Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies | 1. Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements of Misonix, Inc. ("Misonix" or the "Company") include the accounts of Misonix and its 100% owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Organization and Business Misonix designs, manufactures, develops and markets therapeutic ultrasonic devices. These products are used for precise bone sculpting, removal of soft tumors, and tissue debridement in the fields of orthopedic surgery, plastic surgery, neurosurgery, podiatry and vascular surgery. In the United States, our products are marketed primarily through a hybrid sales approach. This includes direct sales representatives, managed by regional sales managers, along with independent distributors. Outside the United States, we sell BoneScalpel and SonaStar to specialty distributors who purchase products from us to resell to their clinical customer bases. We sell to all major markets in the Americas, Europe, Middle East, Asia Pacific and Africa. The Company operates as one business segment. Pending Merger with Solsys Medical, LLC On May 2, 2019, the Company announced that it has entered into a definitive agreement with Solsys Medical, LLC ("Solsys"), a privately held regenerative medical company, to acquire Solsys in an all-stock transaction valued at approximately $97 million. The planned acquisition of Solsys is expected to substantially broaden Misonix's addressable market through wound care solutions that are complementary to its existing products. The transaction has been approved by both the Company's Board of Directors and the Solsys Board of Managers. After the completion of the transaction, it is expected that Misonix shareholders immediately prior to the closing will own 64% of the combined entity, and Solsys unitholders will own 36%. The completion of the acquisition and the issuance of shares in connection with the proposed transaction is subject to the approval by Misonix shareholders and the completion of the transaction is subject to approval by 55% of Solsys' Series E unitholders and a majority of its Common unitholders, Series A unitholders, Series B unitholders, Series C unitholders and Series D unitholders, voting as a single class, as well as the satisfaction of certain customary closing conditions. The Company will convene a special shareholder meeting to vote on the transaction. The Company anticipates that the transaction will close in the third quarter of calendar year 2019. Professional fees incurred during the year ended June 30, 2019 with respect to this matter were approximately $1.9 million. Approximately $539,000 of these costs relate to the registration of the common stock that will be issued to pay for the transaction. These costs are included in Intangible and other assets as of June 30, 2019 and will be applied against Additional paid-in capital upon closing of the transaction. High Intensity Focused Ultrasound Technology The Company sold its rights to the high intensity focused ultrasound technology to SonaCare Medical, LLC ("SonaCare") in May 2010. The Company may receive up to approximately $5.8 million in payment for the sale. SonaCare is required to pay the Company 7% of the gross revenues received from its sales of the (i) prostate product in Europe and (ii) kidney and liver products worldwide, until the Company has received payments of $3 million, and thereafter 5% of the gross revenues, up to an aggregate payment of $5.8 million, all subject to a minimum annual royalty of $250,000. Cumulative payments through June 30, 2019 were $2,542,579. SonaCare has defaulted on its royalty payment due on March 31, 2019, and the Company is in discussions with SonaCare regarding this default. Given that the payment is uncertain, the Company has not recorded any income relating to this payment. Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. All of the Company's cash is maintained in bank accounts and accordingly it does not have cash equivalents at June 30, 2019. The Company's cash balance at June 30, 2019 was $7,842,403. The Company maintains cash balances at various financial institutions. At June 30, 2019, these financial institutions held cash that was approximately $4,366,000 in excess of amounts insured by the Federal Deposit Insurance Corporation and other government agencies. Major Customers and Concentration of Credit Risk Included in sales from continuing operations are sales to the Company distributor of SonaStar in China of $151,949 and $6,969,258 for the fiscal years ended June 30, 2019 and 2018, respectively, inclusive of product licensing fees of $4,010,000. Accounts receivable from this customer were $14,850 at June 30, 2019. Also included in sales from continuing operations are sales to the Company's distributor of its BoneScalpel product in China of $4,473,534 and $0 for the fiscal years ended June 30, 2019 and 2018, respectively. Accounts receivable from this customer were $493,784 at June 30, 2019. Total royalties from Medtronic Minimally Invasive Therapies ("MMIT") related to its sales of the Company's ultrasonic cutting and sculpting products, which use high frequency sound waves to coagulate and divide tissue for both open and laparoscopic surgery, were $0 and $525,000 for the fiscal years ended June 30, 2019 and 2018, respectively. There were no accounts receivable from MMIT royalties at June 30, 2019 and 2018, respectively. The license agreement with MMIT expired in August 2017. At June 30, 2019 and 2018, the Company's accounts receivable with customers outside the United States were approximately $2,181,000 and $1,630,000, respectively, none of which is over 90 days. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for but not limited to establishing the allowance for doubtful accounts, valuation of inventory, depreciation, asset impairment evaluations and establishing deferred tax assets and related valuation allowances, and stock-based compensation. Actual results could differ from those estimates. 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. Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value and consist of raw materials, work-in process and finished goods and include purchased materials, direct labor and manufacturing overhead. Management evaluates the need to record adjustments to write down inventory to the lower of cost or net realizable value on a quarterly basis. The Company's policy is to assess the valuation of all inventories, including raw materials, work-in-process and finished goods and it writes down its inventory for estimated obsolescence based upon the age of inventory and assumptions about future demand and usage. Inventory items used for demonstration purposes, rentals or on consignment are classified as property, plant and equipment. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Minor replacements and maintenance and repair expenses are charged to expense as incurred. Depreciation of property and equipment is provided using the straight-line method over estimated useful lives ranging from 3 to 5 years. Leasehold improvements are amortized over the life of the lease or the useful life of the related asset, whichever is shorter. The Company's policy is to periodically evaluate the appropriateness of the lives assigned to property, plant and equipment and make adjustments if necessary. Depreciation of BoneScalpel and SonicOne generators which are consigned to customers are depreciated over a 5- year period, and depreciation is charged to selling expenses. See Note 4. Revenue Recognition On July 1, 2018 the Company adopted Accounting Standards Codification ("ASC") Topic 606 "Revenue from Contracts with Customers, as amended" ("ASC Topic 606"), using the modified retrospective method applied to those contracts which were not completed as of the adoption date. The reported results for year ended June 30, 2019 reflect the application of Topic 606 guidance while the reported results for fiscal year 2018 were prepared under the guidance of ASC Topic 605, "Revenue Recognition". The adoption of ASC Topic 606 resulted in a cumulative prior period adjustment in the amount of $960,000 related to the Company's License and Exclusive Manufacturing Agreement described below, but the remainder of the adoption did not have a material impact on the timing or amount of revenue recognized. The impacts of adopting ASC Topic 606 on the Company's consolidated balance sheets as of July 1, 2018 were as follows: As Adjusted As ASC 606 Under Reported Adjustments ASC 606 Long-term contract assets $ - $ 960,000 $ 960,000 Total Shareholders' equity $ 24,401,178 $ 960,000 $ 25,361,178 The Company has made the following accounting policy elections and elected to use certain practical expedients, as permitted by the FASB, in applying ASC Topic 606: 1) the Company accounts for amounts collected from customers for sales and other taxes net of related amounts remitted to tax authorities; 2) the Company expenses costs to obtain a contract as they are incurred if the expected period of benefit, and therefore the amortization period, is one year or less; 3) the Company accounts for shipping and handling activities that occur after control transfers to the customer as a fulfillment cost rather than an additional promised service and these fulfillment costs fall within selling, general and administrative expenses; 4) the Company does not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer; 5) the Company will utilize the right-to-invoice practical expedient with regard to the recognition of revenue upon the purchase of consumable goods in connection with a product placement/consignment arrangement. The Company determines revenue recognition through the following steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of revenue when, or as, a performance obligation is satisfied Contracts and Performance Obligations The Company accounts for a contract with a customer when there is an approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. The Company's performance obligations consist mainly of transferring control of products and related services identified in the contracts, purchase orders or invoices. For each contract, the Company considers the obligation to transfer products or bundled products and services to the customer, of which each is distinct in the context of the contract, to be performance obligations. The Company historically has not made provisions for returns and allowances as they have not been material to the operations of the Company. Transaction Price and Allocation to Performance Obligations Transaction prices of products are typically based upon contracted rates as specified on the purchase order for the purchase of consumables. The Company's contracted rates represent the standalone selling price of a consumable which is generally determined through the sale of products and/or bundled products or services separately in similar circumstances to similar customers. The Company determines the effects of variable consideration, inclusive of any constraints, in determining the transaction price with regard to its contracts with customers. Recognition of Revenue The Company satisfies performance obligations either over time, or at a point in time, upon which control transfers to the customer. Revenue derived from the shipping and billing of product is recorded upon shipment, when transfer of control occurs for products shipped freight on board ("F.O.B.") shipping point. Products shipped F.O.B. destination point are recorded as revenue when received at the point of destination when the transfer of control is completed. Shipments under agreements with distributors are not subject to return, and payment for these shipments is not contingent on sales by the distributor. Accordingly, the Company recognizes revenue on shipments to distributors in the same manner as with other customers under the ship and bill process. Revenue derived from the rental of equipment is recorded on a monthly basis over the term of the lease. Shipments of consumable products to these rental customers is recorded as orders are received and shipments are made F.O.B. destination or F.O.B. shipping point. Revenue derived from consignment agreements is earned as consumables product orders are fulfilled using the right to invoice practical expedient. Therefore, revenue is recognized as control passes to the customer, which is typically when shipments are made F.O B shipping point or F.O.B destination. Revenue derived from service and maintenance contracts is recognized evenly over the life of the service agreement as the services are performed. Contract Specific Performance Obligations and Significant Judgements Product Placement/Consignment Agreements The Company's product placement/consignment agreements provide for the placement of a generator at the customer's place of business and set pricing related to the purchase of consumables for use in conjunction with the generator. These agreements do not require any minimum consumable purchase quantities and do not have a stated term. The Company considers the transaction price in these arrangements to be fully constrained variable consideration because it is dependent on future sales of consumables to the customer. The Company has determined that the pattern of purchase of consumables by a customer is consistent with the benefit received by the customer for the use of the generator and therefore the Company has a right to consideration based upon the pattern of consumable purchases placed through purchase orders by the customer. The Company's invoices to these customers have short-term payment terms and are aligned with the transfer of goods and services to the customer and the Company recognizes revenue based upon its right to invoice customers. License and Manufacturing Agreement On October 19, 2017, the Company entered into a License and Exclusive Manufacturing Agreement (the "L&M Agreement") with Hunan Xing Hang Rui Kang Bio-technologies Co., Ltd, a Chinese corporation (the "Licensee") under which Misonix has licensed certain manufacturing and distribution rights to its SonaStar product line in China, Hong Kong and Macau. The Licensee was obligated to make an initial payment of $5,000,000 for the transfer of functional intellectual property and initial stocking orders of product. In addition, the Licensee is required to make minimum royalty payments of $2,000,000 per calendar year for three years beginning in 2019, based upon the manufacture of products by the Licensee. The Company collected $5,000,000 of initial revenue for the quarter ended March 31, 2018 under ASC 605. Upon the adoption of ASC Topic 606, the Company evaluated this contract under the provisions of the new revenue standard. The Company determined that the satisfied performance obligations and allocation of the transaction price related to the $5,000,000 received prior to adoption was consistent with the provisions of ASC Topic 606 and also recorded a transitional adjustment to accumulated deficit in the amount of $960,000 as follows: Minimum royalty revenue provided by the contract $ 6,000,000 Implicit price concession (5,040,000 ) Adoption adjustment to accumulated deficit under ASC 606 $ 960,000 Although the contract includes minimum royalties, the Company concluded that a significant portion of those guaranteed minimums are actually variable consideration subject to the constraint because the Company has provided an implicit price concession. Specifically, the fact that production of the product in China is not assured and the Licensee must develop a manufacturing process, coupled with the fact that new technology related to the product is expected to be available for sale domestically, may result in the Licensee not earning sufficient revenue in order to pay the minimum royalties. Therefore, the Company has determined variable consideration through utilization of the most likely method based upon forecasts and projections of shipment of products. The Company will monitor facts and circumstances over time and adjust management's most likely estimate of variable consideration on a quarterly basis. As of June 30, 2019, the Company updated its estimate and concluded the amount is not materially different. The uncertainties that existed at inception of the contract still exist at June 30, 2019. Disaggregation of Revenue The Company generates revenue from the sale and leasing of medical equipment and from the sale of consumable products used with medical equipment in surgical procedures as well as through product licensing arrangements. In the United States, the Company's products are marketed primarily through a hybrid sales approach which includes direct sales representatives, managed by regional sales managers, along with independent distributors. Outside the United States, the Company sells BoneScalpel and SonaStar to specialty distributors who purchase products to resell to their clinical customer bases. The Company sells to all major markets in the Americas, Europe, Middle East, Asia Pacific, and Africa. Revenue is disaggregated from contracts between products under ship and bill arrangements and licensing agreements, and by geography, which the Company believes best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. The Company also provides an immaterial amount of service revenue which is recognized over time, but not stated separately because the amounts are immaterial. The following table disaggregates the Company's product revenue by classification and geographic location: For the year ended 2019 2018 Total Consumables $ 28,371,517 $ 23,596,476 Equipment 10,476,974 9,073,350 Total Product 38,848,491 32,669,826 License Fee - 4,010,000 Total $ 38,848,491 $ 36,679,826 Domestic: Consumables $ 20,561,273 $ 17,735,749 Equipment 2,414,435 2,308,614 Total $ 22,975,708 $ 20,044,363 International: Consumables $ 7,810,244 $ 5,860,727 Equipment 8,062,539 6,764,736 Total $ 15,872,783 $ 12,625,463 Contract Assets The timing of revenue recognition, customer invoicing, and collections produces accounts receivable and contract assets on the Company's consolidated balance sheet. Contract liabilities are not material to the operations of the Company as of June 30, 2019. The Company invoices in accordance with contract payment terms. Invoices to customers represent an unconditional right of the Company to receive consideration. When revenue is recognized in advance of customer invoicing a contract asset is recorded. Unpaid customer invoices are reflected as accounts receivable. The Company has established a contract asset in conjunction with the Company's L&M Agreement based upon its assessment of the most likely variable consideration to be received by the Company as a result of the royalty provisions in the contract. The asset is recorded as a long-term asset as the Company believes that payment will be made on this asset in a duration exceeding one year. Contract assets as of June 30, 2019 and June 30, 2018 were $960,000 and $0, respectively. Selling Costs Incremental direct costs of obtaining a sales contract primarily include sales commissions paid to sales personnel and outside sales representatives in connection with sales of products under ship and bill scenarios or through product placement scenarios. The expected period of benefit of these costs is one year or less and therefore the Company has elected the practical expedient to expense such costs in the period in which they are incurred. Typically, costs in fulfilling a contract represent shipping and handling costs and the Company accounts for these costs as fulfillment costs and they are expensed as incurred. Costs in fulfilling a contract are only capitalized as an asset if they relate directly to an existing contract or specific anticipated contract, they generate or enhance resources of the entity that will be used to satisfy performance obligations in the future, and they are expected to be recovered. The Company has not identified any such costs. Long-Lived Assets The carrying values of intangible and other long-lived assets, excluding goodwill, are periodically reviewed to determine if any impairment indicators are present. If it is determined that such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization and depreciation period, their carrying values are reduced to estimated fair value. Impairment indicators include, among other conditions, cash flow deficits, historic or anticipated decline in revenue or operating profit, adverse legal or regulatory developments, accumulation of costs significantly in excess of amounts originally expected to acquire the asset and a material decrease in the fair value of some or all of the assets. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. No such impairment was deemed to exist in fiscal 2019 and 2018. Goodwill Goodwill is not amortized. The Company reviews 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 products. Application of this impairment test requires significant judgments, including estimation of cash flows, which is dependent on internal forecasts, estimation of the long term rate of growth for the Company's business, the useful lives over which cash flows will occur and determination of the Company's weighted average cost of capital. The Company also compares its market capitalization to the value of its goodwill to view for evidence of impairment. The Company completed its annual goodwill impairment tests for fiscal 2019 and 2018 as of March 31 of each year. No impairment of goodwill was deemed to exist in fiscal 2019 and 2018. Patents The cost of acquiring or processing patents is capitalized at cost. This amount is being amortized using the straight-line method over the estimated useful lives of the underlying assets, which is approximately 17 years. Patents totaled $779,100 and $757,447 at June 30, 2019 and 2018, respectively. Amortization expense for the years ended June 30, 2019 and 2018 was approximately $141,200 and $127,000, respectively. The following is a schedule of estimated future patent amortization expense as of June 30, 2019 during the following fiscal years: 2020 $ 120,186 2021 112,993 2022 75,332 2023 74,241 2024 66,486 Thereafter 329,862 $ 779,100 Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible. Should management determine that it is more likely than not that some portion of the deferred tax asset will not be realized, a valuation allowance against the deferred tax asset would be established in the period such determination was made. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. The Company classifies income tax related interest and penalties as a component of income tax expense. Earnings Per Share Earnings per share ("EPS") is calculated using the two class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity's capital structure includes either two or more classes of common stock or common stock and participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. As such, unvested shares of restricted stock of the Company are considered participating securities. The dilutive effect of options and their equivalents (including non-vested stock issued under stock based compensation plans), is computed using the "treasury" method. Basic income per common share is based on the weighted average number of common shares outstanding during the period. Diluted income per common share includes the dilutive effect of potential common shares outstanding. The following table sets forth the reconciliation of weighted average shares outstanding and diluted weighted average shares outstanding: For the years ended 2019 2018 Basic weighted average shares outstanding 9,333,117 9,009,189 Dilutive effect of restricted stock awards (participating securities) - - Denominator for basic earnings per share 9,333,117 9,009,189 Dilutive effect of stock options - - Diluted weighted average shares outstanding 9,333,117 9,009,189 Diluted EPS for the years ended June 30, 2019 and 2018 as presented is the same as basic EPS as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive. Accordingly, excluded from the calculation of diluted EPS are the dilutive effect of options to purchase 482,926 and 211,801 shares of common stock for the years ended June 30, 2019 and 2018, respectively. Also excluded from the calculation of both basic and diluted earnings per share for the years ended June 30, 2019 and 2018 are the 400,000 shares of restricted common stock which were issued in December 2016. Research and Development All research and development expenses are expensed as incurred and are included in operating expenses. Advertising Expense The cost of advertising is expensed in the period the advertising first takes place. The Company incurred approximately $47,000, and $0 in advertising costs during the fiscal years ended June 30, 2019 and 2018, respectively. Advertising costs are reported in selling expenses on the statement of operations. Depreciation Expense for Consigned Inventory The Company typically provides to its United States customers, on a consignment basis, the generators used to power its BoneScalpel and SonicOne products. Title to these generators remains at all times with the Company. When these generators are deployed in the field at customer locations, the Company depreciates these units over a five-year period and charges the depreciation to selling expenses. Depreciation expense relating to consigned generators and for demonstration equipment for the years ended June 30, 2019 and 2018 was $1,093,000 and $923,000, respectively. Shipping and Handling Shipping and handling fees for the fiscal years ended June 30, 2019 and 2018 were approximately $83,000 and $99,000, respectively, and are reported as a component of net sales. Shipping and handling costs for the fiscal years ended June 30, 2019 and 2018 were approximately $563,000 and $289,000, respectively, and are reported as a component of selling expenses. Stock-Based Compensation The Company measures compensation cost for all share based payments at fair value and recognizes the cost over the vesting period. The Company uses the Black-Scholes method to value awards and utilizes the straight line amortization method to recognize the expense associated with the awards with graded vesting terms. Restricted Stock Awards The Company measures compensation cost for all restricted stock awards at fair value and recognizes the cost over the vesting period. For awards that have market conditions, the Company uses the Monte Carlo valuation method to value awards and utilizes the straight line amortization method to recognize the expense associated with the awards with graded vesting terms. Where awards have performance conditions, the Company will determine the probability of achieving those conditions and will record compensation expense when it is probable that the conditions will be met. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument. ASU 2016-13 replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for SEC filers for interim and annual periods beginning after December 15, 2019. Management is currently assessing the impact ASU 2016-13 will have on the Company, but it is not expected to have a material impact on the Company's financial statements. There are no other recently issued accounting pronouncements that are expected to have a material effect on the Company's financial position, results of operations or cash flows. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), and has since issued amendments thereto, related to the accounting for leases (collectively referred to as "ASC 842"). ASC 842 establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The Company will adopt ASC 842 on July 1, 2019. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Entities have the option to continu |