UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 5, 2020

MISONIX, INC.

(Exact name of Registrant as specified in its charter)

(631) 694-9555

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [  ]

Securities registered pursuant to Section 12(b) of the Act:

Item 2.02. Results of Operations and Financial Condition.

On November 5, 2020, Misonix, Inc. (the “Company”) issued a press release announcing financial results of its quarter ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any document filed under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

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

Exhibit 99.1

For Immediate Release

MISONIX FISCAL 2021 FIRST QUARTER REVENUE RISES 59% TO $17.7 MILLION

FARMINGDALE, N.Y., November 5, 2020 — Misonix, Inc. (Nasdaq: MSON) (“Misonix” or the “Company”), a provider of minimally invasive therapeutic ultrasonic medical devices and regenerative products that enhance clinical outcomes, today reported unaudited financial results for the fiscal 2021 first quarter ended September 30, 2020 as summarized below:

		Three Months Ended
		September 30,
		2020				2019
Revenue		$	17,735,342			$	11,145,922
Gross profit		$	12,624,741			$	7,909,275
Gross profit percentage			71.2	%			71.0	%
Pretax loss		$	(4,978,652	)		$	(2,288,508	)
Income tax benefit		$	-			$	(4,085,000	)
Net (loss) income		$	(4,978,652	)		$	1,796,492
EBITDA (1)		$	(2,921,550	)		$	(1,792,115	)
Adjusted EBITDA (1)		$	(2,155,417	)		$	307,444

 

On September 27, 2019, Misonix acquired privately held Solsys Medical, LLC (“Solsys”). The actual results presented for the three months ended September 30, 2020 reflect the Company’s legacy Misonix operations as well as revenue and expenses from the acquired Solsys operations. The comparable three-month period ended September 30, 2019 reflects Misonix’s operations as well as four days from the acquired Solsys operations.

First Quarter Fiscal 2021 Highlights:

Stavros Vizirgianakis, Chief Executive Officer of Misonix stated, “Misonix’s fiscal 2021 first quarter financial results reflect ongoing improvements in domestic procedural volumes and continued robust sales of our next generation Nexus platform, as highlighted in the preliminary results we announced in early October. As a result, pro-forma revenues showed a marked sequential improvement, decreasing 9.0% year-over-year from a 21.6% year-over-year decline last quarter.

“I am pleased with our ability to rapidly execute on our various operational initiatives, which has helped offset many of the challenges brought on by the pandemic across almost every aspect of our business and the global healthcare industry at large. The improved results highlight our ability to continue to grow the business and maintain healthy gross margins with stronger anticipated gains, as the world reaches some level of normality through vaccinations and improved therapeutics.

“With a dedicated and talented team, a collaborative and constructive culture, continued investments in R&D and innovations, as well as the ability to partner with other great companies to bring new solutions to market, Misonix has the strength and resources to grow, and enhance shareholder value.”

Sales Performance Supplemental Data (unaudited)

 

			For the three months ended
			September 30,								Net change
			2020				2019				$				%
Total
Surgical			$	9,099,464			$	9,611,298			$	(511,834	)			-5.3	%
Wound				8,635,878				1,534,624				7,101,254				462.7	%
Total			$	17,735,342			$	11,145,922			$	6,589,420				59.1	%
Domestic:
Surgical			$	6,215,171			$	5,115,022			$	1,100,149				21.5	%
Wound				8,528,240				1,429,886				7,098,354				496.4	%
Total			$	14,743,411			$	6,544,908			$	8,198,503				125.3	%
International:
Surgical			$	2,884,293			$	4,496,276			$	(1,611,983	)			-35.9	%
Wound				107,638				104,738				2,900				2.8	%
Total			$	2,991,931			$	4,601,014			$	(1,609,083	)			-35.0	%

Joe Dwyer, Chief Financial Officer, added, “While we are encouraged by the sequential growth in revenue from $13.7 million in our fiscal fourth quarter to $17.7 million in the current quarter, we are also pleased with the results of our efforts to lower operating expenses and conserve cash. Our cash used in operations was $3.8 million in the current quarter, down from approximately $8.0 million in the second and third quarters of fiscal 2020. This led to an adjusted EBITDA loss of $2.2 million for the first quarter of fiscal 2021, compared with an average loss of $4.8 million for each of the two prior quarters, and allowed us to end the quarter with cash of $34.9 million.

“In addition, we continue to focus on achieving added cost efficiencies from our acquisition of Solsys Medical, and to drive incremental cost savings across the Company as a whole, while not sacrificing our ability to support revenue growth and bring new products and solutions to market. We believe these ongoing actions will assist with preserving our strong balance sheet and help us manage through the pandemic as a more effective and efficient company.”

Fiscal First Quarter 2021 Conference Call

Misonix will host a conference call and webcast today, Thursday, November 5, 2020, at 4:30 p.m. ET to discuss its financial results and operations and host a question and answer session. To access the conference call, interested parties may dial 866-269-4261 (domestic) or 323-347-3277 (international) conference ID 6012151. Participants may also listen to a live webcast of the call through the “Events and Presentations” section under “Investor Relations” on Misonix’s website at www.misonix.com. A webcast replay will be available for 30 days following the live event at www.misonix.com.

About Misonix, Inc.

Misonix, Inc. (Nasdaq: MSON) is a provider of minimally invasive therapeutic ultrasonic medical devices and regenerative tissue products. Its surgical team markets and sells Nexus, BoneScalpel, and SonaStar, which facilitate precise bone sculpting and removal of soft and hard tumors and tissue, primarily in the areas of neurosurgery, orthopedic, plastic and maxillo-facial surgery. The Company’s wound team markets and sells TheraSkin, Therion, TheraGenesis and SonicOne to debride, treat and heal chronic and traumatic wounds in inpatient, outpatient and physician office sites of service. At Misonix, Better Matters! That is why throughout the Company’s history, Misonix has maintained its commitment to medical technology innovation and the development of products that radically improve outcomes for patients. Additional information is available on the Company’s web site at www.misonix.com.

Safe Harbor Statement

With the exception of historical information contained in this press release, 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 include projections regarding Misonix’s future operating results, ability to grow revenue, and ability to maintain gross profit margins. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Investors are cautioned that forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include general economic conditions, the impact of COVID-19, or other pandemics, including any increased rates of infection, and the impact of related governmental, individual and business responses. This includes our ability to obtain or forecast accurate surgical procedure volume in the midst of the COVID-19 pandemic; the risk that the COVID-19 pandemic could lead to further material delays and cancellations of, or reduced demand for, surgical procedures; curtailed or delayed capital spending by hospitals and surgical centers; potential closures of our facilities; delays in gathering clinical evidence; diversion of management and other resources to respond to the COVID-19 outbreak; the impact of global and regional economic and credit market conditions on healthcare spending; the risk that the COVID-19 virus disrupts local economies and causes economies in our key markets to enter prolonged recessions; the ability of our staff to travel to work; our ability to maintain adequate inventories and delivery capabilities; the impact on our customers and supply chain, and the impact on demand in general. These forward-looking statements are also subject to uncertainties and change resulting from 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 relevancy; risks involved in introducing and marketing new products; potential acquisitions; the entry of competitive products into the marketplace; consumer and industry acceptance; litigation and/or court proceedings, including the timing and monetary requirements of such activities; the timing of finding strategic partners and implementing such relationships; regulatory risks including clearance of pending and/or contemplated 510(k) filings; our ability to achieve and maintain profitability in our business lines; access to capital; and other factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company disclaims any obligation to update its forward-looking statements.

Contact:

Joe Dwyer		Norberto Aja, Jennifer Neuman
Chief Financial Officer		JCIR
Misonix, Inc.		212-835-8500 or mson@jcir.com
631-694-9555

Misonix, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

Misonix, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

 

		September 30,				June 30,
		2020				2020
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	34,942,484			$	37,978,809
Accounts receivable, less allowance for doubtful accounts of $4,204,537 and $2,573,968, respectively			11,727,089				11,064,768
Inventories, net			13,794,719				14,010,684
Prepaid expenses and other current assets			1,291,281				1,668,244
Total current assets			61,755,573				64,722,505
Property, plant and equipment, net of accumulated amortization and depreciation of $13,380,599 and $12,715,917, respectively			7,710,870				7,304,258
Patents, net of accumulated amortization of $1,377,417 and $1,341,976, respectively			764,968				784,318
Goodwill			108,234,664				108,310,350
Intangible assets			20,857,879				21,281,136
Lease right-of-use assets			1,322,497				1,098,830
Other assets			316,817				322,310
Total assets		$	200,963,268			$	203,823,707
Liabilities and shareholders’ equity
Current liabilities:
Accounts payable		$	4,904,715			$	4,273,568
Accrued expenses and other current liabilities			7,129,089				7,515,751
Current portion of lease liabilities			509,105				414,058
Current portion of notes payable			7,216,324				5,099,744
Total current liabilities			19,759,233				17,303,121
Non-current liabilities:
Notes payable			37,278,924				38,595,505
Lease liabilities			858,526				723,553
Deferred tax liabilities			33,293				33,293
Other non-current liabilities			570,299				516,665
Total liabilities			58,500,275				57,172,137
Commitments and contingencies
Shareholders’ equity
Common stock, $.0001 par value; shares authorized 40,000,000; 17,377,748 and 17,369,435 shares issued and outstanding in each period			1,738				1,737
Additional paid-in capital			186,751,178				185,961,104
Accumulated deficit			(44,289,923	)			(39,311,271	)
Total shareholders’ equity			142,462,993				146,651,570
Total liabilities and shareholders’ equity		$	200,963,268			$	203,823,707

Use of Non-GAAP Financial Measures

The Company has presented the following non-GAAP financial measures in this press release: Pro-forma revenue, EBITDA and Adjusted EBITDA. The Company has presented pro forma revenue in this press release, which is a non-GAAP financial measurement. The Company acquired the operations of Solsys Medical at the end of its first quarter ended September 30, 2019. The Company has presented pro forma revenue to show revenue on a comparable basis as if Solsys had been acquired at the beginning of the comparative periods presented. The Company defines EBITDA as the net income (loss) as reported under GAAP, plus depreciation and amortization expense, interest expense and income tax expense (benefit). The Company defines Adjusted EBITDA as EBITDA plus non-cash stock compensation expense and M&A transaction fees. Historically, the Company excluded bad debt expense from its calculation of Adjusted EBITDA by adding bad debt expense to EBITDA. Beginning with the quarter ended September 30, 2020, the Company will no longer exclude bad debt expense from the calculation Adjusted EBITDA, and prior comparative periods will be adjusted accordingly.

We present these non-GAAP measures because we believe these measures are useful indicators of our operating performance. Our management uses these non-GAAP measures principally as a measure of our operating performance and believes that these measures are useful to investors because they are frequently used by analysts, investors and other interested parties to evaluate the operating performance of companies in our industry. We also believe that these measures are useful to our management and investors as a measure of comparative operating performance from period to period.

Misonix, Inc. and Subsidiaries

Reconciliation of GAAP Results to Non-GAAP Measures

(unaudited)

 

		Three Months Ended
		September 30,
		2020				2019
EBITDA:
Net (loss) income		$	(4,978,652	)		$	1,796,492
Income tax benefit			-				(4,085,000	)
Depreciation and amortization			1,123,380				460,296
Interest expense			933,722				36,097
EBITDA			(2,921,550	)			(1,792,115	)
Non-cash stock compensation			766,133				345,084
M&A transaction fees			-				1,754,475
Adjusted EBITDA		$	(2,155,417	)		$	307,444