MISONIX, INC.
1938 New Highway
Farmingdale, NY 11735
May 7, 2013
Via Email
Mr. Stavros G. Vizirgianakis
1/16-18 Tennyson Street
Williamstown North
3016
Victoria
AUSTRALIA
Dear Stavros:
The Board of Directors (the “Board”)
of MISONIX, INC. (the “Company”) is considering expanding the size of the Board by one (1) position and nominating
you (the “Nominee”) to fill the newly-created position on the Board. Subject to the Nominee’s agreement with
the terms and conditions set forth in this letter agreement (the “Letter Agreement”), the Board has instructed me to
inform you that it will vote to expand the size of the Board by one (1) position and appoint the Nominee to fill the newly-created
position.
Terms used but not defined in this Letter
Agreement have the meanings set forth in Exhibit A to this Letter Agreement.
1.
Directorship.
(a)
The
independent members of the Board shall approve, or recommend to the full Board, the nomination of the Nominee and the Board shall
if a vacancy on the Board then exists or can be created by the Board, appoint the Nominee to the Board by filling, or creating
and filling, such vacancy.
(b)
Each
committee of the Board shall include the Nominee (subject to applicable SEC and Trading Market rules regarding independence).
(c)
The
Nominee, upon election to the Board, will serve on the same basis as all other directors of the Company.
2.
Corporate
Opportunities.
It
is understood and accepted by the parties that the Nominee, and his Affiliates, may have interests in other business ventures
which may be in conflict with the activities of the Company and its Subsidiaries and that nothing in this Letter Agreement shall
limit the respective current or future business activities of the Nominee, or any of his Affiliates, whether or not such activities
are competitive with those of the Company and its Subsidiaries; provided, however, that the Nominee shall remain subject to the
obligations concerning confidential information set forth in the Confidentiality Agreement. Each of the parties acknowledges that
corporate and investment opportunities may from time to time come to the attention of the Nominee, or his Affiliates, and their
respective officers, directors, managers, stockholders, members, partners or employees. Subject to the continued compliance by
the Nominee with the obligations concerning confidential information set forth in the Confidentiality Agreement and other obligations
of confidentiality imposed on directors by the applicable provisions of the New York Business Corporation Law, the Company on
its own behalf and on behalf of each of its Subsidiaries renounces such opportunities, other than such opportunities regarding
ultrasonic therapeutic medical devices or products sold to spine surgeons, maxillofacial surgeons, neurologists and/or wound care
professionals that are directly competitive with the business of the Company and known to the Nominee, provided that such opportunities
came to the attention of the Nominee other than as a result of his position as a director of the Company.
3.
Standstill.
Except with the written consent of the Company (which consent
may be given or withheld in the sole discretion of the Company) or by way of stock dividends or other distributions made to the
Company’s shareholders generally, the Nominee agrees that for a period of eighteen (18) months from the date of this Letter
Agreement, but subject to Section 4, the Nominee and his Affiliates will not in any manner, directly or indirectly:
(a)
acquire,
offer or propose to acquire, solicit an offer to sell or agree to acquire, any Beneficial Ownership or record ownership of any
shares of Common Stock in excess of 19.99% of the number of shares of Common Stock then issued and outstanding (the “Standstill
Limit”);
(b)
participate
in the formation of any Person or Group for the purpose of acquiring Common Stock in excess of the Standstill Limit;
(c)
solicit,
or participate in any “solicitation” of “proxies” or become a “participant” in any “election
contest” (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the Company (other
than in the Nominee’s capacity as a member of the Board of the Company); or
(d)
instigate,
encourage or knowingly assist any other Person to take any action that would violate the provisions of this Section 3.
4.
Exceptions
to Standstill Provisions.
(a)
The
provisions of Section 3 shall be inoperative and of no force or effect at all times after the Company publicly announces that it
is seeking purchasers for the Company or that the Company is otherwise exploring strategic options that, if effected or concluded,
are reasonably likely to result in the effects described in Section 4(b). It is expressly agreed that in the event the Board takes
formal action to invite or solicit any other party to participate in actions that the Nominee is prohibited from engaging in pursuant
to Section 3, then the Company shall notify the Nominee in writing within two (2) Business Days and shall extend to the Nominee
the same invitation or solicitation provided to such other party.
(b)
The
provisions of Section 3 shall be inoperative and of no force or effect at all times after the Company publicly announces a transaction,
or an intention to effect a transaction, which would result in (i) the sale, transfer, disposition or exclusive license by the
Company or its Subsidiaries to a third party of assets representing more than 40% of the consolidated earning power or assets (whether
by book value or fair market value) of the Company and its Subsidiaries, or (ii) the Persons who, immediately prior to such transaction,
had Beneficial Ownership of 50% or more of the Total Voting Power of the Company do not continue to Beneficially Own at least 50%
of the Total Voting Power of the acquiring entity or, in the case of a merger transaction, the surviving corporation (or, if the
surviving corporation is a Subsidiary of a parent company, the parent company).
(c)
If
any third party (acting in a manner which does not also constitute a breach by the Nominee or any of his Affiliates of the restrictions
set forth in Section 4) commences a tender or exchange offer which, if successful, would result in such third party Beneficially
Owning not less than 50% of the then outstanding Common Stock, thereafter the provisions of Section 3 shall be inoperative and
of no further force or effect.
(d)
The
provisions of Section 3 shall not prohibit (i) the Nominee or his Affiliates from acquiring the securities of another company that
Beneficially Owns less than 5% of any securities of the Company; (ii) employees of the Nominee or his Affiliates (who are not officers
or directors thereof) from purchasing the Company’s securities for their own account; (iii) the Nominee from initiating discussions
with or submitting proposals to the Company (including proposing waivers of the provisions of Section 3), or otherwise from taking
any actions, solely related to licensing, collaboration, research, development, marketing or comparable agreements, or the parties
from entering into any relationship or transaction in the ordinary course of business; (iv) the Nominee from taking any action
that is approved in advance by the Board; or (iv) the Nominee from initiating discussions or making proposals to the Company, in
a confidential manner, regarding any transaction, including a reorganization, business combination, merger or consolidation or
sale or other disposition of all or substantially all of the assets of the Company, that would not be reasonably expected to require
the Company to make a public announcement regarding any of the types of matters set forth in Section 3.
5.
Condition
Precedent to the Obligations of the Company
. The obligation of
the Company to nominate the Nominee to the Board is subject to the satisfaction or waiver by the Company of the following condition:
(a)
The
Nominee shall have executed and delivered to the Company a Director’s and Officer’s Questionnaire in the form of Exhibit
B hereto (the “Questionnaire”).
6.
Entire
Agreement
. This Letter Agreement, together with the Confidentiality
Agreement and the Questionnaire, contains the entire understanding of the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge
have been merged into such documents, exhibits and schedules.
7.
Notices
.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile or email at the facsimile number or email address specified for the relevant receiving party on the signature pages
to this Letter Agreement prior to 5:30 p.m. (in the time zone of the receiving party) on a Business Day, (b) the next Business
Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number
or email address specified for the relevant receiving party on the signature pages to this Letter Agreement on a day that is not
a Business Day or later than 5:30 p.m. (in the time zone of the receiving party) on any Business Day, (c) the third Business Day
following the date of deposit with an internationally recognized overnight courier service for delivery on the following Business
Day, or (d) upon actual receipt by the party to whom such notice is required to be given. The addresses, facsimile numbers and
email addresses for such notices and communications are those set forth on the signature pages hereof, or such other address or
facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.
8.
Applicable
Law; Jurisdiction; Etc.
(a)
This
Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the laws
that might otherwise govern under applicable principles of conflicts of law thereof.
(b)
Each
of the parties hereto irrevocably consents to the exclusive jurisdiction and venue in any state court within the State of New York
(or, if a state court located within the State of New York declines to accept jurisdiction over a particular matter, any court
of the United States located in the State of New York) in connection with any matter based upon or arising out of this Letter Agreement
or the transactions contemplated hereby and agrees that process may be served upon such party in any manner authorized by the laws
of the State of New York or in such other manner as may be lawful, and that service in such manner shall constitute valid and sufficient
service of process. Each party hereto waives and covenants not to assert or plead any objection that such party might otherwise
have to such jurisdiction, venue and process. Each party hereto hereby agrees not to commence any legal proceedings relating to
or arising out of this Letter Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided
herein.
(c)
EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF A PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
9.
Survival
.
The agreements and covenants contained herein shall survive the execution of this Letter Agreement.
10.
Execution
.
This Letter Agreement may be executed in separate counterparts, each such counterpart being deemed to be an original instrument,
and all such counterparts will together constitute the same agreement. Any such counterpart, to the extent delivered by means of
a fax machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”)
shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. No party hereto shall raise the use of Electronic
Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through
the use of Electronic Delivery as a defense to the formation of a contract, and each such party forever waives any such defense,
except to the extent that such defense relates to lack of authenticity.
11.
Binding
Effect
. This Letter Agreement shall be binding upon and shall
inure to the benefit of, and be enforceable by, the parties and their permitted successors and assigns. Notwithstanding the foregoing,
the Nominee may not assign his rights or obligations under this Letter Agreement.
12.
Amendments;
Waiver; Consents
. No amendment or waiver of any provision of
this Letter Agreement nor consent to any departure therefrom shall in any event be effective unless the same shall be in writing
and signed by the Nominee and the Company, and then such amendment or waiver shall be effective only in the specific instance and
for the specific purpose for which given, and shall not operate as a waiver of, or estoppel with respect to, any subsequent or
other breach of such provision or be deemed to be or constitute a waiver of any other provision hereof. The failure by a party
to insist upon strict adherence to any provision of this Letter Agreement on one or more occasions shall not be considered a waiver
or deprive it of the right thereafter to insist upon strict adherence to that provision or any other provision of this Letter Agreement.
Whenever this Letter Agreement requires a permit or consent by or on behalf of either party hereto, such consent shall be effective
only if given in writing in a manner consistent with the requirements for a waiver of compliance as set forth above.
13.
Headings
.
The Section headings contained in this Letter Agreement are for reference purposes only and will not affect in any way the meaning
or interpretation of this Letter Agreement.
14.
Construction
.
This Letter Agreement shall not be construed for or against any party to this Letter Agreement because that party or its legal
representative drafted all or any part of this Letter Agreement.
Kindly evidence your agreement with the
foregoing by signing this Letter Agreement where indicated below and returning it with the completed Questionnaire to the undersigned.
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Sincerely,
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MISONIX, INC.
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By:
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/s/ Michael A. McManus
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Michael A. McManus, Jr.
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President and Chief Operating Officer
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Address:
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1938 New Highway
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Farmingdale, NY 11735
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Facsimile:
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(631) 694-5740
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Email:
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mmcmanus@misonix.com
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ACCEPTED AND AGREED TO AS OF
THE DATE FIRST SET FORTH ABOVE:
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/s / Stavros G. Vizirgianakis
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Stavros G. Vizirgianakis
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Address:
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1/16-18 Tennyson Street
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Williamstown North
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3016 Victoria AUSTRALIA
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Facsimile:
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Email:
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Exhibit A
Definitions
“
Affiliate
” means any
Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control
with a Person, as such terms are used in and construed under Rule 144.
“
Beneficial
Ownership
”
by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting
of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security;
and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 under
the Exchange Act. The terms “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.
“
Business
Day
”
means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required
by Law to remain closed.
“
Common
Stock
”
means the common stock, par value $.01 per share, of the Company.
“
Confidentiality
Agreement
”
means that certain letter agreement, dated as of August __, 2012, among the Company, Surgical Innovations, Stavros Vizirgianakis
and Gregory Vizirgianakis.
“
Control
” (including
the terms “controlled,” “controlled by” and “under common control with”) means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.
“
Exchange
Act
”
means the Securities Exchange Act of 1934, as amended.
“
Group
” has the meaning
given such term in Section 13(d)(3) and Rule 13d-3 of the Exchange Act.
“
Law
” means any and
all applicable federal, state, provincial, local, municipal, foreign or other law, statute, treaty, constitution, principle of
common law, ordinance, code, directive, order, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented
or otherwise put into effect by or under the authority of any governmental entity or body.
“
Person
” means an individual,
any corporation (including any non profit corporation), general partnership, limited partnership, limited liability partnership,
joint venture, estate, trust, company (including any limited liability company or joint stock company), branch office, firm or
other enterprise, association, organization or entity (including a “person” as defined in Section 23(d)(3) of the Exchange
Act) or governmental entity or body.
“
SEC
” means the U.S.
Securities and Exchange Commission.
“
Subsidiary
” means,
with respect to a Person, any other entity which such Person (either alone or through or together with any other subsidiary), owns,
directly or indirectly, greater than 40% of the Total Voting Power of such other entity, or of which such Person is the managing
member or general partner, or which such Person is otherwise contractually entitled to direct and control.
“
Total Voting Power
”
means, with respect to any entity, the total number of votes entitled to be cast by the holders of the outstanding common stock
and any other securities entitled, in the ordinary course, to vote generally in the election of directors of such entity and not
solely upon the occurrence and/or during the continuation of certain specified events.
“
Trading Market
” means
the The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, The NYSE Amex, The New York Stock Exchange,
Inc., the OTC Market or any national securities exchange, market or trading or quotation facility on which the Common Stock is
then listed or quoted.
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Misonix Contact:
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Investor Relations Contact:
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Richard Zaremba
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Joe Diaz, Lytham Partners
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631-694-9555
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602-889-9700
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invest@misonix.com
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mson@lythampartners.com
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Misonix Reports Nine Months Fiscal 2013
Financial Results
Recurring Revenue for the Nine months
Equal 43% of Net Sales
FARMINGDALE, NY – May 9, 2013
–
Misonix, Inc. (NASDAQ: MSON), a surgical device company that designs, manufactures and markets innovative therapeutic
ultrasonic products worldwide for spine surgery, cranial maxillo – facial surgery, neurosurgery, wound debridement, cosmetic
surgery, laparoscopic surgery and other surgical applications, today reported financial results for the nine months and the third
quarter of fiscal year 2013, ended March 31, 2013.
Highlights for the quarter and the nine
month period include:
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·
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Revenue for the nine months increased
7% to $11.1 million compared to $10.4 million in the first nine months of 2012. Third quarter revenue decreased 17% to $3.0 million
compared to $3.6 million in the third quarter of 2012.
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·
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BoneScalpel™ revenue increased 55%
for the first nine months of 2013; SonicOne revenue increased 83% for the nine months.
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·
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Excluding revenue from legacy products,
BoneScalpel, SonicOne and SonaStar revenue increased 27% for the first nine months of fiscal 2013 to $10.2 million versus the comparable
period in 2012.
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·
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For the nine months, BoneScalpel, SonicOne
and SonaStar domestic sales increased 39% to $3.6 million.
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Bone Scalpel domestic disposables revenue
and domestic units sold increased 48% and 44% respectively, over the second quarter fiscal 2013.
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·
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Royalty income received totaled $1.8 million
for the nine months ended March 31, 2013 versus $462,000 for the same period in fiscal 2012.
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·
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During the quarter, the Company received
2 method-of-use patents related to the BoneScalpel product; and applied for 5 patents, including method-of-use and upgraded technology
for the BoneScalpel product.
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·
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Cash and cash equivalents totaled $6.1
million at March 31, 2013 with no long-term debt.
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·
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For the nine months, the Company reported
a net loss of $1.1 million, or $(0.16) per share, compared to a net loss of $78,488, or $(0.01) per share, in the comparable nine
month period of 2012. For the third quarter of fiscal 2013, the Company reported a net loss of $528,330, or $(0.08) per share,
compared to a net loss of $214,625, or $(0.03) per share, in the third quarter of 2012.
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Q3 2013 Financial Results:
For the third quarter of fiscal 2013, revenue
was $3.0 million, comparable to $3.6 million in the third quarter of 2012. BoneScalpel revenue for the quarter decreased 10% to
$1.1 million compared to $1.2 million in the comparable quarter of fiscal 2012. BoneScalpel domestic disposable sales increased
to $228,000, or 47.7%, compared to BoneScalpel disposable sales in the fiscal second quarter of 2012. SonicOne revenue increased
86% to $398,074 compared to $213,686 in the third quarter last year. SonaStar revenue decreased 15% to $1.3 million compared to
$1.5 in the third quarter last year. BoneScalpel, SonicOne and Sonastar revenue decreased 6% to $2.8 million for the three months
ended March 31, 2013 compared to the comparable period in fiscal 2012.
As expected, other revenue, which includes
the legacy products Autosonix and Lysonix, sold by outside distribution partners, decreased 66% as these late stage products approach
end-of-life.
For the quarter, royalty income, received
predominantly from Covidien, increased substantially to $1.0 million compared to $135,794 in the third quarter of 2012.
Gross margin for the third quarter of fiscal
2013 was 51%, primarily attributable to an unfavorable mix of low and high margin product deliveries and the increase in minimum
gross profit contribution requirements related to the Soma product, which had a 6.2% adverse effect on gross margin. Operating
expenses for the third fiscal quarter increased 27%, as the Company continued to invest in research and development, sales, marketing
and customer support capabilities.
For the third quarter of fiscal year 2013,
the Company reported a net loss of $528,330, or $(0.08) per share, which included income from discontinued operations of $172,007,
or $0.02 per share, compared to a net loss of $214,625, or $(0.03) per share, in the comparable three month period of 2012, which
included a net loss from discontinued operations of $163,243, and a gain from the sale of discontinued operations of $225,032,
resulting in net income from discontinued operations of $61,789, or $0.01 per share.
Nine Months 2013 Financial Results:
Net sales increased seven percent to $11.1
million for the nine months ended March 31, 2013 from $10.4 million in the nine months ended March 31, 2012. BoneScalpel revenue
for the nine months increased 55% to $4.8 million compared to $3.1 million in the comparable period of fiscal 2012. SonicOne revenue
increased 83% to $1.4 million compared to $777,885 in the nine month period of the prior year. SonaStar revenue decreased 5.6%
to $3.9 million compared to $4.1 million for the nine month period of 2012.
As expected, other revenue, which includes
legacy the products Autosonix and Lysonix sold by outside distribution partners, decreased $1.5 million, or 63%, as these late
stage products approach end-of-life. Excluding all other revenue, BoneScalpel, SonicOne and SonaStar revenues increased 27% for
the nine months ended March 31, 2012.
For the first nine months of fiscal 2013,
royalty income received, predominantly from Covidien, increased substantially to $1.8 million compared to $462,301 for the first
nine months of 2012.
Gross margin for the nine months ended
March 31, 2013 was 55%, primarily attributable to an unfavorable mix of low and high margin product deliveries in addition to the
increase in minimum gross profit contribution requirement related to the Soma product which had a 5% adverse impact on gross margin.
Operating expenses for the nine month period increased 17% as the Company continued to invest in research and development, sales,
marketing and customer support capabilities.
For the nine months, the Company reported
a net loss of $1.1 million, or $(0.16) per share, which included income from discontinued operations of $181,800, or $0.03 per
share, compared to a net loss of $78,488, or $(0.01) per share in the comparable nine month period of 2012, which included a net
loss from discontinued operations of $369,424, and a gain from the sale of discontinued operations of $1.1 million, totaling net
income from discontinued operations of $773,966, or $0.11 per share.
Michael A. McManus, Jr., president and
chief executive officer of Misonix, commented, “For the nine months of fiscal 2013, we had a very positive impact from the
recurring revenue component of our business – disposables sales of our flagship BoneScalpel, SonicOne and SonaStar products.
Revenue from the sale of disposables totaled $4.8 million, or 43% of total sales. On a sequential basis, BoneScalpel disposables
revenue and unit sales increased 48% and 44%, respectively, in the third quarter from the second quarter.
“Disposable revenue is significant
in that hospitals across the country are increasingly evaluating medical devices for efficacy and cost effectiveness and have distinctly
lengthened the domestic sales cycle. The resulting delay in completing instrument sales or placements is now being increasingly
offset by our growing recurring revenue component. In addition, we are now benefitting to a greater degree by expanded royalty
income and license fees. We have developed a significant portfolio of intellectual property and are pleased to see that it is generating
increasing royalty revenue, predominantly from Covidien, as evidenced by the $1.8 million earned in the nine months of 2013 compared
to the $462,000 earned in the comparable nine months of 2012.”
“While the dynamics in the healthcare
markets appear to be changing,
we are well positioned to address these changes. The financial condition
of the Company continues to be strong with a solid cash position and no long-term debt. We have a diversified revenue stream with
a growing recurring revenue component, improving royalty income and leading-edge ultrasonic surgical instruments that deliver improved
patient outcomes and operating efficiencies to the global surgical community. We believe there are great opportunities going forward,”
concluded Mr. McManus.
Conference Call:
Michael A. McManus, Jr., president and
chief executive officer, and Richard Zaremba, senior vice president and chief financial officer, will host a conference call on
Thursday, May 9, 2013, at 4:30 pm ET to discuss the financial results of the first nine months of fiscal 2013.
Shareholders and other interested parties
can access the conference call by dialing (877) 317-6789 or (412) 317-6789 or can listen via a live Internet webcast, which is
available in the Investor Relations section of the Company's website at www.misonix.com.
A teleconference replay of the call will
be available for three days at (877) 344-7529 or (412) 317-0088, confirmation # 10028599. A webcast replay will be available in
the Investor Relations section of the Company's website at www.misonix.com for 30 days.
About Misonix:
Misonix, Inc. designs, manufactures
and markets therapeutic ultrasonic medical devices. Misonix’s therapeutic ultrasonic platform is the basis for several innovative
medical technologies. Addressing a combined market estimated to be in excess of $3 billion annually; Misonix’s proprietary
ultrasonic medical devices are used for wound debridement, cosmetic surgery, neurosurgery, laparoscopic surgery, and other surgical
and medical applications. Additional information is available on the Company’s Web site at www.misonix.com.
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 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, 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, 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 approval of pending and/or contemplated 510(k) filings, the ability to achieve
and maintain profitability in the Company's business lines, and other factors discussed in the Company's Annual Report on Form
10 K, subsequent Quarterly Reports on Form 10 Q and Current Reports on Form 8 K. The Company disclaims any obligation to
update its forward looking relationships.
# # #
Financial Tables to Follow
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MISONIX, INC. And Subsidiaries
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Consolidated Balance Sheets
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March 31, 2013
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June 30, 2012
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(Unaudited)
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(derived from audited
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financial statements)
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Assets
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Current Assets:
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Cash and cash equivalents
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$
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6,091,564
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$
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6,273,015
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Accounts receivable, less allowance
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for doubtful accounts of $199,641 and
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$155,739, respectively
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2,788,281
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3,158,084
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Inventories, net
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4,448,400
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4,380,841
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Prepaid expenses and other current assets
|
|
|
328,219
|
|
|
|
306,691
|
|
|
Note receivable
|
|
|
-
|
|
|
|
198,117
|
|
|
Total current assets
|
|
|
13,656,464
|
|
|
|
14,316,748
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
1,172,781
|
|
|
|
891,822
|
|
|
Goodwill
|
|
|
1,701,094
|
|
|
|
1,701,094
|
|
|
Intangible and other assets
|
|
|
1,193,205
|
|
|
|
1,403,173
|
|
|
Total assets
|
|
$
|
17,723,544
|
|
|
$
|
18,312,837
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' equity
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,367,586
|
|
|
$
|
1,507,695
|
|
|
Accrued expenses and other current liabilities
|
|
|
1,203,282
|
|
|
|
1,074,932
|
|
|
Total current liabilities
|
|
|
2,570,868
|
|
|
|
2,582,627
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income
|
|
|
83,987
|
|
|
|
117,147
|
|
|
Deferred lease liability
|
|
|
23,607
|
|
|
|
22,996
|
|
|
Total liabilities
|
|
|
2,678,462
|
|
|
|
2,722,770
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
Capital stock, $0.01 par value - shares authorized 20,000,000, 7,169,046 and
|
|
|
|
|
|
|
|
|
|
7,082,920 shares issued and 7,091,486 and 7,005,360 shares
|
|
|
|
|
|
|
|
|
|
outstanding, respectively
|
|
|
71,690
|
|
|
|
70,829
|
|
|
Additional paid-in capital
|
|
|
26,724,370
|
|
|
|
26,132,951
|
|
|
Accumulated deficit
|
|
|
(11,339,985
|
)
|
|
|
(10,202,720
|
)
|
|
Treasury stock, at cost, 77,560 shares
|
|
|
(410,993
|
)
|
|
|
(410,993
|
)
|
|
Total stockholders' equity
|
|
|
15,045,082
|
|
|
|
15,590,067
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
17,723,544
|
|
|
$
|
18,312,837
|
|
|
MISONIX, INC. And Subsidiaries
|
|
Consolidated Statements of Operations
|
|
Unaudited
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
|
Net sales
|
|
$
|
3,023,487
|
|
|
$
|
3,609,746
|
|
|
$
|
11,068,243
|
|
|
$
|
10,377,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
|
1,482,329
|
|
|
|
1,491,225
|
|
|
|
4,953,193
|
|
|
|
4,226,193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,541,158
|
|
|
|
2,118,521
|
|
|
|
6,115,050
|
|
|
|
6,151,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
1,764,718
|
|
|
|
1,245,782
|
|
|
|
4,768,867
|
|
|
|
3,620,079
|
|
|
General and administrative expenses
|
|
|
1,155,613
|
|
|
|
1,024,029
|
|
|
|
3,290,671
|
|
|
|
3,274,234
|
|
|
Research and development expenses
|
|
|
379,901
|
|
|
|
333,308
|
|
|
|
1,143,289
|
|
|
|
946,984
|
|
|
Total operating expenses
|
|
|
3,300,232
|
|
|
|
2,603,119
|
|
|
|
9,202,827
|
|
|
|
7,841,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(1,759,074
|
)
|
|
|
(484,598
|
)
|
|
|
(3,087,777
|
)
|
|
|
(1,690,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
999,611
|
|
|
|
122,322
|
|
|
|
1,713,415
|
|
|
|
549,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations before income taxes
|
|
|
(759,463
|
)
|
|
|
(362,276
|
)
|
|
|
(1,374,362
|
)
|
|
|
(1,140,589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit
|
|
|
(59,126
|
)
|
|
|
(85,862
|
)
|
|
|
(55,297
|
)
|
|
|
(288,135
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations
|
|
|
(700,337
|
)
|
|
|
(276,414
|
)
|
|
|
(1,319,065
|
)
|
|
|
(852,454
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain from sale
of discontinued operations net of tax expense of $81,349, $29,756, $81,349 and $562,024, respectively
|
|
|
168,651
|
|
|
|
225,032
|
|
|
|
168,651
|
|
|
|
1,143,390
|
|
|
Net income (loss) from discontinued operations, net of a tax expense of $1,619, tax benefit of $51,070, tax expense of $1,619 and a tax benefit of $181,587, respectively
|
|
|
3,356
|
|
|
|
(163,243
|
)
|
|
|
13,149
|
|
|
|
(369,424
|
)
|
|
Net income from discontinued operations
|
|
|
172,007
|
|
|
|
61,789
|
|
|
|
181,800
|
|
|
|
773,966
|
|
|
Net loss
|
|
$
|
(528,330
|
)
|
|
$
|
(214,625
|
)
|
|
$
|
(1,137,265
|
)
|
|
$
|
(78,488
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share from continuing operations-Basic
|
|
$
|
(0.10
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.12
|
)
|
|
Net income per share from discontinued operations-Basic
|
|
|
0.02
|
|
|
|
0.01
|
|
|
|
0.03
|
|
|
|
0.11
|
|
|
Net loss per share-Basic
|
|
$
|
(0.08
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share from continuing operations-Diluted
|
|
$
|
(0.10
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.12
|
)
|
|
Net income per share from discontinued operations-Diluted
|
|
|
0.02
|
|
|
|
0.01
|
|
|
|
0.03
|
|
|
|
0.11
|
|
|
Net loss per share-Diluted
|
|
$
|
(0.08
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares-basic
|
|
|
7,060,965
|
|
|
|
7,001,404
|
|
|
|
7,028,790
|
|
|
|
7,001,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares-diluted
|
|
|
7,060,965
|
|
|
|
7,001,404
|
|
|
|
7,028,790
|
|
|
|
7,001,381
|
|
|
Misonix Contact:
|
Investor Relations Contact:
|
|
Richard Zaremba
|
Joe Diaz, Lytham Partners
|
|
631-694-9555
|
602-889-9700
|
|
invest@misonix.com
|
mson@lythampartners.com
|
Misonix Appoints Stavros Vizirgianakis
to Board of Directors
Board Expands to Seven Members
FARMINGDALE, NY – May 10, 2013
–
Misonix, Inc. (NASDAQ: MSON), a surgical device company that designs, manufactures and markets innovative therapeutic
ultrasonic products worldwide for spine surgery, cranial maxillo – facial surgery, neurosurgery, wound debridement, cosmetic
surgery, laparoscopic surgery and other surgical applications, announced today that Mr. Stavros Vizirgianakis has been appointed
to the Misonix Board of Directors. The addition of Mr. Vizirgianakis expands the Misonix Board to seven members, with five members
considered to be independent directors. Mr. Vizirgianakis is a Misonix shareholder, having acquired 5.3 percent of the Company’s
outstanding common stock in the open market in recent years.
Stavros Vizirgianakis has extensive medical
device sales and marketing experience as a principal in Applied BioSurgical, a large medical device distributor in South Africa,
and as a partner in MD Solutions Australasia PTY LTD, an Australian-based distributor of medical device products. Both companies
are major distributors for a large number of medical device companies throughout the world.
Applied BioSurgical and MD Solutions have
been exclusive distributors of Misonix products in their respective territories for many years.
Mr. Michael A. McManus, Jr., president
and chief executive officer of Misonix, said, “We are very pleased to welcome Stavros Vizirgianakis to our Board of Directors.
Stavros has a documented track record of success in marketing medical devices throughout the world. I have gotten to know Stavros
over the years as he has successfully sold our products internationally. His industry knowledge, marketing experience, and his
vast business relationships will be a great benefit to Misonix in the coming years.”
About Misonix:
Misonix, Inc. designs, manufactures and
markets therapeutic ultrasonic medical devices. Misonix’s therapeutic ultrasonic platform is the basis for several innovative
medical technologies. Addressing a combined market estimated to be in excess of $3 billion annually; Misonix’s proprietary
ultrasonic medical devices are used for wound debridement, cosmetic surgery, neurosurgery, laparoscopic surgery, and other surgical
and medical applications. Additional information is available on the Company’s Web site at www.misonix.com.
Private Securities Litigation Reform
Act of 1995
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 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, 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, 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 approval of pending and/or contemplated 510(k) filings, the ability to achieve
and maintain profitability in the Company’s business lines, and other factors discussed in the Company’s Annual Report on Form
10 K, subsequent Quarterly Reports on Form 10 Q and Current Reports on Form 8 K. The Company disclaims any obligation to
update its forward looking relationships.
# # #