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 condensed 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. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all the information and footnotes required by U.S. GAAP for complete financial statements. As such, they should be read with reference to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 (the “2019 Form 10-K”), which provides a more complete explanation of the Company’s accounting policies, financial position, operating results, business properties and other matters. In the opinion of management, these financial statements reflect all adjustments considered necessary for a fair statement of interim results. Organization and Business Misonix designs, manufactures, and markets minimally invasive surgical ultrasonic medical devices and markets, sells and distributes Theraskin, a biologically active human skin allograft used to support healing of wound which compliments Misonix’s ultrasonic medical devices. Misonix’s ultrasonic products are used for precise bone sculpting, removal of soft and hard tumors, and tissue debridement, primarily in the areas of neurosurgery, orthopedic surgery, plastic surgery, wound care and maxillo-facial surgery. The Company strives to help proprietary procedural solutions become the standard of care and enhance patient outcomes throughout the world. Misonix intends to accomplish this, in part, by utilizing its best in class surgical ultrasonic technology to change patient outcomes in Spine, Neuro and Wound Care. Misonix is currently developing proprietary procedural solutions around its recently FDA cleared Nexus Ultrasonic Generator. In addition, through its acquisition of Solsys Medical LLC (“Solsys”), Misonix completed its first procedural expansion of its ultrasonic surgical technology, adding the TheraSkin product, a leading cellular skin substitute indicated for all wounds, to its product portfolio. In the United States, Misonix sells its products through its direct sales force, in addition to a network of commissioned agents assisted by Misonix personnel. Outside of the United States, the Company generally sells to distributors who then resell the products to hospitals. The Misonix sales force operates as two groups, Surgical (Neuro and Spine Applications) and Wound. The Company operates with one business segment. Acquisition of Solsys Medical, LLC On September 27, 2019, the Company completed the acquisition (the “Solsys Acquisition”) of Solsys Medical, LLC (“Solsys”), a privately held regenerative medical company, in an all-stock transaction valued at approximately $109 million. Solsys is the exclusive marketer and distributor of TheraSkin® in the U.S., through an agreement with LifeNet. Solsys owns the TheraSkin® brand name, which was commercially launched in January 2010. TheraSkin is a biologically active human skin allograft which has all of the relevant characteristics of human skin, including living cells, growth factors, and a collagen matrix, needed to heal wounds. TheraSkin is derived from human skin tissue from consenting and highly screened donors and is manufactured by LifeNet. As a result of the Solsys Acquisition, Misonix, Inc. formerly known as New Misonix, Inc. (“New Misonix”) became the parent public-reporting company of the combined company; Misonix, Inc., now known as Misonix Opco, Inc., and Solsys became direct, wholly owned subsidiaries of New Misonix. The acquisition of Solsys is expected to broaden substantially Misonix’s addressable market through wound care solutions that are complementary to its existing products. After the completion of the Solsys Acquisition, Misonix shareholders immediately prior to the closing owned 64% of the combined entity, and Solsys unitholders owned 36%. The Company issued 5,703,082 shares in connection with this transaction. Transaction fees were approximately $4.4 million, of which $1.3 million were capitalized as additional paid in capital in connection with the registration of these shares. The Solsys assets, liabilities and results of operations are included in the Company’s financial statements from the acquisition date. The common stock of New Misonix was created with a par value per share of $.0001, whereas the par value of Misonix Opco, Inc. is $.01. Accordingly, the Company has recorded a reclassification of $151,997 between common stock and additional paid in capital during the three months ended September 30, 2019 to account for this change. 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 September 30, 2019 were $2,542,579. Currently, SonaCare is in default of its royalty payment due March 31, 2019. Although the Company is in discussions with SonaCare regarding this default, there can be no assurance that the payments will be received on a timely basis or at all. Due to this default, the Company has not recorded any income relating to this payment. Major Customers and Concentration of Credit Risk Included in revenues are sales to the Company distributor of Bone Scalpel in China of approximately $1.5 million and $1.5 million, for the three months ended September 30, 2019 and 2018, respectively. Accounts receivable from this customer were $2.0 million and $0.5 million at September 30, 2019 and June 30, 2019, respectively. At September 30, 2019 and June 30, 2019, the Company’s accounts receivable with customers outside the United States were approximately $4.2 million and $2.2 million, respectively, $0.6 million of which is over 90 days at September 30, 2019. 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 restricted stock awards 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 the Company’s basic and diluted earning per share calculation: For the three months ended September 30, 2019 2018 Numerator for basic earning per share: Net Income (loss) $ 1,796,492 $ (2,610,986 ) Less allocation of earnings to participating securities (38,725 ) - Net Income (loss) available to common shareholders $ 1,757,767 $ (2,610,986 ) Numerator for diluted earning per share: Net Income (loss) available to common shareholders $ 1,757,767 $ (2,610,986 ) Effect of dilutive options (36,769 ) - Net Income (loss) available to common shareholders $ 1,720,998 $ (2,610,986 ) Denominator for basic earnings per share 9,686,402 9,100,123 Dilutive effect of stock options 526,683 - Diluted weighted average shares outstanding 10,213,085 9,100,123 Diluted EPS for the three months ended September 30, 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 632,301 shares of common stock for the three months ended September 30, 2018. Also excluded from the calculation of earnings per share for the three months ended September 30, 2019 and 2018 are the unvested restricted stock awards that were issued in December 2016. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instrument (“ASU 2016-13”). ASU 2016-13 replaces the incurred loss impairment methodology in current U.S. 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 fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted only as of annual reporting periods beginning after December 15, 2018. Management is currently assessing the impact ASU 2016-13 will have on the Company. 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 adopted 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 continue to apply historical accounting under Topic 840, including its disclosure requirements, in comparative periods presented in the year of adoption. An entity that elects this option will recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption instead of the earliest period presented. The Company adopted the optional ASC 842 transition provisions beginning on July 1, 2019. Accordingly, the Company will continue to apply Topic 840 prior to July 1, 2019, including Topic 840 disclosure requirements, in the comparative periods presented. The Company elected the package of practical expedients for all its leases that commenced before July 1, 2019. The Company has evaluated its real estate lease, its copier leases and its generator rental agreements. The adoption of ASC 842 did not materially impact the Company’s balance sheet and had an immaterial impact on its results of operations. Based on the Company’s current agreements, upon the adoption of ASC 842 on July 1, 2019, the Company recorded an operating lease liability of approximately $436,000 and corresponding ROU assets based on the present value of the remaining minimum rental payments associated with the Company’s leases. As the Company’s leases do not provide an implicit rate, nor is one readily available, the Company used its incremental borrowing rate based on information available at July 1, 2019 to determine the present value of its future minimum rental payments. Critical Accounting Policies and Use of Estimates 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. |