Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2020 | Oct. 28, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | MISONIX INC | |
Entity Central Index Key | 0000880432 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,377,748 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 34,942,484 | $ 37,978,809 |
Accounts receivable, less allowance for doubtful accounts of $4,204,537 and $2,573,968, respectively | 11,727,089 | 11,064,768 |
Inventories, net | 13,794,719 | 14,010,684 |
Prepaid expenses and other current assets | 1,291,281 | 1,668,244 |
Total current assets | 61,755,573 | 64,722,505 |
Property, plant and equipment, net of accumulated amortization and depreciation of $13,380,599 and $12,715,917, respectively | 7,710,870 | 7,304,258 |
Patents, net of accumulated amortization of $1,377,417 and $1,341,976, respectively | 764,968 | 784,318 |
Goodwill | 108,234,664 | 108,310,350 |
Intangible assets | 20,857,879 | 21,281,136 |
Lease right-of-use assets | 1,322,497 | 1,098,830 |
Other assets | 316,817 | 322,310 |
Total assets | 200,963,268 | 203,823,707 |
Current liabilities: | ||
Accounts payable | 4,904,715 | 4,273,568 |
Accrued expenses and other current liabilities | 7,129,089 | 7,515,751 |
Current portion of lease liabilities | 509,105 | 414,058 |
Current portion of notes payable | 7,216,324 | 5,099,744 |
Total current liabilities | 19,759,233 | 17,303,121 |
Non-current liabilities: | ||
Notes payable | 37,278,924 | 38,595,505 |
Lease liabilities | 858,526 | 723,553 |
Deferred tax liabilities | 33,293 | 33,293 |
Other non-current liabilities | 570,299 | 516,665 |
Total liabilities | 58,500,275 | 57,172,137 |
Commitments and contingencies | ||
Shareholders' equity | ||
Common stock, $.0001 par value; shares authorized 40,000,000; 17,377,748 and 17,369,435 shares issued and outstanding in each period | 1,738 | 1,737 |
Additional paid-in capital | 186,751,178 | 185,961,104 |
Accumulated deficit | (44,289,923) | (39,311,271) |
Total shareholders' equity | 142,462,993 | 146,651,570 |
Total liabilities and shareholders' equity | $ 200,963,268 | $ 203,823,707 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,204,537 | $ 2,573,968 |
Accumulated amortization and depreciation | 13,380,599 | 12,715,917 |
Patents, Accumulated amortization | $ 1,377,417 | $ 1,341,976 |
Common stock, par value | $ 0.0001 | $ .0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 17,377,748 | 17,369,435 |
Common stock, shares outstanding | 17,377,748 | 17,369,435 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 17,735,342 | $ 11,145,922 |
Cost of revenue | 5,110,601 | 3,236,647 |
Gross profit | 12,624,741 | 7,909,275 |
Operating expenses: | ||
Selling expenses | 10,969,678 | 5,200,582 |
General and administrative expenses | 4,452,328 | 4,207,807 |
Research and development expenses | 1,250,174 | 771,411 |
Total operating expenses | 16,672,180 | 10,179,800 |
Loss from operations | (4,047,439) | (2,270,525) |
Other income (expense): | ||
Interest income | 1,092 | 18,877 |
Interest expense | (933,722) | (36,097) |
Other | 1,417 | (763) |
Total other income (expense) | (931,213) | (17,983) |
Loss from operations before income taxes | (4,978,652) | (2,288,508) |
Income tax benefit | 4,085,000 | |
Net (loss) income | $ (4,978,652) | $ 1,796,492 |
Net (loss) income per share: | ||
Basic | $ (0.29) | $ 0.18 |
Diluted | $ (0.29) | $ 0.17 |
Weighted average shares - Basic | 17,213,686 | 9,696,402 |
Weighted average shares - Diluted | 17,213,686 | 10,213,085 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
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 income (loss) | 1,796,492 | 1,796,492 | ||
Proceeds from exercise of stock options | $ 33 | 10,803 | 10,836 | |
Proceeds from exercise of stock options, shares | 3,375 | |||
Change in par value of common stock | $ (151,997) | 151,997 | ||
Change in par value of common stock, 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 fees | (1,286,556) | (1,286,556) | ||
Stock-based compensation | 345,084 | 345,084 | ||
Balance at ending at Sep. 30, 2019 | $ 1,535 | 151,308,485 | (20,096,405) | 131,213,615 |
Balance at ending, shares at Sep. 30, 2019 | 15,353,185 | |||
Balance at beginning at Jun. 30, 2020 | $ 1,737 | 185,961,104 | (39,311,271) | 146,651,570 |
Balance at beginning, shares at Jun. 30, 2020 | 17,369,435 | |||
Net income (loss) | (4,978,652) | (4,978,652) | ||
Proceeds from exercise of stock options | $ 1 | 23,941 | 23,942 | |
Proceeds from exercise of stock options, shares | 8,313 | |||
Stock-based compensation | 766,133 | 766,133 | ||
Balance at ending at Sep. 30, 2020 | $ 1,738 | $ 186,751,178 | $ (44,289,923) | $ 142,462,993 |
Balance at ending, shares at Sep. 30, 2020 | 17,377,748 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net (loss) income | $ (4,978,652) | $ 1,796,492 |
Adjustments to reconcile net (loss) income to net cash and cash equivalents used in operating activities: | ||
Depreciation and amortization | 1,123,380 | 460,296 |
Rent expense from operating lease right-of-use asset | 147,956 | 114,073 |
Bad debt expense | 1,729,462 | |
Stock-based compensation | 766,133 | 345,084 |
Release of valuation allowance on deferred tax assets | (4,085,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,986,055) | (1,885,808) |
Inventories | (777,334) | (2,188,560) |
Prepaid expenses and other current assets | 376,963 | 29,200 |
Lease and other assets | (136,111) | (352,011) |
Accounts payable and accrued expenses | (31,923) | 415,588 |
Net cash used in operating activities | (3,766,181) | (5,350,646) |
Investing activities | ||
Acquisition of property, plant and equipment | (77,995) | (112,379) |
Additional patents | (16,091) | (27,149) |
Cash from acquisition of Solsys Medical, LLC | 5,525,601 | |
Net cash (used in) provided by investing activities | (94,086) | 5,386,073 |
Financing activities | ||
Proceeds from notes payable | 9,200,000 | 4,999,117 |
Repayments of notes payable | (8,400,000) | |
Stock registration and investment bank fees | (27,205) | |
Proceeds from exercise of stock options | 23,942 | 10,836 |
Net cash provided by financing activities | 823,942 | 4,982,748 |
Net (decrease) increase in cash and cash equivalents | (3,036,325) | 5,018,175 |
Cash and cash equivalents at the beginning of the period | 37,978,809 | 7,842,403 |
Cash and cash equivalents at the end of the period | 34,942,484 | 12,860,578 |
Cash paid for: | ||
Interest | 855,493 | 10,751 |
Income taxes | 550 | |
Transfer of inventory to property, plant and equipment for consignment of product | 993,299 | 733,679 |
Stock issued for the acquisition of Solsys Medical, LLC | 108,643,710 | |
Stock registration fees not paid | 1,259,351 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 342,933 | $ 1,448,077 |
Basis of Presentation, Organiza
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [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, 2020 (the “2020 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, general surgery, plastic surgery, wound care and maxillo-facial surgery. The Company strives to have its proprietary procedural solutions become the standard of care and enhance patient outcomes throughout the world. The Company intends to accomplish this, in part, by utilizing its best-in-class surgical ultrasonic technology to improve patient outcomes in spinal surgery, neurosurgery and wound care. The Company’s neXus generator, which received U.S. Food and Drug Administration, or FDA, marketing clearance in June 2019 and Conformité Européenne, or CE, mark clearance in July 2019 combines the capabilities of its three legacy ultrasonic products into a single system that can be used to perform soft and hard tissue resections. The Company continues to market and sell these legacy ultrasonic products, which are: ● BoneScalpel Surgical System, or BoneScalpel, which is used for surgical procedures involving the precise cutting and sculpting of bone while sparing soft tissue. BoneScalpel is now recognized by many surgeons globally as a critical surgical tool enabling improved patient outcomes in the spine surgery arena. ● SonaStar Surgical Aspirator, or SonaStar, which is used to emulsify and remove soft and hard tumors, primarily in the neuro and general surgery fields. ● SonicOne Wound Debridement System, or SonicOne, which offers tissue specific debridement and cleansing of wounds and burns for effective removal of devitalized tissue and fibrin deposits while sparing viable cells. Each of the Company’s medical device systems consist of a proprietary console and handpiece that function to convert electrical current into ultrasonic energy, ultimately delivered via a disposable titanium tip, to produce a therapeutic effect. neXus ® neXus is a next generation integrated ultrasonic surgical platform that combines all the features of the Company’s existing solutions, including 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. The device incorporates Smart Technology that allows for easier setup and use. 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’ ease of use enables physicians to fully leverage neXus’ impressive set of capabilities via its digital touchscreen display and smart system setup. Our current ultrasonic applications; BoneScalpel, SonaStar and SonicOne all work on the neXus generator. This allows a hospital to access all of our product offerings on this all in one console. neXus received FDA 510(k) clearance in June 2019 and received its CE mark approval in July 2019 for sale in Europe. neXus is principally sold in the United States. BoneScalpel ® The BoneScalpel is a state of the art, ultrasonic bone cutting and sculpting system capable of enabling 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 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. The 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. SonaStar ® The SonaStar System provides powerful and precise aspiration following the ultrasonic ablation of hard or soft tissue. The SonaStar has been used for a wide variety of surgical procedures applying both open and minimally invasive approaches, including neurosurgery and liver surgery. The SonaStar may also be used with OsteoSculpt® probe tips, which enable the precise shaping or shaving of bony structures that prevent open access to partially or completely hidden soft tissue masses. SonicOne ® The SonicOne Ultrasonic Cleansing and Debridement System is a highly 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 bed preparation, the essential first step in the healing process, while contributing to a faster patient healing. TheraSkin ® TheraSkin is a biologically active human skin allograft that 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 regulated by the FDA as a Human Cells, Tissues, and Cellular and Tissue-Based Product. LifeNet processes and supplies TheraSkin to the Company under a supply and distribution agreement that gives the Company exclusive rights to sell TheraSkin in the United States. TheraSkin is indicated for use on all external skin tissue wounds, including but not limited to difficult to heal diabetic foot ulcers, venous leg ulcers, dehisced surgical wounds, necrotizing fasciitis, burns, Mohs and wounds with exposed structures. Therion ® Therion is indicated for use as a cover and barrier for homologous use for wound care and surgical procedures. Therion is a dehydrated and terminally sterilized chorioamniotic allograft derived from human placental membrane and is regulated by the FDA as a Human Cells, Tissues, and Cellular and Tissue-Based Product. CryoLife processes and supplies Therion to the Company under a supply and distribution agreement that gives the Company exclusive rights to distribute the product in the United States. CryoLife processes Therion using a proprietary process that removes the maternal-derived decidua cells from the placental membrane, leaving the amnion and chorion layers in their native configuration. 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 sells BoneScalpel and SonaStar through distributors who then resell the products to hospitals. The Company sells to all major markets in the Americas, Europe, Middle East, Asia Pacific, and Africa. The Company manufactures and sells its products in two global reportable business segments: the Surgical segment (consisting of its BoneScalpel and SonaStar products) and the Wound segment (consisting of its SonicOne, TheraSkin and Therion products). The Company’s sales force also operates as two segments, Surgical and Wound Care. 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 the Company’s products. The Company is also monitoring news reports that indicate that several States and local jurisdictions within the U.S. are experiencing new increases in the rate of infection by COVID-19 which could result in further mitigation efforts. 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 the Company’s 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 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. Major Customers and Concentration of Credit Risk For the three months ended September 30, 2020, the Company did not have any customers exceeding 10% of total revenue. Revenues from one customer of the Surgical Segment represents approximately $1.5 million of the Company’s Consolidated Revenues for the three months ended September 30, 2019. At September 30, 2020 and June 30, 2020, the Company’s accounts receivable with customers outside the United States were approximately $2.4 million and $2.0 million, respectively, and $0.7 million and $0.8 million were over 90 days past due at September 30, 2020 and June 30, 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 September 30, 2020 2019 Numerator for basic earnings per share: Net (loss) income $ (4,978,652 ) $ 1,796,492 Less allocation of earnings to participating securities - (38,725 ) Net (loss) income available to common shareholders $ (4,978,652 ) $ 1,757,767 Numerator for diluted earnings per share: Net (loss) income $ (4,978,652 ) $ 1,757,767 Less allocation of earnings to participating securities - (36,769 ) Net (loss) income available to common shareholders $ (4,978,652 ) $ 1,720,998 Denominator for basic earnings per share 17,213,686 9,686,402 Dilutive effect of stock options - 526,683 Diluted weighted average shares outstanding 17,213,686 10,213,085 Diluted EPS for the three months ended September 30, 2020 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 basic and diluted EPS are the dilutive effect of options to purchase 295,694 shares of common stock for the three months ended September 30, 2020. Also excluded from the calculation of earnings per share for the three months ended September 30, 2020 and 2019 are the unvested restricted stock awards that were issued in December 2016. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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 $0.4 million 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 | 3 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 2. Revenue Recognition The Company has made the following accounting policy elections and elected to use certain practical expedients, as permitted by the FASB, in applying Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers, as amended” (“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 either over time, or at a point in time, upon which control transfers to the customer. Revenue derived from the shipping and billing of product is recorded upon shipment, when transfer of control occurs for products shipped freight on board (“F.O.B.”) shipping. Products shipped F.O.B. destination 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. Revenue derived from consignment agreements is earned as consumables product orders are fulfilled. Therefore, revenue is recognized as control passes to the customer, which is typically when shipments are made F.O.B shipping or F.O.B destination. Revenue derived from service and maintenance contracts is recognized evenly over the life of the service agreement as the services are performed. The following table disaggregates the Company’s product revenue by sales channel and geographic location: For the three months ended September 30, 2020 2019 Total Surgical $ 9,099,464 $ 9,611,298 Wound 8,635,878 1,534,624 Total $ 17,735,342 $ 11,145,922 Domestic: Surgical $ 6,215,171 $ 5,115,022 Wound 8,528,240 1,429,886 Total $ 14,743,411 $ 6,544,908 International: Surgical $ 2,884,293 $ 4,496,276 Wound 107,638 104,738 Total $ 2,991,931 $ 4,601,014 The Company’s international sales include a concentration in China, aggregating $0.4 million and $1.5 million for the three months ended September 2020 and 2019, respectively. Beginning with the fiscal third 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, TheraSkin and Therion product lines. As a result, the Company presents total, domestic and international sales performance supplemental data for its Surgical and Wound divisions. Further, in the Third Quarter of 2020, the Company began operating in two business segments, and disclosing the Surgical and Wound businesses as its two segments. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 30, 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 September 30, 2020 and June 30, 2020, 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. The Company’s current and long-term debt arrangements are classified as level 2 financial instruments. |
Inventories
Inventories | 3 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories are summarized as follows: September 30, June 30, 2020 2020 Raw material $ 7,501,649 $ 7,000,453 Work-in-process 253,819 467,037 Finished goods 6,307,552 6,813,034 14,063,020 14,280,524 Less obsolescence reserve (268,301 ) (269,840 ) Inventory, net $ 13,794,719 $ 14,010,684 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Depreciation and amortization of property, plant and equipment was $0.7 million and $0.4 million for the three months ended September 30, 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 | 3 Months Ended |
Sep. 30, 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 also compares its market capitalization to the value of its goodwill to review for evidence of impairment. The Company completes its annual goodwill impairment tests as of March 31 of each year. The Company considered the current and expected future economic and market conditions surrounding COVID-19, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate an interim impairment tests during the three months ended September 30, 2020. There were no goodwill impairments recorded during the three months ended September 30, 2020 and 2019. Surgical Wound Total Balance as of June 30, 2019 $ 1,701,094 $ - $ 1,701,094 Acquisition of Solsys - 109,086,682 109,086,682 Goodwill (gross) 1,701,094 109,086,682 110,787,776 Accumulated impairment losses - - - Balance as of September 30, 2019 $ 1,701,094 $ 109,086,682 $ 110,787,776 Balance as of June 30, 2020 $ 1,701,094 $ 106,609,256 $ 108,310,350 Purchase price accounting adjustments (75,686 ) (75,686 ) Goodwill (gross) 1,701,094 106,533,570 108,234,664 Accumulated impairment losses - - - Balance as of September 30, 2020 $ 1,701,094 $ 106,533,570 $ 108,234,664 |
Patents
Patents | 3 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties | |
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 $764,968 and $784,318 at September 30, 2020 and June 30, 2020, respectively. Amortization expense for the three months ended September 30, 2020 and 2019 was $35,000 and $32,000, respectively. The following is a schedule of estimated future patent amortization expenses by fiscal year as of September 30, 2020: 2021 $ 103,499 2022 88,603 2023 87,471 2024 79,521 2025 72,984 Thereafter 332,890 $ 764,968 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Sep. 30, 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. Amortization expense for the three months ended September 30, 2020 and 2019 were $0.4 million and $0, respectively. The table below summarizes the intangible assets acquired: September 30, June 30, Amortization 2020 2020 Period Customer relationships $ 9,500,000 $ 9,500,000 15 years Trade names 12,800,000 12,800,000 15 years Non-competition agreements 200,000 200,000 1 year Total 22,500,000 22,500,000 Less accumulated amortization (1,642,121 ) (1,218,864 ) Net intangible assets $ 20,857,879 $ 21,281,136 The following is a schedule of estimated future intangible asset amortization expense by fiscal year as of September 30, 2020: 2021 $ 1,117,386 2022 1,489,848 2023 1,489,848 2024 1,489,848 2025 1,489,848 Thereafter 13,781,101 $ 20,857,879 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Sep. 30, 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: September 30, June 30, 2020 2020 Accrued payroll, payroll taxes and vacation $ 2,639,531 $ 2,277,752 Accrued bonus 455,402 417,000 Accrued commissions 962,987 1,678,966 Professional fees 291,253 355,145 Vendor, tax and other accruals 2,779,916 2,786,888 Accrued expenses and other current liabilities $ 7,129,089 $ 7,515,751 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stock-Based Compensation Plans | 10. Stock-Based Compensation Plans Stock Option Awards For the three months ended September 30, 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 $0.6 million and $0.2 million, respectively. As of September 30, 2020, there was approximately $6.7 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, which includes $0.5 million of unrecognized compensation expense on restricted stock awards. 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 18,000 granted during the three months ended September 30, 2020 and no options to purchase shares granted during September 30, 2019. The fair value was estimated based on the weighted average assumptions of: For the three months ended September 30, 2020 2020 2019 Risk-free interest rates 0.34 % - Expected option life in years 6.02 - Expected stock price volatility 60.37 % - Expected dividend yield 0 % - A summary of option activity under the Company’s equity plans as of September 30, 2020, and changes during the three months ended September 30, 2020 is presented below: Options Weighted Average Aggregate Outstanding Exercise Intrinsic Shares Price Value Outstanding as of June 30, 2020 1,778,070 $ 11.81 $ 5,164,938 Vested and exercisable at June 30, 2020 683,442 $ 9.16 $ 3,156,051 Granted 18,000 12.88 Exercised (8,313 ) 2.88 Forfeited (14,499 ) 10.31 Expired - - Outstanding as of September 30, 2020 1,773,258 $ 11.87 $ 3,027,014 Vested and exercisable at September 30, 2020 763,593 $ 9.60 $ 2,095,613 The number and weighted-average grant-date fair value of stock options which vested during the three months ended September 30, 2020 was 88,464 and $6.78, respectively. The number and weighted-average grant-date fair value of non-vested stock options at September 30, 2020 was 1,009,665 and $7.27, respectively. Restricted Stock Awards On December 15, 2016, the Company issued 400,000 shares of restricted stock to its Chief Executive Officer. 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%. 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 at the date of grant. Compensation expense recorded in the three months ended September 30, 2020 and 2019 related to these awards was $0.1 million and $0.1 million, respectively. As of September 30, 2020, there was approximately $0.5 million of total unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 2.1 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 September 30, 2020, the Company has estimated that it is probable that the performance conditions of the outstanding awards will be met. As of September 30, 2020, 240,200 shares from this set of awards have vested. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 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 assets” on the Company’s September 30, 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 September 30, 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 $0.4 million and lease liabilities for operating leases of approximately $0.4 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 September 30, 2020, total right-of-use assets and operating lease liabilities were approximately $1.3 million and $1.4 million, respectively. As of June 30, 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 consolidated balance sheet. All operating lease expense is recognized on a straight-line basis over the lease term. During the three months ended September 30, 2020 and 2019, the Company recognized approximately $0.1 million and $0.1 million, respectively, in total 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 to determine the present value of the lease payments. The incremental borrowing rate used for any leases entered into during the three months ended September 30, 2020 was 10.9%. There were no new leases entered into in the prior period. The incremental borrowing rate used upon transition to ASC 842 was 10.5%. Information related to the Company’s right-of-use assets and related lease liabilities were as follows: Three months ended September 30, 2020 2019 Cash paid for operating lease liabilities $ 144,916 $ 93,420 Right of use assets obtained in exchange for new operating lease obligations $ 342,933 $ 1,301,009 September 30, 2020 2019 Weighted-average remaining lease term (in years) 3.13 4.00 Weighted-average discount rate 11.4 % 10.5 % Maturities of lease liabilities as of September 30, 2020 were as follows: 2021 $ 453,165 2022 494,092 2023 273,917 2024 274,512 2025 129,211 Thereafter 1,643 1,626,540 Less imputed interest (258,909 ) Total lease liabilities $ 1,367,631 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 | 3 Months Ended |
Sep. 30, 2020 | |
Notes Payable, Noncurrent [Abstract] | |
Financing Arrangements | 12. Financing Arrangements Notes payable consists of the following as of September 30, 2020 and June 30, 2020: September 30, June 30, 2020 2020 Revolving credit facility $ 9,200,000 $ 8,400,000 PPP Note Payable 5,199,487 5,199,487 Term loans 30,095,761 30,095,762 44,495,248 43,695,249 Less current portion of notes payable (7,216,324 ) (5,099,744 ) Notes payable $ 37,278,924 $ 38,595,505 Following are the scheduled maturities of the notes payable for the twelve-month periods ending June 30: 2021 $ 5,099,744 2022 7,599,743 2023 31,795,761 2024 - 2025 - $ 44,495,248 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 $3.75 million 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 $0.1 million. 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 September 30, 2020, the outstanding principal balance of the New Credit Facility is $9.2 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 $20.1 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 September 30, 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 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) at par 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 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 used the 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%. Interest and principal payments are deferred for the first six months of the loan. Thereafter, monthly interest and principal payments are due until the loan is fully satisfied at the end of 24 months. 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. The PPP provides for borrowers to apply for forgiveness for some or all of the loan based on meeting certain criteria. Given that the SBA continues to issue guidance surrounding the criteria for loan forgiveness, it is unclear as to when and if the Company might apply for forgiveness, and if it does, whether such application will be approved by the SBA. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Sep. 30, 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 three months ended September 30, 2020 and 2019 and accounts receivable at September 30, 2020 and 2019 with Minoan: For the three months ended September 30, 2020 2019 Sales $ 359,486 $ 625,134 Accounts receivable $ 631,115 $ 426,142 |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes For the three months ended September 30, 2020 and 2019, the Company recorded an income tax benefit of $0 and $4.1 million, respectively. For the three months ended September 30, 2020 and 2019, the effective rate of 0% and 178% 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. 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. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Sep. 30, 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. Starting with the third quarter 2020, the Company began operating in two segments, organized by its sales channels and product types – the Surgical and the Wound segment. Prior to the third quarter 2020, the Company operated as one segment. Prior period information has been presented on the basis of the new segmentation. The Surgical segment consists of the Company’s BoneScalpel and SonaStar products and the Wound segment consists of the Company’s SonicOne, TheraSkin and Therion products. 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 include: For the three months ended September 30, 2020 Surgical Wound Consolidated Total revenue $ 9,099,464 $ 8,635,878 $ 17,735,342 Gross profit $ 6,311,403 $ 6,313,338 $ 12,624,741 For the three months ended September 30, 2019 Surgical Wound Consolidated Total revenue $ 9,611,298 $ 1,534,624 $ 11,145,922 Gross profit $ 6,702,021 $ 1,207,254 $ 7,909,275 Worldwide revenue for the Company’s products is categorized as follows: For the three months ended September 30, 2020 2019 Domestic $ 14,743,411 $ 6,544,908 International 2,991,931 4,601,014 Total $ 17,735,342 $ 11,145,922 All of the Company’s long-lived assets are located in the United States. Our international revenue includes a concentration in China, aggregating to $0.4 million and $1.5 million for the three months ended September 30, 2020 and 2019, respectively. |
Acquisitions Solsys Medical, LL
Acquisitions Solsys Medical, LLC | 3 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions Solsys Medical, LLC | 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 these transaction costs, $3.1 million were charged to general and administrative expenses on the Consolidated Statement of Operations and $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. For the three months ended September 30, 2019, transaction costs expensed in general and administrative expenses were $1.8 million. As of September 30, 2019, transaction costs capitalized to additional paid in capital were $1.3 million. 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 final Solsys purchase price allocation as of September 30, 2020 is shown in the following table: Cash $ 5,525,601 Accounts receivable 6,173,371 Inventory 98,911 Prepaid expenses 88,863 Indemnified asset - sales tax 150,000 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 (4,694,878 ) Lease liabilities (860,490 ) Deferred tax liability (4,575,507 ) Notes payable (23,915,701 ) Total identifiable net assets 2,110,140 Goodwill 106,533,570 Total consideration $ 108,643,710 The fair values of the Solsys assets and liabilities were determined based on preliminary estimates and assumptions that management believes are reasonable. Goodwill decreased by $0.1 million during the three months ended September 30, 2020 as a result of final refinements relating to the purchase price valuation of Solsys. 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, revenue growth rates and EBITDA margins, as well as other factors. The following table summarizes key information underlying intangible assets related to the Solsys Acquisition: September 30, June 30, Amortization 2020 2020 Period Customer relationships $ 9,500,000 $ 9,500,000 15 years Trade names 12,800,000 12,800,000 15 years Non-competition agreements 200,000 200,000 1 year Total 22,500,000 22,500,000 Less accumulated amortization (1,642,121 ) (1,218,864 ) Net intangible assets $ 20,857,879 $ 21,281,136 Solsys’ operations were consolidated with those of the Company for the period September 27, 2019 through September 30, 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 three months ended September 30, 2020 2019 Revenue $ 17,735,342 $ 19,490,717 Net loss $ (4,978,652 ) $ (4,601,195 ) Pro forma net loss for the three months ended September 30, 2019 was adjusted to exclude $3.0 million of acquisition-related costs, include $4.1 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 include $0.4 million of amortization expense related to the intangible assets acquired. |
Basis of Presentation, Organi_2
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [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, 2020 (the “2020 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, general surgery, plastic surgery, wound care and maxillo-facial surgery. The Company strives to have its proprietary procedural solutions become the standard of care and enhance patient outcomes throughout the world. The Company intends to accomplish this, in part, by utilizing its best-in-class surgical ultrasonic technology to improve patient outcomes in spinal surgery, neurosurgery and wound care. The Company’s neXus generator, which received U.S. Food and Drug Administration, or FDA, marketing clearance in June 2019 and Conformité Européenne, or CE, mark clearance in July 2019 combines the capabilities of its three legacy ultrasonic products into a single system that can be used to perform soft and hard tissue resections. The Company continues to market and sell these legacy ultrasonic products, which are: ● BoneScalpel Surgical System, or BoneScalpel, which is used for surgical procedures involving the precise cutting and sculpting of bone while sparing soft tissue. BoneScalpel is now recognized by many surgeons globally as a critical surgical tool enabling improved patient outcomes in the spine surgery arena. ● SonaStar Surgical Aspirator, or SonaStar, which is used to emulsify and remove soft and hard tumors, primarily in the neuro and general surgery fields. ● SonicOne Wound Debridement System, or SonicOne, which offers tissue specific debridement and cleansing of wounds and burns for effective removal of devitalized tissue and fibrin deposits while sparing viable cells. Each of the Company’s medical device systems consist of a proprietary console and handpiece that function to convert electrical current into ultrasonic energy, ultimately delivered via a disposable titanium tip, to produce a therapeutic effect. neXus ® neXus is a next generation integrated ultrasonic surgical platform that combines all the features of the Company’s existing solutions, including 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. The device incorporates Smart Technology that allows for easier setup and use. 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’ ease of use enables physicians to fully leverage neXus’ impressive set of capabilities via its digital touchscreen display and smart system setup. Our current ultrasonic applications; BoneScalpel, SonaStar and SonicOne all work on the neXus generator. This allows a hospital to access all of our product offerings on this all in one console. neXus received FDA 510(k) clearance in June 2019 and received its CE mark approval in July 2019 for sale in Europe. neXus is principally sold in the United States. BoneScalpel ® The BoneScalpel is a state of the art, ultrasonic bone cutting and sculpting system capable of enabling 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 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. The 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. SonaStar ® The SonaStar System provides powerful and precise aspiration following the ultrasonic ablation of hard or soft tissue. The SonaStar has been used for a wide variety of surgical procedures applying both open and minimally invasive approaches, including neurosurgery and liver surgery. The SonaStar may also be used with OsteoSculpt® probe tips, which enable the precise shaping or shaving of bony structures that prevent open access to partially or completely hidden soft tissue masses. SonicOne ® The SonicOne Ultrasonic Cleansing and Debridement System is a highly 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 bed preparation, the essential first step in the healing process, while contributing to a faster patient healing. TheraSkin ® TheraSkin is a biologically active human skin allograft that 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 regulated by the FDA as a Human Cells, Tissues, and Cellular and Tissue-Based Product. LifeNet processes and supplies TheraSkin to the Company under a supply and distribution agreement that gives the Company exclusive rights to sell TheraSkin in the United States. TheraSkin is indicated for use on all external skin tissue wounds, including but not limited to difficult to heal diabetic foot ulcers, venous leg ulcers, dehisced surgical wounds, necrotizing fasciitis, burns, Mohs and wounds with exposed structures. Therion ® Therion is indicated for use as a cover and barrier for homologous use for wound care and surgical procedures. Therion is a dehydrated and terminally sterilized chorioamniotic allograft derived from human placental membrane and is regulated by the FDA as a Human Cells, Tissues, and Cellular and Tissue-Based Product. CryoLife processes and supplies Therion to the Company under a supply and distribution agreement that gives the Company exclusive rights to distribute the product in the United States. CryoLife processes Therion using a proprietary process that removes the maternal-derived decidua cells from the placental membrane, leaving the amnion and chorion layers in their native configuration. 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 sells BoneScalpel and SonaStar through distributors who then resell the products to hospitals. The Company sells to all major markets in the Americas, Europe, Middle East, Asia Pacific, and Africa. The Company manufactures and sells its products in two global reportable business segments: the Surgical segment (consisting of its BoneScalpel and SonaStar products) and the Wound segment (consisting of its SonicOne, TheraSkin and Therion products). The Company’s sales force also operates as two segments, Surgical and Wound Care. |
Risks and Uncertainties | 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 the Company’s products. The Company is also monitoring news reports that indicate that several States and local jurisdictions within the U.S. are experiencing new increases in the rate of infection by COVID-19 which could result in further mitigation efforts. 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 the Company’s 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 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. |
Major Customers and Concentration of Credit Risk | Major Customers and Concentration of Credit Risk For the three months ended September 30, 2020, the Company did not have any customers exceeding 10% of total revenue. Revenues from one customer of the Surgical Segment represents approximately $1.5 million of the Company’s Consolidated Revenues for the three months ended September 30, 2019. At September 30, 2020 and June 30, 2020, the Company’s accounts receivable with customers outside the United States were approximately $2.4 million and $2.0 million, respectively, and $0.7 million and $0.8 million were over 90 days past due at September 30, 2020 and June 30, 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 September 30, 2020 2019 Numerator for basic earnings per share: Net (loss) income $ (4,978,652 ) $ 1,796,492 Less allocation of earnings to participating securities - (38,725 ) Net (loss) income available to common shareholders $ (4,978,652 ) $ 1,757,767 Numerator for diluted earnings per share: Net (loss) income $ (4,978,652 ) $ 1,757,767 Less allocation of earnings to participating securities - (36,769 ) Net (loss) income available to common shareholders $ (4,978,652 ) $ 1,720,998 Denominator for basic earnings per share 17,213,686 9,686,402 Dilutive effect of stock options - 526,683 Diluted weighted average shares outstanding 17,213,686 10,213,085 Diluted EPS for the three months ended September 30, 2020 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 basic and diluted EPS are the dilutive effect of options to purchase 295,694 shares of common stock for the three months ended September 30, 2020. Also excluded from the calculation of earnings per share for the three months ended September 30, 2020 and 2019 are the unvested restricted stock awards that were issued in December 2016. |
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 $0.4 million 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 | 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) | 3 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share Calculation | The following table sets forth the reconciliation of the Company’s basic and diluted earnings per share calculation: For the three months September 30, 2020 2019 Numerator for basic earnings per share: Net (loss) income $ (4,978,652 ) $ 1,796,492 Less allocation of earnings to participating securities - (38,725 ) Net (loss) income available to common shareholders $ (4,978,652 ) $ 1,757,767 Numerator for diluted earnings per share: Net (loss) income $ (4,978,652 ) $ 1,757,767 Less allocation of earnings to participating securities - (36,769 ) Net (loss) income available to common shareholders $ (4,978,652 ) $ 1,720,998 Denominator for basic earnings per share 17,213,686 9,686,402 Dilutive effect of stock options - 526,683 Diluted weighted average shares outstanding 17,213,686 10,213,085 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregate Revenue by Sales Channel and Geographic Location | The following table disaggregates the Company’s product revenue by sales channel and geographic location: For the three months ended September 30, 2020 2019 Total Surgical $ 9,099,464 $ 9,611,298 Wound 8,635,878 1,534,624 Total $ 17,735,342 $ 11,145,922 Domestic: Surgical $ 6,215,171 $ 5,115,022 Wound 8,528,240 1,429,886 Total $ 14,743,411 $ 6,544,908 International: Surgical $ 2,884,293 $ 4,496,276 Wound 107,638 104,738 Total $ 2,991,931 $ 4,601,014 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are summarized as follows: September 30, June 30, 2020 2020 Raw material $ 7,501,649 $ 7,000,453 Work-in-process 253,819 467,037 Finished goods 6,307,552 6,813,034 14,063,020 14,280,524 Less obsolescence reserve (268,301 ) (269,840 ) Inventory, net $ 13,794,719 $ 14,010,684 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | There were no goodwill impairments recorded during the three months ended September 30, 2020 and 2019. Surgical Wound Total Balance as of June 30, 2019 $ 1,701,094 $ - $ 1,701,094 Acquisition of Solsys - 109,086,682 109,086,682 Goodwill (gross) 1,701,094 109,086,682 110,787,776 Accumulated impairment losses - - - Balance as of September 30, 2019 $ 1,701,094 $ 109,086,682 $ 110,787,776 Balance as of June 30, 2020 $ 1,701,094 $ 106,609,256 $ 108,310,350 Purchase price accounting adjustments (75,686 ) (75,686 ) Goodwill (gross) 1,701,094 106,533,570 108,234,664 Accumulated impairment losses - - - Balance as of September 30, 2020 $ 1,701,094 $ 106,533,570 $ 108,234,664 |
Patents (Tables)
Patents (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties | |
Schedule of Future Patent Amortization Expenses | The following is a schedule of estimated future patent amortization expenses by fiscal year as of September 30, 2020: 2021 $ 103,499 2022 88,603 2023 87,471 2024 79,521 2025 72,984 Thereafter 332,890 $ 764,968 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The table below summarizes the intangible assets acquired: September 30, June 30, Amortization 2020 2020 Period Customer relationships $ 9,500,000 $ 9,500,000 15 years Trade names 12,800,000 12,800,000 15 years Non-competition agreements 200,000 200,000 1 year Total 22,500,000 22,500,000 Less accumulated amortization (1,642,121 ) (1,218,864 ) Net intangible assets $ 20,857,879 $ 21,281,136 |
Schedule of Estimated Future Intangible Asset Amortization Expense | The following is a schedule of estimated future intangible asset amortization expense by fiscal year as of September 30, 2020: 2021 $ 1,117,386 2022 1,489,848 2023 1,489,848 2024 1,489,848 2025 1,489,848 Thereafter 13,781,101 $ 20,857,879 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following summarizes accrued expenses and other current liabilities: September 30, June 30, 2020 2020 Accrued payroll, payroll taxes and vacation $ 2,639,531 $ 2,277,752 Accrued bonus 455,402 417,000 Accrued commissions 962,987 1,678,966 Professional fees 291,253 355,145 Vendor, tax and other accruals 2,779,916 2,786,888 Accrued expenses and other current liabilities $ 7,129,089 $ 7,515,751 |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Weighted Average Fair Value at Date of Grant for Options | The fair value was estimated based on the weighted average assumptions of: For the three months ended September 30, 2020 2020 2019 Risk-free interest rates 0.34 % - Expected option life in years 6.02 - Expected stock price volatility 60.37 % - Expected dividend yield 0 % - |
Schedule of Option Activity | A summary of option activity under the Company’s equity plans as of September 30, 2020, and changes during the three months ended September 30, 2020 is presented below: Options Weighted Average Aggregate Outstanding Exercise Intrinsic Shares Price Value Outstanding as of June 30, 2020 1,778,070 $ 11.81 $ 5,164,938 Vested and exercisable at June 30, 2020 683,442 $ 9.16 $ 3,156,051 Granted 18,000 12.88 Exercised (8,313 ) 2.88 Forfeited (14,499 ) 10.31 Expired - - Outstanding as of September 30, 2020 1,773,258 $ 11.87 $ 3,027,014 Vested and exercisable at September 30, 2020 763,593 $ 9.60 $ 2,095,613 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Information Related to Right-of-use Assets and Related Lease Liabilities | Information related to the Company’s right-of-use assets and related lease liabilities were as follows: Three months ended September 30, 2020 2019 Cash paid for operating lease liabilities $ 144,916 $ 93,420 Right of use assets obtained in exchange for new operating lease obligations $ 342,933 $ 1,301,009 September 30, 2020 2019 Weighted-average remaining lease term (in years) 3.13 4.00 Weighted-average discount rate 11.4 % 10.5 % |
Schedule of Future Minimum Lease Payments | Maturities of lease liabilities as of September 30, 2020 were as follows: 2021 $ 453,165 2022 494,092 2023 273,917 2024 274,512 2025 129,211 Thereafter 1,643 1,626,540 Less imputed interest (258,909 ) Total lease liabilities $ 1,367,631 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Notes Payable, Noncurrent [Abstract] | |
Schedule of Note Payable | Notes payable consists of the following as of September 30, 2020 and June 30, 2020: September 30, June 30, 2020 2020 Revolving credit facility $ 9,200,000 $ 8,400,000 PPP Note Payable 5,199,487 5,199,487 Term loans 30,095,761 30,095,762 44,495,248 43,695,249 Less current portion of notes payable (7,216,324 ) (5,099,744 ) Notes payable $ 37,278,924 $ 38,595,505 |
Scheduled Maturities of Notes Payable | Following are the scheduled maturities of the notes payable for the twelve-month periods ending June 30: 2021 $ 5,099,744 2022 7,599,743 2023 31,795,761 2024 - 2025 - $ 44,495,248 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Schedule of Net Sales and Accounts Receivables | Set forth below is a table showing the Company’s net revenues for the three months ended September 30, 2020 and 2019 and accounts receivable at September 30, 2020 and 2019 with Minoan: For the three months ended September 30, 2020 2019 Sales $ 359,486 $ 625,134 Accounts receivable $ 631,115 $ 426,142 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Gross Profit and Gross Profit Margin | Segment gross profit include: For the three months ended September 30, 2020 Surgical Wound Consolidated Total revenue $ 9,099,464 $ 8,635,878 $ 17,735,342 Gross profit $ 6,311,403 $ 6,313,338 $ 12,624,741 For the three months ended September 30, 2019 Surgical Wound Consolidated Total revenue $ 9,611,298 $ 1,534,624 $ 11,145,922 Gross profit $ 6,702,021 $ 1,207,254 $ 7,909,275 |
Schedule of Revenue | Worldwide revenue for the Company’s products is categorized as follows: For the three months ended September 30, 2020 2019 Domestic $ 14,743,411 $ 6,544,908 International 2,991,931 4,601,014 Total $ 17,735,342 $ 11,145,922 |
Acquisitions Solsys Medical, _2
Acquisitions Solsys Medical, LLC (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Solsys Purchase Price Allocation | The final Solsys purchase price allocation as of September 30, 2020 is shown in the following table: Cash $ 5,525,601 Accounts receivable 6,173,371 Inventory 98,911 Prepaid expenses 88,863 Indemnified asset - sales tax 150,000 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 (4,694,878 ) Lease liabilities (860,490 ) Deferred tax liability (4,575,507 ) Notes payable (23,915,701 ) Total identifiable net assets 2,110,140 Goodwill 106,533,570 Total consideration $ 108,643,710 |
Schedule of Intangible Assets | The following table summarizes key information underlying intangible assets related to the Solsys Acquisition: September 30, June 30, Amortization 2020 2020 Period Customer relationships $ 9,500,000 $ 9,500,000 15 years Trade names 12,800,000 12,800,000 15 years Non-competition agreements 200,000 200,000 1 year Total 22,500,000 22,500,000 Less accumulated amortization (1,642,121 ) (1,218,864 ) Net intangible assets $ 20,857,879 $ 21,281,136 |
Schedule of Revenue and Net Loss, on Pro Forma Basis | 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 three months ended September 30, 2020 2019 Revenue $ 17,735,342 $ 19,490,717 Net loss $ (4,978,652 ) $ (4,601,195 ) |
Basis of Presentation, Organi_4
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Sep. 27, 2019 | Jul. 02, 2019 | May 31, 2010 | Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Mar. 31, 2020 |
Ownership percentage | 100.00% | ||||||
Common stock, par value | $ 0.0001 | $ .0001 | |||||
Cumulative payments | $ 2,500,000 | ||||||
Operating lease liability | $ 400,000 | $ 1,400,000 | $ 1,100,000 | ||||
Incremental borrowing rate | 10.50% | ||||||
Stock Option [Member] | |||||||
Shares excluded from calculation of diluted EPS | 295,694 | ||||||
Outside United States [Member] | |||||||
Accounts receivable | $ 2,400,000 | 2,000,000 | |||||
Revenue [Member] | Customer [Member] | |||||||
Concentration risk percentage | 10.00% | ||||||
Revenue [Member] | Customer [Member] | Surgical Segment [Member] | |||||||
Revenues | $ 1,500,000 | ||||||
Over 90 Days [Member] | |||||||
Accounts receivable | $ 700,000 | $ 800,000 | |||||
Solsys Medical, LLC [Member] | |||||||
Stock transaction | $ 109,000,000 | ||||||
Stock transaction issued shares | 5,703,082 | ||||||
Transaction fees | $ 4,500,000 | 3,100,000 | 1,800,000 | ||||
Additional paid in capital | $ 1,400,000 | $ 1,400,000 | 1,300,000 | ||||
Common stock, par value | $ 0.0001 | ||||||
Reclassification amount of common stock and additional paid in capital | $ 151,964 | ||||||
Solsys Medical, LLC [Member] | Solsys Shareholders [Member] | |||||||
Acquired percentage | 64.00% | ||||||
Solsys Medical, LLC [Member] | Solsys Unitholders [Member] | |||||||
Acquired percentage | 36.00% | ||||||
Misonix Opco, Inc [Member] | |||||||
Common stock, par value | $ 0.01 | ||||||
SonaCare Medical, LLC [Member] | |||||||
Proceeds from sale of intangible assets | $ 5,800,000 | ||||||
Gross revenues percentage | 7.00% | ||||||
Received payments amount | $ 3,000,000 | ||||||
SonaCare Medical, LLC [Member] | ThereAfter [Member] | |||||||
Gross revenues percentage | 5.00% | ||||||
Annual Royalty | $ 250,000 |
Basis of Presentation, Organi_5
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies - Schedule of Basic and Diluted Earnings Per Share Calculation (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Numerator for basic earnings per share: Net (loss) income | $ (4,978,652) | $ 1,796,492 |
Numerator for basic earnings per share: Less allocation of earnings to participating securities | (38,725) | |
Numerator for basic earnings per share: Net (liss) income available to common shareholders | (4,978,652) | 1,757,767 |
Numerator for diluted earnings per share: Net (loss) income | (4,978,652) | 1,757,767 |
Numerator for diluted earnings per share: Less allocation of earnings to participating securities | (36,769) | |
Numerator for diluted earnings per share: Net (liss) income available to common shareholders | $ (4,978,652) | $ 1,720,998 |
Denominator for basic earnings per share | 17,213,686 | 9,696,402 |
Dilutive effect of stock options | 526,683 | |
Diluted weighted average shares outstanding | 17,213,686 | 10,213,085 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue | $ 17,735,342 | $ 11,145,922 |
China [Member] | ||
Revenue | $ 400,000 | $ 1,500,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregate Revenue by Sales Channel and Geographic Location (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total | $ 17,735,342 | $ 11,145,922 |
Domestic [Member] | ||
Total | 14,743,411 | 6,544,908 |
International [Member] | ||
Total | 2,991,931 | 4,601,014 |
Surgical [Member] | ||
Total | 9,099,464 | 9,611,298 |
Surgical [Member] | Domestic [Member] | ||
Total | 6,215,171 | 5,115,022 |
Surgical [Member] | International [Member] | ||
Total | 2,884,293 | 4,496,276 |
Wound [Member] | ||
Total | 8,635,878 | 1,534,624 |
Wound [Member] | Domestic [Member] | ||
Total | 8,528,240 | 1,429,886 |
Wound [Member] | International [Member] | ||
Total | $ 107,638 | $ 104,738 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 7,501,649 | $ 7,000,453 |
Work-in-process | 253,819 | 467,037 |
Finished goods | 6,307,552 | 6,813,034 |
Inventory, gross | 14,063,020 | 14,280,524 |
Less obsolescence reserve | (268,301) | (269,840) |
Inventory, net | $ 13,794,719 | $ 14,010,684 |
Property, Plant and Equipment (
Property, Plant and Equipment (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Depreciation and amortization of property, plant and equipment | $ 700,000 | $ 400,000 |
Minimum [Member] | ||
Estimated useful life | 3 years | |
Minimum [Member] | Customer [Member] | ||
Estimated useful life | 5 years | |
Maximum [Member] | ||
Estimated useful life | 5 years |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Beginning balance, goodwill | $ 108,310,350 | $ 1,701,094 |
Acquisition of solsys | 109,086,682 | |
Goodwill (gross) | 108,234,664 | 110,787,776 |
Accumulated impairment losses | ||
Purchase price accounting adjustments | (75,686) | |
Ending balance, goodwill | 108,234,664 | 110,787,776 |
Surgical [Member] | ||
Beginning balance, goodwill | 1,701,094 | 1,701,094 |
Acquisition of solsys | ||
Goodwill (gross) | 1,701,094 | 1,701,094 |
Accumulated impairment losses | ||
Purchase price accounting adjustments | ||
Ending balance, goodwill | 1,701,094 | 1,701,094 |
Wound [Member] | ||
Beginning balance, goodwill | 106,609,256 | |
Acquisition of solsys | 109,086,682 | |
Goodwill (gross) | 106,533,570 | 109,086,682 |
Accumulated impairment losses | ||
Purchase price accounting adjustments | (75,686) | |
Ending balance, goodwill | $ 106,533,570 | $ 109,086,682 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Risks and Uncertainties | |||
Estimated useful lives of patent | 17 years | ||
Accumulated amortization of patents | $ 764,968 | $ 784,318 | |
Amortization expense | $ 35,000 | $ 32,000 |
Patents - Schedule of Future Pa
Patents - Schedule of Future Patent Amortization Expenses (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Risks and Uncertainties | ||
2021 | $ 103,499 | |
2022 | 88,603 | |
2023 | 87,471 | |
2024 | 79,521 | |
2025 | 72,984 | |
Thereafter | 332,890 | |
Total | $ 764,968 | $ 784,318 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 400,000 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Less accumulated amortization | $ (1,377,417) | $ (1,341,976) |
Net intangible assets | 764,968 | 784,318 |
Solsys Acquisition [Member] | ||
Total | 22,500,000 | 22,500,000 |
Less accumulated amortization | (1,642,121) | (1,218,864) |
Net intangible assets | 20,857,879 | 21,281,136 |
Solsys Acquisition [Member] | Customer Relationships [Member] | ||
Total | $ 9,500,000 | 9,500,000 |
Amortization period | 15 years | |
Solsys Acquisition [Member] | Trade Names [Member] | ||
Total | $ 12,800,000 | 12,800,000 |
Amortization period | 15 years | |
Solsys Acquisition [Member] | Non-Competition Agreements [Member] | ||
Total | $ 200,000 | $ 200,000 |
Amortization period | 1 year |
Intangible Assets - Schedule _2
Intangible Assets - Schedule of Estimated Future Intangible Asset Amortization Expense (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
2021 | $ 103,499 | |
2022 | 88,603 | |
2023 | 87,471 | |
2024 | 79,521 | |
2025 | 72,984 | |
Thereafter | 332,890 | |
Total | 764,968 | $ 784,318 |
Solsys Acquisition [Member] | ||
2021 | 1,117,386 | |
2022 | 1,489,848 | |
2023 | 1,489,848 | |
2024 | 1,489,848 | |
2025 | 1,489,848 | |
Thereafter | 13,781,101 | |
Total | $ 20,857,879 | $ 21,281,136 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll, payroll taxes and vacation | $ 2,639,531 | $ 2,277,752 |
Accrued bonus | 455,402 | 417,000 |
Accrued commissions | 962,987 | 1,678,966 |
Professional fees | 291,253 | 355,145 |
Vendor, tax and other accruals | 2,779,916 | 2,786,888 |
Accrued expenses and other current liabilities | $ 7,129,089 | $ 7,515,751 |
Stock-Based Compensation Plan_2
Stock-Based Compensation Plans (Details Narrative) - USD ($) | Dec. 15, 2016 | Sep. 30, 2020 | Sep. 30, 2019 |
Compensation cost for restricted stock | $ 600,000 | $ 200,000 | |
Unrecognized compensation cost | $ 6,700,000 | ||
Weighted-average grant-date fair value of vested stock options | 2 years 10 months 25 days | ||
Expected term | 6 years 7 days | 0 years | |
Expected volatility rate | 60.37% | 0.00% | |
Share based compensation | $ 766,133 | $ 345,084 | |
Stock Option [Member] | |||
Option expiration period | 10 years | ||
Option vesting period | 4 years | ||
Purchase of common stock option granted | 18,000 | ||
Weighted-average grant-date fair value of non-vested stock options | 88,464 | ||
Weighted-average grant-date fair value of non-vested stock options | $ 6.78 | ||
Non-Vested Stock Options [Member] | |||
Weighted-average grant-date fair value of non-vested stock options | 1,009,665 | ||
Weighted-average grant-date fair value of non-vested stock options | $ 7.27 | ||
Restricted Stock [Member] | |||
Unrecognized compensation cost | $ 500,000 | ||
Stock price | $ 9.60 | ||
Risk free interest rate, minimum | 1.60% | ||
Risk free interest rate, maximum | 2.10% | ||
Expected volatility rate | 66.50% | ||
Share based compensation | $ 100,000 | $ 100,000 | |
Weighted average period recognized | 2 years 1 month 6 days | ||
Number of restricted stock awards vested | 240,200 | ||
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] | |||
Issuance of common stock restricted | 400,000 |
Stock-Based Compensation Plan_3
Stock-Based Compensation Plans - Schedule of Weighted Average Fair Value at Date of Grant for Options (Details) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | ||
Risk-free interest rates | 0.34% | 0.00% |
Expected option life in years | 6 years 7 days | 0 years |
Expected stock price volatility | 60.37% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Stock-Based Compensation Plan_4
Stock-Based Compensation Plans - Schedule of Option Activity (Details) | 3 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Outstanding Shares, Outstanding, Beginning balance | shares | 1,778,070 |
Outstanding Shares, Vested and exercisable, Beginning balance | shares | 683,442 |
Outstanding Shares, Granted | shares | 18,000 |
Outstanding Shares, Exercised | shares | (8,313) |
Outstanding Shares, Forfeited | shares | (14,499) |
Outstanding Shares, Expired | shares | |
Outstanding Shares, Outstanding, Ending balance | shares | 1,773,258 |
Outstanding Shares, Vested and exercisable, Ending balance | shares | 763,593 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 11.81 |
Weighted Average Exercise Price, Vested and exercisable, Beginning balance | $ / shares | 9.16 |
Weighted Average Exercise Price, Granted | $ / shares | 12.88 |
Weighted Average Exercise Price, Exercised | $ / shares | 2.88 |
Weighted Average Exercise Price, Forfeited | $ / shares | 10.31 |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 11.87 |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $ / shares | $ 9.60 |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ | $ 5,164,938 |
Aggregate Intrinsic Value, Vested and exercisable, Beginning balance | $ | 3,156,051 |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | 3,027,014 |
Aggregate Intrinsic Value, Vested and exercisable, Ending balance | $ | $ 2,095,613 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | Jul. 02, 2019 | |
Operating lease right-of-use assets | $ 1,322,497 | $ 1,098,830 | $ 400,000 | |
Operating lease liabilities | 1,400,000 | $ 1,100,000 | 400,000 | |
Lease costs | $ 100,000 | $ 100,000 | ||
Incremental borrowing rate | 10.90% | |||
ASC Topic 842 [Member] | ||||
Incremental borrowing rate | 10.50% | |||
Operating Lease Liabilities [Member] | ||||
Operating lease liabilities | $ 1,367,631 | $ 400,000 | ||
Minimum [Member] | ||||
Lease term | 1 year | |||
Maximum [Member] | ||||
Lease term | 6 years |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Information Related to Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for operating lease liabilities | $ 144,916 | $ 93,420 |
Right of use assets obtained in exchange for new operating lease obligations | $ 342,933 | $ 1,301,009 |
Weighted-average remaining lease term (in years) | 3 years 1 month 16 days | 4 years |
Weighted-average discount rate | 10.60% | 10.50% |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Jul. 02, 2019 |
Total lease liabilities | $ 1,400,000 | $ 1,100,000 | $ 400,000 |
Operating Lease Liabilities [Member] | |||
2021 | 453,165 | ||
2022 | 494,092 | ||
2023 | 273,917 | ||
2024 | 274,512 | ||
2025 | 129,211 | ||
Thereafter | 1,643 | ||
Total payments | 1,626,540 | ||
Less imputed interest | (258,909) | ||
Total lease liabilities | $ 1,367,631 | $ 400,000 |
Financing Arrangements (Details
Financing Arrangements (Details Narrative) - USD ($) | Sep. 27, 2020 | Apr. 05, 2020 | Dec. 26, 2019 | Dec. 23, 2019 | Sep. 27, 2019 | Jan. 22, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Apr. 10, 2020 |
SWK Credit Agreement [Member] | Notes Payable [Member] | |||||||||
Principal payments | $ 20,100,000 | $ 30,100,000 | |||||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | |||||||
Debt instument description | 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. | ||||||||
Additional line of credit | $ 5,000,000 | $ 5,000,000 | |||||||
Line of credit | $ 30,100,000 | $ 25,100,000 | |||||||
Interest rate varies | Varies between LIBOR plus 7.50% and LIBOR plus 10.25% | Varied between LIBOR plus 7.00% and LIBOR plus 10.25% | |||||||
Prepayment description | 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) at par if such prepayment is made on or after September 27, 2022. | ||||||||
SWK Credit Agreement [Member] | Notes Payable [Member] | Forecast [Member] | |||||||||
Principal payments | $ 1,250,000 | ||||||||
PPP Loan [Member] | Promissory Note [Member] | |||||||||
Debt instrument maturity date | Apr. 4, 2022 | ||||||||
Debt instrument face amount | $ 5,200,000 | $ 5,200,000 | |||||||
Debt instrument interest rate | 0.98% | ||||||||
Revolving Credit Facility [Member] | Solsys Acquisition [Member] | Prior Solsys Credit Agreement [Member] | |||||||||
Principal payments | $ 5,000,000 | ||||||||
Debt instrument maturity date | Jan. 22, 2021 | ||||||||
Revolving Credit Facility [Member] | Solsys Acquisition [Member] | Loan and Security Agreement [Member] | |||||||||
Debt instrument maturity date | Dec. 26, 2022 | ||||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||||
Amount repay to borrowings outstanding | $ 3,750,000 | ||||||||
Interest on outstanding indebtedness | Rate equal to the greater of the "Prime Rate" and 5.25%. | ||||||||
Anniversary fee | $ 100,000 | ||||||||
Termination fee | 1.00% | ||||||||
Debt instument description | 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). | ||||||||
New Credit Facility [Member] | |||||||||
Principal payments | $ 9,200,000 |
Financing Arrangements - Schedu
Financing Arrangements - Schedule of Note Payable (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 |
Total | $ 44,495,248 | $ 43,695,249 | |
Less current portion of notes payable | (7,216,324) | $ (5,099,744) | (5,099,744) |
Notes payable | 37,278,924 | $ 38,595,505 | 38,595,505 |
Revolving Credit Facility [Member] | |||
Total | 9,200,000 | 8,400,000 | |
PPP Note Payable [Member] | |||
Total | 5,199,487 | 5,199,487 | |
Term Loans [Member] | |||
Total | $ 30,095,761 | $ 30,095,762 |
Financing Arrangements - Sche_2
Financing Arrangements - Scheduled Maturities of Notes Payable (Details) | Sep. 30, 2020USD ($) |
Notes Payable, Noncurrent [Abstract] | |
2021 | $ 5,099,744 |
2022 | 7,599,743 |
2023 | 31,795,761 |
2024 | |
2025 | |
Total | $ 44,495,248 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Net Sales and Accounts Receivables (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transactions [Abstract] | ||
Sales | $ 359,486 | $ 625,134 |
Accounts receivable | $ 631,115 | $ 426,142 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Mar. 27, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Income tax benefit | $ (4,085,000) | ||
Effective U.S. federal statutory rate | 0.00% | 178.00% | |
CARES Act [Member] | |||
Modifications in income tax rate description | 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. |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 3 Months Ended | |
Sep. 30, 2020USD ($)Segments | Sep. 30, 2019USD ($) | |
Number of reportable segments | Segments | 2 | |
Revenue | $ 17,735,342 | $ 11,145,922 |
China [Member] | ||
Revenue | $ 400,000 | $ 1,500,000 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Gross Profit and Gross Profit Margin (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenue | $ 17,735,342 | $ 11,145,922 |
Gross profit | 12,624,741 | 7,909,275 |
Surgical [Member] | ||
Total revenue | 9,099,464 | 9,611,298 |
Gross profit | 6,311,403 | 6,702,021 |
Wound [Member] | ||
Total revenue | 8,635,878 | 1,534,624 |
Gross profit | $ 6,313,338 | $ 1,207,254 |
Segment Reporting - Schedule _2
Segment Reporting - Schedule of Revenue (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Total | $ 17,735,342 | $ 11,145,922 |
Domestic [Member] | ||
Total | 14,743,411 | 6,544,908 |
International [Member] | ||
Total | $ 2,991,931 | $ 4,601,014 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - Solsys Medical, LLC [Member] - USD ($) | Sep. 27, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Purchase price | $ 108,600,000 | ||
Stock transaction issued shares | 5,703,082 | ||
Acquisition share price | $ 19.05 | ||
Transaction costs | $ 4,500,000 | $ 3,100,000 | $ 1,800,000 |
Additional paid in capital | $ 1,400,000 | 1,400,000 | 1,300,000 |
Decrease in goodwill | $ 100,000 | ||
Acquisition-related costs | 3,000,000 | ||
Income tax benefit | 4,100,000 | ||
Additional interest expense | 200,000 | ||
Amortization expense | $ 400,000 |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Solsys Purchase Price Allocation (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2019 |
Goodwill | $ 108,234,664 | $ 108,310,350 | $ 110,787,776 | $ 1,701,094 |
Solsys Acquisition [Member] | ||||
Cash | 5,525,601 | |||
Accounts receivable | 6,173,371 | |||
Inventory | 98,911 | |||
Prepaid expenses | 88,863 | |||
Indemnified asset - sales tax | 150,000 | |||
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 | (4,694,878) | |||
Lease liabilities | (860,490) | |||
Deferred tax liability | (4,575,507) | |||
Notes payable | (23,915,701) | |||
Total identifiable net assets | 2,110,140 | |||
Goodwill | 106,533,570 | |||
Total consideration | $ 108,643,710 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Less accumulated amortization | $ (1,377,417) | $ (1,341,976) |
Net intangible assets | 764,968 | 784,318 |
Solsys Acquisition [Member] | ||
Total | 22,500,000 | 22,500,000 |
Less accumulated amortization | (1,642,121) | (1,218,864) |
Net intangible assets | 20,857,879 | 21,281,136 |
Solsys Acquisition [Member] | Customer Relationships [Member] | ||
Total | $ 9,500,000 | 9,500,000 |
Amortization Period | 15 years | |
Solsys Acquisition [Member] | Trade Names [Member] | ||
Total | $ 12,800,000 | 12,800,000 |
Amortization Period | 15 years | |
Solsys Acquisition [Member] | Non-Competition Agreements [Member] | ||
Total | $ 200,000 | $ 200,000 |
Amortization Period | 1 year |
Acquisitions - Schedule of Reve
Acquisitions - Schedule of Revenue and Net Loss, on Pro Forma Basis (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||
Revenue | $ 17,735,342 | $ 19,490,717 |
Net loss | $ (4,978,652) | $ (4,601,195) |