Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2020 | May 06, 2020 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MISONIX INC | |
Entity Central Index Key | 0000880432 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 17,361,685 | |
Entity File Number | 1-10986 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | NY |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 39,725,456 | $ 7,842,403 |
Accounts receivable, less allowance for doubtful accounts of $308,297 and $100,000, respectively | 14,703,450 | 5,360,454 |
Inventories, net | 12,916,742 | 7,353,562 |
Prepaid expenses and other current assets | 2,026,315 | 835,044 |
Total current assets | 69,371,963 | 21,391,463 |
Property, plant and equipment, net of accumulated amortization and depreciation of $12,098,275 and $10,545,810, respectively | 7,160,952 | 4,198,721 |
Patents, net of accumulated amortization of $1,302,286 and $1,204,589, respectively | 786,097 | 779,100 |
Goodwill | 108,570,750 | 1,701,094 |
Contract assets | 960,000 | |
Intangible assets | 21,702,803 | |
Lease right of use and other assets | 1,266,237 | 920,921 |
Total assets | 208,858,802 | 29,951,299 |
Current liabilities: | ||
Accounts payable | 5,798,976 | 5,357,736 |
Accrued expenses and other current liabilities | 6,739,617 | 2,488,514 |
Current portion of lease liabilities | 342,658 | |
Current portion of notes payable | 1,250,000 | |
Total current liabilities | 14,131,251 | 7,846,250 |
Non-current liabilities: | ||
Notes payable | 38,845,761 | |
Lease liabilities | 765,627 | |
Other non-current liabilities | 518,984 | 401,000 |
Total liabilities | 54,261,623 | 8,247,250 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common stock, $.0001 and $.01 par value-shares authorized 40,000,000; 17,361,685 and 9,646,728 shares issued and outstanding in each period | 1,736 | 96,468 |
Additional paid-in capital | 185,369,301 | 43,500,478 |
Accumulated deficit | (30,773,858) | (21,892,897) |
Total shareholders' equity | 154,597,179 | 21,704,049 |
Total liabilities and shareholders' equity | $ 208,858,802 | $ 29,951,299 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 308,297 | $ 100,000 |
Accumulated amortization and depreciation | 12,098,275 | 10,545,810 |
Patents, Accumulated amortization | $ 1,302,286 | $ 1,204,589 |
Common stock, par value (in dollars per share) | $ .0001 | $ 0.01 |
Common stock, authorized | 40,000,000 | 40,000,000 |
Common stock, issued | 17,361,685 | 9,646,728 |
Common stock, outstanding | 17,361,685 | 9,646,728 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues | ||||
Product | $ 17,902,512 | $ 9,556,590 | $ 48,770,419 | $ 29,094,208 |
Total revenue | 17,902,512 | 9,556,590 | 48,770,419 | 29,094,208 |
Cost of revenue | 5,311,565 | 2,801,571 | 14,493,321 | 8,600,194 |
Gross profit | 12,590,947 | 6,755,019 | 34,277,098 | 20,494,014 |
Operating expenses: | ||||
Selling expenses | 11,609,943 | 4,414,710 | 28,611,090 | 13,950,357 |
General and administrative expenses | 4,463,467 | 2,512,510 | 13,820,989 | 8,043,078 |
Research and development expenses | 1,842,837 | 1,426,483 | 3,701,697 | 3,570,468 |
Total operating expenses | 17,916,247 | 8,353,703 | 46,133,776 | 25,563,903 |
Loss from operations | (5,325,300) | (1,598,684) | (11,856,678) | (5,069,889) |
Other income (expense): | ||||
Interest income | 37,785 | 22,653 | 61,954 | 59,708 |
Interest expense | (755,528) | (1,624,659) | ||
Other | (434) | (13,650) | (1,578) | (30,817) |
Total other income (expense) | (718,177) | 9,003 | (1,564,283) | 28,891 |
Loss from operations before income taxes | (6,043,477) | (1,589,681) | (13,420,961) | (5,040,998) |
Income tax benefit | 455,000 | 4,540,000 | ||
Net loss | $ (5,588,477) | $ (1,589,681) | $ (8,880,961) | $ (5,040,998) |
Net loss per share: | ||||
Basic | $ (0.34) | $ (0.17) | $ (0.64) | $ (0.55) |
Diluted | $ (0.34) | $ (0.17) | $ (0.64) | $ (0.55) |
Weighted average shares - Basic | 16,619,981 | 9,390,665 | 13,841,032 | 9,245,879 |
Weighted average shares - Diluted | 16,619,981 | 9,390,665 | 13,841,032 | 9,245,879 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) | Common Stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at beginning at Jun. 30, 2018 | $ 94,305 | $ 39,772,973 | $ (15,466,100) | $ 24,401,178 |
Balance at beginning, shares at Jun. 30, 2018 | 9,430,466 | |||
Cumulative effect of the adoption of ASC 606 - revenue recognition | 960,000 | 960,000 | ||
Net loss | (5,040,998) | (5,040,998) | ||
Proceeds from exercise of stock options | $ 2,106 | 1,349,067 | 1,351,173 | |
Proceeds from exercise of stock options, shares | 210,637 | |||
Stock-based compensation | 1,889,174 | 1,889,174 | ||
Balance at ending at Mar. 31, 2019 | $ 96,411 | 43,011,214 | (19,547,098) | 23,560,527 |
Balance at ending, shares at Mar. 31, 2019 | 9,641,103 | |||
Balance at beginning at Dec. 31, 2018 | $ 95,842 | 42,143,359 | (17,957,417) | 24,281,784 |
Balance at beginning, shares at Dec. 31, 2018 | 9,584,178 | |||
Net loss | (1,589,681) | (1,589,681) | ||
Proceeds from exercise of stock options | $ 569 | 483,267 | 483,836 | |
Proceeds from exercise of stock options, shares | 56,925 | |||
Stock-based compensation | 384,588 | 384,588 | ||
Balance at ending at Mar. 31, 2019 | $ 96,411 | 43,011,214 | (19,547,098) | 23,560,527 |
Balance at ending, shares at Mar. 31, 2019 | 9,641,103 | |||
Balance at beginning at Jun. 30, 2019 | $ 96,468 | 43,500,478 | (21,892,897) | 21,704,049 |
Balance at beginning, shares at Jun. 30, 2019 | 9,646,728 | |||
Net loss | (8,880,961) | (8,880,961) | ||
Proceeds from exercise of stock options | $ 14 | 1,185,402 | 1,185,416 | |
Proceeds from exercise of stock options, shares | 143,125 | |||
Equity restructuring | $ (151,964) | 151,964 | ||
Equity restructuring, shares | ||||
Issuance of shares for acquisition of Solsys | $ 57,031 | 108,586,679 | 108,643,710 | |
Issuance of shares for acquisition of Solsys, shares | 5,703,082 | |||
Stock registration and investment bank fees | (3,859,036) | (3,859,036) | ||
Equity offering | $ 187 | 34,571,875 | 34,572,062 | |
Equity offering, shares | 1,868,750 | |||
Stock-based compensation | 1,231,939 | 1,231,939 | ||
Balance at ending at Mar. 31, 2020 | $ 1,736 | 185,369,301 | (30,773,858) | 154,597,179 |
Balance at ending, shares at Mar. 31, 2020 | 17,361,685 | |||
Balance at beginning at Dec. 31, 2019 | $ 1,549 | 152,802,535 | (25,185,379) | 127,618,705 |
Balance at beginning, shares at Dec. 31, 2019 | 15,491,560 | |||
Net loss | (5,588,479) | (5,588,477) | ||
Proceeds from exercise of stock options | 10,332 | 10,332 | ||
Proceeds from exercise of stock options, shares | 1,375 | |||
Equity restructuring | ||||
Equity restructuring, shares | ||||
Stock registration and investment bank fees | (2,497,644) | (2,497,644) | ||
Equity offering | $ 187 | 34,571,875 | 34,572,062 | |
Equity offering, shares | 1,868,750 | |||
Stock-based compensation | 482,203 | 482,203 | ||
Balance at ending at Mar. 31, 2020 | $ 1,736 | $ 185,369,301 | $ (30,773,858) | $ 154,597,179 |
Balance at ending, shares at Mar. 31, 2020 | 17,361,685 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net loss | $ (8,880,961) | $ (5,040,998) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Depreciation and amortization | 2,447,359 | 1,180,206 |
Rent expense from operating lease right-of-use asset | 354,810 | |
Bad debt expense | 207,010 | 69,613 |
Reserve for contract asset | 960,000 | |
Stock-based compensation | 1,231,939 | 1,889,175 |
Release of valuation allowance on deferred tax assets | (4,540,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,317,969) | (157,903) |
Inventories | (9,000,757) | (2,004,812) |
Prepaid expenses and other current assets | (852,408) | (252,805) |
Lease and other assets | 617,028 | 83,453 |
Accounts payable, accrued expenses and other current liabilities | (537,552) | 1,632,102 |
Net cash used in operating activities | (21,311,501) | (2,601,969) |
Investing activities | ||
Acquisition of property, plant and equipment | (304,855) | (588,526) |
Additional patents | (104,694) | (127,912) |
Cash from acquisition of Solsys Medical, LLC | 5,525,601 | |
Net cash provided by (used in) investing activities | 5,116,052 | (716,438) |
Financing activities | ||
Proceeds from notes payable | 28,750,000 | |
Repayments of notes payable | (12,569,940) | |
Stock registration and investment bank fees | (3,859,036) | |
Proceeds from equity offering | 34,572,062 | |
Proceeds from exercise of stock options | 1,185,416 | 1,351,172 |
Net cash provided by financing activities | 48,078,502 | 1,351,172 |
Net increase (decrease) in cash and cash equivalents | 31,883,053 | (1,967,235) |
Cash and cash equivalents at beginning of year | 7,842,403 | 10,979,455 |
Cash and cash equivalents at end of year | 39,725,456 | 9,012,220 |
Cash paid for: | ||
Interest | 1,397,191 | |
Income taxes | 550 | 71,787 |
Transfer of inventory to property, plant and equipment for consignment of product | 3,536,488 | 692,112 |
Stock issued for the acquisition of Solsys Medical, LLC | $ 108,643,710 |
Basis of Presentation, Organiza
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
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 subsidiaries, each of which is 100% owned. 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, which are of a normal recurring nature, 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® (“TheraSkin”), a biologically active human skin allograft used to support healing of wounds which complements 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 the areas of spinal surgery, neurosurgery and wound care. Misonix is currently developing proprietary procedural solutions around its Nexus generator (“Nexus”), which received U.S. Food and Drug Administration (“FDA”) 510(k) marketing clearance in June 2019 and its CE mark clearance in July 2019 for sale in Europe, and which combines the capabilities of the Company’s three legacy ultrasonic products, namely BoneScalpel® Surgical System (“BoneScalpel”), SonaStar® Surgical Aspirator (“SonaStar”) and SonicOne® Wound Cleansing and Debridement System (“SonicOne”), into a single system that can be used to perform soft and hard tissue resections. The Nexus platform is driven by Misonix’s proprietary ultrasonic digital algorithm and additionally integrates the delivery of radio frequency energy for use in general surgical procedures. In addition, through its acquisition of Solsys Medical, LLC (“Solsys”) in September 2019, Misonix completed its first procedural expansion of its ultrasonic surgical technology in September 2019, adding the TheraSkin product, a leading cellular skin substitute indicated for all wounds, to its product portfolio. BoneScalpel is a state of the art, ultrasonic bone cutting and sculpting system capable of making precise cuts with minimal necrosis, minimal burn artifact, minimal inflammation and minimal bone loss. The device is also capable of preserving surrounding soft tissue structures because of its unique ability to differentiate soft tissue from rigid bone. This device can make precise linear or curved cuts, on any plane, with precision not normally associated with powered instrumentation. The Company believes that BoneScalpel offers the speed and convenience of a powered instrument without the dangers associated with conventional rotary devices. The effect on surrounding soft tissue is minimal due to the elastic and flexible structure of healthy tissue. This is a significant advantage in anatomical regions like the spine where patient safety is of primary concern. In addition, the linear motion of the blunt, tissue-impacting tips avoids accidental ‘trapping’ of soft tissue while largely eliminating the high-speed spinning and tearing associated with rotary power instruments. BoneScalpel allows surgeons to improve on existing surgical techniques by creating new approaches to bone cutting and sculpting and removal, leading to substantial time savings and increased operation efficiencies. BoneScalpel is now recognized by many surgeons globally as a critical surgical tool enabling improved patient outcomes in the spinal arena. SonicOne is an innovative, tissue specific approach for the effective removal of devitalized or necrotic tissue and fibrin deposits while sparing viable, surrounding cellular structures. The tissue specific capability is, in part, due to the fact that healthy and viable tissue structures have a higher elasticity and flexibility than necrotic tissue and are more resistant to destruction from the impact effects of ultrasound. The ultrasonic debridement process separates devitalized tissue from viable tissue layers, allowing for a more defined treatment and, usually, a reduced pain sensation. The Company believes SonicOne establishes a new standard in wound and burn bed preparation, the essential first step in the healing process, while contributing to a faster patient healing. SonaStar is used to emulsify and remove soft and hard tumors. Specifically, SonaStar provides powerful precise aspiration following the ultrasonic ablation of hard or soft tissue. SonaStar has been used for a wide variety of surgical procedures applying both open and minimally invasive approaches, including neurosurgery and general surgery. Nexus is a next-generation integrated ultrasonic surgical platform that combines all the features of BoneScalpel, SonicOne and SonaStar into a single fully integrated platform that will also serve to power future solutions. The Nexus platform is driven by a new proprietary digital algorithm that results in more power, efficiency and control. Nexus uniquely integrates radio frequency capabilities, allowing for use in general surgery procedures. Nexus’ increased power improves tissue resection rates for both soft and hard tissue removal making it a unique surgical platform for a variety of different surgical specialties. In addition, Nexus’ easy setup and use enables physicians to fully leverage Nexus’ impressive set of capabilities via its digital touchscreen display and smart system technology. Because BoneScalpel, SonaStar and SonicOne all work on the Nexus generator, hospitals have access to all of the Company’s product offerings on the all in one Nexus platform. Nexus received FDA 510(k) clearance in June 2019 and received its CE mark clearance in July 2019 for sale in Europe. In the United States, the Company 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 Company’s sales force operates as two groups, Surgical (neurosurgery and spinal surgery applications) and Wound Care. The Company operates with two business segments. Risks and Uncertainties The Company’s business is subject to material risks and uncertainties as a result of the coronavirus (“COVID-19”) pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic is rapidly evolving. The Company’s customers are diverting resources to treat COVID-19 patients and deferring elective surgical procedures, both of which have and are likely to continue to impact demand for our products. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Such economic disruption could have a material adverse effect on our business as hospitals and surgery centers curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions and the Company’s ability to benefit from them remains uncertain. The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be materially and adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its customers. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations is uncertain. 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 United States, through an agreement with LifeNet Health (“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 Health. As a result of the Solsys Acquisition, the Company became the parent public-reporting company of the combined entity; Misonix, Inc., a New York corporation, now known as Misonix Opco, Inc., and Solsys became direct, wholly owned subsidiaries of the Company. The acquisition of Solsys is expected to broaden the Company’s addressable market through wound care solutions that are complementary to its existing products. After the completion of the Solsys Acquisition, the Company’s shareholders immediately prior to the closing owned 64% of the combined entity, and Solsys unitholders immediately prior to the closing owned 36%. The Company issued 5,703,082 shares in connection with this transaction. Transaction fees were approximately $4.5 million, of which $1.4 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 Company’s common stock was created with a par value per share of $.0001, whereas the par value of Misonix Opco, Inc. was $.01. Accordingly, the Company recorded a reclassification of $151,964 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 In May 2010, the Company sold its rights to its former the high intensity focused ultrasound technology to SonaCare Medical, LLC (“SonaCare”). 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 March 31, 2020 were approximately $2.5 million. Currently, SonaCare is in default of its royalty payment due March 31, 2019 and 2020. 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 these payments due. Equity Offering On January 27, 2020, the Company completed an underwritten public offering of 1,868,750 shares of its common stock at a price to the public of $18.50 per share. The gross proceeds of the offering were $34.6 million. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include investment in sales and marketing initiatives and funding growth opportunities such as collaborations and acquisitions of complementary products or technologies. Major Customers and Concentration of Credit Risk For the nine months ended March 31, 2020 and 2019, the Company did not have any customers exceeding 10% of total revenue. At March 31, 2020 and June 30, 2019, the Company’s accounts receivable with customers outside the United States were approximately $5.0 million and $2.2 million, respectively, $3.0 million of which is over 90 days at March 31, 2020. In the event one or more of our major customers is adversely affected by COVID-19 or otherwise the current market environment, that may impact our business with them. We may face an increased risk of our customers’ inability to make payments or remain solvent. 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 earnings per share calculation: For the three months ended For the nine months ended March 31, March 31, 2020 2019 2020 2019 Basic weighted average shares outstanding 16,619,981 9,390,665 13,841,032 9,245,879 Dilutive effect of restricted stock awards (participating securities) - - - - Denominator for basic earnings per share 16,619,981 9,390,665 13,841,032 9,245,879 Dilutive effect of stock options - - - - Diluted weighted average shares outstanding 16,619,981 9,390,665 13,841,032 9,245,879 Diluted EPS for the three months and nine months ended March 31, 2020 and 2019 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 unvested restricted stock and stock options of 398,920 and 484,966 shares of common stock for the three months ended March 31, 2020 and 2019, respectively, and the dilutive effect of unvested restricted stock and stock options of 562,388 and 491,212 shares of common stock for the nine months ended March 31, 2020 and 2019, respectively. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 small business filers for fiscal years beginning after December 15, 2022. Management is currently assessing the impact that 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 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 long-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition and classification 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 recognizes a cumulative effect adjustment to the opening balance of accumulated deficit 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 of 10.5% 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, valuation of assets acquired and liabilities assumed in business combinations, asset impairment evaluations, establishing deferred tax assets and related valuation allowances, and stock-based compensation accounting. Actual results could differ from those estimates. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | 2. 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 that had not been completed as of the adoption date. The Company's reported results for the year ended June 30, 2019 reflect the application of ASC Topic 606. The Company's 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 manufacturing agreement dated October 19, 2017, under which the Company licensed to its Chinese partner certain manufacturing and distribution rights to its SonaStar product line in China, Hong Kong and Macau (the "License and Exclusive Manufacturing Agreement"), but the remainder of the adoption did not have a material impact on the timing or amount of revenue recognized. 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. Recognition of Revenue The Company generates revenue from the sale and leasing of medical equipment, from the sale of consumable products used with medical equipment in surgical procedures, from the sale of TheraSkin, a regenerative skin product, and from product licensing arrangements. In the United States, the Company's products are marketed primarily through a hybrid sales approach that 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 satisfies performance obligations at a point in time, upon which control of a product shipped transfers to the customer. Revenue derived by the Company 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. Therefore, revenue is recognized as shipments are made F.O.B. shipping point or F.O.B destination. Revenue derived from service and maintenance contracts is recognized as the services are performed. The following table disaggregates the Company's product revenue by sales channel and geographic location: For the three months ended For the nine months ended March 31, March 31, 2020 2019 2020 2019 Total Surgical $ 9,102,711 $ 8,267,510 $ 28,702,566 $ 25,039,057 Wound 8,799,801 1,289,080 20,067,853 4,055,151 Total $ 17,902,512 $ 9,556,590 $ 48,770,419 $ 29,094,208 Domestic: Surgical $ 6,052,548 $ 4,278,936 $ 16,819,950 $ 13,232,131 Wound 8,725,868 1,130,842 19,762,087 3,665,526 Total $ 14,778,416 $ 5,409,778 $ 36,582,037 $ 16,897,657 International: Surgical $ 3,050,163 $ 3,988,574 $ 11,882,616 $ 11,806,926 Wound 73,933 158,238 305,766 389,625 Total $ 3,124,096 $ 4,146,812 $ 12,188,382 $ 12,196,551 Beginning with the fiscal first quarter of 2020, Misonix adopted certain changes in its quarterly financial results related to the presentation of its sales performance supplemental data to more accurately reflect the Company's two separate sales channels - its Surgical and Wound product divisions. The Surgical division includes the Company's Nexus, BoneScalpel and SonaStar product lines, and the Wound division includes the Company's SonicOne and TheraSkin product lines. As a result, the Company presents total, domestic and international sales performance supplemental data for its Surgical and Wound divisions and no longer presents total, domestic and international sales performance supplemental data based on its consumables and equipment products. 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 March 31, 2020. 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. Contract assets were not material to the operations of the Company as of March 31, 2020. Upon the adoption of ASC Topic 606 on July 1, 2018, the Company recorded a contract asset in the amount of $960,000 relating to royalties to be received from its Chinese partner pursuant to its License and Exclusive Manufacturing Agreement. This resulted in a cumulative prior period adjustment in the amount of $960,000 which was charged to accumulated deficit. When this contract asset was established, the value of such asset was determined based upon the Company's assessment of the most likely variable consideration to be received by the Company as a result of the royalty provisions in the contract. As of March 31, 2019, the Company's Chinese partner was in default on its initial royalty payment obligations. Management determined that collection of this contract is unlikely, and accordingly, recorded a full $960,000 allowance against such asset with a corresponding charge to bad debt expense, classified as general and administrative expenses. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The Company follows a three-level fair value hierarchy that prioritizes the inputs to measure the fair value of the Company's financial instruments. This hierarchy requires entities to maximize the use of "observable inputs" and minimize the use of "unobservable inputs." The three levels of inputs that the Company uses 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. At March 31, 2020 and June 30, 2019, all of the Company's cash and cash equivalents, trade accounts receivable and trade accounts payable were short term in nature, and their carrying amounts approximate fair value. |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories are summarized as follows: March 31, June 30, 2020 2019 Raw material $ 6,830,184 $ 4,830,207 Work-in-process 598,178 224,252 Finished goods 5,932,638 2,743,361 13,361,000 7,797,820 Less valuation reserve (444,258 ) (444,258 ) $ 12,916,742 $ 7,353,562 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Depreciation and amortization of property, plant and equipment was $1.6 million and $1.1 million for the nine months ended March 31, 2020 and 2019, respectively. Inventory items used for demonstration purposes, subject to a rental agreement or provided on consignment are included in property, plant and equipment and are depreciated using the straight-line method over estimated useful lives of 3 to 5 years. Depreciation of generators that are consigned to customers is expensed over a 5-year period, and depreciation is charged to selling expenses. |
Goodwill
Goodwill | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill Under accounting guidelines, goodwill is not amortized, but must be tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below the carrying amount. 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 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 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 primarily utilizes the Company's market capitalization and a discounted cash flow model in determining the fair value, which consists of Level 3 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 completes its annual goodwill impairment tests as of March 31 of each year. There were no goodwill impairments recorded during the quarter ended March 31, 2020. Goodwill decreased by $1,963,509 and $2,217,026 during the three and nine months ended March 31, 2020, respectively, as a result of refinements relating to the purchase price valuation of Solsys. |
Patents
Patents | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Patents | 7. Patents The costs of acquiring or processing patents are capitalized at cost. These amounts are being amortized using the straight-line method over the estimated useful lives of the underlying assets, which is approximately 17 years. Patents, net of accumulated amortization, totaled $786,097 and $779,100 at March 31, 2020 and June 30, 2019, respectively. Amortization expense for the nine months ended March 31, 2020 and 2019 was $97,697 and $106,000, respectively. The following is a schedule of estimated future patent amortization expenses by fiscal year as of March 31, 2020: 2020 $ 33,176 2021 126,513 2022 84,494 2023 83,363 2024 75,452 Thereafter 383,099 $ 786,097 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets In connection with the Solsys Acquisition, the Company acquired intangible assets primarily consisting of customer relationships, trade names and non-competition agreements. The table below summarizes the intangible assets acquired: March 31, June 30, Amortization 2020 2019 Period Customer relationships $ 9,500,000 $ - 15 years Trade names 12,800,000 - 15 years Non-competition agreements 200,000 - 1 year Total 22,500,000 - Less accumulated amortization (797,197 ) - - Net intangible assets $ 21,702,803 $ - The following is a schedule of estimated future intangible asset amortization expense by fiscal year as of March 31, 2020: 2020 $ 422,462 2021 1,539,848 2022 1,489,848 2023 1,489,848 2024 1,489,848 Thereafter 15,270,949 $ 21,702,803 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities The following summarizes accrued expenses and other current liabilities: March 31, June 30, 2020 2019 Accrued payroll, payroll taxes and vacation $ 1,777,765 $ 488,339 Accrued bonus 647,001 622,115 Accrued commissions 1,352,857 662,007 Professional fees 120,104 181,313 Vendor, tax and other accruals 2,841,890 534,740 $ 6,739,617 $ 2,488,514 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 9 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stock-Based Compensation Plans | 10. Stock-Based Compensation Plans Stock Option Awards For the three and nine months ended March 31, 2020 and 2019, the compensation cost relating to stock option awards that has been charged against income for the Company's stock option plans, excluding the compensation cost for restricted stock, was $359,917 and $263,474, and $862,275 and $896,730, respectively. As of March 31, 2020, there was approximately $3.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements to be recognized over a weighted-average period of 2.9 years. Stock options typically expire 10 years from the date of grant and vest over service periods, which typically are 4 years. All options are granted at fair market value, as defined in the applicable plans. The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. The expected volatility represents the historical price changes of the Company's stock over a period equal to that of the expected term of the option. The Company uses the simplified method for determining the option term. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is based upon historical and projected dividends. The Company has historically not paid dividends, and it does not expect to do so in the near term. There were options to purchase 185,500 and 255,000 shares granted during the nine months ended March 31, 2020 and 2019, respectively. The fair value was estimated based on the weighted average assumptions of: For the nine months ended March 31, 2020 2019 Risk-free interest rates 1.67 % 2.80 % Expected option life in years 6.25 6.25 Expected stock price volatility 54.69 % 56.01 % Expected dividend yield 0 % 0 % A summary of option activity under the Company's equity plans as of March 31, 2020, and changes during the nine months ended March 31, 2020 is presented below: Options Weighted Average Aggregate Outstanding Exercise Intrinsic Shares Price Value Outstanding as of June 30, 2019 1,163,856 $ 10.28 $ 17,617,231 Granted 185,500 21.41 Exercised (143,125 ) 8.28 Forfeited (47,500 ) 13.99 Expired - - Outstanding as of March 31, 2020 1,158,731 $ 12.16 $ 1,002,250 Vested and exercisable at March 31, 2020 686,854 $ 9.19 $ 947,053 The total fair value of stock options vested during the nine months ended March 31, 2020 was $1,076,997. The number and weighted-average grant-date fair value of non-vested stock options at March 31, 2020 was 471,877 and $8.94, respectively. The number and weighted-average grant-date fair value of stock options which vested during the nine months ended March 31, 2020 was 173,249 and $6.22, respectively. Restricted Stock Awards On December 15, 2016, the Company issued 400,000 shares of restricted stock to its Chief Executive Officer. These awards vest over a period of up to five years, subject to meeting certain service, performance and market conditions. These awards were valued at approximately $3.6 million. Compensation expense recorded in the three and nine months ended March 31, 2020 and 2019 related to these awards was $122,286 and $121,114, and $369,664 and $992,445, respectively. As of March 31, 2020, there was approximately $764,079 of total unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.6 years. The awards contain a combination of vesting terms that include time vesting, performance vesting relating to revenue achievement, and market vesting related to obtaining certain levels of Company stock prices. At March 31, 2020, the Company has estimated that it is probable that the performance conditions will be met. The awards were valued using a Monte Carlo valuation model using a stock price at the date of grant of $9.60, a term of 3 to 5 years, a risk-free interest rate of 1.6% to 2.1% and a volatility factor of 66.5%. As of March 31, 2020, 213,400 shares from this set of awards have vested. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases The Company has entered into operating leases primarily for real estate and office copiers. These leases generally have terms that range from 1 year to 6 years. These operating leases are included in "Lease right of use and other assets" on the Company's March 31, 2020 consolidated balance sheet and represent the Company's right to use the underlying asset for the lease term. The Company's obligation to make lease payments are included in "Current portion of lease liabilities" and "Lease liabilities" on the Company's March 31, 2020 consolidated balance sheet. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized right-of-use assets of approximately $0.5 million and lease liabilities for operating leases of approximately $0.5 million on July 1, 2019. Operating lease right-of-use assets and liabilities commencing after July 1, 2019 are recognized at their commencement date based on the present value of lease payments over the lease term. As of March 31, 2020, total right-of-use assets and operating lease liabilities were approximately $1.1 million and $1.1 million, respectively. The Company has entered into various short-term operating leases with an initial term of twelve months or less. These leases are not recorded on the Company's balance sheet. All operating lease expense is recognized on a straight-line basis over the lease term. During the nine months ended March 31, 2020, the Company recognized approximately $354,810 in total lease costs, which was composed of operating lease costs for right-of-use assets. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate of 10.5% to determine the present value of the lease payments. Information related to the Company's right-of-use assets and related lease liabilities were as follows: Nine months ended March 31, Cash paid for operating lease liabilities $ 355,381 Right of use assets obtained in exchange for new operating lease obligations $ 1,378,409 As of Weighted-average remaining lease term 4.0 years Weighted-average discount rate 10.5 % Maturities of lease liabilities as of March 31, 2020 were as follows: 2020 $ 151,932 2021 348,252 2022 247,359 2023 254,199 2024 254,794 Thereafter 109,493 1,366,029 Less imputed interest (257,744 ) Total lease liabilities $ 1,108,285 Former Chinese Distributor - Litigation On March 23, 2017, the Company's former distributor in China, Cicel (Beijing) Science & Technology Co., Ltd., filed a lawsuit against the Company and certain of its officers and directors in the United States District Court for the Eastern District of New York, alleging that the Company improperly terminated its contract with the former distributor. The complaint sought various remedies, including compensatory and punitive damages, specific performance and preliminary and post judgment injunctive relief, and asserted various causes of action, including breach of contract, unfair competition, tortious interference with contract, fraudulent inducement, and conversion. On October 7, 2017, the court granted the Company's motion to dismiss each of the tort claims asserted against us, and also granted the individual defendants' motion to dismiss all claims asserted against them. On January 23, 2020, the Court granted Cicel's motion to amend its complaint, to include claims for alleged defamation and theft of trade secrets in addition to the breach of contract claim. The Company believes that it has various legal and factual defenses to the allegations in the complaint and intends to defend the action vigorously. Fact discovery in the case is ongoing, and there is no trial date currently set. |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Mar. 31, 2020 | |
Notes Payable, Noncurrent [Abstract] | |
Financing Arrangements | 12. Financing Arrangements Note payable consists of the following as of March 31, 2020 and June 30, 2019: March 31, June 30, 2020 2019 Revolving credit facility $ 10,000,000 $ - Term loans 30,095,761 - 40,095,761 Less current portion of notes payable (1,250,000 ) Notes payable $ 38,845,761 $ - Following are the scheduled maturities of the notes payable for the twelve-month period ending June 30: 2020 $ - 2021 2,500,000 2022 5,000,000 2023 32,595,761 2024 - $ 40,095,761 Revolving Credit Facility Through the Solsys Acquisition, the Company became party to a $5.0 million revolving line of credit loan agreement with Silicon Valley Bank, originally effective January 22, 2019 (as amended and supplemented, the "Prior Solsys Credit Agreement"). The line of credit had an original maturity date of January 22, 2021. On December 26, 2019 (the "Effective Date"), the Company entered into a Loan and Security Agreement (the "New Loan and Security Agreement") among the Company, Misonix OpCo, Inc. and Solsys, as borrowers, and Silicon Valley Bank. The New Loan and Security Agreement provides for a revolving credit facility (the "New Credit Facility") in an aggregate principal amount of up to $20.0 million, including borrowings and letters of credit. The New Loan and Security Agreement replaces the $5.0 million Prior Solsys Credit Agreement, dated as of January 22, 2019, among Solsys, as borrower, and Silicon Valley Bank. The Company did not incur any early termination penalties in connection with the termination of the Prior Solsys Credit Agreement. Borrowings under the New Credit Facility were used in part to repay the amount of $3,750,000 outstanding under the Prior Solsys Credit Agreement, and the balance may be used by the Company for general corporate purposes and working capital. The New Credit Facility matures on December 26, 2022. Interest on outstanding indebtedness under the New Credit Facility accrues at a rate equal to the greater of the "Prime Rate" and 5.25%. In addition, on each year anniversary of the Effective Date, the Company is required to pay an anniversary fee of $100,000. The New Loan and Security Agreement contains representations and warranties and covenants that the Company believes are customary for agreements of this type, including covenants applicable to the Company and its subsidiaries limiting indebtedness, liens, substantial asset sales and mergers as well as financial maintenance covenants and other provisions. The New Loan and Security Agreement contains customary events of default. Upon the occurrence of an event of default, the lender may accelerate the indebtedness under the New Credit Facility, provided, that in the case of certain bankruptcy or insolvency events of default, the indebtedness under the New Credit Facility will automatically accelerate. If the New Credit Facility or the New Loan and Security Agreement terminates before the maturity date of December 26, 2022, then the Company must pay the then-owing amounts, in addition to a termination fee equal to 1% of the New Credit Facility at that time. The termination fee would not apply if the New Credit Facility or the New Loan and Security Agreement terminates before the maturity date for either of the following reasons: (1) the New Credit Facility is replaced with another new credit facility from Silicon Valley Bank or (2) Silicon Valley Bank sells, transfers, assigns or negotiates its obligations, rights and benefits under the New Loan and Security Agreement and related loan documentation to another person or entity that is not an affiliate of Silicon Valley Bank and the Company terminates the New Loan and Security Agreement or the New Credit Facility within sixty days thereof (unless the Company consented to that sale, transfer, assignment or negotiation). As of March 31, 2020, the outstanding principal balance of the New Credit Facility is $10 million. Notes Payable On September 27, 2019, the Company entered into an amended and restated credit agreement ("SWK Credit Agreement") with SWK Holdings Corporation ("SWK") pursuant to a commitment letter whereby SWK (a) consented to the Solsys Acquisition and (b) agreed to provide financing to the Company. Through the Solsys Acquisition, the Company became party to a $20.2 million note payable to SWK. The SWK credit facility originally provided an additional $5.0 million in financing, totaling approximately $25.1 million and a maturity date of June 30, 2023. Prior to the Amendment Date (as defined below), the interest rate applicable to the loans made under the SWK Credit Agreement varied between LIBOR plus 7.00% and LIBOR plus 10.25%, depending on the Company's consolidated EBITDA or market capitalization. On December 23, 2019 (the "Amendment Date") the parties amended the SWK Credit Agreement (as so amended, the "Amended SWK Credit Agreement") to, among other things, provide an additional $5 million of term loans, for total aggregate borrowings of up to approximately $30.1 million, to modify the interest payable thereunder, which now varies between LIBOR plus 7.50% and LIBOR plus 10.25%, depending on the Company's consolidated EBITDA or market capitalization, and to amend the financial covenants thereunder. The maturity date of the Amended SWK Credit Agreement remains June 30, 2023. As of March 31, 2020, the outstanding principal balance of the term loans under the Amended SWK Credit Agreement is approximately $30.1 million. Beginning in March 2021, the Company is required to make principal payments of $1.25 million per quarter under the Amended SWK Credit Agreement. The Company may not prepay the loans under the SWK Credit Agreement until September 27, 2020. On and after September 27, 2020, the Company may prepay the loans subject to a prepayment fee of (a) $800,000 if such prepayment is made prior to September 27, 2021, (b) 1.00% of the amount prepaid if such prepayment is on or after September 27, 2021 and prior to September 27, 2022 and (c) $0 if such prepayment is made on or after September 27, 2022. Under the terms of the Amended SWK Credit Agreement, the Company is required to meet certain additional financial covenants requiring, among other things, (a) a minimum amount of unencumbered liquid assets that varies based on the Company's market capitalization, (b) minimum aggregate revenue of specified amounts for the nine month period ending March 31, 2020, and for the twelve month period ending on the last day of the subsequent fiscal quarters and (c) minimum EBITDA at levels that will vary based on the Company's market capitalization. The Company's obligations under the Amended SWK Credit Agreement are (i) guaranteed by Misonix OpCo, Inc., and (ii) secured by a first lien on substantially all assets of the Company, Solsys and Misonix OpCo, Inc. and a second lien position on accounts receivable and inventory of the same entities. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Minoan Medical (Pty) Ltd. ("Minoan") (formerly Applied BioSurgical) is an independent distributor for the Company in South Africa. The chief executive officer of Minoan is also the brother of Stavros G. Vizirgianakis, the Company's Chief Executive Officer. Set forth below is a table showing the Company's net revenues for the nine months ended March 31, 2020 and 2019 and accounts receivable at March 31, 2020 and 2019 with Minoan: For the nine months ended and as of March 31, 2020 2019 Sales $ 1,435,662 $ 996,631 Accounts Receivable $ 299,421 $ 286,852 |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes For the three and nine months ended March 31, 2020 and 2019, the Company recorded an income tax expense (benefit), as follows: For the three months ended For the nine months ended March 31, March 31, 2020 2019 2020 2019 Income tax expense (benefit) $ 1,201,000 $ (509,000 ) $ 2,971,000 $ (1,164,000 ) Income tax benefit - Solsys Acquisition (455,000 ) - (4,540,000 ) - Valuation allowance on deferred tax assets (1,201,000 ) 509,000 (2,971,000 ) 1,164,000 Net income tax benefit $ (455,000 ) $ - $ (4,540,000 ) $ - For the three and nine months ended March 31, 2020 and 2019, the Company recorded an income tax benefit of $455,000 and $4.5 million, and $0 and $0, respectively. For the three and nine months ended March 31, 2020 and 2019, the effective rate of 7.5% and 0%, and 34% and 0%, varied from the U.S. federal statutory rate primarily due to the recording of a full valuation allowance on the deferred tax assets, and the business combination related to the Solsys Acquisition. The acquisition of Solsys originally resulted in the recognition of deferred tax liabilities of approximately $4.1 million, with an additional $455,000 recorded during the current quarter due to purchase price accounting adjustments, both of which related primarily to intangible assets. Prior to the business combination, the Company had a full valuation allowance on its deferred tax assets. The deferred tax liabilities generated from the business combination is netted against the Company's pre-existing deferred tax assets. Consequently, this resulted in a release of a cumulative $4.5 million of the pre-existing valuation allowance against the deferred tax assets and corresponding deferred tax benefit. On March 27, 2020, President Trump signed into law the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act"). The CARES Act contains various corporate tax provisions, however, these benefits do not impact Company's current tax provision. Valuation Allowance on Deferred Tax Assets Deferred tax assets refer to assets that are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets in essence represent future savings of taxes that would otherwise be paid in cash. The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including capital gains. If it is determined that the deferred tax assets cannot be realized, a valuation allowance must be established, with a corresponding charge to net income. In accordance with ASC Topic 740, the Company establishes valuation allowances for deferred tax assets that, in its judgment are not more likely-than-not realizable. The guidance requires entities to evaluate all available positive and negative evidence, including cumulative results in recent periods, weighted based on its objectivity, in determining whether its deferred tax assets are more likely than not realizable. The Company regularly assesses its ability to realize its deferred tax assets. The Company is in a three-year cumulative loss position at June 30, 2019, and it expects to be in a cumulative pretax loss position as of June 30, 2020. Management evaluated available positive evidence, including the continued growth of the Company's revenues and gross profit margins, the completion of the development of its next generation Nexus product, along with available negative evidence, including the Company's continuing investment in building a direct sales force, payment of transaction fees for the Company's Solsys Acquisition, and the economic downturn resulting from the spread of the novel Corona virus ("COVID-19") globally. After weighing both the positive and negative evidence, management concluded that the Company's deferred tax assets are not more likely-than-not realizable. Accordingly, the Company recorded an increase in the valuation allowance for the three months ended March 31, 2020 of approximately $1.2 million against its remaining deferred tax assets at March 31, 2020. As a result of the Solsys Acquisition, the Company recorded a valuation allowance release of approximately $4.5 million. The remaining cumulative valuation allowance at March 31, 2020 is approximately $3.8 million. The Company will continue to assess its ability to utilize its net operating loss carryforwards, and will reverse this valuation allowance when sufficient evidence is achieved to allow the realizability of such deferred tax assets. As of March 31, 2020 and June 30, 2019, the Company had no unrecognized tax benefits or accrued interest and penalties. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision-maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company operates in two segments – the Surgical and the Wound segment. The Company has concluded that its Chief Executive Officer is the CODM as he is the ultimate decision maker for key operating decisions, determining the allocation of resources and assessing the financial performance of the Company. The CODM evaluates the segments using gross profit and gross profit margin. The Company does not allocate its assets by segment, and therefore does not disclose assets by segment. Segment gross profit and gross profit margin include: For the three months ended March 31, 2020 Surgical Wound Consolidated Total revenue $ 9,102,711 $ 8,799,801 $ 17,902,512 Gross profit $ 6,175,222 $ 6,415,725 $ 12,590,947 Gross profit % 67.8 % 72.9 % 70.3 % For the nine months ended March 31, 2020 Total revenue $ 28,702,566 $ 20,067,853 $ 48,770,419 Gross profit $ 19,588,322 $ 14,688,776 $ 34,277,098 Gross profit % 68.2 % 73.2 % 70.3 % For the three months ended March 31, 2019 Surgical Wound Consolidated Total revenue $ 8,267,510 $ 1,289,080 $ 9,556,590 Gross profit $ 5,783,062 $ 971,957 $ 6,755,019 Gross profit % 69.9 % 75.4 % 70.7 % For the nine months ended March 31, 2019 Total revenue $ 25,039,057 $ 4,055,151 $ 29,094,208 Gross profit $ 17,413,031 $ 3,080,983 $ 20,494,014 Gross profit % 69.5 % 76.0 % 70.4 % Worldwide revenue for the Company's product revenue is categorized as follows: For the three months ended For the nine months ended March 31 March 31 2020 2019 2020 2019 Domestic $ 14,778,416 $ 5,409,778 $ 36,582,037 $ 16,897,657 International 3,124,096 4,146,812 12,188,382 12,196,551 Total $ 17,902,512 $ 9,556,590 $ 48,770,419 $ 29,094,208 Substantially all of the Company's long-lived assets are located in the United States. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 16. Acquisitions Solsys Medical, LLC On September 27, 2019, the Company completed the Solsys Acquisition. The purchase price was approximately $108.6 million, based on the Company's issuance of 5,703,082 shares of Misonix common stock as acquisition consideration, valued at $19.05 per share. In addition, business transaction costs incurred in connection with the acquisition were $4.5 million, of which $1.8 million and were incurred in the nine months ended March 31, 2020. These fees were charged to general and administrative expenses on the Statement of Operations. In addition, approximately $1.4 million of the transaction costs were capitalized to additional paid in capital, in connection with the registration of the underlying stock issued in the transaction. The transaction was accounted for using the acquisition method of accounting in accordance with FASB ASC Topic 805. U.S. GAAP requires that one of the companies in the transactions be designated as the acquirer for accounting purposes based on the evidence available. Misonix was treated as the acquiring entity for accounting purposes. The preliminary Solsys purchase price allocation as of March 31, 2020, is shown in the following table: Cash $ 5,525,601 Accounts receivable 5,797,020 Inventory 98,911 Prepaid expenses 88,863 Indemnified asset - sales tax 250,000 Property and equipment 673,353 Lease assets 946,617 Customer relationships 9,500,000 Trade names 12,800,000 Non-competition agreements 200,000 Accounts payable and other current liabilities (4,794,878 ) Lease liabilities (855,732 ) Deferred tax liability (4,540,000 ) Notes payable (23,915,701 ) Total identifiable net assets 1,774,054 Goodwill 106,869,656 Total consideration $ 108,643,710 The fair values of the Solsys assets and liabilities are provisional and were determined based on preliminary estimates and assumptions that management believes are reasonable. Goodwill decreased by $1,963,509 and $2,217,026 during the three and nine months ended March 31, 2020, respectively, as a result of refinements relating to the purchase price valuation of Solsys. The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. These adjustments will primarily relate to certain short-term assets, intangible assets, and certain liabilities. The final determination of the fair value of certain assets and liabilities will be completed as soon as the necessary information is available, including the completion of a valuation of the tangible and intangible assets, but no later than one year from the acquisition date. The goodwill from the acquisition of Solsys, which is fully deductible for tax purposes, consists largely of synergies and economies of scale expected from combining the operations of Solsys and the Company's existing business. The estimate of fair value of the Solsys identifiable intangible assets was determined primarily using the "income approach," which requires a forecast of all of the expected future cash flows either through the use of the multi-period excess earnings method or the relief-from-royalty method. Some of the more significant assumptions inherent in the development of intangible asset values include: the amount and timing of projected future cash flows, the discount rate selected to measure the risks inherent in the future cash flows, the assessment of the intangible asset's life cycle, as well as other factors. The following table summarizes key information underlying intangible assets related to the Solsys Acquisition: March 31, June 30, Amortization 2020 2019 Period Customer relationships $ 9,500,000 $ - 15 years Trade names 12,800,000 - 15 years Non-competition agreements 200,000 - 1 year Total 22,500,000 - Less accumulated amortization (797,197 ) - - Net intangible assets $ 21,702,803 $ - Solsys' operations were consolidated with those of the Company for the period September 27, 2019 through March 31, 2020. Had the acquisition occurred as of the beginning of fiscal 2018, revenue and net loss, on a pro forma basis excluding transaction fees and the one-time tax benefit, for the combined company would have been as follows: For the nine months ended March 31, 2020 2019 Revenue $ 57,151,615 $ 47,736,646 Net loss $ (11,542,176 ) $ (13,433,741 ) Pro forma net loss for the nine months ended March 31, 2020 was adjusted to exclude $4.3 million of acquisition-related costs, exclude $4.5 million of acquisition-related income tax benefit, include $0.2 million of additional interest expense related to new and refinanced borrowings that occurred as a result of the acquisition, and to include $0.4 million of amortization expense related to the intangible assets acquired. Pro forma net loss for the nine months ended March 31, 2019 was adjusted to include $4.3 million of acquisition-related costs, include $4.5 million of acquisition-related income tax benefit, include $0.5 million of additional interest expense related to new and refinanced borrowings that occurred as a result of the acquisition, and include $1.3 million of amortization expense related to the intangible assets acquired. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events Paycheck Protection Program Loan On April 5, 2020, the Company applied for an unsecured $5.2 million loan under the Paycheck Protection Program (the "PPP Loan"). The Paycheck Protection Program (or "PPP") was established under the recently congressionally approved Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") and is administered by the U.S. Small Business Administration ("SBA"). On April 10, 2020, the PPP loan was approved and funded. Misonix entered into a promissory note with JP Morgan Chase evidencing the unsecured $5.2 million loan. In accordance with the requirements of the CARES Act, the Company intends to use proceeds from the PPP Loan primarily for payroll costs. The PPP Loan has a maturity date of April 4, 2022 and accrues interest at an annual rate of 0.98%. The promissory note evidencing the PPP Loan contains customary events of default relating to, among other things, payment defaults and provisions of the promissory note. On April 23, 2020, the SBA issued new guidance that created uncertainty regarding the qualification requirements for a PPP loan and whether a publicly traded company can meet the certification requirements. The SBA also set a deadline of May 14, 2020 for companies to return PPP loan funds without penalty for those companies which can no longer attest in good faith to the revised guidance. The Company is currently reviewing this new guidance, and further SBA clarifications expected to be published soon, to ensure compliance regarding PPP eligibility. There can be no assurance that the Company will retain the PPP loan proceeds, and if it does so, that it will apply for and receive approval for forgiveness under the PPP program. COVID-19 In March of 2020, the World Health Organization designated the novel coronavirus disease (COVID-19) as a global pandemic and the impact of COVID-19 and related actions to attempt to control its spread began to impact our consolidated operating results. Through the end of February 2020, the Company's consolidated revenue showed growth compared to the same two-month period in 2019. Principally beginning in March 2020 however, year-over-year consolidated revenue trends began to rapidly and materially weaken. The consolidated revenue of the Company is expected to be negatively and materially impacted in the fourth quarter of fiscal 2020 and in fiscal 2021, and for negative impacts to continue until economic conditions improve. |
Basis of Presentation, Organi_2
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These condensed consolidated financial statements of Misonix, Inc. ("Misonix" or the "Company") include the accounts of Misonix and its subsidiaries, each of which is 100% owned. 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, which are of a normal recurring nature, considered necessary for a fair statement of interim results. |
Organization and Business | Organization and Business Misonix designs, manufactures and markets minimally invasive surgical ultrasonic medical devices and markets, sells and distributes TheraSkin® (“TheraSkin”), a biologically active human skin allograft used to support healing of wounds which complements 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 the areas of spinal surgery, neurosurgery and wound care. Misonix is currently developing proprietary procedural solutions around its Nexus generator (“Nexus”), which received U.S. Food and Drug Administration (“FDA”) 510(k) marketing clearance in June 2019 and its CE mark clearance in July 2019 for sale in Europe, and which combines the capabilities of the Company’s three legacy ultrasonic products, namely BoneScalpel® Surgical System (“BoneScalpel”), SonaStar® Surgical Aspirator (“SonaStar”) and SonicOne® Wound Cleansing and Debridement System (“SonicOne”), into a single system that can be used to perform soft and hard tissue resections. The Nexus platform is driven by Misonix’s proprietary ultrasonic digital algorithm and additionally integrates the delivery of radio frequency energy for use in general surgical procedures. In addition, through its acquisition of Solsys Medical, LLC (“Solsys”) in September 2019, Misonix completed its first procedural expansion of its ultrasonic surgical technology in September 2019, adding the TheraSkin product, a leading cellular skin substitute indicated for all wounds, to its product portfolio. BoneScalpel is a state of the art, ultrasonic bone cutting and sculpting system capable of making precise cuts with minimal necrosis, minimal burn artifact, minimal inflammation and minimal bone loss. The device is also capable of preserving surrounding soft tissue structures because of its unique ability to differentiate soft tissue from rigid bone. This device can make precise linear or curved cuts, on any plane, with precision not normally associated with powered instrumentation. The Company believes that BoneScalpel offers the speed and convenience of a powered instrument without the dangers associated with conventional rotary devices. The effect on surrounding soft tissue is minimal due to the elastic and flexible structure of healthy tissue. This is a significant advantage in anatomical regions like the spine where patient safety is of primary concern. In addition, the linear motion of the blunt, tissue-impacting tips avoids accidental ‘trapping’ of soft tissue while largely eliminating the high-speed spinning and tearing associated with rotary power instruments. BoneScalpel allows surgeons to improve on existing surgical techniques by creating new approaches to bone cutting and sculpting and removal, leading to substantial time savings and increased operation efficiencies. BoneScalpel is now recognized by many surgeons globally as a critical surgical tool enabling improved patient outcomes in the spinal arena. SonicOne is an innovative, tissue specific approach for the effective removal of devitalized or necrotic tissue and fibrin deposits while sparing viable, surrounding cellular structures. The tissue specific capability is, in part, due to the fact that healthy and viable tissue structures have a higher elasticity and flexibility than necrotic tissue and are more resistant to destruction from the impact effects of ultrasound. The ultrasonic debridement process separates devitalized tissue from viable tissue layers, allowing for a more defined treatment and, usually, a reduced pain sensation. The Company believes SonicOne establishes a new standard in wound and burn bed preparation, the essential first step in the healing process, while contributing to a faster patient healing. SonaStar is used to emulsify and remove soft and hard tumors. Specifically, SonaStar provides powerful precise aspiration following the ultrasonic ablation of hard or soft tissue. SonaStar has been used for a wide variety of surgical procedures applying both open and minimally invasive approaches, including neurosurgery and general surgery. Nexus is a next-generation integrated ultrasonic surgical platform that combines all the features of BoneScalpel, SonicOne and SonaStar into a single fully integrated platform that will also serve to power future solutions. The Nexus platform is driven by a new proprietary digital algorithm that results in more power, efficiency and control. Nexus uniquely integrates radio frequency capabilities, allowing for use in general surgery procedures. Nexus’ increased power improves tissue resection rates for both soft and hard tissue removal making it a unique surgical platform for a variety of different surgical specialties. In addition, Nexus’ easy setup and use enables physicians to fully leverage Nexus’ impressive set of capabilities via its digital touchscreen display and smart system technology. Because BoneScalpel, SonaStar and SonicOne all work on the Nexus generator, hospitals have access to all of the Company’s product offerings on the all in one Nexus platform. Nexus received FDA 510(k) clearance in June 2019 and received its CE mark clearance in July 2019 for sale in Europe. In the United States, the Company 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 Company’s sales force operates as two groups, Surgical (neurosurgery and spinal surgery applications) and Wound Care. The Company operates with two business segments. |
Risks and Uncertainties | Risks and Uncertainties The Company’s business is subject to material risks and uncertainties as a result of the corona virus (“COVID-19”) pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the response to the pandemic is rapidly evolving. The Company’s customers are diverting resources to treat COVID-19 patients and deferring elective surgical procedures, both of which have and are likely to continue to impact demand for our products. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Such economic disruption could have a material adverse effect on our business as hospitals and surgery centers curtail and reduce capital and overall spending. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions and the Company’s ability to benefit from them remains uncertain. The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, all of which are uncertain and cannot be predicted. The Company’s future results of operations and liquidity could be materially and adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its customers. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations is uncertain. |
Acquisition of Solsys Medical, LLC | 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 United States, through an agreement with LifeNet Health ("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 Health. As a result of the Solsys Acquisition, the Company became the parent public-reporting company of the combined entity; Misonix, Inc., a New York corporation, now known as Misonix Opco, Inc., and Solsys became direct, wholly owned subsidiaries of the Company. The acquisition of Solsys is expected to broaden the Company's addressable market through wound care solutions that are complementary to its existing products. After the completion of the Solsys Acquisition, the Company's shareholders immediately prior to the closing owned 64% of the combined entity, and Solsys unitholders immediately prior to the closing owned 36%. The Company issued 5,703,082 shares in connection with this transaction. Transaction fees were approximately $4.5 million, of which $1.4 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 Company's common stock was created with a par value per share of $.0001, whereas the par value of Misonix Opco, Inc. was $.01. Accordingly, the Company recorded a reclassification of $151,964 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 | High Intensity Focused Ultrasound Technology In May 2010, the Company sold its rights to its former the high intensity focused ultrasound technology to SonaCare Medical, LLC ("SonaCare"). 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 March 31, 2020 were approximately $2.5 million. Currently, SonaCare is in default of its royalty payment due March 31, 2019 and 2020. 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 these payments due. |
Equity Offering | Equity Offering On January 27, 2020, the Company completed an underwritten public offering of 1,868,750 shares of its common stock at a price to the public of $18.50 per share. The gross proceeds of the offering were $34.6 million. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include investment in sales and marketing initiatives and funding growth opportunities such as collaborations and acquisitions of complementary products or technologies. |
Major Customers and Concentration of Credit Risk | Major Customers and Concentration of Credit Risk For the nine months ended March 31, 2020 and 2019, the Company did not have any customers exceeding 10% of total revenue. At March 31, 2020 and June 30, 2019, the Company's accounts receivable with customers outside the United States were approximately $5.0 million and $2.2 million, respectively, $3.0 million of which is over 90 days at March 31, 2020. In the event one or more of our major customers is adversely affected by COVID-19 or otherwise the current market environment, that may impact our business with them. We may face an increased risk of our customers' inability to make payments or remain solvent. |
Earnings Per Share | 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 earnings per share calculation: For the three months ended For the nine months ended March 31, March 31, 2020 2019 2020 2019 Basic weighted average shares outstanding 16,619,981 9,390,665 13,841,032 9,245,879 Dilutive effect of restricted stock awards (participating securities) - - - - Denominator for basic earnings per share 16,619,981 9,390,665 13,841,032 9,245,879 Dilutive effect of stock options - - - - Diluted weighted average shares outstanding 16,619,981 9,390,665 13,841,032 9,245,879 Diluted EPS for the three months and nine months ended March 31, 2020 and 2019 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 unvested restricted stock and stock options of 398,920 and 484,966 shares of common stock for the three months ended March 31, 2020 and 2019, respectively, and the dilutive effect of unvested restricted stock and stock options of 562,388 and 491,212 shares of common stock for the nine months ended March 31, 2020 and 2019, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 small business filers for fiscal years beginning after December 15, 2022. Management is currently assessing the impact that 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 | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 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 long-term leases. Leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition and classification 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 recognizes a cumulative effect adjustment to the opening balance of accumulated deficit 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 of 10.5% 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 | 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, valuation of assets acquired and liabilities assumed in business combinations, asset impairment evaluations, establishing deferred tax assets and related valuation allowances, and stock-based compensation accounting. Actual results could differ from those estimates. |
Basis of Presentation, Organi_3
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of weighted average shares outstanding and diluted weighted average shares outstanding | For the three months ended For the nine months ended March 31, March 31, 2020 2019 2020 2019 Basic weighted average shares outstanding 16,619,981 9,390,665 13,841,032 9,245,879 Dilutive effect of restricted stock awards (participating securities) - - - - Denominator for basic earnings per share 16,619,981 9,390,665 13,841,032 9,245,879 Dilutive effect of stock options - - - - Diluted weighted average shares outstanding 16,619,981 9,390,665 13,841,032 9,245,879 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Shedule of table disaggregates | For the three months ended For the nine months ended March 31, March 31, 2020 2019 2020 2019 Total Surgical $ 9,102,711 $ 8,267,510 $ 28,702,566 $ 25,039,057 Wound 8,799,801 1,289,080 20,067,853 4,055,151 Total $ 17,902,512 $ 9,556,590 $ 48,770,419 $ 29,094,208 Domestic: Surgical $ 6,052,548 $ 4,278,936 $ 16,819,950 $ 13,232,131 Wound 8,725,868 1,130,842 19,762,087 3,665,526 Total $ 14,778,416 $ 5,409,778 $ 36,582,037 $ 16,897,657 International: Surgical $ 3,050,163 $ 3,988,574 $ 11,882,616 $ 11,806,926 Wound 73,933 158,238 305,766 389,625 Total $ 3,124,096 $ 4,146,812 $ 12,188,382 $ 12,196,551 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | March 31, June 30, 2020 2019 Raw material $ 6,830,184 $ 4,830,207 Work-in-process 598,178 224,252 Finished goods 5,932,638 2,743,361 13,361,000 7,797,820 Less valuation reserve (444,258 ) (444,258 ) $ 12,916,742 $ 7,353,562 |
Patents (Tables)
Patents (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of estimated future patent amortization expenses | 2020 $ 33,176 2021 126,513 2022 84,494 2023 83,363 2024 75,452 Thereafter 383,099 $ 786,097 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets acquired | March 31, June 30, Amortization 2020 2019 Period Customer relationships $ 9,500,000 $ - 15 years Trade names 12,800,000 - 15 years Non-competition agreements 200,000 - 1 year Total 22,500,000 - Less accumulated amortization (797,197 ) - - Net intangible assets $ 21,702,803 $ - |
Schedule of estimated future intangible asset amortization expense | 2020 $ 422,462 2021 1,539,848 2022 1,489,848 2023 1,489,848 2024 1,489,848 Thereafter 15,270,949 $ 21,702,803 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | March 31, June 30, 2020 2019 Accrued payroll, payroll taxes and vacation $ 1,777,765 $ 488,339 Accrued bonus 647,001 622,115 Accrued commissions 1,352,857 662,007 Professional fees 120,104 181,313 Vendor, tax and other accruals 2,841,890 534,740 $ 6,739,617 $ 2,488,514 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Schedule of weighted average fair value at date of grant for options | For the nine months ended March 31, 2020 2019 Risk-free interest rates 1.67 % 2.80 % Expected option life in years 6.25 6.25 Expected stock price volatility 54.69 % 56.01 % Expected dividend yield 0 % 0 % |
Schedule of option activity | Options Weighted Average Aggregate Outstanding Exercise Intrinsic Shares Price Value Outstanding as of June 30, 2019 1,163,856 $ 10.28 $ 17,617,231 Granted 185,500 21.41 Exercised (143,125 ) 8.28 Forfeited (47,500 ) 13.99 Expired - - Outstanding as of March 31, 2020 1,158,731 $ 12.16 $ 1,002,250 Vested and exercisable at March 31, 2020 686,854 $ 9.19 $ 947,053 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of right-of-use assets and related lease liabilities | Nine months ended March 31, Cash paid for operating lease liabilities $ 355,381 Right of use assets obtained in exchange for new operating lease obligations $ 1,378,409 As of Weighted-average remaining lease term 4.0 years |
Schedule of future minimum lease payments | 2020 $ 151,932 2021 348,252 2022 247,359 2023 254,199 2024 254,794 Thereafter 109,493 1,366,029 Less imputed interest (257,744 ) Total lease liabilities $ 1,108,285 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Notes Payable, Noncurrent [Abstract] | |
Schedule of note payable | March 31, June 30, 2020 2019 Revolving credit facility $ 10,000,000 $ - Term loans 30,095,761 - 40,095,761 Less current portion of notes payable (1,250,000 ) Notes payable $ 38,845,761 $ - |
Scheduled maturities of the notes payable | 2020 $ - 2021 2,500,000 2022 5,000,000 2023 32,595,761 2024 - $ 40,095,761 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of net sales and accounts receivables | For the nine months ended and as of March 31, 2020 2019 Sales $ 1,435,662 $ 996,631 Accounts Receivable $ 299,421 $ 286,852 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of significant components of the income tax expense benefit | For the three months ended For the nine months ended March 31, March 31, 2020 2019 2020 2019 Income tax expense (benefit) $ 1,201,000 $ (509,000 ) $ 2,971,000 $ (1,164,000 ) Income tax benefit - Solsys Acquisition (455,000 ) - (4,540,000 ) - Valuation allowance on deferred tax assets (1,201,000 ) 509,000 (2,971,000 ) 1,164,000 Net income tax benefit $ (455,000 ) $ - $ (4,540,000 ) $ - |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of segment gross profit and gross profit margin include | For the three months ended March 31, 2020 Surgical Wound Consolidated Total revenue $ 9,102,711 $ 8,799,801 $ 17,902,512 Gross profit $ 6,175,222 $ 6,415,725 $ 12,590,947 Gross profit % 67.8 % 72.9 % 70.3 % For the nine months ended March 31, 2020 Total revenue $ 28,702,566 $ 20,067,853 $ 48,770,419 Gross profit $ 19,588,322 $ 14,688,776 $ 34,277,098 Gross profit % 68.2 % 73.2 % 70.3 % For the three months ended March 31, 2019 Surgical Wound Consolidated Total revenue $ 8,267,510 $ 1,289,080 $ 9,556,590 Gross profit $ 5,783,062 $ 971,957 $ 6,755,019 Gross profit % 69.9 % 75.4 % 70.7 % For the nine months ended March 31, 2019 Total revenue $ 25,039,057 $ 4,055,151 $ 29,094,208 Gross profit $ 17,413,031 $ 3,080,983 $ 20,494,014 Gross profit % 69.5 % 76.0 % 70.4 % |
Schedule of revenue | For the three months ended For the nine months ended March 31 March 31 2020 2019 2020 2019 Domestic $ 14,778,416 $ 5,409,778 $ 36,582,037 $ 16,897,657 International 3,124,096 4,146,812 12,188,382 12,196,551 Total $ 17,902,512 $ 9,556,590 $ 48,770,419 $ 29,094,208 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of preliminary Solsys purchase price allocation | Cash $ 5,525,601 Accounts receivable 5,797,020 Inventory 98,911 Prepaid expenses 88,863 Indemnified asset - sales tax 250,000 Property and equipment 673,353 Lease assets 946,617 Customer relationships 9,500,000 Trade names 12,800,000 Non-competition agreements 200,000 Accounts payable and other current liabilities (4,794,878 ) Lease liabilities (855,732 ) Deferred tax liability (4,540,000 ) Notes payable (23,915,701 ) Total identifiable net assets 1,774,054 Goodwill 106,869,656 Total consideration $ 108,643,710 |
Schedule of intangible assets | March 31, June 30, Amortization 2020 2019 Period Customer relationships $ 9,500,000 $ - 15 years Trade names 12,800,000 - 15 years Non-competition agreements 200,000 - 1 year Total 22,500,000 - Less accumulated amortization (797,197 ) - - Net intangible assets $ 21,702,803 $ - |
Schedule of revenue and net loss, on a pro forma basis | For the nine months ended March 31, 2020 2019 Revenue $ 57,151,615 $ 47,736,646 Net loss $ (11,542,176 ) $ (13,433,741 ) |
Basis of Presentation, Organi_4
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Accounting Policies [Abstract] | ||||
Basic weighted average shares outstanding | 16,619,981 | 9,390,665 | 13,841,032 | 9,245,879 |
Dilutive effect of restricted stock awards (participating securities) | ||||
Denominator for basic earnings per share | 16,619,981 | 9,390,665 | 13,841,032 | 9,245,879 |
Dilutive effect of stock options | ||||
Diluted weighted average shares outstanding | 16,619,981 | 9,390,665 | 13,841,032 | 9,245,879 |
Basis of Presentation, Organi_5
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies (Details Narrative) | Sep. 27, 2019USD ($)shares | Jan. 27, 2020USD ($)$ / sharesshares | May 31, 2010USD ($) | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019shares | Mar. 31, 2020USD ($)Number$ / sharesshares | Mar. 31, 2019USD ($)shares | Jul. 02, 2019USD ($) | Jun. 30, 2019USD ($)$ / shares |
Ownership percentage | 100.00% | 100.00% | |||||||
Number of business segment | Number | 2 | ||||||||
Total Revenue percentage | 10.00% | 10.00% | |||||||
Percentage of Ownership before Transaction | 64.00% | ||||||||
Stock transaction value | $ 108,600,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ .0001 | $ .0001 | $ 0.01 | ||||||
Reclassification amount of common stock and additional paid in capital | $ 151,964 | ||||||||
Cumulative payments | $ 2,500,000 | $ 2,500,000 | |||||||
Operating lease liability | $ 436,000 | ||||||||
Gross proceeds of offering | $ 34,600,000 | ||||||||
Incremental borrowing rate | 10.50% | ||||||||
International [Member] | |||||||||
Accounts receivable | 5,000,000 | 5,000,000 | $ 2,200,000 | ||||||
International [Member] | Over 90 Days [Member] | |||||||||
Accounts receivable | $ 3,000,000 | $ 3,000,000 | |||||||
Underwritten Public Offering [Member] | |||||||||
Number of shares issued | shares | 1,868,750 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 18.50 | ||||||||
Misonix Opco, Inc. [Member] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ .01 | $ .01 | |||||||
New Misonix, Inc. [Member] | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ .0001 | $ .0001 | |||||||
Stock Options [Member] | |||||||||
Excluded from the calculation of Diluted EPS (in shares) | shares | 398,920 | 484,966 | 562,388 | 491,212 | |||||
Solsys Medical, LLC [Member] | |||||||||
Percentage of Ownership before Transaction | 36.00% | ||||||||
Stock transaction value | $ 109,000,000 | ||||||||
Number of shares issued | shares | 5,703,082 | ||||||||
Transaction fees | $ 4,500,000 | ||||||||
Additional paid in capital | $ 1,400,000 | ||||||||
SonaCare Medical, LLC ("SonaCare") [Member] | |||||||||
Earn-out percentage | 7.00% | ||||||||
Gross revenues percentage | 5.00% | ||||||||
Proceeds from sale of intangible assets | $ 5,800,000 | ||||||||
Gross revenue from sale of assets | 5,800,000 | ||||||||
Annual Royalty | 250,000 | ||||||||
Accounts receivable | $ 3,000,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Total | $ 17,902,512 | $ 9,556,590 | $ 48,770,419 | $ 29,094,208 |
Surgical [Member] | ||||
Total | 9,102,711 | 8,267,510 | 28,702,566 | 25,039,057 |
Wound [Member] | ||||
Total | 8,799,801 | 1,289,080 | 20,067,853 | 4,055,151 |
International [Member] | ||||
Total | 3,124,096 | 4,146,812 | 12,188,382 | 12,196,551 |
International [Member] | Surgical [Member] | ||||
Total | 3,050,163 | 3,988,574 | 11,882,616 | 11,806,926 |
International [Member] | Wound [Member] | ||||
Total | 73,933 | 158,238 | 305,766 | 389,625 |
Domestic [Member] | ||||
Total | 14,778,416 | 5,409,778 | 36,582,037 | 16,897,657 |
Domestic [Member] | Surgical [Member] | ||||
Total | 6,052,548 | 4,278,936 | 16,819,950 | 13,232,131 |
Domestic [Member] | Wound [Member] | ||||
Total | $ 8,725,868 | $ 1,130,842 | $ 19,762,087 | $ 3,665,526 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | Jul. 02, 2018 | Mar. 31, 2020 | Mar. 31, 2019 |
Cumulative prior period adjustment | $ 960,000 | ||
Contract assets | $ 960,000 | ||
License and Exclusive Manufacturing Agreement [Member] | |||
Cumulative prior period adjustment | $ 960,000 | ||
Contract assets | $ 960,000 |
Inventories (Details)
Inventories (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 6,830,184 | $ 4,830,207 |
Work-in-process | 598,178 | 224,252 |
Finished goods | 5,932,638 | 2,743,361 |
Inventories, gross | 13,361,000 | 7,797,820 |
Less valuation reserve | (444,258) | (444,258) |
Inventories, net | $ 12,916,742 | $ 7,353,562 |
Property, Plant and Equipment (
Property, Plant and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Depreciation and amortization | $ 1,600,000 | $ 1,100,000 |
Inventory [Member] | Customer [Member] | ||
Estimated useful life | 5 years | |
Inventory [Member] | Maximum [Member] | ||
Estimated useful life | 5 years | |
Inventory [Member] | Minimum [Member] | ||
Estimated useful life | 3 years |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Mar. 31, 2020 | |
Goodwill, Impaired [Abstract] | ||
Goodwill decreased | $ 1,963,509 | $ 2,217,026 |
Patents (Details)
Patents (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 786,097 | $ 779,100 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2020 | 33,176 | |
2021 | 126,513 | |
2022 | 84,494 | |
2023 | 83,363 | |
2024 | 75,452 | |
Thereafter | 383,099 | |
Total | $ 786,097 | $ 779,100 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2019 | |
Patents totaled | $ 786,097 | $ 779,100 | |
Patents [Member] | |||
Intangible assets estimated useful lives | 17 years | ||
Patents totaled | $ 786,097 | $ 779,100 | |
Amortization expense | $ 97,697 | $ 106,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Total | $ 22,500,000 | |
Less accumulated amortization | (797,197) | |
Net intangible assets | 21,702,803 | |
Customer Relationships [Member] | Solsys Medical, LLC [Member] | ||
Total | $ 9,500,000 | |
Amortization period | 15 years | |
Trade Names [Member] | Solsys Medical, LLC [Member] | ||
Total | $ 12,800,000 | |
Amortization period | 15 years | |
Noncompete Agreements [Member] | Solsys Medical, LLC [Member] | ||
Total | $ 200,000 | |
Amortization period | 1 year |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Total | $ 21,702,803 | |
Intangible Asset [Member] | ||
2020 | 422,462 | |
2021 | 1,539,848 | |
2022 | 1,489,848 | |
2023 | 1,489,848 | |
2024 | 1,489,848 | |
Thereafter | 15,270,949 | |
Total | $ 21,702,803 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Payables and Accruals [Abstract] | ||
Accrued payroll, payroll taxes and vacation | $ 1,777,765 | $ 488,339 |
Accrued bonus | 647,001 | 622,115 |
Accrued commissions | 1,352,857 | 662,007 |
Professional fees | 120,104 | 181,313 |
Vendor, tax and other accruals | 2,841,890 | 534,740 |
Accrued expenses and other current liabilities | $ 6,739,617 | $ 2,488,514 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans (Details ) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Risk-free interest rates | 1.67% | 2.80% |
Expected option life in years | 6 years 2 months 30 days | 6 years 2 months 30 days |
Expected stock price volatility | 54.69% | 56.01% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans (Details 1) | 9 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Outstanding Shares [Roll Forward] | |
Outstanding at beginning | shares | 1,163,856 |
Granted | shares | 185,500 |
Exercised | shares | (143,125) |
Forfeited | shares | (47,500) |
Expired | shares | |
Outstanding at ending | shares | 1,158,731 |
Vested and exercisable at ending | shares | 686,854 |
Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning | $ / shares | $ 10.28 |
Granted | $ / shares | 21.41 |
Exercised | $ / shares | 8.28 |
Forfeited | $ / shares | 13.99 |
Expired | $ / shares | |
Outstanding at ending | $ / shares | 12.16 |
Vested and exercisable at ending | $ / shares | $ 9.19 |
Aggregate Intrinsic Value [Roll Forward] | |
Outstanding at beginning | $ | $ 17,617,231 |
Outstanding at ending | $ | 1,002,250 |
Vested and exercisable at ending | $ | $ 947,053 |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans (Details Narrative) - USD ($) | Dec. 15, 2016 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Compensation cost | $ 1,231,939 | $ 1,889,175 | |||
Unrecognized compensation cost | $ 3,500,000 | $ 3,500,000 | |||
Unrecognized compensation weighted-average period | 2 years 10 months 25 days | ||||
Non-vested share-based compensation weighted-average period | 1 year 7 months 6 days | ||||
Number of shares granted | 185,500 | 255,000 | |||
Fair value of shares vested | $ 1,076,997 | ||||
Number of non-vested stock options | 471,877 | ||||
Weighted-average grant-date fair value of non-vested stock options (in dollars per share) | $ 8.94 | ||||
Number of shares vested | 213,400 | 213,400 | |||
Expected term | 6 years 2 months 30 days | 6 years 2 months 30 days | |||
Expected volatility rate | 54.69% | 56.01% | |||
Restricted Stock [Member] | |||||
Unrecognized compensation cost | $ 764,079 | $ 764,079 | |||
Stock price | $ 9.60 | $ 9.60 | |||
Risk free interest rate, minimum | 1.60% | ||||
Risk free interest rate, maximum | 2.10% | ||||
Expected volatility rate | 66.50% | ||||
Restricted Stock [Member] | Minimum [Member] | |||||
Expected term | 3 years | ||||
Restricted Stock [Member] | Maximum [Member] | |||||
Expected term | 5 years | ||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||
Compensation cost | $ 122,286 | $ 121,114 | $ 369,664 | $ 992,445 | |
Option vesting period | 5 years | ||||
Fair value of shares vested | $ 3,600,000 | ||||
Number of stock issued | 400,000 | ||||
Stock Options [Member] | |||||
Compensation cost | $ 359,917 | $ 263,474 | $ 862,275 | $ 896,730 | |
Option expiration period | 10 years | ||||
Option vesting period | 4 years | ||||
Fair value of shares vested | $ 173,249 | ||||
Weighted-average grant-date fair value of vested stock options | $ 6.22 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 9 Months Ended |
Mar. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Cash paid for operating lease liabilities | $ 355,381 |
Right of use assets obtained in exchange for new operating lease obligations | $ 1,378,409 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) | Mar. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining lease term | 4 years |
Weighted-average discount rate | 10.50% |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Mar. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 151,932 |
2021 | 348,252 |
2022 | 247,359 |
2023 | 254,199 |
2024 | 254,794 |
Thereafter | 109,493 |
Total | 1,366,029 |
Less imputed interest | (257,744) |
Total lease liabilities | $ 1,108,285 |
Commitments and Contingencies_5
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Jul. 02, 2019 | |
Commitments and Contingencies (Textual) | ||
Right-of-use assets | $ 1,100,000 | $ 500,000 |
Operating leases liabilities | $ 1,100,000 | $ 500,000 |
Description of method used | Straight-line. | |
Lease description | Short-term operating leases with an initial term of twelve months or less. | |
Operating lease cost | $ 354,810 | |
Borrowing rate, percent | 10.50% | |
Maximum [Member] | Real Estate and Office [Member] | ||
Commitments and Contingencies (Textual) | ||
Operating lease term | 6 years | |
Minimum [Member] | Real Estate and Office [Member] | ||
Commitments and Contingencies (Textual) | ||
Operating lease term | 1 year |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Total | $ 40,095,761 | |
Less current portion of notes payable | (1,250,000) | |
Notes payable | 38,845,761 | |
Revolving Credit Facility [Member] | ||
Total | 10,000,000 | |
Term loans [Member] | ||
Total | $ 30,095,761 |
Financing Arrangements (Detai_2
Financing Arrangements (Details 1) - USD ($) | Mar. 31, 2020 | Jun. 30, 2019 |
Notes Payable, Noncurrent [Abstract] | ||
2020 | ||
2021 | 2,500,000 | |
2022 | 5,000,000 | |
2023 | 32,595,761 | |
2024 | ||
Total | $ 40,095,761 |
Financing Arrangements (Detai_3
Financing Arrangements (Details Narrative) - USD ($) | Apr. 10, 2020 | Sep. 27, 2019 | Dec. 23, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 01, 2021 | Dec. 26, 2019 | Jun. 30, 2019 | Jan. 22, 2019 |
Financing Arrangements (Textual) | |||||||||||
Minimum annual revenue | $ 17,902,512 | $ 9,556,590 | $ 48,770,419 | $ 29,094,208 | |||||||
Note payable | 40,095,761 | 40,095,761 | |||||||||
Subsequent Event [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Maturity date | Apr. 4, 2022 | ||||||||||
SWK Credit Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Line of credit | $ 25,100,000 | ||||||||||
Additional line of credit | $ 5,000,000 | ||||||||||
Maturity date | Jun. 30, 2023 | ||||||||||
Prepayment description | (a) $800,000 if such prepayment is made prior to September 27, 2021, (b) 1.00% of the amount prepaid if such prepayment is on or after September 27, 2021 and prior to September 27, 2022 and (c) $0 if such prepayment is made on or after September 27, 2022. | ||||||||||
Note payable | $ 20,200,000 | ||||||||||
SWK Credit Agreement [Member] | Convertible Notes Payable [Member] | Forecast [Member] | Subsequent Event [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Principal payments | $ 1,250,000 | ||||||||||
SWK Credit Agreement [Member] | LIBOR [Member] | Convertible Notes Payable [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Prime rate | 7.00% | ||||||||||
Libor plus rate | 10.25% | ||||||||||
Amended SWK Credit Agreement [Member] | Convertible Notes Payable [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
New credit description | The parties amended the SWK Credit Agreement (as so amended, the "Amended SWK Credit Agreement") to, among other things, provide an additional $5 million of term loans, for total aggregate borrowings of up to approximately $30.1 million, to modify the interest payable thereunder, which now varies between LIBOR plus 7.50% and LIBOR plus 10.25%, depending on the Company's consolidated EBITDA or market capitalization, and to amend the financial covenants thereunder. The maturity date of the Amended SWK Credit Agreement remains June 30, 2023. | ||||||||||
Outstanding principal | 30,100,000 | 30,100,000 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Note payable | 10,000,000 | $ 10,000,000 | |||||||||
Revolving Credit Facility [Member] | New Credit Facility [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Prime rate | 5.25% | ||||||||||
New credit description | (1) the New Credit Facility is replaced with another new credit facility from Silicon Valley Bank or (2) Silicon Valley Bank sells, transfers, assigns or negotiates its obligations, rights and benefits under the New Loan and Security Agreement and related loan documentation to another person or entity that is not an affiliate of Silicon Valley Bank and the Company terminates the New Loan and Security Agreement or the New Credit Facility within sixty days thereof (unless the Company consented to that sale, transfer, assignment or negotiation). | ||||||||||
Maturity date | Dec. 26, 2022 | ||||||||||
Anniversary fee | $ 100,000 | ||||||||||
Termination fee | 1.00% | ||||||||||
Outstanding principal | 10,000,000 | $ 10,000,000 | |||||||||
Revolving Credit Facility [Member] | Solsys Medical, LLC [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Principal payments | $ 20,000,000 | ||||||||||
Amount repay to borrowings outstanding | $ 3,750,000 | ||||||||||
Revolving Credit Facility [Member] | Solsys Medical, LLC [Member] | Security Agreement [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Principal payments | $ 5,000,000 | ||||||||||
Revolving Credit Facility [Member] | Solsys Medical, LLC [Member] | Credit Loan Agreement [Member] | |||||||||||
Financing Arrangements (Textual) | |||||||||||
Line of credit | $ 5,000,000 | $ 5,000,000 | |||||||||
New credit description | The line of credit had an original maturity date of January 22, 2021. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Sales | $ 1,435,662 | $ 996,631 |
Accounts Receivable | $ 299,421 | $ 286,852 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 1,201,000 | $ (509,000) | $ 2,971,000 | $ (1,164,000) |
Income tax benefit - Solsys Acquisition | (455,000) | (4,540,000) | ||
Valuation allowance on deferred tax assets | (1,201,000) | 509,000 | (2,971,000) | 1,164,000 |
Net income tax benefit | $ (455,000) | $ (4,540,000) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Income Taxes (Textual) | ||||
U.S. federal statutory effective rate | 7.50% | 34.00% | 0.00% | 0.00% |
Income tax benefit | $ 455,000 | $ 4,500,000 | $ 0 | $ 0 |
Deferred tax liabilities | 4,100,000 | 4,100,000 | ||
Valuation allowance on deferred tax assets | 4,500,000 | |||
Valuation allowance | 4,500,000 | 4,500,000 | ||
Additional deferred tax liabilities | 455,000 | 455,000 | ||
Solsys Acquisition [Member] | ||||
Income Taxes (Textual) | ||||
Valuation allowance on deferred tax assets | $ 1,200,000 | $ 3,800,000 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Total revenue | $ 17,902,512 | $ 9,556,590 | $ 48,770,419 | $ 29,094,208 |
Gross profit | $ 12,590,947 | $ 6,755,019 | $ 34,277,098 | $ 20,494,014 |
Gross profit % | 70.30% | 70.70% | 70.30% | 70.40% |
Surgical [Member] | ||||
Total revenue | $ 9,102,711 | $ 8,267,510 | $ 28,702,566 | $ 25,039,057 |
Gross profit | $ 6,175,222 | $ 5,783,062 | $ 19,588,322 | $ 17,413,031 |
Gross profit % | 67.80% | 69.90% | 68.20% | 69.50% |
Wound [Member] | ||||
Total revenue | $ 8,799,801 | $ 1,289,080 | $ 20,067,853 | $ 4,055,151 |
Gross profit | $ 6,415,725 | $ 971,957 | $ 14,688,776 | $ 3,080,983 |
Gross profit % | 72.90% | 75.40% | 73.20% | 76.00% |
Segment Reporting (Details 1)
Segment Reporting (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | |
Total | $ 17,902,512 | $ 9,556,590 | $ 48,770,419 | $ 29,094,208 |
Domestic [Member] | Product [Member] | ||||
Total | 14,778,416 | 5,409,778 | 36,582,037 | 16,897,657 |
International [Member] | Product [Member] | ||||
Total | $ 3,124,096 | $ 4,146,812 | $ 12,188,382 | $ 12,196,551 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 9 Months Ended |
Mar. 31, 2020Number | |
Segment Reporting [Abstract] | |
Number of segments | 2 |
Acquisitions (Details)
Acquisitions (Details) | Mar. 31, 2020USD ($) |
Business Combinations [Abstract] | |
Cash | $ 5,525,601 |
Accounts receivable | 5,797,020 |
Inventory | 98,911 |
Prepaid expenses | 88,863 |
Indemnified asset - sales tax | 250,000 |
Property and equipment | 673,353 |
Lease assets | 946,617 |
Customer relationships | 9,500,000 |
Trade names | 12,800,000 |
Non-competition agreements | 200,000 |
Accounts payable and other current liabilities | (4,794,878) |
Lease liabilities | (855,732) |
Deferred tax liability | (4,540,000) |
Notes payable | (23,915,701) |
Total identifiable net assets | 1,774,054 |
Goodwill | 106,869,656 |
Total consideration | $ 108,643,710 |
Acquisitions (Details 1)
Acquisitions (Details 1) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Jun. 30, 2019 | |
Total | $ 22,500,000 | |
Less accumulated amortization | (797,197) | |
Net intangible assets | 21,702,803 | |
Customer Relationships [Member] | Solsys Medical, LLC [Member] | ||
Total | $ 9,500,000 | |
Amortization period | 15 years | |
Trade Names [Member] | Solsys Medical, LLC [Member] | ||
Total | $ 12,800,000 | |
Amortization period | 15 years | |
Non-competition agreements [Member] | Solsys Medical, LLC [Member] | ||
Total | $ 200,000 | |
Amortization period | 1 year |
Acquisitions (Details 2)
Acquisitions (Details 2) - USD ($) | 9 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | ||
Revenue | $ 57,151,615 | $ 47,736,646 |
Net loss | $ (11,542,176) | $ (13,433,741) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Sep. 27, 2019 | |
Acquisitions (Textual) | ||||
Common stock share | 5,703,082 | |||
Value of common stock | $ 108,600,000 | |||
Per share value | $ 19.05 | |||
Business transaction costs with acquisition | $ 1,800,000 | $ 1,800,000 | ||
Additional paid in capital | $ 1,400,000 | |||
Acquisition amount | 4,300,000 | $ 4,300,000 | ||
Goodwill decreased | 1,963,509 | 2,217,026 | ||
Acquisition related income tax benefit | 4,500,000 | 4,500,000 | 4,500,000 | |
Acquisition additional interest expense | 300,000 | 500,000 | ||
Intangible assets acquired | $ 400,000 | 400,000 | $ 1,300,000 | |
Solsys Medical, LLC [Member] | ||||
Acquisitions (Textual) | ||||
Acquisition amount | $ 4,500,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Apr. 10, 2020 | Apr. 05, 2020 |
Subsequent Events (Textual) | ||
Unsecured loan | $ 5,200,000 | $ 5,200,000 |
Accrued interest, percent | 0.98% | |
Maturity date | Apr. 4, 2022 |