company’s President and Chief Executive Officer (the “Agreement”). The Agreement has an initial term expiring June 30, 2015 and renews for successive one-year periods thereafter unless terminated by either party not less than ninety (90) days prior to the end of the then-current term. The Agreement provides for an annual base salary of $299,000, and an annual bonus based on Mr. McManus’ achievement of annual goals and objectives as determined by the Compensation Committee of the Company’s Board of Directors. | |
Mr. McManus is entitled under the Agreement to participate in any plans and programs made available to the executive employees of the Company generally. | |
The Company can terminate the Agreement for cause (as defined in the Agreement). Mr. McManus can terminate the Agreement for Good Reason (as defined in the Agreement). If Mr. McManus terminates the Agreement for Good Reason, the Company must pay him an amount equal to two times his total compensation (annual base salary plus bonus) at the highest rate paid him at any time during the aggregate time he has been employed by the Company, payable in a lump sum within sixty (60) days of termination of employment. | |
Mr. McManus is entitled to severance pay and benefits if he terminates his employment with the Company following a Change in Control (as defined in the Agreement), to provide him with an incentive to remain with the Company and consummate a strategic corporate sale or transaction that maximizes shareholder value. Severance pay and benefits are triggered upon (i) his Involuntary Termination without Cause (as defined in the Agreement) for a reason other than death or Disability (as defined in the Agreement) or (ii) as a result of a Constructive Termination (as defined in the Agreement) which in either case occurs: (x) during the period not to exceed twenty-four (24) months after the effective date of a Change in Control, or (y) before the effective date of a Change in Control, but after the first date on which the Board of Directors and/or senior management of the Company has entered into formal negotiations with a potential acquirer that results in the consummation of a Change in Control. | |
In the event that pay and benefits are triggered, Mr. McManus (A) is entitled to receive severance pay in an amount equal to two (2) times the sum of (a) his annual base pay and (b) bonus at the highest rate paid him for any fiscal year during the aggregate period of his employment by the Company, payable in cash in a lump sum; the payment of premiums for medical, dental, vision, hospitalization and long term care coverage under Company plans for a period of twenty-four (24) months; (B) has the right, for a period of (i) ninety (90) days for stock options granted under any of the Company’s Employee Stock Option Plans adopted prior to 2005 and (ii) two (2) years for stock options granted under the Company’s 2005 Employee Equity Incentive Plan, 2009 Employee Equity Incentive Plan, 2012 Employee Equity Incentive Plan and any Plan adopted after the effective date of the Agreement following his Termination Date (as defined in the Agreement), to exercise the options to the extent such options are otherwise vested and exercisable as of the Termination Date under the terms of the applicable stock option agreement(s) and Plan(s); and (C) will vest in all unvested stock option grants with respect to options granted after July 1, 2012. | |
Mr. McManus has also agreed in the Agreement to an eighteen (18) month post-termination covenant not-to-compete, as well as other customary covenants concerning non-solicitation and non-disclosure of confidential information of the Company. | |
The Company and Mr. McManus had previously entered into two letter agreements (the “Letter Agreements”) providing for the exercise of vested options by Mr. McManus (i) for a ninety (90) day period after his retirement with respect to stock options granted under certain of the Company’s stock option plans and (ii) for two (2) years after Mr. McManus terminates his employment with the Company in the event of a Change-in-Control (as defined in the applicable stock option plans) and he is eligible for the severance benefits provided for by the Agreement. The Company and Mr. McManus have entered into a letter agreement which makes clear that the terms and conditions of the Letter Agreements continue to be in full force and effect and apply to the Agreement. | |
Contingencies | |
The Company and its subsidiaries are from time to time involved in ordinary and routine litigation. Management presently believes that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on the Company’s financial position, cash flows or result of operations. | |
Nevertheless, litigation is subject to inherent uncertainties and an unfavorable ruling could occur. An unfavorable ruling could include money damages and in such event, could result in a material adverse impact on the Company’s results of operations in the year in which the ruling occurs. | |
On July 19, 2011, Misonix entered into a Distribution Agreement (the “Distribution Agreement”) with Puricore, Inc. (“Puricore”). Pursuant to the Distribution Agreement, the Company had been granted the right to distribute PuriCore’s Vashe ® solution products in the United States, on a private label basis and known as the Misonix Soma product, as an antibacterial, antimicrobial irrigating solution for the treatment of human wound care in conjunction with therapeutic ultrasonic procedures (the “Field”). PuriCore had agreed, subject to modification, not to sell the products that were the subject of the Distribution Agreement (the “Licensed Products”) to any other therapeutic ultrasound company for distribution in the Field in the United States (“Exclusivity”). The Company had agreed not to sell or distribute in the United States in the Field any irrigating solution that has anti-microbial properties other than the Licensed Products so long as the Company had Exclusivity. | |
During our fiscal fourth quarter 2013, the Company sent a notice to terminate the Distribution Agreement due to management’s belief that the products subject to the Distribution Agreement were non-conforming. Puricore disputed the Company’s ability to terminate the Distribution Agreement. On October 11, 2013, the Company and Puricore mutually terminated the Distribution Agreement and signed a Settlement Agreement resolving all issues without the payment of any monies by either party. A reversal of the previously accrued and unpaid contractual minimum gross profit requirement in the amount of $439,508 was made through cost of goods sold in the quarter ended December 31, 2013 as a result of the Settlement Agreement. There are no further commitments to Puricore. | |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Fair Value Disclosures [Abstract] | ' | |||||||
Fair Value Disclosures [Text Block] | ' | |||||||
9. Fair Value of Financial Instruments | ||||||||
We follow a three-level fair value hierarchy that prioritizes the inputs to measure fair value. This hierarchy requires entities to maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The three levels of inputs used to measure fair value are as follows: | ||||||||
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets as of the measurement date. | ||||||||
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. | ||||||||
Level 3: Significant unobservable inputs that reflect assumptions that market participants would use in pricing an asset or liability. | ||||||||
The following is a summary of the carrying amounts and estimated fair values of our financial instruments at September 30, 2014 and June 30, 2014: | ||||||||
September 30, 2014 | Carrying Amount | Fair Value | ||||||
Cash and cash equivalents | $ | 7,597,869 | $ | 7,597,869 | ||||
Trade accounts receivable | 3,305,745 | 3,305,745 | ||||||
Trade accounts payable | 1,433,715 | 1,433,715 | ||||||
June 30, 2014 | Carrying Amount | Fair Value | ||||||
Cash and cash equivalents | $ | 7,039,938 | $ | 7,039,938 | ||||
Trade accounts receivable | 3,759,152 | 3,759,152 | ||||||
Trade accounts payable | 1,650,323 | 1,650,323 | ||||||
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: | ||||||||
Cash and cash equivalents | ||||||||
The carrying amount approximates fair value because of the short maturity of those instruments. | ||||||||
Trade Accounts Receivable | ||||||||
The carrying amount of trade receivables reflects net recovery value and approximates fair value because of their short outstanding terms. | ||||||||
Trade Accounts Payable | ||||||||
The carrying amount of trade payables approximates fair value because of their short outstanding terms. | ||||||||
Non-financial assets and liabilities | ||||||||
Certain non-financial assets and liabilities, principally goodwill, are measured at fair value on a non-recurring basis; that is the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when evidence of impairment exists. At September 30, 2014, no fair value adjustments or material fair value measurements were required for non-financial assets or liabilities. | ||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||
10. Goodwill and Intangible Assets | ||||||||
Goodwill is not amortized. We review goodwill for impairment annually and whenever events or changes indicate that the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of significant assets or product lines. Application of these impairment tests requires significant judgments, including estimation of cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, estimation of the useful life over which cash flows will occur and determination of our weighted-average cost of capital. We primarily use a discounted cash flow model in determining fair value, which consists of level three inputs. Changes in the projected cash flows and discount rate estimates and assumptions underlying the valuation of goodwill could materially affect the determination of fair value at acquisition or during subsequent periods when tested for impairment. The Company determined that there were no indicators that the recorded goodwill was impaired as of September 30, 2014 which required further testing. | ||||||||
The cost of acquiring or processing patents is capitalized. This amount is being amortized using the straight-line method over the estimated useful lives of the underlying assets, which is approximately 17 years. Net patents reported in intangible and other assets totaled $560,815 and $611,355 at September 30, 2014 and June 30, 2014, respectively. Accumulated amortization totaled $661,535 and $641,469 at September 30, 2014 and June 30, 2014, respectively. Amortization expense for the three month periods ended September 30, 2014 and 2013 was approximately $79,000 and $19,000, respectively. | ||||||||
Net customer relationships reported in intangible and other assets totaled $160,000 and $200,000 at September 30, 2014 and June 30, 2014, respectively. Accumulated amortization amounted to $640,000 at September 30, 2014 and $600,000 at June 30, 2014. Amortization expense for September 30, 2014 and 2013 was $40,000. | ||||||||
The following is a schedule of estimated future amortization expense as of September 30, 2014: | ||||||||
Customer | ||||||||
Patents | Relationships | |||||||
2015 | $ | 60,335 | $ | 120,000 | ||||
2016 | 76,433 | 40,000 | ||||||
2017 | 74,268 | - | ||||||
2018 | 70,954 | - | ||||||
2019 | 64,497 | - | ||||||
Thereafter | 214,328 | - | ||||||
$ | 560,815 | $ | 160,000 | |||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Sep. 30, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | ' |
11. Recent Accounting Pronouncements | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, “Presentation of Financial Statements (Topic 205)” and “Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The amendments in the ASU change the criteria for reporting discontinued operations while enhancing related disclosures. The amendments in the ASU are effective in the first quarter of 2015. The adoption of ASU 2014-08 did not have a material impact on the consolidated financial statements. | |
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)." The new revenue recognition standard provides a five-step analysis to determine when and how revenue is recognized. The standard requires that a company recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements. | |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related Party Transactions Disclosure [Text Block] | ' | |||||||
12. Related Party Transactions | ||||||||
Stavros G. Vizigianakis was appointed to the Board of Directors on May 7, 2013. During the fiscal year ended June 30, 2014, Mr. Vizirgianakis owned (i) a controlling interest in MD Solutions Australasia PTY Ltd. (“MD Solutions”) and (ii) an interest in Surgical Innovations (“SI”). MD is an independent distributor for the Company outside of the United States. Applied BioSurgical, a company owned by Mr. Vizirgianakis’ father, is an independent distributor for the Company outside of the United States. SI purchased certain of the Company’s products from Applied BioSurgical during the fiscal year ended June 30, 2014. Mr. Vizirgianakis disposed of his interest in each of MD Solutions and SI during the fiscal year ended June 30, 2014. | ||||||||
Set forth below is a table showing the Company’s net sales and accounts receivable for the indicated time periods below with Applied BioSurgical and MD Solutions: | ||||||||
For the three months ended September 30, | ||||||||
Applied BioSurgical | 2013 | 2014 | ||||||
Sales | $ | 93,576 | $ | 86,587 | ||||
Accounts receivable | 113,421 | 63,193 | ||||||
MD Solutions | ||||||||
Australasia PTY Ltd. | 2013 | |||||||
Sales | $ | 43,340 | ||||||
Accounts receivable | 43,340 | |||||||
Licensing_Agreements_for_Medic
Licensing Agreements for Medical Technology | 3 Months Ended |
Sep. 30, 2014 | |
Licensing Agreements For Medical Technology [Abstract] | ' |
Licensing Agreements For Medical Technology [Text Block] | ' |
13. Licensing Agreements for Medical Technology | |
In October 1996, the Company entered into a License Agreement (the "USS License") with United States Surgical (now, Covidien) for a twenty-year period, expiring October 2016, covering the further development and commercial exploitation of the Company's medical technology relating to laparoscopic products, which uses high frequency sound waves to coagulate and divide tissue for both open and laparoscopic surgery. | |
The USS License gives Covidien exclusive worldwide marketing and sales rights for this technology. Under the USS License, the Company has received $475,000 in licensing fees (which are being recorded as income over the term of the USS License), plus royalties based upon net sales of AutoSonix products. Total royalties from sales of this device were approximately $1,121,000 and $885,000 for the three months ended September 30, 2014 and 2013, respectively. | |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | ' | |||||||
Basis of Presentation | ||||||||
The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2014 (“2014 Annual Report”) of MISONIX, INC. (“Misonix” or the “Company”). A summary of the Company’s significant accounting policies is identified in Note 1 of the notes to the consolidated financial statements included in the Company’s 2014 Annual Report. There have been no changes in the Company’s significant accounting policies subsequent to June 30, 2014. | ||||||||
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year. | ||||||||
The consolidated financial statements of the Company include the accounts of Misonix and its 100% owned subsidiaries, Fibra-Sonics (NY) Inc. and Hearing Innovations, Inc. All significant intercompany balances and transactions have been eliminated. | ||||||||
Organization and Business | ||||||||
Misonix is a surgical device company that designs, manufactures and markets innovative therapeutic ultrasonic products worldwide for spine surgery, skull-based surgery, neurosurgery, wound debridement, cosmetic surgery, laparoscopic surgery and other surgical applications. | ||||||||
The Company’s revenues are generated from various regions throughout the world. Sales by the Company outside the United States are made primarily through distributors. Sales made in the United States are made primarily through representative agents. The following is an analysis of net sales from continuing operations by geographic region: | ||||||||
Three months ended September 30, | ||||||||
2014 | 2013 | |||||||
United States | $ | 2,145,381 | $ | 1,581,270 | ||||
Australia | 123,448 | 43,340 | ||||||
Europe | 613,505 | 383,590 | ||||||
Asia | 894,257 | 466,267 | ||||||
Canada and Mexico | 137,720 | 84,705 | ||||||
South America | 325,242 | 275,621 | ||||||
South Africa | 86,587 | 93,576 | ||||||
Middle East | 213,197 | 147,215 | ||||||
$ | 4,539,337 | $ | 3,075,584 | |||||
Discontinued Operations, Policy [Policy Text Block] | ' | |||||||
Discontinued Operations | ||||||||
Laboratory and Forensic Safety Products Business | ||||||||
On October 19, 2011, Misonix sold its Laboratory Products business, which comprised substantially all of the Laboratory and Scientific Products segment, to Mystaire, Inc. (“Mystaire”) for $1.5 million in cash plus a potential additional payment of up to an aggregate $500,000 based upon 30% of net sales in excess of $2.0 million for each of the three years following the closing (the “earn-out”). The Laboratory and Forensic Safety Products business manufactured and marketed ductless fume, laminar airflow and polymerase chain reaction workstations both domestically and internationally. The earn-out will not be factored into the gain on sale until it is earned by Misonix. As of September 30, 2014, there has been no earn-out recorded. The earn-out period ended October 19, 2014. | ||||||||
High Intensity Focused Ultrasound Technology | ||||||||
In consideration for the May 2010 sale of its rights to the high intensity focused ultrasound technology to USHIFU LLC, now SonaCare, Misonix will receive up to approximately $5.8 million, paid out of an earn-out of 7% of gross revenues received from the sales of the prostate product in Europe and kidney and liver products around the world by SonaCare related to the business being sold up to the time the Company has received the first $3 million and thereafter 5% of the gross revenues up to $5.8 million. Commencing 90 days after each December 31st and beginning December 31, 2011 the payments will be the greater of (a) $250,000 or (b) 7% of gross revenues received up to the time the Company has received the first $3 million and thereafter 5% of gross revenues up to the $5.8 million. Cumulative payments through September 30, 2014 were $754,788. | ||||||||
Results of Discontinued Operations | ||||||||
For the three months ended | ||||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | 4,975 | $ | 4,975 | ||||
Income from discontinued operations, before tax | $ | 4,975 | $ | 4,975 | ||||
Income tax expense | - | - | ||||||
Net income from discontinued operations, net of tax | $ | 4,975 | $ | 4,975 | ||||
Receivables, Policy [Policy Text Block] | ' | |||||||
Accounts Receivable | ||||||||
Accounts receivable, principally trade, are generally due within 30 to 90 days and are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by a review of their current credit information. The Company continuously monitors aging reports, collections and payments from customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within expectations and the provisions established, the Company cannot guarantee that the same credit loss rates will be experienced in the future. The Company writes off accounts receivable when they become uncollectible. | ||||||||
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area [Table Text Block] | ' | |||||||
The following is an analysis of net sales from continuing operations by geographic region: | ||||||||
Three months ended September 30, | ||||||||
2014 | 2013 | |||||||
United States | $ | 2,145,381 | $ | 1,581,270 | ||||
Australia | 123,448 | 43,340 | ||||||
Europe | 613,505 | 383,590 | ||||||
Asia | 894,257 | 466,267 | ||||||
Canada and Mexico | 137,720 | 84,705 | ||||||
South America | 325,242 | 275,621 | ||||||
South Africa | 86,587 | 93,576 | ||||||
Middle East | 213,197 | 147,215 | ||||||
$ | 4,539,337 | $ | 3,075,584 | |||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | |||||||
For the three months ended | ||||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Revenues | $ | 4,975 | $ | 4,975 | ||||
Income from discontinued operations, before tax | $ | 4,975 | $ | 4,975 | ||||
Income tax expense | - | - | ||||||
Net income from discontinued operations, net of tax | $ | 4,975 | $ | 4,975 | ||||
Income_Loss_Per_Share_of_Commo1
Income (Loss) Per Share of Common Stock (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Schedule of Weighted Average Number of Shares [Table Text Block] | ' | |||||||
The number of weighted average common shares used in the calculation of basic EPS and diluted EPS were as follows: | ||||||||
For the three months ended | ||||||||
September 30, | ||||||||
2014 | 2013 | |||||||
Basic shares | 7,361,555 | 7,182,866 | ||||||
Dilutive effect of stock options | 282,879 | - | ||||||
Diluted shares | 7,644,434 | 7,182,886 | ||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||
The fair values of the options granted during the three months ended September 30, 2014 and 2013 were estimated on the date of the grant using the Black-Scholes option-pricing model on the basis of the following weighted average assumptions during the respective periods: | |||||||||||||||
For the three months ended | |||||||||||||||
September 30, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Risk-free interest rate | 1.32 | % | 3.3 | % | |||||||||||
Expected option life in years | 6.5 | 6.5 | |||||||||||||
Expected stock price volatility | 75 | % | 76.1 | % | |||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||
Weighted-average fair value of options granted | $ | 5.95 | $ | 3.76 | |||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||
Changes in outstanding stock options during the three months ended September 30, 2014 were as follows: | |||||||||||||||
Options | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
Weighted | Remaining | ||||||||||||||
Average | Contractual | Aggregate | |||||||||||||
Number of | Exercise | Life | Intrinsic | ||||||||||||
Shares | Price ($) | (years) | Value (a) | ||||||||||||
Outstanding as of June 30, 2014 | 1,663,329 | 3.88 | |||||||||||||
Granted | 277,000 | 7.67 | |||||||||||||
Exercised | -287,938 | 4.42 | $ | 839,024 | |||||||||||
Forfeited | - | - | |||||||||||||
Expired | -28,000 | 8 | |||||||||||||
Outstanding as of September 30, 2014 | 1,624,391 | 4.36 | 6.3 | $ | 12,446,944 | ||||||||||
Exercisable and vested at September 30, 2014 | 857,493 | 3.29 | 5.2 | $ | 7,489,637 | ||||||||||
Available for grant as of September 30, 2014 | 287,475 | ||||||||||||||
(a) | Intrinsic value for purposes of this table represents the amount by which the fair value of the underlying stock, based on the respective market prices at September 30, 2014 or if exercised, the exercise dates, exceeds the exercise prices of the respective options. | ||||||||||||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current [Table Text Block] | ' | |||||||
Inventories are summarized as follows: | ||||||||
September 30, | June 30, | |||||||
2014 | 2014 | |||||||
Raw material | $ | 2,202,934 | $ | 1,820,046 | ||||
Work-in-process | 614,022 | 410,827 | ||||||
Finished goods | 3,076,654 | 3,337,568 | ||||||
5,893,610 | 5,568,441 | |||||||
Less valuation reserve | 1,359,201 | 1,351,091 | ||||||
$ | 4,534,409 | $ | 4,217,350 | |||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Expenses and Other Current Liabilities [Table Text Block] | ' | |||||||
The following summarizes accrued expenses and other current liabilities: | ||||||||
September 30, | June 30, | |||||||
2014 | 2014 | |||||||
Accrued payroll and vacation | $ | 463,919 | $ | 460,341 | ||||
Accrued bonuses | 75,000 | 250,000 | ||||||
Accrued commissions | 368,635 | 340,462 | ||||||
Accrued professional and legal fees | 88,960 | 85,832 | ||||||
Deferred income | 104,187 | 102,453 | ||||||
Other | 205,133 | 218,162 | ||||||
$ | 1,305,834 | $ | 1,457,250 | |||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Fair Value Disclosures [Abstract] | ' | |||||||
Fair Value, by Balance Sheet Grouping [Table Text Block] | ' | |||||||
The following is a summary of the carrying amounts and estimated fair values of our financial instruments at September 30, 2014 and June 30, 2014: | ||||||||
September 30, 2014 | Carrying Amount | Fair Value | ||||||
Cash and cash equivalents | $ | 7,597,869 | $ | 7,597,869 | ||||
Trade accounts receivable | 3,305,745 | 3,305,745 | ||||||
Trade accounts payable | 1,433,715 | 1,433,715 | ||||||
June 30, 2014 | Carrying Amount | Fair Value | ||||||
Cash and cash equivalents | $ | 7,039,938 | $ | 7,039,938 | ||||
Trade accounts receivable | 3,759,152 | 3,759,152 | ||||||
Trade accounts payable | 1,650,323 | 1,650,323 | ||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||
The following is a schedule of estimated future amortization expense as of September 30, 2014: | ||||||||
Customer | ||||||||
Patents | Relationships | |||||||
2015 | $ | 60,335 | $ | 120,000 | ||||
2016 | 76,433 | 40,000 | ||||||
2017 | 74,268 | - | ||||||
2018 | 70,954 | - | ||||||
2019 | 64,497 | - | ||||||
Thereafter | 214,328 | - | ||||||
$ | 560,815 | $ | 160,000 | |||||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 3 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Schedule of Related Party Transactions [Table Text Block] | ' | |||||||
Set forth below is a table showing the Company’s net sales and accounts receivable for the indicated time periods below with Applied BioSurgical and MD Solutions: | ||||||||
For the three months ended September 30, | ||||||||
Applied BioSurgical | 2013 | 2014 | ||||||
Sales | $ | 93,576 | $ | 86,587 | ||||
Accounts receivable | 113,421 | 63,193 | ||||||
MD Solutions | ||||||||
Australasia PTY Ltd. | 2013 | |||||||
Sales | $ | 43,340 | ||||||
Accounts receivable | 43,340 | |||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | $4,539,337 | $3,075,584 |
UNITED STATES | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 2,145,381 | 1,581,270 |
AUSTRALIA | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 123,448 | 43,340 |
SOUTH AFRICA | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 86,587 | 93,576 |
EUROPE | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 613,505 | 383,590 |
ASIA | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 894,257 | 466,267 |
CANADA AND MEXICO | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 137,720 | 84,705 |
SOUTH AMERICA | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | 325,242 | 275,621 |
MIDDLE EAST | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Net sales | $213,197 | $147,215 |
Basis_of_Presentation_Details_
Basis of Presentation (Details 1) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Revenues | $4,975 | $4,975 |
Income from discontinued operations, before tax | 4,975 | 4,975 |
Income tax expense | 0 | 0 |
Net income from discontinued operations, net of tax | $4,975 | $4,975 |
Basis_of_Presentation_Details_1
Basis of Presentation (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | ||
Oct. 19, 2011 | 31-May-10 | Sep. 30, 2014 | Sep. 30, 2014 | |
Laboratory and Forensic Safety Products Business [Member] | High Intensity Focused Ultrasound Technology [Member] | High Intensity Focused Ultrasound Technology [Member] | Fibra Sonics Ny Inc [Member] | |
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | 100.00% |
Proceeds from Sales of Business, Affiliate and Productive Assets | $1,500,000 | ' | ' | ' |
Sale of Business Potential Additional Payment | 500,000 | ' | ' | ' |
Sale of Business Potential Additional Payment Determination Basis | 'based upon 30% of net sales in excess of $2.0 million for each of the three years following the closing (the earn-out). | ' | ' | ' |
Proceeds from Sales of Intangible Assets | ' | 5,800,000 | ' | ' |
Sale of Intangible Assets Percentage of Gross Revenue Received as Earn Out Up to First Benchmark | ' | 7.00% | ' | ' |
Proceeds from Sale of Intangible Assets First Benchmark | ' | 3,000,000 | ' | ' |
Sale of Intangible Assets Percentage of Gross Revenue Received as Earn Out Up to Second Benchmark | ' | 5.00% | ' | ' |
Proceeds from Sale of Intangible Assets Second Benchmark | ' | 5,800,000 | ' | ' |
Payment Sale Of Intangible Assets Description | ' | 'Commencing 90 days after each December 31st and beginning December 31, 2011 the payments will be the greater of (a) $250,000 or (b) 7% of gross revenues received up to the time the Company has received the first $3 million and thereafter 5% of gross revenues up to the $5.8 million | ' | ' |
Payment Sale Of Intangible Assets | ' | ' | $754,788 | ' |
Income_Loss_Per_Share_of_Commo2
Income (Loss) Per Share of Common Stock (Details) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Basic shares | 7,361,555 | 7,182,866 |
Dilutive effect of stock options | 282,879 | 0 |
Diluted shares | 7,644,434 | 7,182,866 |
Income_Loss_Per_Share_of_Commo3
Income (Loss) Per Share of Common Stock (Details Textual) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 302,000 | 1,898,079 |
Comprehensive_LossIncome_Detai
Comprehensive (Loss)/Income (Details Textual) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Comprehensive Income (Loss), Net of Tax, Attributable to Parent | $383,197 | ($884,002) |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 1.32% | 3.30% |
Expected option life in years | '6 years 6 months | '6 years 6 months |
Expected stock price volatility | 75.00% | 76.10% |
Expected dividend yield | 0.00% | 0.00% |
Weighted-average fair value of options granted | $5.95 | $3.76 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (Employee Stock Option [Member], USD $) | 3 Months Ended | |
Sep. 30, 2014 | ||
Employee Stock Option [Member] | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Number of Shares, Outstanding at beginning of period | 1,663,329 | |
Number of Shares, Granted | 277,000 | |
Number of Shares, Exercised | -287,938 | |
Number of Shares, Forfeited | 0 | |
Number of Shares, Expired | -28,000 | |
Number of Shares, Outstanding at end of period | 1,624,391 | |
Number of Shares, Exercisable and vested | 857,493 | |
Number of shares, Available for grant | 287,475 | |
Weighted Average Exercise Price, Outstanding at beginning of period | $3.88 | |
Weighted Average Exercise Price, Granted | $7.67 | |
Weighted Average Exercise Price, Exercised | $4.42 | |
Weighted Average Exercise Price, Forfeited | $0 | |
Weighted Average Exercise Price, Expired | $8 | |
Weighted Average Exercise Price, Outstanding at end of period | $4.36 | |
Weighted Average Exercise Price, Exercisable and vested | $3.29 | |
Weighte Average Remaining Contractual Life, Outstanding (in years) | '6 years 3 months 18 days | |
Weighte Average Remaining Contractual Life, Exercisable and vested (in years) | '5 years 2 months 12 days | |
Aggregate Intrinsic Value, Exercised (in dollars) | $839,024 | [1] |
Aggregate Intrinsic Value, Outstanding (in dollars) | 12,446,944 | [1] |
Aggregate Intrinsic Value, Exercisable and vested (in dollars) | $7,489,637 | [1] |
[1] | Intrinsic value for purposes of this table represents the amount by which the fair value of the underlying stock, based on the respective market prices at September 30, 2014 or if exercised, the exercise dates, exceeds the exercise prices of the respective options. |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details Textual) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | 'not to exceed 10 years | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period | 277,000 | 249,000 |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Stock Options | $3,126,000 | ' |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition 1 | '3 years 3 months 18 days | ' |
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | 69,825 | ' |
Allocated Share-based Compensation Expense | $214,000 | $144,000 |
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Treasury Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Cashless Exercise Transaction, Shares | 20,353 | ' |
Employee Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Cashless Exercise Transaction, Shares | 107,316 | ' |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Taxes [Line Items] | ' | ' |
Income Tax Expense (Benefit) | $14,352 | $2,750 |
Effective Income Tax Rate Reconciliation, Percent | -4.00% | 0.00% |
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Inventory [Line Items] | ' | ' |
Raw material | $2,202,934 | $1,820,046 |
Work-in-process | 614,022 | 410,827 |
Finished goods | 3,076,654 | 3,337,568 |
Inventory, Gross | 5,893,610 | 5,568,441 |
Less valuation reserve | 1,359,201 | 1,351,091 |
Inventory, Net, Total | $4,534,409 | $4,217,350 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Accrued Liabilities, Current [Abstract] | ' | ' |
Accrued payroll and vacation | $463,919 | $460,341 |
Accrued bonuses | 75,000 | 250,000 |
Accrued commissions | 368,635 | 340,462 |
Accrued professional and legal fees | 88,960 | 85,832 |
Deferred income | 104,187 | 102,453 |
Other | 205,133 | 218,162 |
Accrued Expenses and Other Current Liabilities | $1,305,834 | $1,457,250 |
Commitment_and_Contingencies_D
Commitment and Contingencies (Details Textual) (USD $) | 3 Months Ended | ||
Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Employment Contracts [Member] | Michael A McManus [Member] | ||
Commitments and Contingencies [Line Items] | ' | ' | ' |
Salaries, Wages and Officers' Compensation | ' | ' | $299,000 |
Cost Of Goods Sold Reversal Adjustment | $439,508 | ' | ' |
Employment Expiration Date | ' | 30-Jun-15 | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents, Carrying Amount | $7,597,869 | $7,039,938 | $4,653,513 | $5,806,437 |
Trade accounts receivable, Carrying Amount | 3,305,745 | 3,759,152 | ' | ' |
Trade accounts payable, Carrying Amount | 1,433,715 | 1,650,323 | ' | ' |
Cash and cash equivalents, Fair Value | 7,597,869 | 7,039,938 | ' | ' |
Trade accounts receivable, Fair Value | 3,305,745 | 3,759,152 | ' | ' |
Trade accounts payable, Fair Value | $1,433,715 | $1,650,323 | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Patents [Member] | ' | ' |
2015 | $60,335 | ' |
2016 | 76,433 | ' |
2017 | 74,268 | ' |
2018 | 70,954 | ' |
2019 | 64,497 | ' |
Thereafter | 214,328 | ' |
Finite-Lived Intangible Assets, Future Amortization Expense | 560,815 | 611,355 |
Customer Relationships [Member] | ' | ' |
2015 | 120,000 | ' |
2016 | 40,000 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
2019 | 0 | ' |
Thereafter | 0 | ' |
Finite-Lived Intangible Assets, Future Amortization Expense | $160,000 | $200,000 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details Textual) (USD $) | 3 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | |
Patents [Member] | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | '17 years | ' | ' |
Finite-Lived Intangible Assets, Net | $560,815 | ' | $611,355 |
Finite-Lived Intangible Assets, Accumulated Amortization | 661,535 | ' | 641,469 |
Amortization of Intangible Assets | 79,000 | 19,000 | ' |
Customer Relationships [Member] | ' | ' | ' |
Finite-Lived Intangible Assets, Net | 160,000 | ' | 200,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | 640,000 | ' | 600,000 |
Amortization of Intangible Assets | $40,000 | $40,000 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Applied BioSurgical [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Sales | $86,587 | $93,576 |
Accounts receivable | 63,193 | 113,421 |
MD Solutions Australasia PTY Ltd [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Sales | ' | 43,340 |
Accounts receivable | ' | $43,340 |
Licensing_Agreements_for_Medic1
Licensing Agreements for Medical Technology (Details Textual) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Proceeds from License Fees Received | $475,000 | ' |
Proceeds from Royalties Received | $1,121,000 | $885,000 |
License Agreement Expiration Period | '2016-10 | ' |