Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2020 | Jan. 25, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 1-10986 | |
Entity Registrant Name | MISONIX, INC. | |
Entity Central Index Key | 0000880432 | |
Entity Tax Identification Number | 84-1856018 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 1938 New Highway | |
Entity Address, City or Town | Farmingdale | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11735 | |
City Area Code | (631) | |
Local Phone Number | 694-9555 | |
Title of 12(b) Security | Common Stock, $.0001 par value | |
Trading Symbol | MSON | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,391,589 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 32,833,836 | $ 37,978,809 |
Accounts receivable, less allowance for doubtful accounts of $2,202,392 and $2,573,968, respectively | 11,077,214 | 11,064,768 |
Inventories, net | 13,222,262 | 14,010,684 |
Prepaid expenses and other current assets | 1,248,170 | 1,668,244 |
Total current assets | 58,381,482 | 64,722,505 |
Property, plant and equipment, net of accumulated amortization and depreciation of $14,089,699 and $12,715,917, respectively | 8,023,305 | 7,304,258 |
Patents, net of accumulated amortization of $1,413,910 and $1,341,976, respectively | 786,007 | 784,318 |
Goodwill | 108,234,664 | 108,310,350 |
Intangible assets | 20,485,417 | 21,281,136 |
Lease right-of-use assets | 1,202,017 | 1,098,830 |
Other assets | 246,230 | 322,310 |
Total assets | 197,359,122 | 203,823,707 |
Current liabilities: | ||
Accounts payable | 2,656,252 | 4,273,568 |
Accrued expenses and other current liabilities | 7,075,399 | 7,515,751 |
Current portion of lease liabilities | 508,870 | 414,058 |
Current portion of notes payable | 2,888,604 | 5,099,744 |
Total current liabilities | 13,129,125 | 17,303,121 |
Non-current liabilities: | ||
Notes payable | 41,006,645 | 38,595,505 |
Lease liabilities | 739,714 | 723,553 |
Deferred tax liabilities | 33,293 | 33,293 |
Other non-current liabilities | 498,938 | 516,665 |
Total liabilities | 55,407,715 | 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 | 187,504,189 | 185,961,104 |
Accumulated deficit | (45,554,520) | (39,311,271) |
Total shareholders’ equity | 141,951,407 | 146,651,570 |
Total liabilities and shareholders’ equity | $ 197,359,122 | $ 203,823,707 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 2,202,392 | $ 2,573,968 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 14,089,699 | 12,715,917 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,413,910 | $ 1,341,976 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 40,000,000 | |
Common Stock, Shares, Outstanding | 17,377,748 | 17,369,435 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 18,256,410 | $ 19,721,986 | $ 35,991,752 | $ 30,867,908 |
Cost of revenue | 5,264,699 | 5,945,108 | 10,375,300 | 9,181,755 |
Gross profit | 12,991,711 | 13,776,878 | 25,616,452 | 21,686,153 |
Operating expenses: | ||||
Selling expenses | 8,423,075 | 11,800,565 | 19,392,753 | 17,001,147 |
General and administrative expenses | 3,918,950 | 5,149,715 | 8,371,277 | 9,357,522 |
Research and development expenses | 968,377 | 1,087,449 | 2,218,551 | 1,858,860 |
Total operating expenses | 13,310,402 | 18,037,729 | 29,982,581 | 28,217,529 |
Loss from operations | (318,691) | (4,260,851) | (4,366,129) | (6,531,376) |
Other income (expense): | ||||
Interest income | 2,920 | 5,293 | 4,012 | 24,170 |
Interest expense | (949,105) | (833,035) | (1,882,828) | (869,132) |
Other | 279 | (380) | 1,696 | (1,143) |
Total other expense | (945,906) | (828,122) | (1,877,120) | (846,105) |
Loss from operations before income taxes | (1,264,597) | (5,088,973) | (6,243,249) | (7,377,481) |
Income tax benefit | 4,085,000 | |||
Net loss | $ (1,264,597) | $ (5,088,973) | $ (6,243,249) | $ (3,292,481) |
Net loss per share: | ||||
Basic | $ (0.07) | $ (0.33) | $ (0.36) | $ (0.26) |
Diluted | $ (0.07) | $ (0.33) | $ (0.36) | $ (0.26) |
Weighted average shares - Basic | 17,217,948 | 15,222,870 | 17,215,817 | 12,439,860 |
Weighted average shares - Diluted | 17,217,948 | 15,222,870 | 17,215,817 | 12,439,860 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Jun. 30, 2019 | $ 96,468 | $ 43,500,478 | $ (21,892,897) | $ 21,704,049 |
Beginning balance, shares at Jun. 30, 2019 | 9,646,728 | |||
Net loss | (3,292,482) | (3,292,482) | ||
Proceeds from exercise of stock options | $ 14 | 1,175,070 | 1,175,084 | |
Proceeds from exercise of stock options, shares | 141,750 | |||
Equity restructuring in current period | $ (151,964) | 151,964 | ||
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 | (1,361,392) | (1,361,392) | ||
Stock-based compensation | 749,736 | 749,736 | ||
Ending balance, value at Dec. 31, 2019 | $ 1,549 | 152,802,535 | (25,185,379) | 127,618,705 |
Ending balance, shares at Dec. 31, 2019 | 15,491,560 | |||
Beginning balance, value at Sep. 30, 2019 | $ 1,535 | 151,308,485 | (20,096,406) | 131,213,615 |
Beginning balance, shares at Sep. 30, 2019 | 15,353,185 | |||
Net loss | (5,088,973) | (5,088,973) | ||
Proceeds from exercise of stock options | $ 14 | 1,164,234 | 1,164,248 | |
Proceeds from exercise of stock options, shares | 138,375 | |||
Stock registration fees | (74,836) | (74,836) | ||
Stock-based compensation | 404,652 | 404,652 | ||
Ending balance, value at Dec. 31, 2019 | $ 1,549 | 152,802,535 | (25,185,379) | 127,618,705 |
Ending balance, shares at Dec. 31, 2019 | 15,491,560 | |||
Beginning balance, value at Jun. 30, 2020 | $ 1,737 | 185,961,104 | (39,311,271) | 146,651,570 |
Beginning balance, shares at Jun. 30, 2020 | 17,369,435 | |||
Net loss | (6,243,249) | (6,243,249) | ||
Proceeds from exercise of stock options | $ 1 | 23,941 | $ 23,942 | |
Proceeds from exercise of stock options, shares | 8,313 | 8,313 | ||
Stock-based compensation | 1,519,144 | $ 1,519,144 | ||
Ending balance, value at Dec. 31, 2020 | $ 1,738 | 187,504,189 | (45,554,520) | 141,951,407 |
Ending balance, shares at Dec. 31, 2020 | 17,377,748 | |||
Beginning balance, value at Sep. 30, 2020 | $ 1,738 | 186,751,178 | (44,289,923) | 142,462,993 |
Beginning balance, shares at Sep. 30, 2020 | 17,377,748 | |||
Net loss | (1,264,597) | (1,264,597) | ||
Stock-based compensation | 753,011 | 753,011 | ||
Ending balance, value at Dec. 31, 2020 | $ 1,738 | $ 187,504,189 | $ (45,554,520) | $ 141,951,407 |
Ending balance, shares at Dec. 31, 2020 | 17,377,748 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (6,243,249) | $ (3,292,481) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | ||
Depreciation and amortization | 2,241,436 | 1,426,172 |
Rent expense from operating lease right-of-use asset | 299,216 | 265,201 |
Bad debt expense | 524,401 | |
Reserve for contract asset | 960,000 | |
Stock-based compensation | 1,519,144 | 749,736 |
Release of valuation allowance on deferred tax assets | (4,085,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (126,707) | (2,096,665) |
Inventories | (1,213,494) | (5,673,609) |
Prepaid expenses and other current assets | 420,074 | (481,817) |
Lease and other assets | (215,351) | (187,512) |
Accounts payable and accrued expenses | (2,409,850) | (1,008,698) |
Net cash used in operating activities | (5,204,380) | (13,424,673) |
Investing activities | ||
Acquisition of property, plant and equipment | (90,911) | (211,347) |
Additional patents | (73,624) | (71,893) |
Cash from acquisition of Solsys Medical, LLC | 5,525,601 | |
Net cash (used in) provided by investing activities | (164,535) | 5,242,361 |
Financing activities | ||
Proceeds from notes payable | 17,800,000 | 18,750,000 |
Repayments of notes payable | (17,600,000) | (3,819,940) |
Stock registration and investment bank fees | (1,361,392) | |
Proceeds from exercise of stock options | 23,942 | 1,175,084 |
Net cash provided by financing activities | 223,942 | 14,743,752 |
Net (decrease) increase in cash and cash equivalents | (5,144,973) | 6,561,440 |
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 | 32,833,836 | 14,403,843 |
Cash paid for: | ||
Interest | 1,851,453 | 814,577 |
Income taxes | 550 | |
Transfer of inventory to property, plant and equipmment for consignment of product | 2,001,917 | 1,940,179 |
Stock issued for the acquisition of Solsys Medical, LLC | 108,643,710 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 338,101 | $ 1,448,077 |
Basis of Presentation, Organiza
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 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 Condensed Consolidated 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 Condensed Consolidated 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, markets, sells and distributes minimally invasive surgical ultrasonic medical devices and markets, sells and distributes skin allografts and wound care products used to support healing of wounds, and which complement 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 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. The Company’s current ultrasonic applications; BoneScalpel, SonaStar and SonicOne all work on the neXus generator. This allows a hospital to access all of the Company’s product offerings on this all in one console. neXus received FDA 510(k) clearance in June 2019 and received its CE mark clearance 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 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 soft tissue. The SonaStar has been used for a wide variety of surgical procedures applying both open and minimally invasive approaches, including neurosurgery and general 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 needed to heal wounds, including living cells, growth factors, and a collagen matrix. 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. TheraGenesis® TheraGenesis is a Bilayer Wound Matrix and Meshed Bilayer Wound Matrix consisting of a porcine collagen sponge layer and a silicone film layer that provides a scaffold for cellular invasion and capillary growth for management of wounds including partial and full-thickness wounds, chronic wounds, surgical wounds, trauma wounds and draining wounds. The Company obtains TheraGenesis under an exclusive supply and distribution agreement with Gunze Limited that gives the Company exclusive rights to distribute the product in the United States. Sales and Distribution; Reportable Segments 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 neXus, BoneScalpel and SonaStar products) and the Wound segment (consisting of its SonicOne, TheraSkin, Therion , and TheraGenesis products). The Company’s sales force also operates as two 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 continues to rapidly evolve. 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 Condensed Consolidated Financial Statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations is uncertain. Acquisition of Solsys Medical, LLC On September 27, 2019, the Company completed the acquisition (the “Solsys Acquisition”) of Solsys Medical, LLC (“Solsys”), a privately held regenerative medical company, in an all-stock transaction valued at approximately $ 109 million. Solsys is the exclusive marketer and distributor of TheraSkin in the United States, through an agreement with LifeNet Health (“LifeNet”). Solsys owns the TheraSkin® brand name, which was commercially launched in January 2010. 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. 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. Major Customers and Concentration of Credit Risk For the three months ended December 31, 2020, the Company had one customer in the Surgical segment with revenues of $ 2.3 million that exceeded 10% of total revenue. For the six months ended December 31, 2020 and the three and six months ended December 31, 2019, the Company did not have any customers exceeding 10% of total revenue. At December 31, 2020 and June 30, 2020, the Company’s accounts receivable with customers outside the United States were approximately $ 1.5 million and $ 2.0 million, respectively, and $ 0.5 million and $ 0.8 million were over 90 days past due at December 31, 2020 and June 30, 2020. If one or more of the Company’s major customers continues to be adversely affected by COVID-19 or otherwise as a result of the current market environment, that may result in a material decline in the Company’s business received from them. Additionally, the Company may face an increased risk of its 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: Schedule of Basic and Diluted Earnings Per Share Calculation For the three months For the six months December 31, December 31, 2020 2019 2020 2019 Basic weighted average shares outstanding 17,217,948 15,222,870 17,215,817 12,439,860 Dilutive effect of restricted stock awards (participating securities) - - - - Denominator for basic earnings per share 17,217,948 15,222,870 17,215,817 12,439,860 Dilutive effect of stock options - - - - Diluted weighted average shares outstanding 17,217,948 15,222,870 17,215,817 12,439,860 Diluted EPS for the three and six months ended December 31, 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 212,027 and 408,926 shares of common stock for the three months ended December 31, 2020 and 2019, respectively, and the dilutive effect of options to purchase 214,641 and 466,412 shares of common stock for the six months ended December 31, 2020 and 2019, respectively. Also excluded from the calculation of earnings per share for the three and six months ended December 31, 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. Critical Accounting Policies and Use of Estimates Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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 | 6 Months Ended |
Dec. 31, 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 utilizes 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, Therion and TheraGenesis, and from product supply and 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, SonaStar, and SonicOne 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: Schedule of Disaggregate Revenue by Sales Channel and Geographic Location For the three months ended For the six months ended December 31, December 31, 2020 2019 2020 2019 Total Surgical $ 10,119,125 $ 9,988,559 $ 19,218,588 $ 19,599,856 Wound 8,137,285 9,733,427 16,773,164 11,268,052 Total $ 18,256,410 $ 19,721,986 $ 35,991,752 $ 30,867,908 Domestic: Surgical $ 6,771,467 $ 5,652,381 $ 12,986,637 $ 10,767,402 Wound 8,054,039 9,606,332 16,582,280 11,036,219 Total $ 14,825,506 $ 15,258,713 $ 29,568,917 $ 21,803,621 International: Surgical $ 3,347,658 $ 4,336,178 $ 6,231,951 $ 8,832,454 Wound 83,246 127,095 190,884 231,833 Total $ 3,430,904 $ 4,463,273 $ 6,422,835 $ 9,064,287 The Company’s international sales include a concentration in China, aggregating $ 0.7 million and $ 1.0 million for the three and six months ended December 31, 2020, respectively, and $ 1.6 million and $ 3.1 million for the three and six months ended December 31, 2019, respectively. Beginning with the quarter ended March 31, 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, Therion, and TheraGenesis 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 | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The Company follows a three-level fair value hierarchy that prioritizes the inputs to measure the fair value of the Company’s financial instruments. This hierarchy requires entities to maximize the use of “observable inputs” and minimize the use of “unobservable inputs.” The three levels of inputs that the Company uses to measure fair value are as follows: Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets as of the measurement date. Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Significant unobservable inputs that reflect assumptions that market participants would use in pricing an asset or liability. At December 31, 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 | 6 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories are summarized as follows: Schedule of Inventories 2020 2020 December 31, June 30, 2020 2020 Raw material $ 7,598,133 $ 7,000,453 Work-in-process 144,860 467,037 Finished goods 6,027,729 6,813,034 Inventory, gross 13,770,722 14,280,524 Less obsolescence reserve (548,460 ) (269,840 ) Inventory, net $ 13,222,262 $ 14,010,684 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 5. Property, Plant and Equipment Depreciation and amortization of property, plant and equipment was $ 1.4 million and $ 1.0 million for the six months ended December 31, 2020 and 2019, respectively. Inventory items used for demonstration purposes, subject to a rental agreement or provided on consignment are included in property, plant and equipment and are depreciated using the straight-line method over estimated useful lives of 3 to 5 years. Depreciation of generators that are consigned to customers is expensed over a 5 -year period, and depreciation is charged to selling expenses. |
Goodwill
Goodwill | 6 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill Under accounting guidelines, goodwill is not amortized, but must be tested for impairment annually, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below the carrying amount. The Company reviews goodwill for impairment annually and whenever events or changes indicate that the carrying value of an asset may not be recoverable. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, or sale or disposition of significant assets or products. Application of these impairment tests requires significant judgments, including estimation of cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Company’s business, the useful lives over which cash flows will occur and determination of the Company’s weighted average cost of capital. The Company 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 test during the six months ended December 31, 2020. There were no goodwill impairments recorded during the three and six months ended December 31, 2020 and 2019. Schedule of Goodwill Surgical Wound Total Balance as of June 30, 2019 $ 1,701,094 $ - $ 1,701,094 Acquisition of Solsys - 109,086,682 109,086,682 Purchase price accounting adjustments - (253,517 ) (253,517 ) Goodwill (gross) 1,701,094 108,833,165 110,534,259 Accumulated impairment losses - - - Balance as of December 31, 2019 $ 1,701,094 $ 108,833,165 $ 110,534,259 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 December 31, 2020 $ 1,701,094 $ 106,533,570 $ 108,234,664 |
Patents
Patents | 6 Months Ended |
Dec. 31, 2020 | |
Patents | |
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 $ 0.8 million and $ 0.8 million at December 31, 2020 and June 30, 2020, respectively. Amortization expense for the six months ended December 31, 2020 and 2019 was $ 72,000 and $ 63,000 , respectively. The following is a schedule of estimated future patent amortization expenses by fiscal year as of December 31, 2020: Schedule of Future Patent Amortization Expenses 2021 $ 71,480 2022 94,813 2023 93,681 2024 84,713 2025 77,690 Thereafter 363,630 $ 786,007 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets In connection with the Solsys Acquisition, the Company acquired intangible assets primarily consisting of customer relationships, trade names and non-competition agreements. Amortization expense for the six months ended December 31, 2020 and 2019 were $ 0.8 million and $ 0.4 , respectively. The table below summarizes the intangible assets acquired: Summary of Intangible Assets December 31, 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 (2,014,583 ) (1,218,864 ) Net intangible assets $ 20,485,417 $ 21,281,136 The following is a schedule of estimated future intangible asset amortization expense by fiscal year as of December 31, 2020: Schedule of Estimated Future Intangible Asset Amortization Expense 2021 $ 744,924 2022 1,489,848 2023 1,489,848 2024 1,489,848 2025 1,489,848 Thereafter 13,781,101 $ 20,485,417 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 9. Accrued Expenses and Other Current Liabilities The following summarizes accrued expenses and other current liabilities: Schedule of Accrued Expenses and Other Current Liabilities 2020 2020 December 31, June 30, 2020 2020 Accrued payroll, payroll taxes and vacation $ 2,412,807 $ 2,277,752 Accrued bonus 927,854 417,000 Accrued commissions 1,179,627 1,678,966 Professional fees 168,996 355,145 Vendor, tax and other accruals 2,386,115 2,786,888 Accrued expenses and other current liabilities $ 7,075,399 $ 7,515,751 |
Stock-based Compensation Plans
Stock-based Compensation Plans | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stock-based Compensation Plans | 10. Stock-based Compensation Plans Stock Option Awards For the three and six months ended December 31, 2020 and 2019, the compensation cost relating to stock option awards that has been charged against income for the Company’s stock option plans, excluding the compensation cost for restricted stock, was $ 0.6 million and $ 1.3 million, and $ 0.3 million and $ 0.5 million, respectively. As of December 31, 2020, there was approximately $ 6.1 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements to be recognized over a weighted-average period of 2.7 years, which includes $ 0.4 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 four years 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 48,000 and 185,500 shares granted during the six months ended December 30, 2020 and 2019, respectively. The fair value was estimated based on the weighted average assumptions of: Schedule of Weighted Average Fair Value at Date of Grant for Options For the three months ended December 31, 2020 2020 2019 Risk-free interest rates 0.44 % 1.67 % Expected option life in years 5.73 6.25 Expected stock price volatility 59.32 % 54.69 % Expected dividend yield 0 % 0 % A summary of option activity under the Company’s equity plans as of December 31, 2020, and changes during the six months ended December 31, 2020 is presented below: Schedule of Option Activity 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 48,000 13.37 Exercised (8,313 ) 2.88 Forfeited (37,921 ) 10.56 Expired - - Outstanding as of December 31, 2020 1,779,836 $ 11.92 $ 3,787,095 Vested and exercisable at December 31, 2020 911,824 $ 10.25 $ 2,816,404 The number and weighted-average grant-date fair value of stock options which vested during the six months ended December 31, 2020 was 237,535 and $ 7.07 , respectively. The number and weighted-average grant-date fair value of non-vested stock options at December 31, 2020 was 868,012 and $ 7.31 , 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 and six months ended December 31, 2020 and 2019 related to these awards was $ 0.1 million and $ 0.2 million, and $ 0.1 million and $ 0.2 million, respectively. As of December 31, 2020, there was approximately $ 0.4 million of total unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.6 years. The awards contain a combination of vesting terms that include time vesting, performance vesting relating to revenue achievement, and market vesting related to obtaining certain levels of Company stock prices. At December 31, 2020, the Company has estimated that it is probable that the performance conditions of the outstanding awards will be met. As of December 31, 2020, 240,200 shares from this set of awards have vested. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Leases The Company has entered into operating leases primarily for real estate and office copiers. These leases generally have terms that range from 1 year to 6 years. These operating leases are included in “Lease right-of-use assets” on the Company’s Condensed Consolidated Balance Sheets 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 Condensed Consolidated Balance sheets. 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 December 31, 2020, total right-of-use assets and operating lease liabilities were approximately $ 1.2 million and $ 1.2 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 12 months or less. These leases are not recorded on the Company’s Condensed Consolidated Balance sheet. All operating lease expense is recognized on a straight-line basis over the lease term. During the six months ended December 31, 2020 and 2019, the Company recognized approximately $ 0.3 million and $ 0.2 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 leases entered into during the six months ended December 31, 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 Schedule of Information Related to Right-of-use Assets and Related Lease Liabilities Six months ended December 31, 2020 2019 Cash paid for operating lease liabilities $ 294,742 $ 203,449 Right of use assets obtained in exchange for new operating lease obligations $ 338,101 $ 1,301,009 December 31, 2020 2019 Weighted-average remaining lease term (in years) 2.96 4.00 Weighted-average discount rate 10.6 % 10.5 % Maturities of lease liabilities as of December 31, 2020 were as follows: Schedule of Future Minimum Lease Payments Dec 31, 2020 2021 303,339 2022 494,092 2023 273,917 2024 274,512 2025 129,211 Thereafter 1,643 Total payments 1,476,714 Less imputed interest (228,130 ) Total lease liabilities $ 1,248,584 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 the Company, 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 | 6 Months Ended |
Dec. 31, 2020 | |
Financing Arrangements | |
Financing Arrangements | 12. Financing Arrangements Notes payable consists of the following as of December 31, 2020 and June 30, 2020: Schedule of Note Payable December 31, June 30, 2020 2020 Revolving credit facility $ 8,600,000 $ 8,400,000 PPP Note Payable 5,199,487 5,199,487 Term loans 30,095,762 30,095,762 43,895,249 43,695,249 Less current portion of notes payable (2,888,604 ) (5,099,744 ) Notes payable $ 41,006,645 $ 38,595,505 Following are the scheduled maturities of the notes payable for the twelve-month periods ending June 30: Scheduled Maturities of Notes Payable Dec, 31, 20 2021 $ - 2022 6,449,487 2023 13,600,000 2024 5,000,000 2025 18,845,762 Total $ 43,895,249 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. 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 December 31, 2020, the outstanding principal balance of the New Credit Facility is $ 8.6 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, a maturity date of June 30, 2023 , and an interest rate that 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 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 to 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. On December 16, 2020 the parties further amended the SWK Credit Agreement to, among other things, (1) modify the interest payable to accrue interest at a variable rate of the greater of 2.0% or the three-month LIBOR, with a maximum variable rate of 3%, plus a margin of between 7.5% and 10.25% (depending on the Company’s EBITDA or market capitalization), (2) extend the interest only period such that quarterly principal payments of $ 1.25 million will begin in May, 2022, (3) extend the maturity date to June 30, 2024 , (4) increase the exit fee to 2.0% of the principal amount of all loans advanced to the Company, and (5) extend the period during which the Company is obligated to pay a prepayment penalty to March, 2023. The Company may prepay the loans subject to a prepayment fee of (a) 3.2% of the amount prepaid if such prepayment is made prior to September 27, 2021, (b) 1.00% of the amount prepaid if such prepayment is made on or after September 27, 2021 and prior to March 31, 2023 or (c) $0 if such prepayment is made on or after March 31, 2023. As of December 31, 2020, the outstanding principal balance of the term loans under the Amended SWK Credit Agreement is approximately $ 30.1 million. 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 12 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 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% . In October 2020, the SBA released guidance that allows borrowers an additional ten months of deferral of the start of principal and interest payments. Therefore, interest and principal payments are now deferred for the first sixteen 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 | 6 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Minoan Medical (Pty) Ltd. (“Minoan”) (formerly Applied BioSurgical) is an independent distributor for the Company in South Africa. The chief executive officer of Minoan is also the brother of Stavros G. Vizirgianakis, the Company’s Chief Executive Officer. Set forth below is a table showing the Company’s net revenues for the six months ended December 31, 2020 and 2019 and accounts receivable at December 31, 2020 and 2019 with Minoan: Schedule of Net Sales and Accounts Receivables For the six months ended December 31, 2020 2019 Sales $ 850,838 $ 1,060,248 Accounts receivable $ 554,160 $ 367,132 |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes There was no the three and six months ended December 31, 2020, and the three months ended December 31, 2019. For the six months ended December 31, 2019, the Company recorded an income tax benefit of $ 4.1 million. For the three and six months ended December 31, 2020 and 2019, the effective rate of 0% and 0% , and 0% and 55% , respectively, 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 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 | 6 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | 15. Segment Reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision-maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance of the segment. Starting with the quarter ended March 31, 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 quarter ended March 31, 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 neXus, BoneScalpel, and SonaStar products and the Wound segment consists of the Company’s SonicOne, TheraSkin, Therion and TheraGenesis 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: Schedule of Segment Gross Profit and Gross Profit Margin Surgical Wound Consolidated For the three months ended December 31, 2020 Total revenue $ 10,119,125 $ 8,137,285 $ 18,256,410 Gross profit $ 7,087,955 $ 5,903,756 $ 12,991,711 Surgical Wound Consolidated For the six months ended December 31, 2020 Total revenue $ 19,218,588 $ 16,773,164 $ 35,991,752 Gross profit $ 13,399,357 $ 12,217,095 $ 25,616,452 Surgical Wound Consolidated For the three months ended December 31, 2019 Total revenue $ 9,988,559 $ 9,733,427 $ 19,721,986 Gross profit $ 6,711,081 $ 7,065,797 $ 13,776,878 Surgical Wound Consolidated For the six months ended December 31, 2019 Total revenue $ 19,599,856 $ 11,268,052 $ 30,867,908 Gross profit $ 13,413,101 $ 8,273,052 $ 21,686,153 Worldwide revenue for the Company’s products is categorized as follows: Schedule of Revenue For the three months ended For the six months ended December 31, December 31, 2020 2019 2020 2019 Domestic $ 14,825,506 $ 15,258,713 $ 29,568,917 $ 21,803,621 International 3,430,904 4,463,273 6,422,835 9,064,287 Total $ 18,256,410 $ 19,721,986 $ 35,991,752 $ 30,867,908 All of the Company’s long-lived assets are located in the United States. The Company’s international revenue includes a concentration in China, aggregating $ 0.7 million and $ 1.0 million for the three and six months ended December 31, 2020, respectively, and $ 1.6 million and $ 3.1 million for the three and six months ended December 31, 2019, respectively. |
Acquisitions Solsys Medical, LL
Acquisitions Solsys Medical, LLC | 6 Months Ended |
Dec. 31, 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, the Company incurred business transaction costs in connection with the acquisition of $ 4.5 million. Of these transaction costs, $ 3.1 million were charged to general and administrative expenses on the Condensed 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 six months ended December 31, 2019, transaction costs expensed in general and administrative expenses were $ 1.8 million. As of December 31, 2019, transaction costs capitalized to additional paid in capital were $ 1.4 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 purchase price allocation of the Solsys acquisition was completed as of September 30, 2020, and is shown in the following table: Schedule of Preliminary Purchase Price Allocation Dec 31, 2020 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 estimates and assumptions that management believes are reasonable. 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: Schedule of Intangible Assets December 31, 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 (2,014,583 ) (1,218,864 ) Net intangible assets $ 20,485,417 $ 21,281,136 Solsys’ operations were consolidated with those of the Company for the period September 27, 2019 through December 31, 2020. Had the acquisition occurred as of the beginning of fiscal 2018, revenue and net loss, on a pro forma basis excluding transaction fees and the one-time tax benefit, for the combined company would have been as follows: Schedule of Revenue and Net Loss, on Pro Forma Basis For the six months ended December 31, 2020 2019 Revenue $ 35,991,752 $ 39,212,703 Net loss $ (6,243,249 ) $ (9,246,809 ) Pro forma net loss for the six months ended December 31, 2019 was adjusted to 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, offset by acquisition-related costs. |
Basis of Presentation, Organi_2
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 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 Condensed Consolidated 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 Condensed Consolidated 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, markets, sells and distributes minimally invasive surgical ultrasonic medical devices and markets, sells and distributes skin allografts and wound care products used to support healing of wounds, and which complement 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 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. The Company’s current ultrasonic applications; BoneScalpel, SonaStar and SonicOne all work on the neXus generator. This allows a hospital to access all of the Company’s product offerings on this all in one console. neXus received FDA 510(k) clearance in June 2019 and received its CE mark clearance 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 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 soft tissue. The SonaStar has been used for a wide variety of surgical procedures applying both open and minimally invasive approaches, including neurosurgery and general 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 needed to heal wounds, including living cells, growth factors, and a collagen matrix. 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. TheraGenesis® TheraGenesis is a Bilayer Wound Matrix and Meshed Bilayer Wound Matrix consisting of a porcine collagen sponge layer and a silicone film layer that provides a scaffold for cellular invasion and capillary growth for management of wounds including partial and full-thickness wounds, chronic wounds, surgical wounds, trauma wounds and draining wounds. The Company obtains TheraGenesis under an exclusive supply and distribution agreement with Gunze Limited that gives the Company exclusive rights to distribute the product in the United States. Sales and Distribution; Reportable Segments 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 neXus, BoneScalpel and SonaStar products) and the Wound segment (consisting of its SonicOne, TheraSkin, Therion , and TheraGenesis products). The Company’s sales force also operates as two |
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 continues to rapidly evolve. 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 Condensed Consolidated Financial Statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations is uncertain. |
Acquisition of Solsys Medical, LLC | Acquisition of Solsys Medical, LLC On September 27, 2019, the Company completed the acquisition (the “Solsys Acquisition”) of Solsys Medical, LLC (“Solsys”), a privately held regenerative medical company, in an all-stock transaction valued at approximately $ 109 million. Solsys is the exclusive marketer and distributor of TheraSkin in the United States, through an agreement with LifeNet Health (“LifeNet”). Solsys owns the TheraSkin® brand name, which was commercially launched in January 2010. 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. 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. |
Major Customers and Concentration of Credit Risk | Major Customers and Concentration of Credit Risk For the three months ended December 31, 2020, the Company had one customer in the Surgical segment with revenues of $ 2.3 million that exceeded 10% of total revenue. For the six months ended December 31, 2020 and the three and six months ended December 31, 2019, the Company did not have any customers exceeding 10% of total revenue. At December 31, 2020 and June 30, 2020, the Company’s accounts receivable with customers outside the United States were approximately $ 1.5 million and $ 2.0 million, respectively, and $ 0.5 million and $ 0.8 million were over 90 days past due at December 31, 2020 and June 30, 2020. If one or more of the Company’s major customers continues to be adversely affected by COVID-19 or otherwise as a result of the current market environment, that may result in a material decline in the Company’s business received from them. Additionally, the Company may face an increased risk of its 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: Schedule of Basic and Diluted Earnings Per Share Calculation For the three months For the six months December 31, December 31, 2020 2019 2020 2019 Basic weighted average shares outstanding 17,217,948 15,222,870 17,215,817 12,439,860 Dilutive effect of restricted stock awards (participating securities) - - - - Denominator for basic earnings per share 17,217,948 15,222,870 17,215,817 12,439,860 Dilutive effect of stock options - - - - Diluted weighted average shares outstanding 17,217,948 15,222,870 17,215,817 12,439,860 Diluted EPS for the three and six months ended December 31, 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 212,027 and 408,926 shares of common stock for the three months ended December 31, 2020 and 2019, respectively, and the dilutive effect of options to purchase 214,641 and 466,412 shares of common stock for the six months ended December 31, 2020 and 2019, respectively. Also excluded from the calculation of earnings per share for the three and six months ended December 31, 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. Critical Accounting Policies and Use of Estimates |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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) | 6 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share Calculation | 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: Schedule of Basic and Diluted Earnings Per Share Calculation For the three months For the six months December 31, December 31, 2020 2019 2020 2019 Basic weighted average shares outstanding 17,217,948 15,222,870 17,215,817 12,439,860 Dilutive effect of restricted stock awards (participating securities) - - - - Denominator for basic earnings per share 17,217,948 15,222,870 17,215,817 12,439,860 Dilutive effect of stock options - - - - Diluted weighted average shares outstanding 17,217,948 15,222,870 17,215,817 12,439,860 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Dec. 31, 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: Schedule of Disaggregate Revenue by Sales Channel and Geographic Location For the three months ended For the six months ended December 31, December 31, 2020 2019 2020 2019 Total Surgical $ 10,119,125 $ 9,988,559 $ 19,218,588 $ 19,599,856 Wound 8,137,285 9,733,427 16,773,164 11,268,052 Total $ 18,256,410 $ 19,721,986 $ 35,991,752 $ 30,867,908 Domestic: Surgical $ 6,771,467 $ 5,652,381 $ 12,986,637 $ 10,767,402 Wound 8,054,039 9,606,332 16,582,280 11,036,219 Total $ 14,825,506 $ 15,258,713 $ 29,568,917 $ 21,803,621 International: Surgical $ 3,347,658 $ 4,336,178 $ 6,231,951 $ 8,832,454 Wound 83,246 127,095 190,884 231,833 Total $ 3,430,904 $ 4,463,273 $ 6,422,835 $ 9,064,287 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories are summarized as follows: Schedule of Inventories 2020 2020 December 31, June 30, 2020 2020 Raw material $ 7,598,133 $ 7,000,453 Work-in-process 144,860 467,037 Finished goods 6,027,729 6,813,034 Inventory, gross 13,770,722 14,280,524 Less obsolescence reserve (548,460 ) (269,840 ) Inventory, net $ 13,222,262 $ 14,010,684 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Schedule of Goodwill Surgical Wound Total Balance as of June 30, 2019 $ 1,701,094 $ - $ 1,701,094 Acquisition of Solsys - 109,086,682 109,086,682 Purchase price accounting adjustments - (253,517 ) (253,517 ) Goodwill (gross) 1,701,094 108,833,165 110,534,259 Accumulated impairment losses - - - Balance as of December 31, 2019 $ 1,701,094 $ 108,833,165 $ 110,534,259 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 December 31, 2020 $ 1,701,094 $ 106,533,570 $ 108,234,664 |
Patents (Tables)
Patents (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Patents | |
Schedule of Future Patent Amortization Expenses | Schedule of Future Patent Amortization Expenses 2021 $ 71,480 2022 94,813 2023 93,681 2024 84,713 2025 77,690 Thereafter 363,630 $ 786,007 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Summary of Intangible Assets December 31, 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 (2,014,583 ) (1,218,864 ) Net intangible assets $ 20,485,417 $ 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 December 31, 2020: Schedule of Estimated Future Intangible Asset Amortization Expense 2021 $ 744,924 2022 1,489,848 2023 1,489,848 2024 1,489,848 2025 1,489,848 Thereafter 13,781,101 $ 20,485,417 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | The following summarizes accrued expenses and other current liabilities: Schedule of Accrued Expenses and Other Current Liabilities 2020 2020 December 31, June 30, 2020 2020 Accrued payroll, payroll taxes and vacation $ 2,412,807 $ 2,277,752 Accrued bonus 927,854 417,000 Accrued commissions 1,179,627 1,678,966 Professional fees 168,996 355,145 Vendor, tax and other accruals 2,386,115 2,786,888 Accrued expenses and other current liabilities $ 7,075,399 $ 7,515,751 |
Stock-based Compensation Plans
Stock-based Compensation Plans (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Weighted Average Fair Value at Date of Grant for Options | Schedule of Weighted Average Fair Value at Date of Grant for Options For the three months ended December 31, 2020 2020 2019 Risk-free interest rates 0.44 % 1.67 % Expected option life in years 5.73 6.25 Expected stock price volatility 59.32 % 54.69 % Expected dividend yield 0 % 0 % |
Schedule of Option Activity | A summary of option activity under the Company’s equity plans as of December 31, 2020, and changes during the six months ended December 31, 2020 is presented below: Schedule of Option Activity 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 48,000 13.37 Exercised (8,313 ) 2.88 Forfeited (37,921 ) 10.56 Expired - - Outstanding as of December 31, 2020 1,779,836 $ 11.92 $ 3,787,095 Vested and exercisable at December 31, 2020 911,824 $ 10.25 $ 2,816,404 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Dec. 31, 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 Schedule of Information Related to Right-of-use Assets and Related Lease Liabilities Six months ended December 31, 2020 2019 Cash paid for operating lease liabilities $ 294,742 $ 203,449 Right of use assets obtained in exchange for new operating lease obligations $ 338,101 $ 1,301,009 December 31, 2020 2019 Weighted-average remaining lease term (in years) 2.96 4.00 Weighted-average discount rate 10.6 % 10.5 % |
Schedule of Future Minimum Lease Payments | Maturities of lease liabilities as of December 31, 2020 were as follows: Schedule of Future Minimum Lease Payments Dec 31, 2020 2021 303,339 2022 494,092 2023 273,917 2024 274,512 2025 129,211 Thereafter 1,643 Total payments 1,476,714 Less imputed interest (228,130 ) Total lease liabilities $ 1,248,584 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Financing Arrangements | |
Schedule of Note Payable | Notes payable consists of the following as of December 31, 2020 and June 30, 2020: Schedule of Note Payable December 31, June 30, 2020 2020 Revolving credit facility $ 8,600,000 $ 8,400,000 PPP Note Payable 5,199,487 5,199,487 Term loans 30,095,762 30,095,762 43,895,249 43,695,249 Less current portion of notes payable (2,888,604 ) (5,099,744 ) Notes payable $ 41,006,645 $ 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: Scheduled Maturities of Notes Payable Dec, 31, 20 2021 $ - 2022 6,449,487 2023 13,600,000 2024 5,000,000 2025 18,845,762 Total $ 43,895,249 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Dec. 31, 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 six months ended December 31, 2020 and 2019 and accounts receivable at December 31, 2020 and 2019 with Minoan: Schedule of Net Sales and Accounts Receivables For the six months ended December 31, 2020 2019 Sales $ 850,838 $ 1,060,248 Accounts receivable $ 554,160 $ 367,132 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Gross Profit and Gross Profit Margin | Segment gross profit include: Schedule of Segment Gross Profit and Gross Profit Margin Surgical Wound Consolidated For the three months ended December 31, 2020 Total revenue $ 10,119,125 $ 8,137,285 $ 18,256,410 Gross profit $ 7,087,955 $ 5,903,756 $ 12,991,711 Surgical Wound Consolidated For the six months ended December 31, 2020 Total revenue $ 19,218,588 $ 16,773,164 $ 35,991,752 Gross profit $ 13,399,357 $ 12,217,095 $ 25,616,452 Surgical Wound Consolidated For the three months ended December 31, 2019 Total revenue $ 9,988,559 $ 9,733,427 $ 19,721,986 Gross profit $ 6,711,081 $ 7,065,797 $ 13,776,878 Surgical Wound Consolidated For the six months ended December 31, 2019 Total revenue $ 19,599,856 $ 11,268,052 $ 30,867,908 Gross profit $ 13,413,101 $ 8,273,052 $ 21,686,153 |
Schedule of Revenue | Worldwide revenue for the Company’s products is categorized as follows: Schedule of Revenue For the three months ended For the six months ended December 31, December 31, 2020 2019 2020 2019 Domestic $ 14,825,506 $ 15,258,713 $ 29,568,917 $ 21,803,621 International 3,430,904 4,463,273 6,422,835 9,064,287 Total $ 18,256,410 $ 19,721,986 $ 35,991,752 $ 30,867,908 |
Acquisitions Solsys Medical, _2
Acquisitions Solsys Medical, LLC (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The purchase price allocation of the Solsys acquisition was completed as of September 30, 2020, and is shown in the following table: Schedule of Preliminary Purchase Price Allocation Dec 31, 2020 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 | Schedule of Intangible Assets December 31, 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 (2,014,583 ) (1,218,864 ) Net intangible assets $ 20,485,417 $ 21,281,136 |
Schedule of Revenue and Net Loss, on Pro Forma Basis | Schedule of Revenue and Net Loss, on Pro Forma Basis For the six months ended December 31, 2020 2019 Revenue $ 35,991,752 $ 39,212,703 Net loss $ (6,243,249 ) $ (9,246,809 ) |
Schedule of Basic and Diluted E
Schedule of Basic and Diluted Earnings Per Share Calculation (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Basic weighted average shares outstanding | 17,217,948 | 15,222,870 | 17,215,817 | 12,439,860 |
Dilutive effect of restricted stock awards (participating securities) | ||||
Denominator for basic earnings per share | 17,217,948 | 15,222,870 | 17,215,817 | 12,439,860 |
Dilutive effect of stock options | ||||
Diluted weighted average shares outstanding | 17,217,948 | 15,222,870 | 17,215,817 | 12,439,860 |
Basis of Presentation, Organi_4
Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies (Details Narrative) | Sep. 27, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)Segmentsshares | Dec. 31, 2019USD ($)shares | Jun. 30, 2020USD ($)$ / shares |
Entity Listings [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | |||||
Number of operating segments | Segments | 2 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 108,643,710 | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 18,256,410 | $ 19,721,986 | $ 35,991,752 | $ 30,867,908 | |||
Equity Option [Member] | |||||||
Entity Listings [Line Items] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 212,027 | 408,926 | 214,641 | 466,412 | |||
Over 90 Days [Member] | |||||||
Entity Listings [Line Items] | |||||||
Accounts Receivable, after Allowance for Credit Loss | $ 500,000 | $ 500,000 | $ 800,000 | ||||
Non-US [Member] | |||||||
Entity Listings [Line Items] | |||||||
Accounts Receivable, after Allowance for Credit Loss | 1,500,000 | 1,500,000 | $ 2,000,000 | ||||
Surgical [Member] | |||||||
Entity Listings [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 10,119,125 | $ 9,988,559 | $ 19,218,588 | $ 19,599,856 | |||
One Customers [Member] | Surgical [Member] | |||||||
Entity Listings [Line Items] | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,300,000 | ||||||
Solsys Medical, LLC [Member] | |||||||
Entity Listings [Line Items] | |||||||
Stock Issued During Period, Value, Acquisitions | $ 109,000,000 | ||||||
Stock Issued During Period, Shares, Acquisitions | shares | 5,703,082 | ||||||
Business Acquisition, Transaction Costs | $ 4,500,000 | ||||||
Additional Paid in Capital | $ 1,400,000 | ||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | ||||||
Reclassification amount of common stock and additional paid in capital | $ 151,964 | ||||||
Solsys Medical, LLC [Member] | Solsys Shareholders [Member] | |||||||
Entity Listings [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 64.00% | ||||||
Solsys Medical, LLC [Member] | Solsys Unitholders [Member] | |||||||
Entity Listings [Line Items] | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 36.00% | ||||||
Misonix Opco, Inc [Member] | |||||||
Entity Listings [Line Items] | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 |
Schedule of Disaggregate Revenu
Schedule of Disaggregate Revenue by Sales Channel and Geographic Location (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | $ 18,256,410 | $ 19,721,986 | $ 35,991,752 | $ 30,867,908 |
Geographic Distribution, Domestic [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | 14,825,506 | 15,258,713 | 29,568,917 | 21,803,621 |
Geographic Distribution, Foreign [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | 3,430,904 | 4,463,273 | 6,422,835 | 9,064,287 |
Surgical [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | 10,119,125 | 9,988,559 | 19,218,588 | 19,599,856 |
Surgical [Member] | Geographic Distribution, Domestic [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | 6,771,467 | 5,652,381 | 12,986,637 | 10,767,402 |
Surgical [Member] | Geographic Distribution, Foreign [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | 3,347,658 | 4,336,178 | 6,231,951 | 8,832,454 |
Wound [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | 8,137,285 | 9,733,427 | 16,773,164 | 11,268,052 |
Wound [Member] | Geographic Distribution, Domestic [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | 8,054,039 | 9,606,332 | 16,582,280 | 11,036,219 |
Wound [Member] | Geographic Distribution, Foreign [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Total | $ 83,246 | $ 127,095 | $ 190,884 | $ 231,833 |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 18,256,410 | $ 19,721,986 | $ 35,991,752 | $ 30,867,908 |
CHINA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 700,000 | $ 1,600,000 | $ 1,000,000 | $ 3,100,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 7,598,133 | $ 7,000,453 |
Work-in-process | 144,860 | 467,037 |
Finished goods | 6,027,729 | 6,813,034 |
Inventory, gross | 13,770,722 | 14,280,524 |
Less obsolescence reserve | (548,460) | (269,840) |
Inventory, net | $ 13,222,262 | $ 14,010,684 |
Property, Plant and Equipment (
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization | $ 1.4 | $ 1 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Minimum [Member] | Customer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 5 years |
Schedule of Goodwill (Details)
Schedule of Goodwill (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Financing Receivable, Nonaccrual [Line Items] | ||
Beginning balance, goodwill | $ 108,310,350 | $ 1,701,094 |
Beginning balance, goodwill | 109,086,682 | |
Beginning balance, goodwill | (75,686) | (253,517) |
Beginning balance, goodwill | 108,234,664 | 110,534,259 |
Beginning balance, goodwill | ||
Beginning balance, goodwill | 108,234,664 | 110,534,259 |
Surgical [Member] | ||
Financing Receivable, Nonaccrual [Line Items] | ||
Beginning balance, goodwill | 1,701,094 | 1,701,094 |
Beginning balance, goodwill | ||
Beginning balance, goodwill | ||
Beginning balance, goodwill | 1,701,094 | 1,701,094 |
Beginning balance, goodwill | ||
Beginning balance, goodwill | 1,701,094 | 1,701,094 |
Wound [Member] | ||
Financing Receivable, Nonaccrual [Line Items] | ||
Beginning balance, goodwill | 106,609,256 | |
Beginning balance, goodwill | 109,086,682 | |
Beginning balance, goodwill | (75,686) | (253,517) |
Beginning balance, goodwill | 106,533,570 | 108,833,165 |
Beginning balance, goodwill | ||
Beginning balance, goodwill | $ 106,533,570 | $ 108,833,165 |
Schedule of Future Patent Amort
Schedule of Future Patent Amortization Expenses (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Patents | ||
2021 | $ 71,480 | |
2022 | 94,813 | |
2023 | 93,681 | |
2024 | 84,713 | |
2025 | 77,690 | |
Thereafter | 363,630 | |
Total | $ 786,007 | $ 784,318 |
Patents (Details Narrative)
Patents (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Patents | |||
Estimated useful lives of patent | 17 years | ||
Accumulated amortization of patents | $ 800,000 | $ 800,000 | |
Amortization expense | $ 72,000 | $ 63,000 |
Summary of Intangible Assets (D
Summary of Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Less accumulated amortization | $ 1,413,910 | $ 1,341,976 |
Net intangible assets | 786,007 | 784,318 |
Solsys Acquisition [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | 22,500,000 | 22,500,000 |
Less accumulated amortization | (2,014,583) | (1,218,864) |
Net intangible assets | 20,485,417 | 21,281,136 |
Solsys Acquisition [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 9,500,000 | 9,500,000 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |
Solsys Acquisition [Member] | Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 12,800,000 | 12,800,000 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |
Solsys Acquisition [Member] | Non-Competition Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 200,000 | $ 200,000 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year |
Schedule of Estimated Future In
Schedule of Estimated Future Intangible Asset Amortization Expense (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
2021 | $ 71,480 | |
2022 | 94,813 | |
2023 | 93,681 | |
2024 | 84,713 | |
2025 | 77,690 | |
Thereafter | 363,630 | |
Total | 786,007 | $ 784,318 |
Solsys Acquisition [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
2021 | 744,924 | |
2022 | 1,489,848 | |
2023 | 1,489,848 | |
2024 | 1,489,848 | |
2025 | 1,489,848 | |
Thereafter | 13,781,101 | |
Total | $ 20,485,417 | $ 21,281,136 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 0.8 | $ 0.4 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Payables and Accruals [Abstract] | ||
Accrued payroll, payroll taxes and vacation | $ 2,412,807 | $ 2,277,752 |
Accrued bonus | 927,854 | 417,000 |
Accrued commissions | 1,179,627 | 1,678,966 |
Professional fees | 168,996 | 355,145 |
Vendor, tax and other accruals | 2,386,115 | 2,786,888 |
Accrued expenses and other current liabilities | $ 7,075,399 | $ 7,515,751 |
Schedule of Weighted Average Fa
Schedule of Weighted Average Fair Value at Date of Grant for Options (Details) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Risk-free interest rates | 0.44% | 1.67% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 8 months 23 days | 6 years 3 months |
Expected stock price volatility | 59.32% | 54.69% |
Expected dividend yield | 0.00% | 0.00% |
Schedule of Option Activity (De
Schedule of Option Activity (Details) | 6 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Equity [Abstract] | |
Outstanding Shares, Outstanding, Beginning balance | shares | 1,778,070 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 11.81 |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ | $ 5,164,938 |
Outstanding Shares, Vested and exercisable, Beginning balance | shares | 683,442 |
Weighted Average Exercise Price, Vested and exercisable, Beginning balance | $ / shares | $ 9.16 |
Aggregate Intrinsic Value, Vested and exercisable, Beginning balance | $ | $ 3,156,051 |
Outstanding Shares, Granted | shares | 48,000 |
Weighted Average Exercise Price, Granted | $ / shares | $ 13.37 |
Outstanding Shares, Exercised | shares | (8,313) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 2.88 |
Outstanding Shares, Forfeited | shares | (37,921) |
Weighted Average Exercise Price, Forfeited | $ / shares | $ 10.56 |
Outstanding Shares, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Outstanding Shares, Outstanding, Ending balance | shares | 1,779,836 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 11.92 |
Aggregate Intrinsic Value, Outstanding, Ending balance | $ | $ 3,787,095 |
Outstanding Shares, Vested and exercisable, Ending balance | shares | 911,824 |
Weighted Average Exercise Price, Vested and exercisable, Ending balance | $ / shares | $ 10.25 |
Aggregate Intrinsic Value, Vested and exercisable, Ending balance | $ | $ 2,816,404 |
Stock-based Compensation Plan_2
Stock-based Compensation Plans (Details Narrative) - USD ($) | Dec. 15, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted Stock or Unit Expense | $ 600,000 | $ 300,000 | $ 1,300,000 | $ 500,000 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 6,100,000 | $ 6,100,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 2 years 8 months 12 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 8 months 23 days | 6 years 3 months | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 59.32% | 54.69% | |||
Share-based Payment Arrangement, Noncash Expense | $ 1,519,144 | $ 749,736 | |||
Equity Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 48,000 | 185,500 | |||
Weighted-average grant-date fair value of non-vested stock options | 237,535 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 7.07 | $ 7.07 | |||
Non-Vested Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average grant-date fair value of non-vested stock options | 868,012 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ 7.31 | $ 7.31 | |||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 400,000 | $ 400,000 | |||
Stock option vesting rights | These awards vest over a period of up to five years, subject to meeting certain service, performance and market conditions. | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 9.60 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.60% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.10% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 66.50% | ||||
Share-based Payment Arrangement, Noncash Expense | 100,000 | $ 100,000 | $ 200,000 | $ 200,000 | |
Weighted average period recognized | 1 year 7 months 6 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 240,200 | ||||
Restricted Stock [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||
Restricted Stock [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | ||||
Restricted Stock [Member] | Chief Executive Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 400,000 | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 3,600,000 | ||||
Share-based Payment Arrangement, Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option vesting rights | four years | ||||
Non-Vested Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 400,000 | $ 400,000 |
Schedule of Information Related
Schedule of Information Related to Right-of-use Assets and Related Lease Liabilities (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for operating lease liabilities | $ 294,742 | $ 203,449 |
Right of use assets obtained in exchange for new operating lease obligations | $ 338,101 | $ 1,301,009 |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 11 months 15 days | 4 years |
Operating Lease, Weighted Average Discount Rate, Percent | 10.60% | 10.50% |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 | Jul. 02, 2019 |
Loss Contingencies [Line Items] | |||
Total lease liabilities | $ 1,200,000 | $ 1,100,000 | $ 400,000 |
Operating Lease Liabilities [Member] | |||
Loss Contingencies [Line Items] | |||
2021 | 303,339 | ||
2022 | 494,092 | ||
2023 | 273,917 | ||
2024 | 274,512 | ||
2025 | 129,211 | ||
Thereafter | 1,643 | ||
Total payments | 1,476,714 | ||
Less imputed interest | (228,130) | ||
Total lease liabilities | $ 1,248,584 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | Jul. 02, 2019 | |
Loss Contingencies [Line Items] | ||||
Operating Lease, Right-of-Use Asset | $ 1,202,017 | $ 1,098,830 | $ 400,000 | |
Operating Lease, Liability | 1,200,000 | $ 1,100,000 | $ 400,000 | |
Operating Lease, Cost | $ 300,000 | $ 200,000 | ||
Incremental borrowing rate | 10.90% | |||
Accounting Standards Update 2016-02 [Member] | ||||
Loss Contingencies [Line Items] | ||||
Incremental borrowing rate | 10.50% | |||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Lessee, Operating Lease, Term of Contract | 1 year | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Lessee, Operating Lease, Term of Contract | 6 years |
Schedule of Note Payable (Detai
Schedule of Note Payable (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Total | $ 43,895,249 | $ 43,695,249 |
Less current portion of notes payable | (2,888,604) | (5,099,744) |
Notes payable | 41,006,645 | 38,595,505 |
Revolving Credit Facility [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Total | 8,600,000 | 8,400,000 |
PPP Note Payable [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Total | 5,199,487 | 5,199,487 |
Term Loans [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Total | $ 30,095,762 | $ 30,095,762 |
Scheduled Maturities of Notes P
Scheduled Maturities of Notes Payable (Details) | Dec. 31, 2020USD ($) |
Financing Arrangements | |
2021 | |
2022 | 6,449,487 |
2023 | 13,600,000 |
2024 | 5,000,000 |
2025 | 18,845,762 |
Total | $ 43,895,249 |
Financing Arrangements (Details
Financing Arrangements (Details Narrative) - USD ($) $ in Thousands | Dec. 16, 2020 | Apr. 05, 2020 | Dec. 26, 2019 | Dec. 23, 2019 | Sep. 27, 2019 | Jan. 22, 2019 | May 31, 2022 | Dec. 31, 2020 | Apr. 10, 2020 |
SWK Credit Agreement [Member] | Notes Payable, Other Payables [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Long-term Debt, Gross | $ 20,100 | $ 30,100 | |||||||
Debt Instrument, Maturity Date | Jun. 30, 2024 | Jun. 30, 2023 | |||||||
Debt Instrument, Description | the parties further amended the SWK Credit Agreement to, among other things, (1) modify the interest payable to accrue interest at a variable rate of the greater of 2.0% or the three-month LIBOR, with a maximum variable rate of 3%, plus a margin of between 7.5% and 10.25% (depending on the Company’s EBITDA or market capitalization), (2) extend the interest only period such that quarterly principal payments of $ | ||||||||
Additional line of credit | $ 5,000 | $ 5,000 | |||||||
Long-term Line of Credit | $ 30,100 | $ 25,100 | |||||||
Debt Instrument, Interest Rate Terms | interest payable to between LIBOR plus 7.50% and LIBOR plus 10.25% | varied between LIBOR plus 7.00% and LIBOR plus 10.25% | |||||||
Debt Instrument, Payment Terms | The Company may prepay the loans subject to a prepayment fee of (a) 3.2% of the amount prepaid if such prepayment is made prior to September 27, 2021, (b) 1.00% of the amount prepaid if such prepayment is made on or after September 27, 2021 and prior to March 31, 2023 or (c) $0 if such prepayment is made on or after March 31, 2023. | ||||||||
SWK Credit Agreement [Member] | Notes Payable, Other Payables [Member] | Forecast [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Long-term Debt, Gross | $ 1,250 | ||||||||
PPP Loan [Member] | Promissory Note [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt Instrument, Maturity Date | Apr. 4, 2022 | ||||||||
Debt Instrument, Face Amount | $ 5,200 | $ 5,200 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.98% | ||||||||
Revolving Credit Facility [Member] | Solsys Acquisition [Member] | Prior Solsys Credit Agreement [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Long-term Debt, Gross | $ 5,000 | ||||||||
Debt Instrument, Maturity Date | Jan. 22, 2021 | ||||||||
Revolving Credit Facility [Member] | Solsys Acquisition [Member] | Loan and Security Agreement [Member] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Debt Instrument, Maturity Date | Dec. 26, 2022 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000 | ||||||||
Debtor-in-Possession Financing, Borrowings Outstanding | $ 3,750 | ||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | rate equal to the greater of the “Prime Rate” and 5.25%. | ||||||||
Anniversary fee | $ 100 | ||||||||
Termination fee | 1.00% | ||||||||
Debt Instrument, 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] | |||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | |||||||||
Long-term Debt, Gross | $ 8,600 |
Schedule of Net Sales and Accou
Schedule of Net Sales and Accounts Receivables (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Sales | $ 850,838 | $ 1,060,248 |
Accounts receivable | $ 554,160 | $ 367,132 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current Income Tax Expense (Benefit) | $ 0 | $ 0 | $ 0 | $ 4,100,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 0.00% | 0.00% | 0.00% | 55.00% |
Schedule of Segment Gross Profi
Schedule of Segment Gross Profit and Gross Profit Margin (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Financing Receivable, Nonaccrual [Line Items] | ||||
Revenue | $ 18,256,410 | $ 19,721,986 | $ 35,991,752 | $ 30,867,908 |
Gross profit | 12,991,711 | 13,776,878 | 25,616,452 | 21,686,153 |
Surgical [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Revenue | 10,119,125 | 9,988,559 | 19,218,588 | 19,599,856 |
Gross profit | 7,087,955 | 6,711,081 | 13,399,357 | 13,413,101 |
Wound [Member] | ||||
Financing Receivable, Nonaccrual [Line Items] | ||||
Revenue | 8,137,285 | 9,733,427 | 16,773,164 | 11,268,052 |
Gross profit | $ 5,903,756 | $ 7,065,797 | $ 12,217,095 | $ 8,273,052 |
Schedule of Revenue (Details)
Schedule of Revenue (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Total | $ 18,256,410 | $ 19,721,986 | $ 35,991,752 | $ 30,867,908 |
Geographic Distribution, Domestic [Member] | ||||
Total | 14,825,506 | 15,258,713 | 29,568,917 | 21,803,621 |
Geographic Distribution, Foreign [Member] | ||||
Total | $ 3,430,904 | $ 4,463,273 | $ 6,422,835 | $ 9,064,287 |
Segment Reporting (Details Narr
Segment Reporting (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)Segments | Dec. 31, 2019USD ($) | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Number of Reportable Segments | Segments | 2 | |||
Revenue | $ 18,256,410 | $ 19,721,986 | $ 35,991,752 | $ 30,867,908 |
CHINA | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenue | $ 700,000 | $ 1,600,000 | $ 1,000,000 | $ 3,100,000 |
Schedule of Preliminary Purchas
Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 108,234,664 | $ 108,310,350 | $ 110,534,259 | $ 1,701,094 |
Solsys Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
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 (
Schedule of Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||
Less accumulated amortization | $ 1,413,910 | $ 1,341,976 |
Net intangible assets | 786,007 | 784,318 |
Solsys Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total | 22,500,000 | 22,500,000 |
Less accumulated amortization | (2,014,583) | (1,218,864) |
Net intangible assets | 20,485,417 | 21,281,136 |
Solsys Acquisition [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Total | $ 9,500,000 | 9,500,000 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |
Solsys Acquisition [Member] | Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Total | $ 12,800,000 | 12,800,000 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 15 years | |
Solsys Acquisition [Member] | Non-Competition Agreements [Member] | ||
Business Acquisition [Line Items] | ||
Total | $ 200,000 | $ 200,000 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 1 year |
Schedule of Revenue and Net Los
Schedule of Revenue and Net Loss, on Pro Forma Basis (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Revenue | $ 35,991,752 | $ 39,212,703 |
Net loss | $ (6,243,249) | $ (9,246,809) |
Acquisitions Solsys Medical, _3
Acquisitions Solsys Medical, LLC (Details Narrative) - USD ($) | Sep. 27, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
General and Administrative Expense | $ 3,918,950 | $ 5,149,715 | $ 8,371,277 | $ 9,357,522 | |
Solsys Medical, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred | $ 108,600,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 5,703,082 | ||||
Business Acquisition, Share Price | $ 19.05 | ||||
Business Acquisition, Transaction Costs | $ 4,500,000 | ||||
General and Administrative Expense | 3,100,000 | 1,800,000 | |||
Additional Paid in Capital | $ 1,400,000 | $ 1,400,000 | 1,400,000 | ||
Income tax benefit | 4,100,000 | ||||
Additional interest expense | 200,000 | ||||
Amortization expense | $ 400,000 |