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| MSON > SEC Filings for MSON > Form 10-K on 20-Sep-2012 | All Recent SEC Filings |
20-Sep-2012
Annual Report
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 to date have been derived from the sale of medical device products, which include manufacture and distribution of ultrasonic medical device products, and laboratory and scientific products, which include ductless fume enclosures for filtration of gaseous emissions in laboratory and forensic markets. See "Item 1. Business - Discontinued Operations - Laboratory and Forensic Safety Products Business."
Fiscal years ended June 30, 2012 and 2011:
Net sales: Net sales increased $3,304,971 to $15,678,000 in fiscal 2012, from $12,373,029 in fiscal 2011. The increase in sales is primarily due to higher BoneScalpel revenue of $2,276,928, higher SonaStar revenue of $1,787,434, higher Lysonix revenue of $473,960, higher service revenue of $329,402 and higher SonicOne revenue of $191,602, partially offset by lower Autosonix revenue of $1,875,276.
Set forth below are tables showing the Company's net sales by (i) product category and (ii) geographic region for the years ended June 30, 2012 and June 30, 2011:
Twelve months ended June 30,
2012 2011 Variance
BoneScalpel $ 4,764,256 $ 2,487,328 $ 2,276,928
SonicOne 1,296,635 1,105,033 191,602
SonaStar 5,884,541 4,097,107 1,787,434
Other 3,732,568 4,683,561 (950,993 )
$ 15,678,000 $ 12,373,029 $ 3,304,971
Twelve months ended June 30,
2012 2011
United States $ 9,297,719 $ 8,329,323
Australia 238,926 234,181
Europe 2,495,582 1,668,493
Asia 1,430,708 220,797
Canada and Mexico 499,162 228,704
South America 775,309 687,321
South Africa 425,084 564,286
Middle East 515,510 266,556
Other - 173,368
$ 15,678,000 $ 12,373,029
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Net sales for the three months ended June 30, 2012 were $5,300,520, an increase of $1,535,086 as compared to $3,765,434 for the three months ended June 30, 2011. The sales increase is due to higher BoneScalpel revenue of $746,820, higher SonaStar revenue of $303,936, higher SonicOne revenue of $243,966 and higher Lysonix revenue of $222,650.
Set forth below are tables showing the Company's net sales by (i) product category and (ii) geographic region for the three months ended June 30, 2012 and June 30, 2011:
Three months ended June 30,
2012 2011 Variance
BoneScalpel $ 1,653,781 $ 906,961 $ 746,820
SonicOne 517,574 273,608 243,966
SonaStar 1,736,963 1,433,027 303,936
Other 1,392,202 1,151,838 240,364
$ 5,300,520 $ 3,765,434 $ 1,535,086
Three months ended June 30,
2012 2011
United States $ 3,607,418 $ 2,289,148
Australia 73,856 136,778
Europe 576,074 610,810
Asia 377,720 9,887
Canada and Mexico 152,846 38,468
South America 320,684 311,792
South Africa 171,834 264,974
Middle East 20,088 5,724
Other - 97,853
$ 5,300,520 $ 3,765,434
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Gross profit: Gross profit increased to 58.8% in fiscal 2012 from 57.3% in fiscal 2011. Gross profit for the three months ended June 30, 2012 was 57.7% as compared to 56.7% for the three months ended June 30, 2011 due to increased sales of the BoneScalpel.
Selling expenses: Selling expenses increased $1,146,047 to $5,031,831 (32.2% of sales) in fiscal 2012 from $3,885,784 (31.4% of sales) in fiscal 2011. The increase in selling expenses is related to higher salary expenses of $358,821, higher commissions of $286,308, higher advertising expenses of $192,679, higher travel expenses of $147,773, higher depreciation of demonstration equipment units related to more evaluation units in the field of $151,127 and other unfavorable expenses of $9,339. Selling expenses for the three months ended June 30, 2012 increased $226,349 to $1,411,752 (26.9% of sales) from $1,185,403 (31.5% of sales) for the three months ended June 30, 2011. The increase in selling expenses is due to increased salary expense of $145,277 (increased headcount) higher travel expense of $43,700, higher depreciation expenses of $23,961 due to new demonstration units in the field and higher advertising expense of $15,901, partially offset by other favorable expenses of $2,490.
General and administrative expenses: General and administrative expenses decreased $122,967 to $4,376,554 in fiscal 2012 from $4,499,521 in fiscal 2011. The decrease in expenses is mainly due to lower accounting expenses of $59,125, lower insurance cost of $49,581 and lower rent expense of $36,141, partially offset by higher consulting expense of $17,264 and other unfavorable expenses of $4,616. For the three months ended June 30, 2012, general and administrative expenses decreased $62,863. This decrease is due to lower legal expense of $23,548, lower employee welfare expense of $16,082, lower insurance expense of $11,186, and other favorable expenses of $12,047.
Research and development expenses: Research and development expenses decreased $139,402 to $1,292,225 in fiscal 2012 from $1,431,627 in fiscal 2011. The decrease is related to lower product development material costs of $112,105 and lower employee welfare costs of $27,481, partially offset by other unfavorable expenses of $184. For the three months ended June 30, 2012, research and development expenses increased $9,347 to $345,241 from $335,894 for the three months ending June 30, 2011.
Other income: Other income decreased $3,689 to $686,189 in fiscal 2012 from $689,878 in fiscal 2011. For the three months ended June 30, 2012, other income increased $24,583 to $136,768 from $112,185 for the three months ended June 30, 2011. The increase is due to lower royalty expenses of $11,936, favorable foreign exchange of $5,483, higher royalty income of $3,130 and other favorable expenses of $4,034.
Income taxes: In fiscal 2012 the income tax benefit for continuing operations had an effective tax rate of 24%. Overall, when considering discontinued operations, the Company had minimal income tax expense. In prior years the Company established a valuation allowance against deferred tax assets due to the net loss from operations over the past 5 years which caused management to conclude that it is more likely than not that its deferred tax assets may not be fully realized.
Discontinued operations:
The following represents the results of the Laboratory and Forensic Safety Products business along with legal and other expenses associated with Labcaire and Misonix HIFU Technologies Limited which are included in discontinued operations:
For the twelve months ended
June 30,
2012 2011
Revenues $ 1,552,153 $ 2,067,032
Loss from discontinued operations, before
tax $ (535,223 ) $ (1,429,359 )
Gain on sale of discontinued operations 1,705,414 -
Income tax (expense)/benefit (195,101 ) -
Net income/(loss) from discontinued
operations net of tax $ 975,090 $ (1,429,359 )
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Refer to Note 1 of the Notes to Consolidated Financial Statements included in Item 8 for further discussion of the nature of discontinued operations.
Liquidity and Capital Resources:
Working capital at June 30, 2012 and June 30, 2011 was $11,734,000 and $10,233,000, respectively. For the year ended June 30, 2012, cash used in operations totaled $1,492,000. The major use of cash from operations was related to higher accounts receivables of $1,112,000 and lower accounts payables and other accrued expenses of $432,000 during the year ended June 30, 2012. For the fiscal year 2012, cash used in investing activities totaled $734,000, primarily consisting of the purchase of property, plant and equipment and increased demonstration equipment for the BoneScalpel during the regular course of business along with the purchase of assets from Aesculap. For the fiscal year 2012, cash used in financing activities was $11,000. Cash provided by discontinued operations was $1,628,000.
As of June 30, 2012 the Company has a cash balance of $6,273,015 and believes it has sufficient cash to finance operations for at least the next 12 months.
The Company maintains cash balances at various financial institutions. At June 30, 2012, these financial institutions held cash that was approximately $6,034,000 in excess of amounts insured by the Federal Deposit Insurance Corporation and other government agencies.
Commitments
The Company has commitments under operating leases that will be funded from
operating sources. At June 30, 2012, the Company's contractual cash obligations
and commitments relating to operating leases are as follows:
Less than After
Commitment 1 year 1-3 years 4-5 years 5 years Total
Operating leases 321,537 683,814 16,639 - 1,021,990
$ 321,537 $ 683,814 $ 16,639 - $ 1,021,990
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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's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to the Company.
Other
In the opinion of management, inflation has not had a material effect on the operations of the Company.
Critical Accounting Policies:
General:Note 1 of the Notes to Consolidated Financial Statements included in this Annual Report includes a summary of the Company's significant accounting policies and methods used in the preparation of its financial statements. The Company's discussion and analysis of its financial condition and results of operations is based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, management evaluates its estimates and judgments, including those related to bad debts, inventories, goodwill, property, plant and equipment, stock based compensation and income taxes. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company believes that the following are our more critical estimates and assumptions used in the preparation of our consolidated financial statements:
Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable, principally trade, are generally due within 30 to 90 days 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 the same credit loss rates will be experienced in the future. The Company writes off accounts receivable when they become uncollectible.
Inventories: Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost (determined by the first-in, first-out method) or market. At each balance sheet date, we evaluate ending inventories for excess quantities and obsolescence. Our evaluation includes an analysis of historical sales by product, projections of future demand by product, the risk of technological or competitive obsolescence for our products, general market conditions, and the feasibility of reworking or using excess or obsolete products or components in the production or assembly of other products that are not obsolete or for which we do not have excess quantities in inventory. To the extent that we determine there are excess or obsolete quantities, we record valuation reserves against all or a portion of the value of the related products to adjust their carrying value to estimated net realizable value. If future demand or market conditions are different from our projections, or if we are unable to rework excess or obsolete quantities into other products, we may change the recorded amount of inventory valuation reserves through a charge or reduction in cost of product revenues in the period the revision is made.
Long Lived Assets: Property, plant and equipment are recorded at cost. Minor replacements and maintenance and repair expenses are charged to expense as incurred. Depreciation of property and equipment is provided using the straight-line method over estimated useful lives ranging from 3 to 5 years. Leasehold improvements are amortized over the life of the lease or the useful life of the related asset, whichever is shorter. Inventory items included in property, plant and equipment are depreciated using the straight line method over estimated useful lives of 3 to 5 years. We evaluate long-lived assets, including property, plant and equipment and intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amounts of specific assets or group of assets may not be recoverable. When an evaluation is required, we estimate the future undiscounted cash flows associated with the specific asset or group of assets. If the cost of the asset or group of assets cannot be recovered by these undiscounted cash flows, an impairment charge would be recorded. Our estimates of future cash flows are based on our experience and internal business plans. Our internal business plans require judgments regarding future economic conditions, product demand and pricing. Although we believe our estimates are appropriate, significant differences in the actual performance of an asset or group of assets may materially affect our evaluation of the recoverability of the asset values currently recorded.
Revenue Recognition: The Company records revenue upon shipment for products shipped F.O.B. shipping point. Products shipped F.O.B. destination points are recorded as revenue when received at the point of destination. Shipments under agreements with distributors are not subject to return and payment for these shipments is not contingent on sales by the distributor. Accordingly, the Company recognizes revenue on shipments to distributors in the same manner as with other customers. Fees from exclusive license agreements are recognized ratably over the terms of the respective agreements. Service contract and royalty income are recognized when earned.
Goodwill: 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 products. Application of these impairment tests requires significant judgments, including estimation of cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for our business, the useful life over which cash flows will occur and determination of our weighted-average cost of capital. 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 completed its annual goodwill impairment tests for fiscal 2012 and 2011 in the respective fourth quarter. No impairment of goodwill was deemed to exist.
Income Taxes: Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Significant judgment is required in determining the realizability of deferred tax assets including estimates of future sufficient taxable income to support the recovery of tax assets.
Financial accounting standards establish guidance for the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company may recognize the tax benefits from an uncertain tax position only it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Financial accounting standards also provide guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosures requirements.
Stock-Based Compensation: The fair value of the Company's outstanding stock options is estimated based upon option price, volatility, the risk free rate, and the average time the shares are held. It is then amortized over the vesting period. See Note 7 to the Company's consolidated financial statements for additional information regarding stock-based compensation.
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