UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

xþQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedMarch December 31, 2016

 

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

 

For the transition period from _____________ to_______________

Commission file number: File Number:1-10986

 

MISONIX, INC.

(Exact name of registrant as specified in its charter)

 

New York

11-2148932

(State or other jurisdiction of

(I.R.S. Employer
incorporation or organization)

11-2148932

(IRS Employer Identification No.)

  

1938 New Highway
Farmingdale, NY

11735
New York

(Address of principal executive offices)

11735

(Zip Code)code)

 

(631) 694-9555

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.¨ Yes xþ No¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨Yes xþ No¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer¨Accelerated filerxþNon-accelerated filer¨Smaller reporting company¨
  (Do not check if a smaller
reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes ¨þ Nox

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of March 1, 2017 there were 9,023,354 shares of the registrant’s common stock, $0.01 par value, outstanding.

 

  Outstanding at
Class of Common StockMay 5, 2016
Common Stock, $.01 par value7,789,385

 

 

MISONIX INC.

INDEX

 Page
PartPART I - FINANCIAL INFORMATION 
  
Item 1. Financial Statements:Statements4
  
Consolidated Balance Sheets as of Marchat December 31, 2016 (Unaudited) and June 30, 20153
Consolidated Statements of Operations for the Nine months ended March 31, 2016 and 2015 (Unaudited)4
  
Consolidated Statements of Operations for the Three monthsand Six Months ended MarchDecember 31, 2016 and 2015 (Unaudited)5
  
Consolidated Statement of Stockholders’Shareholders’ Equity for the Nine monthsSix Months ended MarchDecember 31, 2016 (Unaudited)6
  
Consolidated Statements of Cash Flows for the Nine monthsSix Months ended MarchDecember 31, 2016 and 2015 (Unaudited)7
  
Notes to Consolidated Financial Statements (Unaudited)8
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations1716
  
Item 3. Quantitative and Qualitative Disclosures About Market Risk2320
  
Item 4. Controls and Procedures2321
  
PartPART II - OTHER INFORMATION 
Item 1. Legal Proceedings24
  
Item 1A. Risk Factors24
  
Item 6. Exhibits2425
  
Signatures2526

 
EX-31.1
EX-31.2
EX-32.1
EX-32.22 

Explanatory Note

Misonix, Inc. (“Misonix”, the “Company”, “we” or “us”) was not able to file this Quarterly Report on Form 10-Q (the “Q2 10-Q”) for the quarter ended December 31, 2016 by its due date. For several months, with the assistance of outside counsel, we have been conducting a voluntary investigation into the business practices of the independent Chinese entity that previously distributed our products in China and the Company’s knowledge of those business practices, which may have implications under the Foreign Corrupt Practices Act (“FCPA”), as well as into various internal controls issues identified during the investigation (the “Investigation”). On September 27, 2016 and September 28, 2016, we voluntarily contacted the Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”), respectively, to advise both agencies of these potential issues.  We have provided and will continue to provide documents and other information to the SEC and the DOJ, and are cooperating fully with these agencies in their investigations of these matters.

Although our Investigation is now complete, additional issues or facts could arise which may expand the scope or severity of the potential violations. We could also receive additional requests from the DOJ or SEC, which may require further investigation. We have no current information derived from the Investigation or otherwise to suggest that our previously reported financial statements and results are incorrect.

Our management has determined, because of the findings from the Investigation, and the Company’s inability to rely on certain personnel, processes and internal controls, that material weaknesses in internal control over financial reporting existed at December 31, 2016. In light of such material weaknesses, management has concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2016. We have since implemented the changes, controls and procedures as described in Part I - Item 4 “Controls and Procedures” which we believe are necessary to remediate these weaknesses.

On September 15, 2016, we received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company, as a result of not filing the Annual Report on Form 10-K (the “10-K”) for the fiscal year ended June 30, 2016 on September 13, 2016 and disclosing that the Company likely would not be able to file the 10-K within the 15-day extension period provided in Rule 12b-25(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), was not in compliance with Listing Rule 5250(c)(1) of the Nasdaq Listing Rules (the “Rules”) for continued listing. In addition, on November 10, 2016, we received a second deficiency letter from Nasdaq indicating that the Company, as a result of not filing the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2016 (the “Q1 10-Q”) by November 9, 2016, together with our prior failure to timely file the 10-K, was not in compliance with Listing Rule 5250(c)(1) for continued listing. In the letters, Nasdaq requested that Misonix submit a plan to regain compliance with the Rules by November 14, 2016. On November 14, 2016, Misonix submitted to Nasdaq a plan to regain compliance with the Rules. After reviewing Misonix's plan to regain compliance, Nasdaq granted an exception to enable the Company to regain compliance with the Rules. Under the terms of the exception, Misonix must file its 10-K and Q1 10-Q on or before March 13, 2017. In the event that Misonix does not satisfy the terms set forth in the extension, Nasdaq will provide written notification that Misonix's common stock will be delisted. At that time, Misonix may appeal Nasdaq's determination for a panel review. We filed the 10-K with the SEC on February 9, 2017.

On February 10, 2017, we received a third deficiency letter from Nasdaq indicating that the Company, as a result of not filing the Q2 10-Q by February 9, 2017 and disclosing that the Company will not be able to file the Q2 10-Q within the five-day extension period provided in Rule 12b-25(b) under the Exchange Act, together with its prior and ongoing failure to timely file the Q1 10-Q, was not in compliance with Listing Rule 5250(c)(1) for continued listing. We previously submitted a plan to Nasdaq to regain compliance with the Rules and Nasdaq has granted us an exception until March 13, 2017 to regain compliance. We were required to submit to Nasdaq an update to the original compliance plan not later than February 27, 2017, and we have timely submitted this update.

See Part I - Item 4 “Controls and Procedures” and Part II - Item 1 “Legal Proceedings” for additional information regarding these matters.

3

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

MISONIX, INC.Misonix, Inc. and Subsidiaries


Consolidated Balance Sheets


  March 31,  June 30, 
  2016  2015 
  (unaudited)  (derived from
audited
financial
statements)
 
Assets        
Current assets:        
Cash and cash equivalents $8,357,090  $9,623,749 
         
Accounts receivable, less allowance for doubtful accounts of $126,868, respectively  4,101,558   4,481,247 
Inventories, net  5,909,277   4,303,163 
Prepaid expenses and other current assets  640,082   441,562 
Deferred income tax - current  -   2,118,716 
Total current assets  19,008,007   20,968,437 
         
Property, plant and equipment, net of accumulated amortization and depreciation of $6,649,264 and $5,672,287, respectively  2,501,683   2,056,600 
Patents, net of accumulated amortization of $861,448 and $791,551, respectively  567,672   566,028 
Goodwill  1,701,094   1,701,094 
Intangible and other assets  253,095   388,377 
Deferred income tax - long term  3,152,428   773,712 
Total assets $27,183,979  $26,454,248 
         
Liabilities and stockholders' equity        
Current liabilities:        
Accounts payable $1,542,547  $1,147,414 
Accrued expenses and other current liabilities  1,268,761   1,532,094 
Total current liabilities  2,811,308   2,679,508 
         
Deferred lease liability  6,947   - 
Deferred income  9,367   20,395 
Total liabilities  2,827,622   2,699,903 
         
Commitments and contingencies (Note 8)        
         
Stockholders' equity:        
Common stock, $.01 par value-shares authorized 20,000,000, 7,928,234 and 7,869,095 shares issued and 7,789,385 and 7,744,113 shares outstanding, respectively  79,282   78,691 
Additional paid-in capital  32,010,042   30,531,129 
Accumulated deficit  (6,633,615)  (5,909,215)
Treasury stock, at cost, 138,849 and 124,982 shares, respectively  (1,099,352)  (946,260)
Total stockholders' equity  24,356,357   23,754,345 
Total liabilities and stockholders' equity $27,183,979  $26,454,248 

See Accompanying Notes to Consolidated Financial Statements.


MISONIX, INC. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

  For the nine months ended 
  March 31, 
  2016  2015 
       
Net sales $16,716,487  $15,455,142 
Cost of goods sold  5,564,504   5,023,639 
Gross profit  11,151,983   10,431,503 
         
Operating expenses:        
Selling expenses  8,744,498   6,570,263 
General and administrative expenses  5,336,507   4,364,261 
Research and development expenses  1,235,100   1,169,665 
Total operating expenses  15,316,105   12,104,189 
Loss from operations  (4,164,122)  (1,672,686)
         
Other income (expense):        
Interest income  63   56 
Royalty income and license fees  2,969,557   3,224,919 
Other  (16,898)  (16,978)
Total other income  2,952,722   3,207,997 
         
(Loss)/income from continuing operations before income taxes  (1,211,400)  1,535,311 
         
Income tax (benefit)/expense  (322,000)  56,223 
         
Net (loss)/income from continuing operations  (889,400)  1,479,088 
Discontinued operations:        
Income from discontinued operations net of tax expense of $0 and $0, respectively  -   14,926 
Gain from sale of discontinued operations net of tax expense of $85,000 and $5,280, respectively  165,000   244,720 
Net income from discontinued operations  165,000   259,646 
Net (loss)/income $(724,400) $1,738,734 
         
Net (loss)/income per share from continuing operations - Basic $(0.11) $0.20 
Net income per share from discontinued operations - Basic  0.02   0.03 
Net (loss)/income per share - Basic $(0.09) $0.23 
         
Net (loss)/income per share from continuing operations - Diluted $(0.11) $0.18 
Net income per share from discontinued operations - Diluted  0.02   0.03 
Net (loss)/income per share - Diluted $(0.09) $0.21 
         
Weighted average shares - Basic  7,772,761   7,533,608 
Weighted average shares - Diluted  7,772,761   8,042,976 
  December 31,  June 30, 
  2016  2016 
  (unaudited)    
Assets        
Current assets:        
Cash and cash equivalents $12,766,120  $9,049,327 
Accounts receivable, less allowance for doubtful accounts of $96,868 and $98,868, respectively  3,770,168   3,869,427 
Inventories, net  4,986,521   5,822,935 
Prepaid expenses and other current assets  302,224   530,564 
Total current assets  21,825,033   19,272,253 
         
Property, plant and equipment, net of accumulated amortization and depreciation of $7,361,655 and $6,976,282, respectively  3,184,334   2,492,815 
Patents, net of accumulated amortization of $938,119 and $885,394, respectively  707,366   604,916 
Goodwill  1,701,094   1,701,094 
Intangible and other assets  305,421   266,603 
Deferred income tax  3,454,690   3,394,690 
Total assets $31,177,938  $27,732,371 
         
Liabilities and shareholders' equity        
Current liabilities:        
Accounts payable $1,400,545  $1,402,797 
Accrued expenses and other current liabilities  2,270,983   1,887,337 
Total current liabilities  3,671,528   3,290,134 
         
Deferred lease liability  9,308   9,262 
Deferred income  7,765   31,685 
Total liabilities  3,688,601   3,331,081 
         
Commitments and contingencies (Footnote 9)        
         
Shareholders' equity:        
Common stock, $.01 par value-shares authorized 20,000,000; 9,132,203 and 7,948,234 shares issued and 8,993,354 and 7,809,385 outstanding in each period, respectively  91,322   79,482 
Additional paid-in capital  36,715,393   32,502,521 
Accumulated deficit  (8,218,026)  (7,081,361)
Treasury stock, at cost, 138,849 shares in each period  (1,099,352)  (1,099,352)
Total shareholders' equity  27,489,337   24,401,290 
Total liabilities and shareholders' equity $31,177,938  $27,732,371 

 

See Accompanying Notes to Consolidated Financial Statements.

 

4

 

 

MISONIX, INC.Misonix, Inc. and Subsidiaries


Consolidated Statements of Operations


(Unaudited)

 

 For the three months ended  For the three months ended For the six months ended 
 March 31,  December 31, December 31, 
 2016  2015  2016 2015 2016 2015 
              
Net sales $5,426,147  $5,314,797  $6,030,380  $6,039,355  $12,202,005  $11,290,340 
Cost of goods sold  1,850,838   1,670,359 
Cost of goods sold, exclusive of depreciation from consigned product  1,818,672   1,957,900   3,730,679   3,718,599 
Gross profit  3,575,309   3,644,438   4,211,708   4,081,455   8,471,326   7,571,741 
                        
Operating expenses:                        
Selling expenses  3,224,962   2,465,803   3,271,134   2,991,687   6,596,821   5,647,967 
General and administrative expenses  1,673,395   1,583,399   2,087,419   1,675,090   4,019,240   3,479,010 
Research and development expenses  493,776   407,773   440,364   392,068   932,448   792,062 
Total operating expenses  5,392,133   4,456,975   5,798,917   5,058,845   11,548,509   9,919,039 
Loss from operations  (1,816,824)  (812,537)  (1,587,209)  (977,390)  (3,077,183)  (2,347,298)
                        
Other income (expense):                        
Interest income  19   12   19   25   38   44 
Royalty income and license fees  963,025   1,032,027   949,048   1,018,362   1,893,116   2,006,532 
Other  (5,464)  (6,452)  (6,640)  (5,413)  (8,636)  (11,434)
Total other income  957,580   1,025,587   942,427   1,012,974   1,884,518   1,995,142 
                        
(Loss)/income from continuing operations before income taxes  (859,244)  213,050 
(Loss) / income from operations before income taxes  (644,782)  35,584   (1,192,665)  (352,156)
                        
Income tax (benefit)/expense  (15,000)  8,406   (30,000)  (139,000)  (56,000)  (307,000)
                        
Net (loss)/ income from continuing operations  (844,244)  204,644 
Discontinued operations:        
Income from discontinued operations net of tax expense of $0 and $0, respectively  -   4,976 
Gain from sale of discontinued operations net of tax (benefit)/expense of $85,000 and $5,280, respectively  165,000   244,720 
Net income from discontinued operations  165,000   249,696 
Net (loss)/income $(679,244) $454,340 
Net income (loss) $(614,782) $174,584  $(1,136,665) $(45,156)
                        
Net (loss)/income per share from continuing operations - Basic $(0.11) $0.03 
Net income per share from discontinued operations - Basic  0.02   0.03 
Net (loss)/ income per share - Basic $(0.09) $0.06 
Net income (loss) per share - Basic $(0.07) $0.02  $(0.14) $(0.01)
                        
Net (loss)/income per share from continuing operations - Diluted $(0.11) $0.02 
Net income per share from discontinued operations - Diluted  0.02   0.03 
Net (loss)/income per share - Diluted $(0.09) $0.05 
Net income (loss) per share - Diluted $(0.07) $0.02  $(0.14) $(0.01)
                        
Weighted average shares - Basic  7,789,174   7,675,520   8,374,900   7,780,778   8,092,143   7,764,644 
Weighted average shares - Diluted  7,789,174   8,313,674   8,374,900   8,081,602   8,092,143   7,764,644 

 

See Accompanying Notes to Consolidated Financial Statements.

5

 

 

MISONIX, INC.Misonix, Inc. and Subsidiaries


Consolidated Statement of Stockholders'Shareholders’ Equity


(Unaudited)

 

For the nine months ended March 31, 2016

  Common Stock,                
  $.01 Par Value  Treasury Stock          
                      
              Additional     Total 
  Number     Number     paid-in  Accumulated  stockholders' 
  of shares  Amount  of shares  Amount  capital  deficit  equity 
Balance, June 30, 2015  7,869,095  $78,691   (124,982) $(946,260) $30,531,129  $(5,909,215) $23,754,345 
Net (loss)/comprehensive (loss)  -   -   -   -   -   (724,400)  (724,400)
Proceeds from exercise of stock options  59,139   591   (13,867)  (153,092)  303,748   -   151,247 
Stock-based compensation  -   -   -   -   1,175,165   -   1,175,165 
Balance, March 31, 2016  7,928,234  $79,282   (138,849) $(1,099,352) $32,010,042  $(6,633,615) $24,356,357 
  For the Six Months Ended December 31, 2016 
  Common Stock,
$.01 Par Value
  Treasury Stock  Additional     Total 
  Number     Number     paid-in  Accumulated  stockholders' 
  of shares  Amount  of shares  Amount  capital  deficit  equity 
Balance, June 30, 2016  7,948,234  $79,482   (138,849) $(1,099,352) $32,502,521  $(7,081,361) $24,401,290 
Net loss  -   -   -   -   -   (1,136,665)  (1,136,665)
Sale of common stock  761,469   7,615   -   -   3,992,385   -   4,000,000 
Issuance of restricted stock  400,000   4,000   -   -   (4,000)  -   - 
Proceeds from exercise of options  22,500   225   -   -   140,622   -   140,847 
Stock-based compensation          -   -   83,865   -   83,865 
                             
Balance, December 31, 2016  9,132,203  $91,322   (138,849) $(1,099,352) $36,715,393  $(8,218,026) $27,489,337 

 

See Accompanying Notes to Consolidated Financial Statements.


6

MISONIX, INC.Misonix, Inc. and Subsidiaries


Consolidated Statements of Cash Flows


(Unaudited)

 

 For the nine months ended  For the six months ended 
 March 31,  December 31, 
 2016  2015  2016 2015 
Operating activities                
Net (loss)/income from continuing operations $(889,400) $1,479,088 
Adjustments to reconcile net (loss)/income to net cash provided by continuing operating activities:        
Net loss from operations $(1,136,665) $(45,156)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation and amortization and other non-cash items  1,271,864   1,003,076   482,042   903,420 
Bad debt expense  -   (10,000)
Deferred income tax benefit  (260,000)  -   (56,000)  (211,000)
Stock-based compensation  1,175,165   762,821   83,865   728,993 
Deferred income  (20,852)  (32,830)  (23,920)  (8,583)
Deferred lease liability  6,947   (12,460)  46   4,631 
Changes in operating assets and liabilities:                
Accounts receivable  379,689   251,289   99,259   402,154 
Inventories  (2,623,620)  (797,027)  (116,874)  (1,848,313)
Prepaid expenses and other assets  (282,221)  (232,794)  189,522   66,261 
Accounts payable, accrued expenses and other non-cash items  141,624   (717,221)
Net cash (used in)/provided by continuing operating activities  (1,100,804)  1,693,942 
Accounts payable and accrued expenses  377,394   168,333 
Net cash (used in)/provided by operating activities  (101,331)  160,740 
                
Investing activities                
Acquisition of property, plant and equipment  (410,561)  (222,052)  (167,548)  (328,285)
Payments for assets acquisition  -   (328,136)
Additional patents  (71,541)  (89,960)  (155,175)  (46,204)
Net cash used in investing activities  (482,102)  (640,148)  (322,723)  (374,489)
                
Financing activities                
Proceeds from the sale of common stock  4,000,000   - 
Proceeds from exercise of stock options  151,247   555,897   140,847   147,755 
Net cash provided by financing activities  151,247   555,897   4,140,847   147,755 
                
Cash flows from discontinued operations        
Net cash provided by operating activities  -   14,926 
Net cash provided by investing activities  165,000   244,720 
Net cash provided by discontinued operations  165,000   259,646 
        
Net (decrease)/increase in cash and cash equivalents  (1,266,659)  1,869,337 
Net increase / (decrease) in cash and cash equivalents  3,716,793   (65,994)
Cash and cash equivalents at beginning of period  9,623,749   7,039,938   9,049,327   9,623,749 
Cash and cash equivalents at end of period $8,357,090  $8,909,275  $12,766,120  $9,557,755 
                
Supplemental disclosure of cash flow information:                
Cash paid for:        
Income taxes $141,120  $73,568 
Cash paid for income taxes $2,053  $131,325 
Capitalization of consigned product $953,258  $741,497 

 

See Accompanying Notes to Consolidated Financial Statements.


7

MISONIX, INC. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)For the Three and Six Months Ended December 31, 2016 and 2015

 

1.Basis of Presentation, Organization and Business and Summary of Significant Accounting Policies

Explanatory Note

Misonix, Inc. (“Misonix” or the “Company”) was not able to file its Quarterly Report on Form 10-Q (the “10-Q”) for the quarter ended December 31, 2016 by its due date. For several months, with the assistance of outside counsel, Misonix has been conducting a voluntary investigation into the business practices of its independent Chinese entity that previously distributed its products in China and the Company’s knowledge of those business practices, which may have implications under the Foreign Corrupt Practices Act (“FCPA”), as well as into various internal controls issues identified during the investigation. On September 27, 2016 and September 28, 2016, Misonix voluntarily contacted the Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice (“DOJ”), respectively, to advise both agencies of these potential issues.  Misonix has provided and will continue to provide documents and other information to the SEC and the DOJ, and is cooperating fully with these agencies in their investigations of these matters.

Although the internal investigation is now complete, additional issues or facts could arise which may expand the scope or severity of the potential violations.  Misonix could also receive additional requests from the DOJ or SEC, which may require further investigation. Misonix has no current information derived from the internal investigation or otherwise to suggest that its previously reported financial statements and results are incorrect.

Refer to footnote 9, Commitments and Contingencies, for additional information regarding these matters.

Basis of Presentation

These consolidated financial statements include the accounts of Misonix and its 100% owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

 

The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2015 (“2015 Annual Report”) of MISONIX, INC. (“Misonix” or the “Company”). A summary of the Company’s significant accounting policies is identified in Note 1 of the notes to the consolidated financial statements included in the Company’s 2015 Annual Report. As of March 31, 2016 the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2015-17, “Balance Sheet Classification of Deferred Taxes (Topic 740)”. The amendments in the ASU change the criteria for the classification of deferred income taxes and requires all deferred tax assets and liabilities to be classified as long term. The resulting reclassification of deferred tax assets and liabilities are presented in the current period; prior periods will be shown as reported. The effect is totally on the balance sheet. For the period ended June 30, 2015, the result is a reduction in current assets of $2,118,716 and a corresponding increase in non-current assets for the same amount. Working capital also decreased by $2,118,716 to $16,170,213. There have been no other changes in the Company’s significant accounting policies subsequent to June 30, 2015.

The accompanying unauditedcondensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted accounting principlesin 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 pursuant to the requirements of the U.S. Securities and Exchange Commission.S-X. Accordingly, theythese financial statements do not include all of the information and footnotes required by generally accepted accounting principlesU.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 year ended June 30, 2016, which provides a more complete explanation of the Company’s accounting policies, financial position, operating results, business properties and other matters. In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentationstatement of interim results.

Reclassifications

Certain expenses on the Statement of Operations have been included. The results of operations forreclassified to be consistent with the interim periods are not necessarily indicative of the results of operations for the entire year.

The consolidated financial statements ofcurrent year presentation. Historically, the Company includehad recorded stock compensation expense and bonus expense predominantly within general and administrative expenses. The Company has reclassified the accountsprior years’ presentation to allocate certain of Misonixthese costs to cost of goods sold, selling expenses and its 100% owned subsidiaries, Fibra-Sonics (NY) Inc.research and Hearing Innovations, Inc. All significant intercompany balancesdevelopment expenses, which is consistent with the classification being used in fiscal 2017. This reclassification had no impact on the Company’s presentation of operating income (loss) and transactions have been eliminated.the gross profit impact was not material.

 

Organization and Business

 

Misonix is a surgical device company that designs, manufactures, develops and markets innovative therapeutic ultrasonic devices. These products worldwideare used for spineprecise bone sculpting, removal of soft tumors, and tissue debridement in the fields of orthopedic surgery, skull-basedplastic surgery, neurosurgery, woundpodiatry and burn debridement, cosmetic surgery, laparoscopic surgery and other surgical applications.

The Company’s revenues are generated from various regions throughout the world. Sales by the Company outsidevascular surgery. In the United States, are made primarilythe Company sells its products through distributors. Sales made ina network of commissioned agents assisted by Company personnel. Outside of the United States, are made primarily through independent representative agents.the Company sells to distributors who then resell the product to hospitals. The following is an analysis of net sales from continuing operations by geographic region:

  Three months ended March 31,  Nine months ended ended March 31, 
  2016  2015  2016  2015 
United States $3,054,817  $2,607,023  $9,324,928  $7,709,102 
Australia  82,985   161,858   203,518   313,221 
Europe  814,962   866,726   2,286,245   2,590,616 
Asia  677,692   1,016,518   2,246,285   2,759,121 
Canada and Mexico  208,538   272,700   620,086   513,916 
South America  207,137   96,087   682,688   615,295 
South Africa  213,525   64,535   349,490   245,151 
Middle East  166,491   229,350   1,003,247   708,720 
  $5,426,147  $5,314,797  $16,716,487  $15,455,142 

MISONIX, INC. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)Company operates as one business segment.

 

Discontinued Operations

High Intensity Focused Ultrasound Technology

 

In consideration for the May 2010 sale ofThe Company sold its rights to the high intensity focused ultrasound technology to USHIFU LLC, now SonaCare Medical, LLC (“SonaCare”), Misonix will in May 2010. The Company may receive up to approximately $5.8 million paid outin payment for the sale. SonaCare will pay the Company 7% of an earn-out of 7% ofthe gross revenues received from SonaCare’sits sales of the (i) prostate product in Europe and (ii) kidney and liver products around the world related to the business being sold up to the timeworldwide, until the Company has received the firstpayments of $3 million, and thereafter 5% of the gross revenues, up to an aggregate payment of $5.8 million. Commencing 90 days after each December 31st and beginning December 31, 2011 the payments will be the greatermillion, all subject to a minimum annual royalty of (a) $250,000 or (b) 7% of gross revenues received up to the time the Company has received the first $3 million and thereafter 5% of gross revenues up to the $5.8 million.$250,000. Cumulative payments through MarchDecember 31, 2016 were $1,254,788. No payments were received during the six months ended December 31, 2016. Payments are generally received once per year, in the Company’s third fiscal quarter.

8

Major Customers and Concentration of Credit Risk

 

ResultsIncluded in sales from continuing operations are sales to Cicel (Beijing) Science and Tech Co. Ltd. (“Cicel”) of Discontinued Operations

  For the three months ended  For the nine months ended 
  March 31,  March 31, 
  2016  2015  2016  2015 
Revenues $-  $4,976  $-  $14,926 
Income from discontinued operations, before tax $-  $4,976  $-  $14,926 
Gain on sale of discontinued operations  250,000   250,000   250,000   250,000 
Income tax benefit/(expense)  (85,000)  (5,280)  (85,000)  (5,280)
Net income from discontinued operations, net of tax $165,000  $249,696  $165,000  $259,646 

Accounts Receivable

Accounts receivable, principally trade, are generally due within 30 to 90 days$0 and are stated at amounts due from customers, net of an allowance for doubtful accounts. The Company performs ongoing credit evaluations and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by a review of their current credit information. The Company continuously monitors aging reports, collections and payments from customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within expectations and the provisions established, the Company cannot guarantee that the same credit loss rates will be experienced in the future. The Company writes off accounts receivable when they become uncollectible.

2. (Loss)/Income Per Share of Common Stock

Basic income (loss) per common share (“basic EPS”) is computed by dividing income (loss) by the weighted average number of common shares outstanding$899,635 for the period. Diluted income (loss) per common share (“diluted EPS”) is computed by dividing income (loss) by the weighted average number of common shares and dilutive common share equivalents outstanding (consisting of outstanding common stock options) for the period.


MISONIX, INC. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The number of weighted average common shares used in the calculation of basic EPS and diluted EPS were as follows:

  For the nine months ended  For the three months ended 
  March 31,  March 31, 
  2016  2015  2016  2015 
Basic shares  7,772,761   7,533,608   7,789,174   7,675,520 
Dilutive effect of stock options  -   509,368   -   638,154 
Diluted shares  7,772,761   8,042,976   7,789,174   8,313,674 

Excluded from the calculations of diluted EPS are options to purchase 92,000 shares of common stock for the three months and ninesix months ended March 31, 2015, as the exercise price exceeds the average market prices during the period.

Diluted EPS for the three and nine months ended March 31, 2016 presented is the same as basic EPS as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive. For this reason, excluded from the calculation of diluted EPS are outstanding options to purchase 1,813,599 shares of common stock for the three and nine months ended March 31, 2016.

3.Comprehensive (Loss)/Income

Total comprehensive (loss)/income was $(724,400) and $1,738,734 for the nine months ended MarchDecember 31, 2016 and 2015, respectively. Accounts receivable from Cicel was $0 at December 31, 2016 and June 30, 2016. The Company terminated its agreement with Cicel in the first quarter of fiscal 2017.

Total comprehensive (loss)/income was $(679,244)royalties from Medtronic Minimally Invasive Therapies (“MMIT”) related to their sales of the Company’s ultrasonic cutting products, which use high frequency sound waves to coagulate and $454,340divide tissue for both open and laparoscopic surgery, were $1,885,788 and $1,979,026, for the threesix months ended MarchDecember 31, 2016 and 2015, respectively. There are no components of comprehensive income other than net income for all periods presented.

4.Stock-Based Compensation

Stock options are granted with exercise prices not less than the fair market value of our common stockAccounts receivable from MMIT royalties were approximately $1,885,788 and $973,000 at the time of the grant, with an exercise term (as determined by the committee administering the applicable option plan (the “Committee”)) not to exceed 10 years. The Committee determines the vesting period for the Company’s stock options. Generally, such stock options have vesting periods of immediate to four years. Certain option awards provide for accelerated vesting upon meeting specific retirement, death or disability criteria and upon a change in control. During the nine month periods ended March 31, 2016 and 2015, the Company granted options to purchase 320,000 and 369,000 shares of the Company’s common stock, respectively.

Stock-based compensation expense for the nine month periods ended March 31, 2016 and 2015 was approximately $1,175,000 and $763,000, respectively. Stock based compensation for the three month period ended March 31, 2016 and 2015 was approximately $446,000 and $279,000, respectively. Compensation expense is recognized in the general and administrative expenses line of the Company’s consolidated statements of operations on a straight-line basis over the vesting periods. As of March 31, 2016, there was approximately $3,759,000 of total unrecognized compensation cost related to non-vested stock-based compensation arrangements to be recognized over a weighted-average period of 2.6 years.

Shares may be acquired by various methods. They may be acquired by (a) cash or certified check, (b) with previously acquired shares of common stock having an aggregate fair market value, on the date of exercise, equal to the aggregate exercise price of all options being exercised (provided that such shares were not acquired less than six (6) months prior to such exercise date), (c) in certain circumstances by surrendering options to acquire shares of common stock in in exchange for the number of shares of common stock equal to the product of the number of shares of common stock as to which the options is being exercised multiplied by a fraction, the numerator of which is the fair market value of the common stock less the exercise price of the option and the denominator of which is such fair market value. Cash in the amount of $151,247 was received from the exercise of stock options for the nine months ended March 31, 2016. The Company received 13,867 shares of previously acquired common stock as payment for options exercised for the nine months ended March 31, 2016. The acquired shares are held and accounted for as treasury stock. Total options, exercised by either cash or through surrender of previously owned shares, were 62,137. The total number of shares underlying options forfeited for the nine months ended March 31, 2016 was 1,000, representing the unvested portion upon termination of employment. Shares underlying options expiring at the end of option term totaled 280 for the nine months ended March 31, 2016.


MISONIX, INC. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

The fair values of the options granted during the nine months ended March 31, 2016 and 2015 were primarily estimated on the date of the grant using the Black-Scholes option-pricing model on the basis of the following weighted average assumptions during the respective periods:

  For the nine months ended 
  March 31, 
  2016  2015 
Risk-free interest rate  1.4%  .97%
Expected option life in years  4.9   6.5 
Expected stock price volatility  58.87%  73.46%
Expected dividend yield  0%  0%
Weighted-average fair value of options granted $4.23  $5.4 

The expected option term is based upon the number of years the Company estimates the option will be outstanding based on historical exercises and terminations. The expected volatility for the expected life of the options is determined using historical price changes of the Company’s stock over a period equal to that of the expected life of the options. The risk free rate is based upon the U.S. Treasury yield in effect at the time of the grant. The expected dividend yield is 0% as the Company has historically not declared dividends and does not anticipate declaring any in the future.

Changes in outstanding stock options during the nine months ended March 31, 2016 were as follows:

  Options 
        Weighted    
        Average    
     Weighted  Remaining    
     Average  Contractual  Aggregate 
  Number of  Exercise  Life  Intrinsic 
  Shares  Price ($)  (years)  Value (a) 
Outstanding as of June 30, 2015  1,557,616   5.80       
Granted  320,000   8.80         
Exercised  (62,737)  5.46      $222,114 
Forfeited  (1,000)  9.38         
Expired  (280)  5.82         
Outstanding as of March 31, 2016  1,813,599   6.34      $2,508,984 
Exercisable and vested at March 31, 2016  829,599       6.9  $2,172,388 
Available for grant as of March 31, 2016  480,600       5.9     

(a)Intrinsic value for purposes of this table represents the amount by which the fair value of the underlying stock, based on the respective market prices at March 31, 2016 or if exercised, the exercise dates, exceeds the exercise prices of the respective options.

MISONIX, INC. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

5.Income Taxes

For the nine months ended March 31, 2016, the Company recorded an income tax benefit from continuing operations of $237,000. For the nine months ended March 31, 2016 and 2015, the effective rate of 27% and 4%, respectively, on continuing operations varied from the U.S. federal statutory rate primarily due to permanent book tax differences, state taxes and a change in the valuation allowance.

The Company, as of June 30, 2015, reversed the valuation allowance against its deferred tax assets based on its consideration of all available positive and negative evidence including achieving cumulative profitable operation performance over the past three years and a positive outlook for taxable income for the future. The results of the first nine months of fiscal 2016 do not alter the strong positive evidence. As a result, the Company recorded an income tax benefit for the first nine months of fiscal 2016 at the annual projected tax rate of 27%.

As of MarchDecember 31, 2016 and June 30, 2015, the Company has no material unrecognized tax benefits or accrued interest and penalties.2016, respectively. The license agreement with MMIT expires in August 2017.

 

6.InventoriesAt December 31, 2016 and June 30, 2016, the Company’s accounts receivable with customers outside the United States were approximately $341,000 and $768,000, respectively, none of which is over 90 days.

 

Inventories are summarized as follows:

  March 31,  June 30, 
  2016  2015 
Raw material $2,778,910  $2,096,443 
Work-in-process  883,335   660,267 
Finished goods  3,458,675   2,536,699 
   7,120,920   5,293,409 
Less valuation reserve  1,211,643   990,246 
  $5,909,277  $4,303,163 

7.Accrued Expenses and Other Current LiabilitiesUse of Estimates

 

The following summarizes accruedpreparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and other current liabilities:

  March 31,  June 30, 
  2016  2016 
Accrued payroll and vacation $548,368  $507,172 
Accrued bonuses  225,000   300,000 
Accrued commissions  240,000   321,440 
Accrued professional and legal fees  97,630   97,880 
Income tax payable  -   71,302 
Deferred income  31,087   40,911 
Other  126,676   193,389 
  $1,268,761  $1,532,094 

MISONIX, INC.assumptions are used for but not limited to establishing the allowance for doubtful accounts, valuation of inventory, depreciation, asset impairment evaluations and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)establishing deferred tax assets and related valuation allowances, and stock-based compensation. Actual results could differ from those estimates.

 

8.Commitments and ContingenciesRecent Accounting Pronouncements

 

In January 2017, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2017-04,Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company will apply this guidance to applicable impairment tests after the adoption date.

In February 2016, the FASB issued guidance on lease accounting requiring lessees to recognize a right-of-use asset and a lease liability for long-term leases. The liability will be equal to the present value of lease payments. This guidance must be applied using a modified retrospective transition approach to all annual and interim periods presented and is effective for the Company beginning in fiscal 2019. The Company is currently in the early stages of evaluating this guidance to determine the impact it will have on its subsidiaries arefinancial statements.

In May 2014, the FASB issued guidance on revenue from timecontracts with customers. The underlying principle is that an entity will recognize revenue to time involved in ordinary and routine litigation. Management presently believesdepict the transfer of goods or services to customers at an amount that the ultimate outcomeentity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of these proceedings, individually ortransactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the aggregate,transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance permits the use of either the retrospective or cumulative effect transition method and is effective for the Company beginning in 2019; early adoption is permitted beginning in 2018. The Company has not yet selected a transition method and is currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures. The FASB has also issued the following additional guidance clarifying certain issues on revenue from contracts with customers: Revenue from Contracts with Customers - Narrow-Scope Improvements and Practical Expedients and Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing. The Company is currently in the early stages of evaluating this guidance to determine the impact it will nothave on its financial statements. 

There are no other recently issued accounting pronouncements that are expected to have a material adverse effect on the Company’sCompany's financial position, cash flows or result of operations.

Nevertheless, litigation is subject to inherent uncertainties and an unfavorable ruling could occur.  An unfavorable ruling could include money damages and in such event, could result in a material adverse impact on the Company’s results of operations in the year in which the ruling occurs.or cash flows.

 

9

9.

2. Fair Value of Financial Instruments

 

We follow a three-level fair value hierarchy that prioritizes the inputs to measure fair value. This hierarchy requires entities to maximize the use of “observable inputs”"observable inputs" and minimize the use of “unobservable"unobservable inputs." The three levels of inputs used 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.

 

The following is a summary of the carrying amounts and estimated fair values of our financial instruments at MarchAt December 31, 2016 and June 30, 2015:

March 31, 2016 Carrying Amount  Fair Value 
Cash and cash equivalents $8,357,090  $8,357,090 
Trade accounts receivable  4,101,558   4,101,558 
Trade accounts payable  1,542,547   1,542,547 

June 30, 2015 Carrying Amount  Fair Value 
Cash and cash equivalents $9,623,749  $9,623,749 
Trade accounts receivable  4,481,247   4,481,247 
Trade accounts payable  1,147,414   1,147,414 

MISONIX, INC.2016, all of our cash, trade accounts receivable and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)trade accounts payable were short term in nature, and their carrying amounts approximate fair value.

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:3. Inventories

 

CashInventories are summarized as follows:

  December 31,  June 30, 
  2016  2016 
Raw material $2,591,834  $3,102,175 
Work-in-process  631,842   854,631 
Finished goods  3,048,026   3,101,234 
   6,271,702   7,058,040 
Less valuation reserve  1,285,181   1,235,105 
  $4,986,521  $5,822,935 

4. Property, Plant and cash equivalentsEquipment

 

Depreciation and amortization of property, plant and equipment totaled approximately $429,000 and $638,000 for the six months ended December 31, 2016 and 2015, respectively. Inventory items included in property, plant and equipment are depreciated using the straight line method over estimated useful lives of 3 to 5 years. Depreciation of generators which are consigned to customers is expensed over a 5 year period during the six months ended December 31, 2016 and is expensed over a 3 year period for the six months ended December 31, 2015, and depreciation is charged to selling expenses. The carrying amount approximates fair value becauseimpact of this change in accounting estimate was a reduction in expense of approximately $350,000 for the short maturity of those instruments.six months ended December 31, 2016, compared to what the expense would have been without this change.

 

Trade Accounts Receivable

The carrying amount of trade receivables reflects net recovery value and approximates fair value because of their short outstanding terms.

Trade Accounts Payable

The carrying amount of trade payables approximates fair value because of their short outstanding terms.

Non-financial assets and liabilities

Certain non-financial assets and liabilities, principally goodwill, are measured at fair value on a non-recurring basis; that is the assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances, such as when evidence of impairment exists. At March 31, 2016, no fair value adjustments or material fair value measurements were required for non-financial assets or liabilities.

10. 5. Goodwill and Intangible Assets

 

Goodwill is not amortized. We review 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 product lines.products. Application of these impairment tests requires significant judgments, including estimation of cash flows, which is dependent on internal forecasts, estimation of the long-termlong term rate of growth for ourthe Company’s business, estimation of the useful lifelives over which cash flows will occur and determination of our weighted-averagethe Company’s weighted average cost of capital. WeThe Company primarily useutilizes the Company’s market capitalization and a discounteddiscontinued cash flow model in determining the fair value which consists of level threeLevel 3 inputs. Changes in the projected cash flows and discount rate estimates and assumptions underlying the valuation of goodwill could materially affect the determination of fair value at acquisition or during subsequent periods when tested for impairment. The Company determined that there were no indicators that the recordedcompleted its annual goodwill impairment tests for fiscal 2016 and 2015 as of June 30 of each year. No impairment of goodwill was impaired as of March 31,deemed to exist in fiscal 2016 which required further testing.and 2015.

 

10

On February 1, 2015, the Company entered into an agreement with Aesculap, Inc. (“Aesculap”) to buy back certain accounts that were protected under the termination agreement entered into by Misonix and Aesculap on December 31, 2012 (the “Termination Agreement”). The Termination Agreement allowed Aesculap to continue to sell and service key accounts which were defined as accounts maintaining a specified revenue level on average over a three year term which expired on March 31, 2016. The buy back amount total was $328,136 and one half was paid on February 1, 2015 and the balance was paid on March 1, 2015. The total buy back amount included $28,867 worth of units that will be for customer use and is expected to be fully utilized. The buy back has been recorded as reacquired contractual rights in intangible and other assets and has been amortized over the period through December 31, 2015.

6. Patents

 

The costcosts of acquiring or processing patents is capitalized. This amount isare 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. Net patents reported in intangiblePatents totaled $707,366 and other assets totaled $567,672 and $566,028$604,916 at MarchDecember 31, 2016 and June 30, 2015, respectively. Accumulated amortization totaled $861,448 and $791,551 at March 31, 2016, and June 30, 2015, respectively. Amortization expense for the three month periodssix months ended MarchDecember 31, 2016 and 2015 was approximately $23,000$53,000 and $22,000, respectively.  Amortization expenses for the nine month periods ended March 31, 2016 and 2015 was approximately $70,000 and $127,000, respectively.

14 

MISONIX, INC. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Net customer relationships reported in intangible and other assets totaled $0 and $40,000 at March 31, 2016 and June 30, 2015, respectively. Accumulated amortization amounted to $800,000 at March 31, 2016 and $760,000 at June 30, 2015. Amortization expense for the three months ended March 31, 2016 and 2015 was $0 and $40,000, respectively.  Amortization expense for the nine month period ended March 31, 2016 and 2015 was approximately $40,000 and $120,000, respectively.

Net reacquired contractual rights from Aesculap reported in intangible and other assets totaled $0 at March 31, 2016 and $178,983 at June 30, 2015. Accumulated amortization amounted to $328,136 at March 31, 2016 and $149,153 at June 30, 2015. Amortization expense for the three months ended March 31, 2016 and 2015 was $0 and $59,661, respectively. Amortization for the nine month period ended March 31, 2016 and 2015 was approximately $178,983 and $59,661,$47,000, respectively.

 

The following is a schedule of estimated future patent amortization expense as of MarchDecember 31, 2016:

 

 Patents 
2016 $23,445 
2017  89,241   $54,467 
2018  85,012    106,767 
2019  76,705    98,460 
2020  53,276    75,032 
2021   69,868 
Thereafter  239,993    302,772 
 $567,672   $707,366 

 

11. Recent Accounting Pronouncements7. Accrued Expenses and Other Current Liabilities

 

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205)”The following summarizes accrued expenses and “Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” other current liabilities:

  December 31,  June 30, 
  2016  2016 
       
Accrued payroll, payroll taxes and vacation  607,892   648,705 
Accrued bonus  200,000   300,000 
Accrued commissions  460,000   433,000 
Professional fees  502,297   256,130 
Deferred income  28,423   20,655 
Severance  206,201   - 
Other  266,170   228,847 
         
  $2,270,983  $1,887,337 

8. Stock-Based Compensation Plans

Stock Option Awards

The amendments in the ASU change the criteriacompensation cost that has been charged against income for reporting discontinued operations while enhancing related disclosures. The amendments in the ASU are effective in the first quarter of 2015. The adoption of ASU 2014-08 did not have a material impact on the Company’s consolidated financial statements.stock option plans was $83,865, which included a charge to modify certain stock options of $81,765 and a reversal of stock compensation from prior periods due to forfeitures of unvested options of $616,239, for the six months ended December 31, 2016. For the six months ended December 31, 2015, compensation cost that has been charged against income for the Company’s stock option plans was $728,993. As of December 31, 2016, there was approximately $3,158,221 of total unrecognized compensation cost related to non-vested share-based compensation arrangements to be recognized over a weighted-average period of 3.0 years. Certain share based costs for the six months ended December 31, 2015 included in general and administrative expenses were reclassified to cost of revenue, selling and research and development expenses to be consistent with the current year’s classification.

 

In May 2014,During the FASB issued ASU 2014-09, "Revenuesix months ended December 31, 2016, the Company modified the terms of certain stock options, which resulted in a charge to operations of $81,765.

Stock options typically expire 10 years from Contracts with Customers (Topic 606)." The new revenue recognition standard as amended provides a five-step analysis to determine when and how revenue is recognized.  The standard requires that a company recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2017 (public entities) and will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption.grant and vest over service periods, which typically are 4 years. All options are granted at fair market value, as defined in the applicable plans.

The fair value of each option award was estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. The expected volatility represents the historical price changes of the Company’s stock over a period equal to that of the expected term of the option. The Company uses the simplified method for determining the option term. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend yield is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

In August 2014, the FASB issued guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concernbased upon historical and related footnote disclosures. Management will be required to evaluate, at each reporting period, whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. This guidance is effective prospectively for annualprojected dividends. The Company has historically not paid dividends, and interim reporting periods beginning in 2017; implementation of this guidance is not expected to do so in the near term. 

11

The weighted average fair value at date of grant for options granted during the six months ended December 31, 2016 and 2015 was $4.46 and $4.01 respectively. There were options to purchase 327,500 shares granted during the six months ended December 31, 2016. The fair value was estimated based on the weighted average assumptions of:

  For six months ended
December 31,
 
  2016  2015 
Risk-free interest rates  1.80%  1.80%
Expected option life in years  6.25   6.25 
Expected stock price volatility  54.68%  55.35%
Expected dividend yield  0%  0%

A summary of option activity under the Company’s equity plans as of December 31, 2016, and changes during the six months ended December 31, 2016 is presented below:

  Outstanding
Shares
  Average
Exercise
Price
  Aggregate
Instrinsic Value
 
Vested and exercisable at June 30, 2016  1,790,224  $6.38  $1,675,072 
Granted  327,500  $8.34     
Exercised  (22,500) $6.26     
Forfeited  (357,875) $8.25     
Expired  (2,700) $3.45     
Outstanding as of December 31, 2016  1,734,649  $6.37  $7,442,293 
Vested and exercisable at December 31, 2016  977,274  $4.48  $5,936,832 

The total fair value of shares vested during the six months ended December 31, 2016 was $923,215. The number and weighted-average grant-date fair value of non-vested stock options at the beginning of fiscal 2017 was 976,875 and $4.81, respectively. The number and weighted-average grant-date fair value of stock options which vested during the six months ended December 31, 2016 was 190,500 and $4.85, respectively.

Restricted Stock Awards

On December 15, 2016, the Company issued 400,000 shares of restricted stock to its Chief Executive Officer. These awards vest over a period of up to five years, subject to meeting certain service, performance and market conditions. These awards were valued at approximately $3.4 million and compensation expense recorded in the quarter ended December 31, 2016 was $40,565.

9. Commitments and Contingencies

Leases

The Company has entered into several non-cancellable operating leases for the rental of certain manufacturing and office space, equipment and automobiles expiring in various years through 2021. The principal building lease provides for a monthly rental of approximately $26,000. The Company also leases certain office equipment and automobiles under operating leases expiring through fiscal 2018.

Class Action Securities Litigation

On September 19, 2016, Richard Scalfani, an individual shareholder of Misonix, filed a lawsuit against the Company and its former CEO and CFO in the U.S. District Court for the Eastern District of New York, alleging violations of the federal securities laws. The complaint alleges that the Company’s stock price was artificially inflated between November 5, 2015 and September 14, 2016 as a result of alleged false and misleading statements in the Company’s securities filings concerning the Company’s business, operations, and prospects and the Company’s internal control over financial reporting. Scalfani filed the action seeking to represent a putative class of all persons (other than defendants, officers and directors of the Company, and their affiliates) who purchased publicly traded Misonix securities between November 5, 2015 and September 14, 2016. Scalfani seeks an unspecified amount of damages for himself and for the putative class under the federal securities laws.

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On November 18, 2016, Scalfani and another individual Misonix shareholder, Tracey Angiuoli, petitioned the Court to be appointed lead plaintiffs for purposes of pursuing the action on behalf of the putative class.

The Company believes it has various legal and factual defenses to the allegations in the complaint, and intends to vigorously defend the action. The case is at its earliest stages; there has been no discovery and there is no trial date. The Company is not able to estimate the amount of potential loss it may recognize, if any, from this claim. The Company believes that its insurance coverage is sufficient to cover a potential loss, after payment of the policy retention of $250,000.

Chinese Distributor

For several months, with the assistance of outside counsel, the Company has been conducting a voluntary investigation into the business practices of the independent Chinese entity that previously distributed its products in China and the Company’s knowledge of those business practices, which may have implications under the FCPA, as well as into various internal controls issues identified during the investigation.

On September 27, 2016 and September 28, 2016, we voluntarily contacted the SEC and the DOJ, respectively, to advise both agencies of these potential issues.  The Company has provided and will continue to provide documents and other information to the SEC and the DOJ, and is cooperating fully with these agencies in their investigations of these matters.

Although the Company’s investigation is complete, additional issues or facts could arise which may expand the scope or severity of the potential violations.  The Company has no current information derived from the investigation or otherwise to suggest that its previously reported financial statements and results are incorrect.

At this stage, the Company is unable to predict what, if any, action the DOJ or the SEC may take or what, if any, penalties or remedial measures these agencies may seek.  Nor can the Company predict the impact on the Company as a material effectresult of these matters, which may include the imposition of fines, civil and criminal penalties, which are not currently estimable, as well as equitable remedies, including disgorgement of any profits earned from improper conduct and injunctive relief, limitations on the Company’s financial conditionconduct, and the imposition of a compliance monitor.  The DOJ and the SEC periodically have based the amount of a penalty or resultsdisgorgement in connection with an FCPA action, at least in part, on the amount of operations.profits that a company obtained from the business in which the violations of the FCPA occurred.  Since the inception of its distributorship relationship with the prior Chinese distributor in 2012, the Company has generated sales of approximately $8 million from the relationship. 

 

In JulyFurther, the Company may suffer other civil penalties or adverse impacts, including lawsuits by private litigants in addition to the lawsuit that has already been filed, or investigations and fines imposed by local authorities. The investigative costs to date are approximately $1.9 million, of which approximately $1.4 million was charged to general and administrative expenses during the six months ended December 31, 2016.

10. Related Party Transactions

Applied BioSurgical, a company owned by the brother of the Company’s Chief Executive Officer, Stavros G. Vizirgianakis, is an independent distributor for the Company outside of the United States.

Set forth below is a table showing the Company’s net sales for the six months ended December 31 and accounts receivable at December 31 for the indicated time periods below with Applied BioSurgical:

  2016  2015 
       
Sales $278,036  $135,965 
Accounts receivable $274,641  $4,248 

On October 25, 2016, the Company sold 761,469 shares of Common Stock in a private placement to Stavros G. Vizirgianakis, the Company’s current Chief Executive Officer, at a price per share of $5.253, representing total cash proceeds to the Company of approximately $4.0 million.

11. Income Taxes

For the six months ended December 31, 2016 and 2015, the FASB issued ASU “Inventory (Topic 330).” The amendments in this update are effective for fiscal years beginning after December 2016. The adoptionCompany recorded an income tax benefit from continuing operations of Inventory (Topic 330) will not have a material impact on the Company’s consolidated financial statements.


MISONIX, INC.$56,000 and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)$307,000, respectively.

 

In November

13

For the six months ended December 31, 2016 and 2015, the FASB issued ASU 2015-17 “Balance Sheet Classificationeffective rate of deferred Taxes (Topic740)”. The amendments in this ASU require deferred(4.7)% and (87.2)%, respectively, on continuing operations varied from the U.S. federal statutory rate primarily due to permanent book tax liabilitiesdifferences, state taxes and assets be classified as noncurrent in a classified statement of financial position. The amendments eliminate the guidance in Topic 740 that requires an entity to separate deferred tax liabilities and assets into a current amount and a noncurrent amount in a classified statement of financial position. The amendments in this update have no effect on entities that do not present a classified statement of financial position. credits.

The Company, adopted ASU 2015-17 as of March 31, 2016 on a prospective basis. This means that the balance sheet for the period ended June 30, 2015, will be shown as previously reported. The effect is totallyreversed the valuation allowance against its deferred tax assets based on its consideration of all available positive and negative evidence including achieving cumulative profitable operating performance over the balance sheetpast three years and resulted in a reduction in current assets of $2,118,716 and a corresponding increase in noncurrent assetsits positive outlook for taxable income for the period endedfuture.

As of December 31, 2016 and June 30, 2015. In addition, working capital would have decreased by $2,118,716 to $16,170,213 for the period ended June 30, 2015.

In February 2016, the FASB issued guidance on lease accounting requiring lessees to recognize a right-of-use assetCompany has no material unrecognized tax benefits or accrued interest and a lease liability for long-term leases. The liability will be equal to the present value of lease payments. This guidance requires must be applied using a modified retrospective transition approach to all annual and interim periods presented and is effective for the company beginning in fiscal 2019. We are currently evaluating the impact of the guidance on the Company's financial condition, results of operations and related disclosures.

In March 2016, the FASB issued guidance on simplifying several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This guidance requires a mix of prospective, modified retrospective, and retrospective transition to all annual and interim periods presented and is effective for the Company beginning in fiscal 2018; implementation of this guidance is not expected to have a material effect on the Company’s financial condition or results of operations. penalties.

 

12. Licensing Agreements for Medical Technology

 

In October 1996, the Company entered into a License Agreement (the "USS License") with United States Surgical (now, Medtronic Minimally Invasive Therapies (“MMIT”)) for a twenty-year period,MMIT expiring October 2016,August 2017, covering the further development and commercial exploitation of the Company's medical technology relating to laparoscopic products, which uses high frequency sound waves to coagulate and divide tissue for both open and laparoscopic surgery.

The USS License gives CovidienMMIT license provides for exclusive worldwide marketing and sales rights for this technology. Under the USS License, theThe Company has received $475,000 in licensing fees (which are being recorded as income over the term of the USS License or 20 years), plus royalties based upon netreceives a 5% royalty on sales of AutoSonix products. Total royaltiesthese products by MMIT. Royalties from sales of this devicelicense agreement were approximately $2,930,000$1,885,788 and $3,140,000$1,979,026 for the ninesix months ended MarchDecember 31, 2016 and 2015, respectively.

13. Segment Reporting

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision-maker (“CODM") in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company 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. These decisions, allocations and assessments are performed by the CODM using consolidated financial information. Consolidated financial information is utilized by the CODM as the Company's current product offering primarily consists of minimally invasive therapeutic ultrasonic medical devices. The Company's products are relatively consistent and manufacturing is centralized and consistent across product offerings. Based on these factors, key operating decisions and resource allocations are made by the CODM using consolidated financial data and as such the Company has concluded that it operates as one segment.

Worldwide revenue for the Company's products is categorized as follows:

  For the Six Months Ended 
  December 31, 
  2016  2015 
       
Total        
Consumables $9,453,080  $7,305,993 
Equipment  2,748,925   3,984,347 
Total $12,202,005  $11,290,340 
         
Domestic        
Consumables $7,162,538  $5,286,747 
Equipment  841,257   983,365 
Total $8,003,795  $6,270,112 
         
International        
Consumables $2,290,542  $2,019,246 
Equipment  1,907,668   3,000,982 
Total $4,198,210  $5,020,228 

Substantially all of the Company’s long-lived assets are located in the United States.


14

14. Severance

On August 26, 2016, the Company and the Company’s former Chief Executive Officer, Michael McManus (“McManus”) entered into a retirement agreement and general release (the “Retirement Agreement”). Pursuant to the Retirement Agreement, on September 2, 2016 Mr. McManus resigned as a Director and the Chairman of the Board of Directors of the Company and retired as President and Chief Executive Officer of the Company. Pursuant to the Retirement Agreement, the Company agreed to (i) pay Mr. McManus’ salary through June 30, 2017 at the then current level; (ii) continue to pay premiums for Mr. McManus’ and his dependents’ coverage under the Company’s medical, dental, vision, hospitalization, long term care and life insurance coverage through June 30, 2017 at the then current levels upon timely election by Mr. McManus under the law informally known as COBRA; and (iii) extend the exercisability of previously granted and then currently vested options to purchase shares of Common Stock through June 30, 2017. In addition, Mr. McManus had continued use of the vehicle provided him pursuant to his prior employment agreement through December 31, 2016. In connection with this Retirement Agreement, the Company recorded a charge of $330,000 during the quarter ended September 30, 2016 to accrue for the cash portion of these benefits, which will be paid during the period ending June 30, 2017. In addition, the Company recorded a non-cash compensation expense of $61,000 in connection with the modification of the terms of his vested stock options, and recorded a reduction in non-cash compensation expense of $596,000 relating to the forfeiture of his unvested stock options.

15. Subsequent Events

NASDAQ Deficiency Letters

On September 15, 2016, Misonix received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company, as a result of not filing its Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “10-K”) on September 13, 2016 and disclosing that the Company likely would not be able to file the 10-K within the 15-day extension period provided in Rule 12b-25(b) under the Securities Exchange Act of 1934, as amended, was not in compliance with Listing Rule 5250(c)(1) of the Nasdaq Listing Rules (the “Rules”) for continued listing. In addition, on November 10, 2016, Misonix received a second deficiency letter from Nasdaq indicating that the Company, as a result of not filing its Quarterly Report on Form 10-Q for the period ended December 31, 2016 (the “Q1 10-Q”) by November 9, 2016, together with its prior failure to timely file the 10-K, was not in compliance with Listing Rule 5250(c)(1) for continued listing. In the letters, Nasdaq requested that Misonix submit a plan to regain compliance with the Rules by November 14, 2016. On November 14, 2016, Misonix submitted to Nasdaq a plan to regain compliance with the Rules. After reviewing Misonix's plan to regain compliance, Nasdaq granted an exception to enable the Company to regain compliance with the Rules. Under the terms of the exception, Misonix must file its 10-K and Q1 10-Q on or before March 13, 2017. In the event that Misonix does not satisfy the terms set forth in the extension, Nasdaq will provide written notification that Misonix's common stock will be delisted. At that time, Misonix may appeal Nasdaq's determination for a panel review. The Company filed the 10-K with the SEC on February 9, 2017.

On February 10, 2017, Misonix received a third deficiency letter from Nasdaq indicating that the Company, as a result of not filing its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (the “Q2 10-Q”) by February 9, 2017 and disclosing that the Company will not be able to file the Q2 10-Q within the five-day extension period provided in Rule 12b-25(b) under the Exchange Act, together with its prior and ongoing failure to timely file the Q1 10-Q, was not in compliance with Listing Rule 5250(c)(1) for continued listing. The Company previously submitted a plan to Nasdaq to regain compliance with the Rules and Nasdaq has granted the Company an exception until March 13, 2017 to regain compliance. The Company submitted its amended compliance plan to the Nasdaq on February 23, 2017 indicating that the Company expected to file its Q1 10-Q and Q2 10-Q by March 13, 2017.

Investigative Fees

Subsequent to December 31, 2016, the Company has incurred approximately $0.4 million in fees relating to its FCPA investigation and related activities.

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Item 2.Management’s Management��s Discussion and Analysis of Financial Condition and Results of Operations.

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations of Misonix and its subsidiaries, in which we refer to as the Company as“Company”, “Misonix”, “we”, “our” and “us”, should be read in conjunction with the accompanying unaudited financial statements included in “Item 1. FinancialPart I – Item 1 “Financial Statements” of this Report and “ItemItem 7. Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2015,February 9, 2017, for the fiscal year ended June 30, 20152016 (“20152016 Form 10-K”). Item 7 of the 20152016 Form 10-K describes the application of our critical accounting policies, for which there have been no significant changes as of MarchDecember 31, 2016.

 

Forward Looking Statements

 

This Report contains certainWith the exception of historical information contained in this Form 10-Q, content herein may contain "forward looking statements" that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. We cannot guarantee that any forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,will be accurate, although we believe that we have been reasonable in our expectations and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are intended to be covered by the safe harbors created thereby. Although the Company believesassumptions. Investors should realize that theif underlying assumptions underlying the forward looking statements contained herein are reasonable, any of the assumptions could beprove inaccurate and, therefore, there can be no assurance that the forward looking statements contained in this Report will prove to be accurate. Factors that could causeor unknown risks or uncertainties materialize, actual results to differcould vary materially from the results specifically discussed in the forward looking statementsour expectations and projections. These factors include but are not limited to, the absence of anticipated contracts, higher than historical costs incurred ingeneral economic conditions, delays and risks associated with the performance of contracts, risks associated with international sales and currency fluctuations, uncertainties as a result of research and development, acceptable results from clinical studies, including publication of results and patient/procedure data with varying levels of statistical relevance, risks involved in introducing and marketing new products, regulatory compliance, potential acquisitions, consumer and industry acceptance, litigation and/or contemplated 510(k) filings, the ability to achieve and maintain profitability in conductingour business lines, and other activities, product mixfactors discussed in sales, future economic, competitivethe 2016 Form 10-K, subsequent Quarterly Reports on Form 10-Q and market conditions, and the outcome of legal proceedings as well as management business decisions.Current Reports on Form 8-K. We disclaim any obligation to update any forward-looking statements.

 

NineOverview

Misonix designs, manufactures, develops and markets therapeutic ultrasonic devices. These products are used for precise bone sculpting, removal of soft tumors, and tissue debridement in the fields of orthopedic surgery, plastic surgery, neurosurgery, podiatry and vascular surgery. In the United States, the Company sells its products through a network of commissioned agents assisted by Company personnel. Outside of the United States, the Company sells to distributors who then resell the product to hospitals. The Company operates as one business segment.

In the United States, the Company is taking a more aggressive approach to taking market share, expanding the market and increasing its share of recurring disposable revenue by using a consignment model, whereby the Company will consign the equipment (which is defined as a generator, hand pieces and accessories) (the “Equipment”) and sell to customers higher margin disposable, single use items (the “Consumables”) on a recurring basis. Title remains with the Company with respect to consigned Equipment, which is depreciated and charged to selling expenses over a five year period beginning in fiscal 2017, and a three year period in fiscal 2016. Outside of the United States, the Company has principally not yet adopted a consignment model. The Company’s overall goal is to increase the utilization rate of Equipment which will increase the total number of procedures and maximize the sale of Consumables to our customers, with the goal of becoming the standard of care in the various segments we focus on.

Results of Operations

The following discussion and analysis provides information which the Company's management believes is relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere herein. Unless otherwise specified, this discussion relates solely to the Company's continuing operations.

All of the Company's sales have been derived from the sale of medical device products, which include manufacture and distribution of ultrasonic medical device products.

16

Three months ended MarchDecember 31, 2016 and 2015

 

Our sales by category for the three months ended December 31, 2016 and 2015 are as follows:

  For the Three Months Ended    
  December 31,  Net Change 
  2016  2015  $  % 
             
Total                
Consumables $4,908,885  $3,815,307  $1,093,578   28.7%
Equipment  1,121,495   2,224,048   (1,102,553)  -49.6%
Total $6,030,380  $6,039,355  $(8,975)  -0.1%
                 
Domestic                
Consumables $3,844,609  $2,702,636  $1,141,973   42.3%
Equipment  272,629   499,405   (226,776)  -45.4%
Total $4,117,238  $3,202,041  $915,197   28.6%
                 
International                
Consumables $1,064,276  $1,112,671  $(48,395)  -4.3%
Equipment  848,866   1,724,643   (875,777)  -50.8%
Total $1,913,142  $2,837,314  $(924,172)  -32.6%

Net sales:

Net sales increased 8.2% or $1,261,345decreased $8,975 to $16,716,487 for$6,030,380 in the nine months ended March 31, 2016second quarter of fiscal 2017, from $15,455,142 for the nine months ended March 31, 2015. The increase is due to higher BoneScalpel®$6,039,355 in fiscal 2016. Consumable sales of $1,784,360 and higher SonicOne OR® sales of $650,898, partially offset by lower SonicOne®sales of $442,682, lower SonaStar® sales of $440,634, lower Lysonix sales of $171,625, lower service sales of $85,243 and lower other sales of $33,729. There were 62 BoneScalpel units consigned in the United States increased 42.3%, or $1,141,973 for the quarter, in part due to the Company’s continued investment in its sales team and marketing efforts. This was offset by a reduction in International sales of $924,172. During the first quarter of fiscal 2017, the Company terminated its relationship with its Chinese distributor, which was its largest customer. Sales to this distributor during the nine month period ended March 31, 2016 as compared to 64 units consigned for the ninethree months ended March 31, 2015. There were 34 SonicOne OR units consigned for the nine month period ended March 31, 2016 as compared to 13 units consigned for the nine month ended March 31, 2015.

Set forth below are tables showing the Company’s net sales by (i) product category and (ii) geographic region for the nine months ended MarchDecember 31, 2016 and 2015:2015 were $0 and $646,583, respectively. In February 2017, the Company executed an agreement with a new Chinese distributor, with initial shipments anticipated to begin in 2017.

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  Nine months ended March 31, 
  2016  2015  Variance 
BoneScalpel $9,182,543  $7,398,183  $1,784,360 
SonicOne OR  1,995,005   1,344,107   650,898 
SonicOne  501,427   944,109   (442,682)
SonaStar  4,828,472   5,269,106   (440,634)
Other  209,040   499,637   (290,597)
  $16,716,487  $15,455,142  $1,261,345 

  Domestic Sales 
  Nine months ended  March 31, 
  2016  2015  Variance 
BoneScalpel $5,664,723  $4,016,952  $1,647,771 
SonicOne OR  1,955,844   1,303,741   652,103 
SonicOne  490,961   922,892   (431,931)
SonaStar  1,146,655   1,183,523   (36,868)
Other  66,745   281,994   (215,249)
  $9,324,928  $7,709,102  $1,615,826 

  International Sales 
  Nine months ended  March 31, 
  2016  2015  Variance 
BoneScalpel $3,517,820  $3,381,231  $136,589 
SonicOne OR  39,161   40,366   (1,205)
SonicOne  10,466   21,217   (10,751)
SonaStar  3,681,817   4,085,583   (403,766)
Other  142,295   217,643   (75,348)
  $7,391,559  $7,746,040  $(354,481)

  Nine months ended March 31, 
  2016  2015 
United States $9,324,928  $7,709,102 
Australia  203,518   313,221 
Europe  2,286,245   2,590,616 
Asia  2,246,285   2,759,121 
Canada and Mexico  620,086   513,916 
South America  682,688   615,295 
South Africa  349,490   245,151 
Middle East  1,003,247   708,720 
  $16,716,487  $15,455,142 

18 

 

Gross profit: 

Gross profit decreased to 66.7%in the second quarter of fiscal 2017 was 69.8% of sales, forwhich increased from 67.6% in the nine months ended March 31, 2016second quarter of fiscal 2016. The increase resulted from 67.5%a stronger mix of sales for the nine months ended March 31, 2015. The decrease inConsumables revenue which carries a higher gross profit percentage is mainly related to an increase in reserves for obsolete inventory.margin than Equipment revenue.

 

Selling expenses:expenses 

Selling expenses increased $2,174,235by $279,447, or 9.3% to $8,744,498 for$3,271,134 in the nine month period ended March 31, 2016second quarter of fiscal 2017 from $6,570,263 for$2,991,687 in the nine months ended March 31, 2015.prior year period. The increase is principally related to higher salary and sales commission expenses. The Company continues to invest in sales and marketing in order to gain market share. The Company’s strategy to leverage its existing distributor network with product specialists domestically resulted in part in domestic sales growing by 28.6% during the second quarter. This quarterly expense increase is relatedwas partially offset by a decrease in depreciation of consigned units of $134,000, resulting from a change in accounting estimate to higher salary expenses of $822,526, due to increased head count, higher commission expenses of $420,539, higher travel expenses of $271,820, higher depreciation expense of $271,080 due to the increasedepreciate these units over five years in consignment units, higher advertising expenses of $230,814, higher employee benefit expenses of $118,667, due to increased headcount, higher training expenses of $34,937 and higher other expenses of $3,852.fiscal 2017 compared with three years in fiscal 2016.

 

General and administrative expenses:

General and administrative expenses increased $972,246by $412,329, or 24.6% to $5,336,507 for$2,087,419 in the nine month period ended March 31, 2016second quarter of fiscal 2017 from $4,364,261 for$1,675,090 in the nine month period ended March 31, 2015.prior year period. The increase is due to higher non-cash compensation expensesresulted principally from increased legal and accounting fees of $412,344 due$694,000 relating to the issuance of stock options, higher accounting expenses of $284,924, higher insurance expenses of $170,468 and higher salary expenses of $112,344, partially offset by lower other expenses of $7,834.Investigation.

 

Research and development expenses:

Research and development expenses increased $65,435by $48,296, or 12.3% to $1,235,100 for$440,364 in the nine months ended March 31, 2016second quarter of fiscal 2017 from $1,169,665 for$392,068 in the nine months ended March 31, 2015.prior year period. The increase is due generally to higher salary and consulting costs for increased product development material expenses of $131,973, higher office expenses of $8,077 and higher other expenses of $2,098, partially offset by lower patent and regulatory amortization of $76,713.activities.

 

Other income (expense): 

Other income fordecreased $70,547 to $942,427 in the nine months ended March 31, 2016 was $2,952,722 as compared to $3,207,997 forsecond quarter of fiscal 2017 from $1,012,974 in the nine months ended March 31, 2015.prior year period. The decrease is primarily duerelated to lower royalty income of $255,362 from MMIT. This royalty agreement expires in August 2017.

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Income taxes: 

For the ninethree months ended MarchDecember 31, 2016 the Company recorded an effective tax rate of 26.6% compared to 3.6% for the nine months ended March 31, 2015. The Company, as of June 30,and 2015, reversed the valuation allowance against its deferred tax assets based upon the strong positive evidence of strong future income. The results of the first fiscal half 2016 do not alter the strong positive evidence. As a result, the Company recorded an income tax benefit forfrom continuing operations of $30,000 and $139,000, respectively. For the first fiscal halfthree months ended December 31, 2016 atand 2015, the annual projectedCompany recorded a tax benefit with an effective tax rate of 26.6%.(4.7)% compared to (390.6)%, respectively. The change relates to a change in permanent book to tax differences. The effective tax rate for both periods was also affected by state taxes and tax credits.

 

Income (Loss): Net loss for the nineSix months ended March 31, 2016 was $(724,400) as compared to net income of $1,738,734 for the nine months ended March 31, 2015. The Company continues to invest in sales and marketing in order to gain market share.

Three months ended MarchDecember 31, 2016 and 2015

 

Our sales by category for the six months ended December 31, 2016 and 2015 are as follows:

  For the Six Months Ended    
  December 31,  Net Change 
  2016  2015  $  % 
             
Total                
Consumables $9,453,080  $7,305,993  $2,147,087   29.4%
Equipment  2,748,925   3,984,347   (1,235,422)  -31.0%
Total $12,202,005  $11,290,340  $911,665   8.1%
                 
Domestic                
Consumables $7,162,538  $5,286,747  $1,875,791   35.5%
Equipment  841,257   983,365   (142,108)  -14.5%
Total $8,003,795  $6,270,112  $1,733,683   27.6%
                 
International                
Consumables $2,290,542  $2,019,246  $271,296   13.4%
Equipment  1,907,668   3,000,982   (1,093,314)  -36.4%
Total $4,198,210  $5,020,228  $(822,018)  -16.4%

Net sales:

Net sales increased 2.1% or $111,350$911,665 to $5,426,147 for$12,202,005 in the threefirst six months ended March 31, 2016of fiscal 2017, from $5,314,797 for$11,290,340 the three months ended March 31, 2015. The increase is due to higher BoneScalpelprior year period. Consumable sales of $899,135 and higher SonicOne OR sales of $39,462, partially offset by lower SonaStar sales of $506,382, lower SonicOne sales of $143,063, lower Lysonix sales of $121,039 and lower other sales of $56,763. There were 14 BoneScalpel units consigned in the United States increased 35.5%, or $1,875,791 for the threeperiod, in part due to the Company’s continued investment in its sales team and marketing efforts. This was offset by a reduction in International sales of $822,018. During the first quarter of fiscal 2017, the Company terminated its relationship with its Chinese distributor, which was its largest customer. Sales to this distributor during the six months ended March 31, 2016 as compared to 27 consigned units for the three months ended March 31, 2015. There were 11 SonicOne OR units consigned in the United states for the three months ended MarchDecember 31, 2016 and 2015 were $0 and $899,635, respectively.


Set forth below are tables showing In February 2017, the Company’s net sales by (i) product category and (ii) geographic region for the three months ended March 31, 2016 and 2015:Company executed an agreement with a new Chinese distributor, with initial shipments anticipated to begin in 2017.

 

  Three months ended March 31, 
  2016  2015  Variance 
BoneScalpel $3,111,580  $2,212,445  $899,135 
SonicOne OR  602,953   563,491   39,462 
SonicOne  140,821   283,884   (143,063)
SonaStar  1,542,493   2,048,875   (506,382)
Other  28,300   206,102   (177,802)
  $5,426,147  $5,314,797  $111,350 

  Domestic Sales 
  Three months ended March 31, 
  2016  2015  Variance 
BoneScalpel $1,972,423  $1,235,017  $737,406 
SonicOne OR  589,713   550,885   38,828 
SonicOne  137,074   272,551   (135,477)
SonaStar  353,467   411,401   (57,934)
Other  2,140   137,169   (135,029)
  $3,054,817  $2,607,023  $447,794 

  International Sales 
  Three months ended March 31, 
  2016  2015  Variance 
BoneScalpel $1,139,157  $977,428  $161,729 
SonicOne OR  13,240   12,606   634 
SonicOne  3,747   11,333   (7,586)
SonaStar  1,189,026   1,637,474   (448,448)
Other  26,160   68,933   (42,773)
  $2,371,330  $2,707,774  $(336,444)

  Three months ended December 31, 
  2016  2015 
United States $3,054,817  $2,607,023 
Australia  82,985   161,858 
Europe  814,962   866,726 
Asia  677,692   1,016,518 
Canada and Mexico  208,538   272,700 
South America  207,137   96,087 
South Africa  213,525   64,535 
Middle East  166,491   229,350 
  $5,426,147  $5,314,797 


Gross profit: 

Gross profit decreased to 65.9%in the first six months of fiscal 2017 was 69.4% of sales, forwhich increased from 67.1% in the three months ended March 31, 2016prior year period. The increase resulted from 68.6%a stronger mix of sales for the three months ended March 31, 2015. The decrease is primarily related to an increase in reserves for obsolete inventory.Consumables revenue which carries a higher gross profit margin than Equipment revenue.

 

Selling expenses:expenses 

Selling expenses increased $759,159by $948,854, or 16.8% to $3,224,962 for$6,596,821 in the threefirst six months ended March 31, 2016of fiscal 2017 from $2,465,803 for$5,647,967 in the three months ended March 31, 2015.prior year period. The increase is principally related to higher salary and sales commission expenses. The Company continues to invest in sales and marketing in order to gain market share. The Company’s strategy to leverage its existing distributor network with product specialists domestically resulted in part in domestic sales growing by 27.6% during the first half of fiscal 2017. This expense increase is due to higher salary expenseswas partially offset by a decrease in depreciation of $432,113, due to the increased headcount, higher travel expenses of $99,764, higher depreciation expenses of $74,528 due to the increase in consigned units higher advertising expenses of $51,207, higher employee benefits expenses of $47,586, due$268,000, resulting from a change in accounting estimate to increased head count, higher training expenses of $37,951 and higher other expenses of $16,010.depreciate these units over five years in fiscal 2017 compared with three years in fiscal 2016.

 

General and administrative expenses:

General and administrative expenses increased $89,996by $540,230, or 15.5% to $1,673,395 for$4,019,240 in the threefirst six months ended March 31, 2016of fiscal 2017 from $1,583,399 for$3,479,010 in the three months ended March 31, 2015.prior year period. The increase is related to higher non-cash compensation expensesresulted principally from increased legal and accounting fees of $166,936 due$1.1 million relating to the issuance of stock options,Investigation. This increase was partially offset by lower salary expensesa reduction in non-cash stock compensation expense of $46,862, lower stockholder relations expenses$805,000, which includes a reversal of $13,403, lower directors fee expensesstock compensation previously recognized on the Company’s prior CEO, and the second quarter of $5,168 due to the loss of one director and lower other expenses of $11,507.fiscal 2017 did not contain a charge for CEO compensation.

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Research and development expenses:

Research and development expenses increased $86,003by $140,386, or 17.7% to $493,776 for$932,448 in the threefirst six months ended March 31, 2016of fiscal 2017 from $407,773 for$792,062 in the three months ended March 31, 2015.prior year period. The increase is due generally to higher salary and consulting costs for increased product development material expenses of $76,709, higher salary expenses of $18,746, partially offset by lower training and office expenses of $8,572 and lower other expenses of $880.activities.

 

Other income (expense): 

Other income fordecreased $110,624 to $1,884,518 in the three months ended March 31, 2016 was $957,580 as compared to $1,025,587 forfirst half of fiscal 2017 from $1,995,142 in the three months ended March 31, 2015.prior year period. The decrease is primarily duerelated to lower royalty income of $69,002 from MMIT.

Income (Loss): Net loss for the three months ended March 31, 2016 was $(679,244) as compared to net income of $454,340 for the three months ended March 31, 2015. The Company continues to invest This royalty agreement expires in sales and marketing in order to gain market share.August 2017.

 

Income taxes: 

For the threesix months ended MarchDecember 31, 2016 the Company recorded an effective tax rate of 1.7% compared to 3.9% for the three months ended March 31, 2015.  The Company, as of June 30,and 2015, reversed the valuation allowance against its deferred tax assets based upon the strong positive evidence of strong future income. The results of the first fiscal quarter 2016 do not alter the strong positive evidence. As a result, the Company recorded an income tax benefit forfrom continuing operations of $56,000 and $307,000, respectively. For the first fiscal quartersix months ended December 31, 2016 atand 2015, the annual projectedCompany recorded a tax benefit with an effective tax rate of 26.6%.(4.7)% and (87.2)%, respectively. The change relates to a change in permanent book to tax differences. The effective tax rate for both periods was also affected by state taxes and tax credits.

 

Liquidity and Capital Resources

 

We regularly review our cash funding requirements and attempt to meet those requirements through a combination of cash on hand, cash provided by operations and possible future public or private debt and/or equity offerings.  At times, we evaluate possible acquisitions of, or investments in, businesses that are complementary to ours, which may require the use of cash.  At March 31, 2016, we had $8,357,990 in cash and no long term debt. We believe that our cash, other liquid assets and access to equity capital markets, taken together, provide adequate resources to fund ongoing operating expenditures.  In the event that they do not, we may require additional funds in the future to support our working capital requirements or for other purposes and may seek to raise such additional funds through the sale of public or private equity and/or debt financings, and divestiture of current business lines as well as from other sources.  No assurance can be given that additional financing will be available in the future or that if available, such financing will be obtainable on favorable terms when required.

Working capital at MarchDecember 31, 2016 and June 30, 2015 was approximately $16,197,000 and $18,289,000, respectively.$18.1 million. For the ninesix months ended March 31, 2016, cash used by operations totaled $1,100,804, primarily related to the net loss and increased inventory.  For the nine months ended MarchDecember 31, 2016, cash used in operations was $101,331, mainly due to the Company’s net loss of $1,136,665 and an increase in inventory of $117,000, offset by $566,000 of non-cash depreciation expense and non-cash compensation, a $289,000 reduction in accounts receivable and prepaid expenses, and a $381,000 increase in accounts payable and accrued expenses.

Cash used in investing activities was $482,102$322,723, primarily consisting of the purchase of property, plant and equipment along with filing for additional patents.

Cash provided by investing activities was $4.1 million for the first six months of fiscal 2017. On October 25, 2016, the Company sold 761,469 shares of Common Stock in a private placement to Stavros G. Vizirgianakis, a director of the Company and its current Chief Executive Officer, at a price per share of $5.253, representing total cash proceeds to the Company of approximately $4.0 million.

As of February 28, 2017, the Company had a cash balance of approximately $11.9 million and believes it has sufficient cash to finance operations for at least the next 12 months.

Relating to the internal investigation described herein, the Company has incurred approximately $1.9 million in investigative costs and is expected to incur additional costs until the matter is fully resolved. Further, the Company could be subject to fines or penalties related to potential violations of the acquisition of additional fixed assets and patent filings. For the nine months ended March 31, 2016, cash provided by financing activities was $151,247 from the exercise of stock options.  For the nine months ended March 31, 2016, cash provided by discontinued operations was $165,000.FCPA.

 

The Company has been receiving an annual royalty from MMIT which has averaged $3.7 million per year over the last three fiscal years. This royalty will end in August 2017.

Off-Balance Sheet Arrangements

 

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’sCompany's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that areis material to the Company.


Other

 

In the opinion of management, inflation has not had a material effect on the operations of the Company.

 

NewRecent Accounting Pronouncements

 

See Note 111 to our consolidated financial statements included herein.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk.Risk

Market Risk:

 

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which the Company is exposed are interest rates on cash and cash equivalents.

 

Interest Rate Risk:

 

The Company earns interest on cash balances and pays interest on debt incurred. In light of the Company’s existing cash, results of operations and projected borrowing requirements, the Company does not believe that a 10% change in interest rates would have a significant impact on its consolidated financial position.

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Item 4. Controls and Procedures.Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our disclosureDisclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensureprovide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisiondecisions regarding required disclosures.

All internal control systems, no matter how well designed and tested, have inherent limitations, including, among other things, the possibility of human error, circumvention or disregard. Therefore, even those systems of internal control that have been determined to be effective can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Part II - Item 1 “Legal Proceedings” in this 10-Q, in April 2016, the Company’s management informed the Board of violations of Company policies and procedures and possible violations of laws and regulations, involving Michael A. McManus, the Company’s former President and Chief Executive Officer, and other Company personnel. Subsequently, in mid-May 2016, the Audit Committee of the Board of Directors initiated the investigation of these matters. Special external counsel was retained and conducted the Investigation with the assistance of an advisory firm with forensic accounting expertise. Mr. McManus’ employment with the Company ceased on September 2, 2016.

The Investigation resulted in the Company notifying the SEC and DOJ about possible violations of the FCPA and other internal controls matters. These possible violations of laws included knowledge of certain business practices of the independent Chinese entity that distributes the Company’s products in China, which practices raised questions under the FCPA.

The Investigation did not identify any financial loss to the Company and did not identify any material misstatements in the Company’s financial statements. However, as a result of the Company’s Investigation and related activities, it has incurred approximately $1.8 million of professional fees as of February 28, 2017 and has terminated the agreement with its former distributor in China, which was the Company’s largest customer during the prior three fiscal years. In addition, the Company could be subject to disgorgement, fines or penalties related to potential violations of the FCPA as described in Part II - Item 1 “Legal Proceedings” below.

In connection with the Investigation, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’sits disclosure controls and procedures as of MarchDecember 31, 2016. Due to the material weaknesses in internal control over financial reporting as described below in “Internal Control over Financial Reporting”, our current CEO and Interim CFO have concluded that our disclosure controls and procedures were not effective, and were not operating at a reasonable assurance level, as of December 31, 2016.

Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to a process designed by, or under the supervision of, our CEO and our CFO and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

·pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

·provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our Board; and

·provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

21

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness (as defined in Rule 12b-2 under the Exchange Act) is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016, and, based on theirthe criteria established in the 2013Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon this evaluation, management has determined, because of the Chief Executive Officerfindings from the Investigation, and Chief Financial Officerthe Company’s inability to rely on certain personnel, processes and internal controls, that material weaknesses existed at December 31, 2016, as described below. In light of such material weaknesses, management has concluded that the Company’s disclosureinternal control over financial reporting was ineffective as of December 31, 2016.

The Company did not have an effective control environment, risk assessment process, information and communication process and monitoring activities. These matters related to ineffective ethical governance, ineffective governance controls, and procedures are effective.ineffectively implemented policies and procedures. The aggregation of issues identified within each of these areas resulted in the conclusion that a material weakness existed with respect to the “tone at the top” and effectiveness of governance within the Company. Specifically:

·The Company failed to establish a tone at the top that demonstrated its commitment to integrity and ethical values.

·The Company lacked effective controls and procedures to ensure that all members of management and Board members report to the full Board all possible illegal acts and violations of Company policy.

·The Company lacked effective procedures and controls to ensure that all reimbursement requests are handled in a manner consistent with the Board’s authorizations and the Company’s policies and procedures.

·The Company did not have effective information and communication and monitoring controls, including a robust whistleblower process, relating to the timely identification and communication of issues among financial reporting personnel, management, the Board, and the independent registered public accounting firm to enable appropriate analysis, financial reporting, and disclosure of such transactions.

In addition, the Company did not properly supervise the preparation and review the calculation of its income tax provision and deferred tax asset. While this control deficiency did not result in a material misstatement of the Company’s financial statements, it could have resulted in misstatements of the aforementioned accounts and disclosures that would not be prevented or detected in a timely manner. Accordingly, our management concluded that this control deficiency also constitutes a material weakness.

 

ChangesThe identified control deficiencies did not result in Internal Control Over Financial Reporting

There has been no changeany material misstatements in the Company’s financial statements. However, these control deficiencies created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Accordingly, we concluded that the control deficiencies represented material weaknesses in the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2016.

Remediation of Material Weaknesses

The Company continues to work to strengthen our internal control over financial reporting. We are committed to ensuring that such controls are designed and operating effectively. Our Board and management take internal control over financial reporting and the integrity of the Company’s financial statements seriously and believe that the remediation steps described below, including with respect to personnel changes, were and are essential steps to establishing and maintaining strong and effective internal control over financial reporting and addressing the tone at the top concerns that contributed to the material weaknesses identified. Some of these remediation steps have taken place as of December 31, 2016. The following actions and plans will be or have been implemented during the fiscal 2017 year:

·The Board replaced Mr. McManus effective September 2, 2016 with our then interim and now current CEO, Stavros G. Vizirgianakis. In addition, on September 13, 2016, the Board appointed Joseph P. Dwyer as the Company’s interim CFO, reporting to the Company’s new CEO and the Audit Committee of the Board. On that date, Richard A. Zaremba ceased serving as the Company’s Senior Vice President and CFO and was appointed Senior Vice President, Finance, while remaining as the Company’s Secretary and Treasurer.

22

·In November 2016, the Company hired an Interim Chief Compliance Officer who reports directly and regularly to the CEO and the Chairman of the Audit Committee. The Interim Chief Compliance Officer is implementing an improved documentary framework, focusing initially on FCPA compliance and working with the Company’s sales and marketing personnel.

·The Board, as recommended by the Interim Chief Compliance Officer, reconstituted the Company’s internal compliance committee to include the entire senior management team, with the Chief Compliance Officer as Chair and the sales and marketing officers as non-voting members. This action was designed in part to ensure that all members of senior management report all possible illegal acts.

·The Company reconstituted the membership of its Board committees. T. Guy Minetti, former Chairman of our Audit Committee, resigned from the Board on December 15, 2016.

·The Board reviewed and updated its Committee charters to provide, among other things, a more robust and structured governance process.

·The Company updated its Code of Conduct and Ethics and implemented a toll-free whistleblower hotline that is reported directly to the Chairman of the Audit Committee. In addition, the Company has increased communication and will increase training to employees regarding the ethical values of the Company and the requirement to comply with laws, rules, regulations, and Company policies, including the Code of Conduct and Ethics, and the importance of accurate and transparent financial reporting.

·Under the supervision of the Board, the Company will emphasize to key leadership the importance of setting appropriate tone at the top and of appropriate behavior with respect to accurate financial reporting, compliance with laws, and adherence to the Company’s internal control over financial reporting framework and accounting policies.

·The Company terminated the agreement with its former independent distributor of its products in China.

·The Company is amending distribution agreements with its international distributors to add more fulsome provisions regarding compliance with laws, including compliance with the FCPA and other applicable anti-bribery provisions.

·The Company is instituting a more robust screening process for its independent distributors with respect to legal compliance, including compliance with the FCPA and other applicable anti-bribery provisions.

·The Company is implementing a regularly recurring risk assessment process focused on identifying and analyzing risks of financial misstatement due to error and/or fraud, including management override of controls.

·The Company is updating its policies and procedures to ensure the proper processing of transactions with senior executives, and to enhance the review and approval for these types of transactions and ensure their proper disclosure, and will train relevant employees on such updated policies.

·We have engaged a third-party expert consulting firm specializing in tax and technical accounting and financial reporting issues to assist our management with the review of our tax provisions and the accounting treatment and the financial reporting and disclosure of complex and non-recurring transactions.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) ofunder the Exchange Act) that occurred during the ninethree months ended MarchDecember 31, 2016 that has materially affected, or is reasonableare reasonably likely to materially affect, our internal control over financial reporting. As noted above, the Company began the process of enhancing existing controls and designing and implementing additional controls and procedures in response to the material weaknesses.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Former Chinese Distributor

For several months, with the assistance of outside counsel, the Company has been conducting the Investigation into the business practices of the independent Chinese entity that previously distributed its products in China and the Company’s knowledge of those business practices, which may have implications under the FCPA, as well as into various internal controls issues identified during the Investigation.

On September 27, 2016 and September 28, 2016, we voluntarily contacted the SEC and the DOJ, respectively, to advise both agencies of these potential issues. We have provided and will continue to provide documents and other information to the SEC and the DOJ, and are cooperating fully with these agencies in their investigations of these matters.

Although our Investigation is complete, additional issues or facts could arise which may expand the scope or severity of the potential violations. The Company could also receive additional requests from the DOJ or SEC, which may require further investigation. The Company has no current information derived from the Investigation or otherwise to suggest that its previously reported financial statements and results are incorrect.

At this stage, the Company is unable to predict what, if any, action the DOJ or the SEC may take or what, if any, penalties or remedial measures these agencies may seek. Nor can we predict the impact on the Company as a result of these matters, which may include the cost of investigations, defense, imposition of fines, civil and criminal penalties, which are not currently estimable, as well as equitable remedies, including disgorgement of any profits earned from improper conduct and injunctive relief, limitations on the Company’s conduct, and the imposition of a compliance monitor. The DOJ and the SEC periodically have based the amount of a penalty or disgorgement in connection with an FCPA action, at least in part, on the amount of profits that a company obtained from the business in which the violations of the FCPA occurred. Since the inception of its distributorship relationship with the prior Chinese distributor in 2012, the Company has generated sales of approximately $8 million from the relationship.

Further, we may suffer other civil penalties or adverse impacts, including lawsuits by private litigants in addition to the lawsuit that has already been filed, or investigations and fines imposed by local authorities.

Class Action Securities Litigation

On September 19, 2016, Richard Scalfani, an individual shareholder of Misonix, filed a lawsuit against the Company and its former CEO and CFO in the U.S. District Court for the Eastern District of New York, alleging violations of the federal securities laws. The complaint alleges that the Company’s stock price was artificially inflated between November 5, 2015 and September 14, 2016 as a result of alleged false and misleading statements in the Company’s securities filings concerning the Company’s business, operations, and prospects and the Company’s internal control over financial reporting. Scalfani filed the action seeking to represent a putative class of all persons (other than defendants, officers and directors of the Company, and their affiliates) who purchased publicly traded Misonix securities between November 5, 2015 and September 14, 2016. Scalfani seeks an unspecified amount of damages for himself and for the putative class under the federal securities laws.


Part II - OTHER INFORMATION

On November 18, 2016, Scalfani and another individual Misonix shareholder, Tracey Angiuoli, petitioned the Court to be appointed lead plaintiffs for purposes of pursuing the action on behalf of the putative class.

The Company believes it has various legal and factual defenses to the allegations in the complaint, and intends to vigorously defend the action. The case is at its earliest stages; there has been no discovery and there is no trial date.

 

Item 1A. Risk Factors.

 

Risks and uncertainties that, if they were to occur, could materially adversely affect our business or that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this Report and other public statements were set forth in the “ItemItem 1A. Risk– “Risk Factors” section of our 2015 Form 10-K.10-K for the fiscal year ended June 30, 2016. There have been no material changes from the risk factors disclosed in that Form 10-K.

24

 

Item 6. Exhibits.

Exhibits 

Exhibit 31.1No. Rule 13a-14(a)/15d-14(a) Certification  Description
   
Exhibit 31.231.1 Chief Executive Officer—Certification pursuant to Rule 13a-14(a)/ or Rule 15d-14(a) Certificationof the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
Exhibit 32.131.2 Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 1350 Certification302 of Chief Executive Officerthe Sarbanes-Oxley Act of 2002.
   
Exhibit 32.232.1 Chief Executive Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, Certificationas adopted pursuant to Section 906 of Chief Financial Officerthe Sarbanes- Oxley Act of 2002.
   
Exhibit 32.2Chief Financial Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS XBRL Instance Document
   
Exhibit 101.SCH XBRL Taxonomy Extension Scheme Document
   
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
   
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
   
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document
   
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document


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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 5, 2016

 MISONIX, INC.
 (Registrant)
  
Dated: March 13, 2017By:/s/ Michael A. McManus, Jr.Stavros G. Vizirgianakis
  Michael A. McManus, Jr.Stavros G. Vizirgianakis
  President and Chief Executive Officer
  
 By:/s/ Richard A. ZarembaJoseph P. Dwyer
  Richard A. ZarembaJoseph P. Dwyer
  Senior Vice President,Interim Chief Financial Officer

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Exhibit No.Description
31.1Chief Executive Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Treasurer
31.2Chief Financial Officer—Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Chief Executive Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Secretary18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2Chief Financial Officer—Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Scheme Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document


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