-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VnblHCHyjf8RmromE7xsNf/zlcbm2uXTsrWhpXyqtQQZZCZklI8hqVrWITLbYye+ pzyFDBCe1LWMMemoTogHwA== 0000950136-07-003376.txt : 20070511 0000950136-07-003376.hdr.sgml : 20070511 20070511100925 ACCESSION NUMBER: 0000950136-07-003376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070511 DATE AS OF CHANGE: 20070511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISONIX INC CENTRAL INDEX KEY: 0000880432 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 112148932 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10986 FILM NUMBER: 07840372 BUSINESS ADDRESS: STREET 1: 1938 NEW HIGHWAY CITY: FARMINGDALE STATE: NY ZIP: 11747 BUSINESS PHONE: 5166949555 FORMER COMPANY: FORMER CONFORMED NAME: MEDSONIC INC DATE OF NAME CHANGE: 19930328 8-K 1 file1.htm FORM 8-K


                                  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): May 11, 2007 (May 9, 2007)

                                  MISONIX, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               New York                   1-10986                 11-2148932
- -------------------------------   ------------------------   -------------------
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
           incorporation)                                    Identification No.)

   1938 New Highway, Farmingdale, NY         11735
- ----------------------------------------   ----------
(Address of principal executive offices)   (Zip Code)

        Registrant's telephone number, including area code (631) 694-9555
                                                                 --------
________________________________________________________________________________
          (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:

[_]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[_]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition.

          On May 10, 2007, MISONIX, INC. ("Misonix") issued a press release
          announcing its financial results for the quarter ended March 31, 2007.
          The press release is attached hereto as Exhibit 99.1. This information
          shall not be deemed "filed" for purposes of Section 18 of the
          Securities Exchange Act of 1934, as amended, and is not incorporated
          by reference into any filing of Misonix, whether made before or after
          the date of this report, regardless of any general incorporation
          language in the filing.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
          Year.

          On May 9, 2007, the Board of Directors of Misonix adopted amendments
          (the "Amendments") to the By-Laws of the Company (the "By-Laws"). The
          Amendments are effective as of May 9, 2007. Set forth below is a
          description of the Amendments to the By-Laws including the prior
          provision of each By-Law so amended.

          Article IV, Section 4.1, of the By-Laws has been amended to provide
          that the shares of stock of Misonix may be represented by certificates
          or may be uncertificated. Section 4.1 has also been amended to provide
          that absent a specific request for a certificate, all shares may be
          uncertificated upon the original issuance of such shares by Misonix or
          upon surrender of the certificate representing such shares to Misonix
          or its transfer agent. Previously, the By-Laws did not provide for the
          issuance of uncertificated shares.

          Article IV, Section 4.2, of the By-Laws has been amended to provide
          that the Board of Directors may direct uncertificated shares or, if
          requested by the registered owner, a new certificate to be issued in
          place of any certificate previously issued by Misonix alleged to have
          been lost or destroyed. Previously, the By-Laws did not provide for
          the issuance of uncertificated shares in the case of a lost or
          destroyed certificate.

          Article IV, Section 4.3, of the By-Laws has been amended to provide
          that transfers of record of shares of the capital stock of Misonix
          shall be made upon its books by the holders of such shares, in person
          or by attorney duly authorized, and upon either the surrender of a
          certificate for a like number of shares, properly endorsed or
          accompanied by a properly endorsed stock power, or upon presentation
          of proper transfer instructions from the holder of record of
          uncertificated shares. Previously, the By-Laws did not provide for
          transfers of record of uncertificated shares.

          Article IV, Section 4.4, of the By-Laws has been amended to provide
          that except to the extent that the exercise of such power shall be
          prohibited or circumscribed by the By-Laws, by the Certificate of
          Incorporation, or other certificate filed pursuant to law, or by
          statute, the Board of Directors shall have power to make such rules
          and regulations concerning the issuance, registration, transfer and
          cancellation of stock certificates and uncertificated shares as it
          shall deem appropriate. Previously, the By-Laws did not grant the
          Board of Directors the power to make rules and regulations concerning
          issuance, registration, transfer and cancellation of uncertificated
          shares.


                                       2



Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit 3(b)   Text of Amendments to By-Laws of MISONIX, INC.

Exhibit 99.1   Press Release of MISONIX, INC., dated May 10, 2007


                                       3



                                   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.

Date: May 11, 2007                      MISONIX, INC.


                                        By: /s/ Richard Zaremba
                                            ------------------------------------
                                            Richard Zaremba
                                            Senior Vice President and Chief
                                            Financial Officer


                                       4



                                  EXHIBIT INDEX

Exhibit No.   Description
- -----------   -----------
3(b)          Text of Amendments to By-Laws of MISONIX, INC.

99.1          Press Release of MISONIX, INC., dated May 10, 2007


                                       5
EX-3.(B) 2 file2.htm AMENDMENT TO BYLAWS


                                   ARTICLE IV

                                  CAPITAL STOCK

          4.1. Stock Certificates and Uncertificated Shares

          The shares of stock of the Company may be represented by certificates
or may be uncertificated. Each holder of stock in the Company shall be entitled
to have a certificate signed by, or in the name of the Company by, the Chairman
of the Board, President or any Vice President and by the Treasurer or Assistant
Treasurer or the Secretary or Assistant Secretary, certifying the number of
shares owned by him in the Company. Where any such certificate is countersigned
by a transfer agent other than the Company or its employee, or by a registrar
other than the Company or its employee, any other signature on the certificate
may be a facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon (a) any such
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Company with the same
effect as if he were such officer, transfer agent, or registrar at the date of
issue. Absent a specific request for such a certificate by the registered owner
or transferee thereof, all shares may be uncertificated upon the original
issuance thereof by the Company or upon surrender of the certificate
representing such shares to the Company or its transfer agent.

          4.2. Lost Stock Certificates

          The Board of Directors may direct uncertificated shares or, if
requested by the registered owner, a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Company alleged to have been lost or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost or
destroyed. When authorizing such issue of uncertificated shares or a new
certificate or certificates, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such lost
or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the Company
a bond in such sum as it may direct as indemnity against any claim that may be
made against the Company with respect to the certificate alleged to have been
lost or destroyed.

          4.3. Transfers of Stock

     Transfers of record of shares of the capital stock of the Company shall be
made upon its books by the holders thereof, in person or by attorney duly
authorized, and upon either the surrender of a certificate or certificates for a
like number of shares, properly endorsed or accompanied by a properly endorsed
stock power, or upon presentation of proper transfer instructions from the
holder of record of uncertificated shares.

          4.4. Regulations

     Except to the extent that the exercise of such power shall be prohibited or
circumscribed by these By-Laws, by the Certificate of Incorporation, or other
certificate filed pursuant to law, or by statute, the Board of Directors shall
have power to make such rules and regulations


                                       6



concerning the issuance, registration, transfer and cancellation of stock
certificates and uncertificated shares as it shall deem appropriate.


                                       7
EX-99.1 3 file3.htm PRESS RELEASE


                                 [MISONIX LOGO]

FOR IMMEDIATE RELEASE

               Misonix Contact:                      Investor Relations Contact:
               Richard Zaremba                       Jordan M. Darrow
               Chief Financial Officer               Darrow Associates, Inc.
               631-694-9555                          631-367-1866
               invest@misonix.com                    jdarrow@DarrowIR.com

       MISONIX REPORTS INCREASE IN REVENUES FOR FISCAL 2007 THIRD QUARTER
                                FINANCIAL RESULTS

FARMINGDALE, N.Y. - MAY 10, 2007 - Misonix, Inc. (NASDAQ: MSON), a developer of
ultrasonic medical device technology for the treatment of cancer and other
chronic health conditions, today reported financial results for the fiscal third
quarter ended March 31, 2007. Highlights of the third quarter of fiscal 2007 and
other Company initiatives include:

     o    Increased Third Quarter Revenues Year-over-year

     o    Increased Sales of Medical Devices

     o    Increased Revenue Lines for the Sonablate(R) 500 ("SB500") using HIFU
          for Treating Prostate Cancer in Europe

     o    Increased Distribution of the SB500 in 16 Countries Throughout Europe

     o    Hemiablation Prostate Studies Supported by Major UK Cancer Research
          Organizations

     o    Established First Global HIFU Prostate Cancer Treatment Clinical
          Registry

     o    First Successful Sonatherm Procedures for Human Kidney Cancer

     o    Marketing Efforts Stepped Up for Ultrasonic Wound Care System/Sonic
          One

     o    Received 15 Orders for Labcaire Endoscopic Disinfectant Unit "ISIS"

Fiscal 2007 Third Quarter Results

Revenues for the three months ended March 31, 2007 were $10.6 million, a 4.1%
increase when compared with revenues of $10.2 million for the same period in
fiscal 2006. The increase in revenues is due to an increase in sales of medical
devices of $949,000, or 19%, to $6.0 million, partially offset by a decrease in
laboratory and scientific product revenues of $535,000 to $4.6 million. Medical
devices represented 57% of total third quarter 2007 revenues compared with 50%
of revenues for the same period in fiscal 2006.


                                       8



The increase in revenues of medical devices is due to a $654,000 increase in
revenues of therapeutic medical devices and an increase of $295,000 in revenues
of diagnostic medical devices. The increase in revenues of therapeutic medical
devices was primarily due to increased capital equipment unit sales and
fee-per-use revenues in Europe for the Sonablate 500 for prostate cancer
treatment. The increase in revenues of diagnostic medical devices was not
attributable to a single customer, distributor or any other specific factor, but
rather was the result of an increase in demand for all products.

The decrease in revenues of laboratory and scientific products is primarily due
to a decrease in wet scrubber revenues of $385,000, a decrease in ultrasonic
laboratory products of $85,000 and a decrease in Labcaire revenues of $54,000.
The decrease in wet scrubber revenues is due to the Company being extremely
selective in the opportunities it pursues, which has proven to be a successful
strategy implemented earlier in the fiscal year with sales trends improving from
the second quarter.

The Company recorded a net loss for the fiscal 2007 third quarter of $529,000,
or $.08 loss per fully diluted share, compared with a net loss of $829,000, or
$.12 loss per fully diluted share, for the same period in fiscal 2006.

The Company reported a backlog of unfilled orders as of March 31, 2007 of $8.2
million. Medical device products backlog was $4.4 million and laboratory and
scientific products backlog was $3.8 million.

Fiscal 2007 Nine Months Results

Revenues for the nine months ended March 31, 2007 were $30.9 million, a 4.5%
increase when compared with revenues of $29.5 million for the same period in
fiscal 2006. Medical device products revenues increased 10% to $17.1 million and
laboratory and scientific products revenues decreased 1.7% to $13.8 million. The
Company recorded a net loss for the nine months ended March 31, 2007 of $1.0
million, or $.15 loss per fully diluted share, compared with a net loss of $2.6
million, or $.39 loss per fully diluted share, for the same period in fiscal
2006.

Management's Comments

Commenting on the Company's financial results and recent developments, Michael
A. McManus, Jr., President and Chief Executive Officer, said, "We are making
good progress in our overall plan to grow our business and accomplish our five
goals for fiscal year 2007. For the third consecutive quarter our revenues have
increased from the respective prior year periods. Earnings and revenues in our
third quarter reflect, among other things, the fact that we only sold one SB500
for prostate cancer in the quarter. We have discussed the strategy of growing a
fee-per-use business to generate a form of recurring revenue as well as selling
SB500 capital equipment which have longer sales cycles and deliver only one-time
contributions to revenue.


                                       9



"To grow the recurring revenue business for longer-term, higher margin benefits,
we have entered into fee-per-use agreements in France and Portugal. We also are
working on a fee-per-use business in Germany. As we build the fee-per-use model,
we accept a lower price for the SB500 and receive typically a 60%-40%
participation, in our favor, to share fee-per-use procedure revenues. As we work
through this model, our revenues and earnings will be affected by lower revenues
and margin on each fee-per-use SB500 unit placed in the market in the early
years but we will be paid an annuity on our share of the procedure income in the
future. We have been using this model successfully in the U.K. and believe it is
in our Company's interest to find opportunities to open similar businesses
throughout the regions in which we market the SB500.

"A principal driver of our five pronged strategy for 2007 is the market's
increasing acceptance of ultrasonic medical devices. From our proprietary
innovations to specialized high intensity focused ultrasound ("HIFU") processes,
we are experiencing heightened interest from medical professionals, health care
administrators and patients around the world. At the annual conference of the
European Association of Urology in Germany, the SB500 was selected as a featured
minimally invasive HIFU technology, where over 200 urologists and related
medical professionals from throughout Europe attended, on-site or via
teleconference, a live procedure using our medical device to treat prostate
cancer.

"Some of Misonix's most promising medical devices involve less invasive
treatment of soft tissue, including treatment of the prostrate, kidney and
liver. This course of treatment enables substantial quality of life benefits and
reduces patient risk as well as ongoing healthcare costs. For example, the use
of our SB500 for prostate cancer may eliminate the need for radiation treatment
or a radical prostatectomy, which according to sources have resulted in patient
erectile dysfunction of between 20%-90% and incontinence of 20%-30%. Radiation
and traditional surgical options present significant shortcomings for patients,
which has opened the door for new technologies such as ultrasound.

"The SB500, for prostate cancer, is continuing to increase its acceptance by
both doctors and patients. Over the past twelve months the number of certified
doctors has gone from 9 to 25 with the total procedures increasing to 127 from
83, a 53% increase. Patients in 16 European countries are benefiting from our
superior HIFU treatment for prostate cancer.

"Another recent advancement for the SB500 that we announced during the third
quarter was the results from the first hemiablation procedures for prostate
cancer treatments performed in the United Kingdom. The results show that the
hemiablation procedures were successfully completed with positive ablation of
cancerous tissue in the effected area of the prostate gland, and patients showed
100% continence and 100% potency in follow-up examinations. Unlike many of the
traditional prostate cancer surgeries which treat or remove the entire gland,
HIFU hemiablation using the SB500 involves ablation of cancer in patients who
have had biopsy-proven prostate cancer limited to one lobe of the prostate.

"Current and future surgeons relying on the SB500 for the most effective
prostate cancer therapy will be able to access a newly created Global HIFU
Clinical Registry. The registry will provide important medical information
relating to completed patient procedures. As a repository for data


                                       10



from all SB500 users from centers around the world, more comprehensive
information will be available for research and analysis. This data will be used
for the production of reports for publication in medical journals and for use in
other mediums to promote the SB500 as the most efficacious and patient-friendly
prostate cancer treatment. At our annual SB500 user meeting in Europe, which was
attended by a record number of medical professionals, the registry was applauded
as essential for optimizing prostate cancer treatment.

"Among other noteworthy HIFU developments, we announced the results from our
first human kidney cancer treatments using the Sonatherm 600. Procedures were
successfully completed with positive ablation effect noted on cancer cells in
tumors within human kidneys. The ability of this device to laparoscopically
treat cancerous cells in the kidney effectively and safely has the potential to
eliminate the need for nephrectomies, which may jeopardize patients' health and
are costly. Treating the cancer cells while keeping the kidney in place and
without penetration of the organ is considered a breakthrough process.

"Success on other fronts was achieved as we commenced an international expansion
of our ultrasonic neuroaspirator product line into Eastern and Central Europe.
Demonstrating the depth of our portfolio of ultrasonic medical devices, the
neuroaspirator product line allows surgeons to precisely remove both soft and
hard tissue such as brain and spinal tumors. During the quarter we added three
new distributors in Europe.

"We have been ramping up the marketing of the SonicOne Ultrasonic Wound Care
System with Medline in the United States. Sales of this product have contributed
to our third quarter revenue, and we look forward to introducing the product
internationally.

"Last quarter we announced the receipt of our first orders for our Labcaire
Endoscopic Disinfectant Unit "ISIS", which is part of our laboratory and
scientific products segment. The ISIS seems to be exactly what the market is
seeking as orders have exceeded our expectations. With an average selling price
of approximately $100,000, we'll be recognizing the revenue for the 15 units
that have been ordered to date beginning in our fourth fiscal quarter. We remain
very excited about the opportunities for this product.

"We continue to see promising results from all of our primary business lines.
Misonix, with what management believes is the most impressive platform of
ultrasonic medical devices available today, clearly is taking center stage as an
innovator in the health care industry. We believe Misonix possesses the most
advanced HIFU platform of minimally invasive medical devices for the treatment
of cancer. Our HIFU technology, which many are considering the most important
trend for the treatment of prostate cancer in Europe as well as around the
world, is proving, we believe, to be the modality of choice. It is our intent to
capitalize on the impressive progress made in the third quarter toward bridging
the gap between an emerging trend and mass adoption for all of our therapeutic
medical devices."

Investor Conference Call and Web Cast


                                       11



As previously announced, the Company has scheduled a conference call and web
cast to discuss its third quarter fiscal year 2007 financial results today. The
conference call will be broadcast live on the Internet via the Investor
Relations section of the Company's Website at www.misonix.com. Alternatively,
participants may join the conference call by dialing 800-591-6944 (domestic) or
617-614-4910 (international) and entering the reservation code 85243514.
Participants should use these access methods about 10 minutes prior to the start
time.

For those unable to attend the live broadcasts, replays will be available
beginning approximately one hour after the events. Replay information will be
posted on the Misonix Website following the conclusion of the live broadcasts.
There is no charge for participants to access the live broadcasts or replays.

About Misonix:

Misonix, Inc. (NASDAQ: MSON) designs, develops, manufactures, and markets
medical, scientific, and industrial ultrasonic equipment, laboratory safety
equipment, and air pollution control products. Misonix' ultrasonic platform is
the basis for several innovative medical technologies. Misonix has a minority
equity position in Focus Surgery, Inc. which uses high intensity focused
ultrasound technology to destroy deep-seated cancerous tissues without affecting
surrounding healthy tissue. Addressing a combined market estimated to be in
excess of $3 billion annually, Misonix' 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 Website 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, uncertainties as a result of research and development,
potential acquisitions, consumer and industry acceptance, litigation and/or
court proceedings, including the timing and monetary requirements of such
activities, 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.

                                      * * *
                               (Tables to follow)


                                       12



                         MISONIX, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                    Unaudited



                                               Three Months Ended            Nine Months Ended
                                                     March 31,                   March 31,
                                                2007          2006          2007           2006
                                            -----------   -----------   ------------   ------------

Net sales                                   $10,583,924   $10,169,778   $ 30,865,888   $ 29,549,736
Cost of goods sold                            6,123,927     6,216,776     17,687,270     18,296,682
                                            -----------   -----------   ------------   ------------
Gross profit                                  4,459,997     3,953,002     13,178,618     11,253,054

Selling expenses                              2,003,430     1,765,639      5,524,786      5,014,110
General and administrative expenses           2,614,237     2,502,626      7,321,668      7,528,168
Research and development expenses               735,518       975,307      2,383,903      2,739,043
                                            -----------   -----------   ------------   ------------
Total operating expenses                      5,353,185     5,243,572     15,230,357     15,281,321
                                            -----------   -----------   ------------   ------------
Loss from operations                           (893,188)   (1,290,570)    (2,051,739)    (4,028,267)
Total other income                               81,267       144,143        356,342        458,334
                                            -----------   -----------   ------------   ------------
Loss before minority interest and
   income taxes                                (811,921)   (1,146,427)    (1,695,397)    (3,569,933)
Minority interest in net (loss) income of
   consolidated subsidiaries                    (38,318)       (6,465)       (12,819)        12,659
                                            -----------   -----------   ------------   ------------
Loss before income taxes                       (773,603)   (1,139,962)    (1,682,578)    (3,582,592)

Income tax benefit                             (244,567)     (310,844)      (634,680)      (941,006)
                                            -----------   -----------   ------------   ------------
Net loss                                      ($529,036)    ($829,118)   ($1,047,898)   ($2,641,586)
                                            ===========   ===========   ============   ============
Net loss per share-basic                         ($0.08)       ($0.12)        ($0.15)        ($0.39)
                                            ===========   ===========   ============   ============
Net loss per share-diluted                       ($0.08)       ($0.12)        ($0.15)        ($0.39)
                                            ===========   ===========   ============   ============
Weighted average common shares-basic          6,962,802     6,884,169      6,923,044      6,857,924
                                            ===========   ===========   ============   ============
Weighted average common shares-diluted        6,962,802     6,884,169      6,923,044      6,857,924
                                            ===========   ===========   ============   ============



                                       13



                         MISONIX, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



                                                                                                    DERIVED FROM AUDITED
                                                                                      UNAUDITED     FINANCIAL STATEMENTS
                                                                                   MARCH 31, 2007      JUNE 30, 2006
                                                                                   --------------   --------------------

ASSETS
Current assets:
   Cash                                                                              $   866,998        $   675,400
   Accounts receivable, net of allowance
      for doubtful accounts of $297,068 and
      $256,309, respectively                                                           8,026,369          6,530,598
   Inventories, net                                                                   12,202,456         11,307,226
   Income tax receivable                                                                       0            786,654
   Deferred income taxes                                                               1,346,654          1,419,949
   Prepaid expenses and other current assets                                           1,318,341          1,070,903
                                                                                     -----------        -----------
Total current assets                                                                  23,760,818         21,790,730

Property, plant and equipment, net                                                     6,204,878          6,495,854
Deferred income taxes                                                                  1,859,431          1,039,824
Goodwill                                                                               4,718,689          4,673,713
Other assets                                                                           1,222,216            512,444
                                                                                     -----------        -----------
Total assets                                                                         $37,766,032        $34,512,565
                                                                                     ===========        ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Revolving credit facilities and note payable                                      $ 5,034,828        $ 1,572,042
   Accounts payable                                                                    4,774,760          4,784,102
   Accrued expenses and other current liabilities                                      3,325,190          2,963,762
   Current maturities of long-term debt and capital lease obligations                    341,207            367,823
   Foreign income tax payable                                                             78,635                  0
                                                                                     -----------        -----------
Total current liabilities                                                             13,554,620          9,687,729

Long-term debt and capital lease obligations                                           1,104,613          1,145,279
Deferred income taxes                                                                    282,455            282,455
Deferred income                                                                          347,622            422,634
Deferred lease liability                                                                 395,822            378,031
                                                                                     -----------        -----------
Total liabilities                                                                     15,685,132         11,916,128
Commitments and contingencies
Minority interest                                                                        330,906            341,631
Stockholders' equity:
   Capital stock, $0.01 par - shares authorized 10,000,000; 7,079,169
      and 6,978,169 issued and 7,001,369 and 6,900,369 outstanding, respectively          70,792             69,782
   Additional paid-in capital                                                         24,822,437         24,548,536
   Accumulated deficit                                                                (3,206,169)        (2,158,271)
   Accumulated other comprehensive income                                                475,358            207,183
   Treasury stock, 77,800 shares                                                        (412,424)          (412,424)
                                                                                     -----------        -----------
Total stockholders' equity                                                            21,749,994         22,254,806
                                                                                     -----------        -----------
Total liabilities and stockholders' equity                                           $37,766,032        $34,512,565
                                                                                     ===========        ===========

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