Apyx Medical Corp - Annual Report: 2006 (Form 10-K)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
fiscal year ended December 31, 2006
Commission
file number 0-12183
BOVIE
MEDICAL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
No.
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11-2644611
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(State
or other jurisdiction
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(IRS
Employer Identification No.)
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of
incorporation or organization)
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734
Walt Whitman Rd., Melville, New York 11747
(Address
of principal executive offices)
(631)
421-5452
(Issuer's
telephone number)
Securities
registered under Section 12(b) of the Exchange Act
Common
Stock, $.001 Par Value
(Title
of
class)
Securities
registered under Section 12(g) of the Exchange Act
None
Indicate
by check mark whether the registrant (I) filed all reports required to
be filed
by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months
(or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes
[X] No [ ]
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K
any amendment to this Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
one):
Large
accelerated filer [ ] Accelerated
filer [ ] Non-accelerated
filer [X]
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule
12b-2 of the Act).
Yes
[
] No
[X]
Issuer’s
revenues for its most recent fiscal year were $26,676,182.
The
aggregate market value of the voting stock held by non-affiliates computed
by
reference to the price at which the stock was sold, or the average bid
and asked
prices of such stock, as of March 20, 2007 was approximately
$128,172,274.
The
number of shares of the registrant's $.001 par value common stock
outstanding as of March 20, 2007 was 15,258,604.
Company
Symbol-BVX Company SIC (Standard Industrial Code)-3841
DOCUMENTS
INCORPORATED BY REFERENCE
There
are
no documents incorporated by reference.
Bovie
Medical Corporation
2006
Form 10-K Annual Report
Table
of Contents
Part
I
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Page
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1
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5
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9
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9
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9
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9
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Part
II
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10
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10
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11
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22
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23
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23
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23
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Part
III
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24
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26
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30
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32
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33
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Part
IV
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BOVIE
MEDICAL CORPORATION
Overview
Bovie
Medical Corporation (“the Company” or “Bovie”) was incorporated in 1982, under
the laws of the State of Delaware and has its principal executive office
at 734
Walt Whitman Road, Melville, New York 11747.
Bovie
is
actively engaged in the business of manufacturing and marketing medical
products
and developing related technologies. Aaron Medical Industries, Inc. (“Aaron”), a
100% owned subsidiary based in St. Petersburg, Florida is engaged in marketing
our medical products. Bovie Canada ULC, a 100% owned subsidiary located
in
Windsor, Ontario, functions mainly as a product development and manufacturing
company focused on endoscopic devices. Over the past several years, we
changed
our focus to the manufacture and marketing of generators and electrosurgical
disposables, evidenced by the development of a broad range of electrosurgical
generators designed for doctor’s offices, surgicenters and hospitals.
We
manufacture and market products both under private label and the Bovie/Aaron
label to distributors worldwide. Additionally, Bovie/Aaron has original
equipment manufacturing (OEM) agreements with other medical device
manufacturers. These OEM and private label arrangements and our use of
the
Bovie/Aaron label allow us to gain greater market share for the distribution
of
our products.
Company
Products
Electrosurgery
Products
We
continue to expand our line of electrosurgery products, which include,
desiccators, generators, electrodes, electrosurgery pencils, and various
ancillary disposable products. These products are used in surgery for the
cutting and coagulation of tissue and constitute our largest product line.
Our
accessories for electrosurgery products are substantially compatible with
most
major manufacturers’ electrosurgery generator products. With the exception of
OEM products, all of our electrosurgery generators and accessories are
marketed
using the internationally recognized Bovie trademark. It is estimated that
80%
of all surgical procedures performed worldwide are accomplished by
electrosurgery, including laparoscopic, as well as general surgery and
surgical
procedures in gynecology, urology, plastic surgery and dermatology.
Bovie/Aaron
800 and 900 High Frequency Desiccators
These
products are low powered desiccators, designed primarily for dermatology
and
plastic surgery in a physician’s office. The units are 30-watt high frequency
generators used mainly in doctors’ offices for removing small skin lesions and
growths.
Bovie/Aaron
950
Bovie
has
developed the first high frequency desiccator with cut capacity for outpatient
surgical procedures. It was designed mainly for use in doctors’ offices and is
utilized in a variety of specialties including dermatology, gynecology,
and
plastic surgery.
Bovie/Aaron
1250
We
have
also developed a 120-watt multipurpose electrosurgery generator. The unit
features monopolar and bipolar functions with pad sensing. The product
is being
produced in at least two private label formats in addition to the Bovie/Aaron
label.
1
Bovie/Aaron
2250/IDS 300
Given
the
market interest in more powerful electrosurgical generators, we have developed
a
200-watt multipurpose digital electrosurgery generator designed for the
rapidly
expanding surgi-center market in the United States. This unit features
both
monopolar and bipolar functions, has pad and tissue sensing, plus nine
blended
cutting settings. This unit has the capability to do most procedures performed
today in the surgi-center or outpatient settings and was introduced in
2003. The
Bovie® IDS Series are the latest electrosurgical generators with fully digital
implementation. Bovie is using dedicated digital hardware instead of a
general
purpose controller for processing data. The digital hardware allows very
high
parallel data processing throughout the operation. All data is sampled
and
processed digitally. While 200 watts is more than enough power to do most
procedures in the operating room, 300 watts is considered the standard
and
believed to be what most hospitals and surgi-centers will require. The
Bovie
IDS-300 has been designed based on a digital feedback system. The unit
has a
tissue sensing capability 20 times faster than the market leader. For the
first
time in electrosurgery, through digital technology, we are able to measure
tissue impedance in real time (5000 times a second). As the impedance varies,
the power is adjusted to deliver a consistent clinical effect.
Battery
Operated Cauteries
Battery
operated cauteries constitute our second largest product line. Cauteries
were
originally designed for precise hemostasis (to stop bleeding) in ophthalmology.
The current use of cauteries has been substantially expanded to include
sculpting woven grafts in bypass surgery, vasectomies, evacuation of subungual
hematoma (smashed fingernail) and for arresting bleeding in many types
of
surgery. Battery operated cauteries are primarily sterile one-time use
products.
Bovie manufactures the broadest line of cauteries in the world, including
but
not limited to, a line of replaceable battery and tip cauteries, which
are
popular in overseas markets.
Battery
Operated Medical Lights
We
manufacture a variety of specialty lighting instruments for use in ophthalmology
as well as patented specialty lighting instruments for general surgery,
hip
replacement surgery and for the placement of endotracheal tubes in emergency
and
surgical procedures. We also manufacture and market physicians’ office use
penlights.
Nerve
Locator Stimulator
Bovie
manufactures a nerve locator stimulator primarily used for identifying
motor
nerves in hand and facial reconstructive surgery. This instrument is a
self-contained, battery-operated unit, used for single surgical
procedures.
New
Products
Low
Temperature Focused Plasma Technology (in development)
In
February 2000, we entered into a Joint Venture Agreement with a non-affiliated
German corporation, Jump Agentur Fur Elektrotechnik GMBH, wherein we have
a 50%
interest in the equity and a 50% interest in the profits of the joint venture.
Pursuant to the agreement, Bovie initially advanced $200,000 to the partnership
to cover costs of further research toward the production of two commercial
prototypes. Bovie has made available its facilities in Florida for development,
manufacturing and marketing of the products of the joint venture and is
responsible to expend its best efforts to secure all necessary financing
for the
research, development and marketing of the products estimated to be an
amount up
to $1.5 million. To date we have expended approximately $.8 million for
the
development of the technology. Based upon our current cash position, cash
flows
and credit facility we believe we have the financial resources to satisfy
our
obligations.
Pursuant
to agreement, the joint venture acquired an exclusive license to produce
and
market any surgical/medical devices utilizing this technology. In fiscal
2006,
2005 and 2004, Bovie made additional
2
advances
to the joint venture in the form of research and development of prototypes
expending $138,912, $161,190 and $39,286 in development and engineering
costs,
respectively.
This
technology utilizes a gas ionization process using only one working electrode.
The device produces a stable thin focused beam of ionized gas that can
be
controlled in a wide range of temperatures and intensities, providing the
surgeon with precision, minimal invasiveness and an absence of conductive
currents during surgery substantially reducing overheating in the area
or
burning.
The
device has been developed and patented in both Europe and the United States.
Bovie has constructed several pre-production prototypes for field-testing
purposes as a prelude to eventual FDA submission and clearance for
manufacturing. The initial intended uses are in the areas of veterinary
medicine, dermatology, plastic surgery, cosmetology and gastroenterology.
Prior
to
contracting with JUMP Agentur and prior to the formation of the joint venture,
JUMP Agentur had licensed its J-Plasma technology to Soring, a German company.
The agreement was terminated but Soring has filed its own patent possibly
using
the plasma technology as its basis. Management of both JUMP and Bovie believes
Soring may have breached its agreement with JUMP and may be liable for
its
actions. As a result there is no assurance that there will not be future
litigation involving the joint venture and/or JUMP Agentur with
Soring.
To
date
there have been no revenues recorded by the joint venture.
New
Generator Platform
We
have
developed a new generator platform, which incorporates a flexible and simple
user interface and allows for customization of the output modes for a variety
of
electrosurgical applications.
· |
ICON
GI Device
|
The
ICON
GI (in development) is a custom designed specialty electrosurgical product
for
the gastroenterological market. This product is designed to improve safety
and
convenience in performing GI procedures (a) by ensuring that the accessories
are
properly connected, thereby avoiding procedural mishaps, and (b) by allowing
for
the settings to be customized by the physician user. Available statistics
indicate that during the period 1996 to 2000 colonoscopies performed in
the
United States increased 100%. We have received US Food and Drug Administration
(“FDA”) 510K clearance to market the ICON GI and we anticipate sales and
production of these units to begin in the second quarter of 2007.
· |
Bovie
Button
|
After
a
review of time-motion studies and focus groups of gastroenterologists and
GI lab
assistants we have completed development of a new device designed to eliminate
the foot pedal and cables which are associated with standard electrosurgical
generators found in all gastrointestinal (“GI”) labs. On March 1, 2006, subject
to sterilization validation, we received FDA 510K clearance to market the
Bovie
Button. We have recently commenced marketing of this product.
Suture
Removal Device (in development)
In
October 2003 we entered into an exclusive worldwide license agreement with
Emergency Medical Innovations, LLC., (EMI)
a
non-affiliated company, to manufacture and market a disposable suture removal
device (patent pending). The device is expected to reduce time for removing
stitches in a doctor’s office, medical clinic or emergency room. The device is
designed to remove sutures with a tension free cut to be utilized in various
medical procedures on humans and animals. We have received FDA 510K clearance
and anticipate release and marketing to medical professionals during the
second
quarter of 2007. We expended development funds of approximately $35,197
for
fiscal 2006, $66,000 in 2005 and $50,000 in 2004. When the product begins
selling we will pay a 6% royalty to EMI, the licensor.
3
The
exclusive license agreement provides for, among other things, a term of
15
years, with automatic 2-year renewals thereafter, subject to mutual agreement
on
minimum production and sales. Bovie has the right to terminate on 90-days
notice
to Licensor if it determines in its sole discretion that the product is
non-competitive and not commercially viable. Licensor may terminate the
agreement if Bovie violates a material term and does not cure the breach
within
60-days after receipt of notice of default. In addition, Bovie may lose
exclusivity if there is a 10% decrease in sales over a consecutive two
calendar
year period.
Bovie
may
elect to retain exclusivity by paying sufficient royalties to offset loss
to
Licensor resulting from the decreased sales.
Bovie
IDS 400
We
have
developed a new and more powerful 400 watt generator for sale in overseas
markets. Shipments of the product are expected to commence late in the
first
quarter.
Endoscopic
Modular Instruments
In
January, 2006, pursuant to agreement to acquire technology from Henvil
Corp.
Ltd.(“Henvil”) and Steve Livneh, its principal, we acquired patent pending
technology for new endoscopic disposable and reusable modular instruments
(“the
Product”). The innovative modular forceps are ergonomically designed to provide
surgeons’ added comfort and improved safety while reducing per-procedure costs.
The modular forceps offer a unique and simpler assembly process for laparoscopic
procedures and is the first modular design for the arthroscopy market.
Commercial prototypes have been developed and we have received FDA 510K
clearance to market the modular laparoscopic instruments. We anticipate
sales
and production to commence towards the end of the second quarter 2007.
The
estimated annual worldwide market size for instruments of these categories
is
estimated to exceed $200 million. We received FDA 510K clearance to market
the
instrument.
During
fiscal 2006, pursuant to the agreement with Henvil and Steve Livneh, we
purchased machinery and equipment in the approximate amount of $450,000.
In
addition, commencing with the year following the first sale or commercial
delivery of the Product, Bovie shall pay to Henvil’s principal, Steve Livneh, an
initial minimum royalty of the greater of $35,000 per year or 3% of adjusted
gross revenues received from the sale and marketing of the instruments.
Thereafter, Mr. Livneh will be paid a royalty equal to 2.5% of adjusted
gross
sales for the life of the patents issuable for the technology.
As
additional consideration for the acquisition of the technology, Mr. Livneh
received 50,000 5-year restricted stock options to purchase Bovie common
stock
for each category of instrumentation (a total of 100,000 stock options)
exercisable at the closing price of Bovie common stock on the American
Stock
Exchange on the date of execution of the Agreement, January 11, 2006. The
options vested upon FDA clearance for marketing the product.
Bovie
Canada Products
In
October 2006 we acquired assets of Lican Developments LTD (Lican), an Ontario,
Canada Corporation. The assets acquired include proprietary patent pending
technologies, working prototypes in various stages of development and production
equipment. Lican is a product development and manufacturing company focused
on
endoscopic devices (see Note 10 of Notes to Consolidated Financial
Statements).
Technologies
in development include:
- |
Tip-On-Tube®
a disposable tip technology complementary to Bovie’s previously acquired
and announced Modular Ergonomic Grip (MEG) forceps. Bovie acquired
the MEG
technology in January 2006 and recently received Food and Drug
Administration (FDA) clearance to market the
product.
|
4
- |
A
new surgical handle platform called the Modullion® that allows a plurality
of electrical and mechanical modes to be used in conjunction with
reusable
and disposable mono and bipolar cartridges and is applicable to
most
endoscopic surgeries.
|
- |
Seal-N-Cut®
a family of endoscopic instruments used in monopolar and bipolar
vessel
and tissue cutting and sealing.
|
Bovie
formed the wholly owned subsidiary, Bovie Canada, which will continue the
further development of these technologies as well as manufacturing the
new
devices and other Bovie products.
Bovie
Canada features state-of-the-art manufacturing equipment such as computerized
multi-axis machinery, micro-laser welding equipment and electro-discharge
drilling machinery.
Endoscopic
instruments (and their continued development), acquired in the January
2006
agreement with Henvil, have become part of the Bovie Canada subsidiary’s
operations and are included in the Bovie Canada array of technologies.
Patent
applications have been filed and we anticipate the marketing and sales
of
products to begin in later part of second quarter.
Boston
Scientific Agreement
In
October 2006, we entered into an exclusive distribution and marketing agreement
with Boston Scientific Corporation for the sale of an electrosurgery device
for
use in Boston Scienfitic’s oncology business. Pursuant to the agreement, Bovie
will manufacture the product. The product will be co-labeled with both
the
Boston Scientific and Bovie names displayed. Additionally, the contract
provides
that we receive funding from Boston Scientific as part of start-up manufacturing
costs.
In
addition to risks and uncertainties in the ordinary course of business,
important risk factors are discussed in the sub-paragraphs below entitled
Manufacturing, Marketing and Distribution, Competition, Government Regulation,
Manufacturing, International Regulation, Patents and Trademarks, Liability
and
Insurance, and Adverse Weather.
Manufacturing,
Marketing and Distribution
Bovie
manufactures the majority of its products on its premises in St. Petersburg,
Florida. Labor-intensive sub-assemblies and labor-intensive products may
be
out-sourced to our specification. Although we sell through distributors,
we
market our products through national trade journal advertising, direct
mail,
distributor sales representatives and trade shows, under the Bovie name,
the
Bovie/Aaron name and private label. Major distributors include Allegiance
(a
Cardinal Company), IMCO, McKesson Medical Surgical, Inc., NDC (Abco, Cida
and
Starline), Owens & Minor, and Physician Sales & Service.
We
have
two major OEM customers, Arthrex, Inc. and Medtronic, Inc., for which we
manufacture products on a private label basis, pursuant to an agreement.
The
Arthrex, Inc agreement provides, among other things, that we will be reimbursed
for our expenses in developing products according to Arthrex’s specifications.
Arthrex owns the intellectual property, which was developed based on our
technical know-how. We may not generally compete in Arthrex markets with
the
product developed. The agreement further provides that Arthrex is not obliged
to
place any orders for the product developed, but if it does seek to place
orders,
it must place them exclusively with us. The agreement also generally provides
for product warranties, insurance, termination, and confidentiality. Subject
to
certain circumstances, the Arthrex Agreement has a termination date of
November
2007 (the “Termination Date”). However, the Agreement further provides that if
neither party elects to terminate by May 2007, the Agreement shall extend
for an
additional 3-year period beyond the Termination Date. In fiscal 2006, Arthrex
orders represented approximately 22% of our total revenues. As such, should
Arthrex determine to reduce or cease placement of orders for the products,
our
business will likely be adversely affected.
5
Our
agreement with Medtronic, Inc. contains similar terms for reimbursement
of
expenses for developing products according to Medtronic’s specifications,
product warranties, insurance, termination, and confidentiality. Medtronic
also
owns the intellectual property, which was developed based on our technical
know-how. We may not generally compete with the products developed in
Medtronic’s markets. In addition, under the agreement Medtronic is not obliged
to place any orders for the product developed, but if it does seek to place
orders, it must place them exclusively with us. In fiscal 2006, Medtronic
orders
represented approximately 11% of our total revenues. As such, should Medtronic
determine to reduce or cease placement of orders for the products, our
business
will likely be adversely affected.
Competition
The
medical device industry is highly competitive. Many competitors in this
industry
are well established, do a substantially greater amount of business, and
have
greater financial resources and facilities than we do.
We
believe we rank third in the field of electrosurgical generator manufacturing
and we sell our products and compete with other manufacturers in various
ways.
In addition to advertising, attending trade shows and supporting our
distribution channels, we strive to enhance product quality, improve user
friendliness and expand product exposure.
We
also
compete by private labeling our products for major distributors under their
label. This allows us to increase our position in the marketplace and thereby
compete from two different approaches, our Aaron or Bovie label, and our
customers’ private label. Our private label customers distribute our products
under their name through their internal sales force. Our main competitors
do not
private label their products
Lastly,
we only sell our product through distributors. Since we never sell direct
to the
end user, we are participating with our distribution partners, and never
competing with them. Many of the companies we compete with sell direct,
thus
competing directly with distributors they sometimes use.
Main
competitors are Conmed, Valleylab (a division of Tyco) and Erbe Electromedizine,
in the electrosurgery market, Xomed (a division of Medtronics), in the
battery
operated cautery market and Ethicon and U.S. Surgical in the endoscopic
instrumentation market. We believe our competitive position did not change
in
2006.
Government
Regulation
United
States
The
Company’s products and research and development activities are subject to
regulation by the FDA and other regulatory bodies. FDA regulations govern,
among
other things, the following activities:
·
|
Product
development.
|
·
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Product
testing.
|
·
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Product
labeling.
|
·
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Product
storage.
|
·
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Pre-market
clearance or approval.
|
·
|
Advertising
and promotion.
|
·
|
Product
traceability, and
|
·
|
Product
indications.
|
In
the
United States, medical devices are classified on the basis of control deemed
necessary to reasonably ensure the safety and effectiveness of the device.
Class
I devices are subject to general controls. These controls include registration
and listing, labeling, pre-market notification and adherence to the FDA
Quality
System Regulation. Class II devices are subject to general and special
controls.
Special controls include performance standards, post market surveillance,
patient registries and FDA guidelines. Class III devices are
6
those
which must receive pre-market approval by the FDA to ensure their safety
and
effectiveness. Currently, we only manufacture Class I and Class II devices.
Pre-market notification clearance must be obtained for some Class I and
most
Class II devices when the FDA does not require pre-market approval.
Manufacturing
Manufacturing
and distribution of our products may be subject to continuing regulation
by the
FDA. We will also be subject to routine inspections by the FDA to determine
compliance with the following:
·
|
Quality
System Regulations.
|
·
|
Medical
device reporting regulations, and
|
·
|
FDA
restrictions on promoting products for unapproved or off-label
uses.
|
In
addition to regulations enforced by the FDA, we are also subject to regulations
under the Occupational Safety and Health Act, the Environmental Protection
Act
and other federal, state and local regulations.
International
Regulation
To
market
products in the European Union and countries other than the United States,
we
must obtain regulatory approval similar to that required by the FDA. All
of our
medical devices are classified as Class III devices under the European
Medical
Devices directive. Therefore, we were required to obtain the “CE Mark”
certification from a “Notified Body” in one of the member countries in the
European Union. The CE Mark certification is an international symbol of
adherence to quality assurance standards and compliance with the applicable
European Medical Devices Directive.
Approval
by a Notified Body typically includes a detailed review of the following:
·
|
Description
of the device and its components,
|
·
|
Safety
and performance of the device,
|
·
|
Clinical
evaluations with respect to the device,
|
·
|
Methods,
facilities and quality controls used to manufacture the device,
and
|
·
|
Proposed
labeling for the device.
|
Manufacturing
and distribution of a device is subject to continued surveillance by the
Notified Body after CE Mark certification to ensure continued compliance
with
quality control and reporting requirements.
Pre-market
notification clearance must be obtained for some Class I and most Class
II
devices when the FDA does not require pre-market approval. A pre-market
approval
application is required for most Class III devices. A pre-market approval
application must be supported by valid scientific evidence to demonstrate
the
safety and effectiveness of the device. The pre-market approval application
typically includes:
·
|
Results
of bench and laboratory tests, animal studies, and clinical
studies,
|
·
|
A
complete description of the device and its components,
|
·
|
A
detailed description of the methods, facilities and controls
used to
manufacture the device, and proposed
labeling.
|
The
approval process can be expensive, uncertain and lengthy. A number of devices
for which FDA approval has been sought by other companies have never been
approved for marketing. To date we have not experienced non-approval of
any of
our devices heretofore submitted to the FDA.
We
obtained CE Mark certification to market our products in the European Union
in
1999. In addition to CE Mark certification, each member country of the
European
Union maintains the right to impose additional regulatory requirements.
7
Outside
of the European Union, regulations vary significantly from country to country.
The time required to obtain approval to market products may be longer or
shorter
than that required in the United States or the European Union. Certain
European
countries outside of the European Union do recognize and give effect to
the CE
Mark certification. We are permitted to market and sell our products in
those
countries.
Patents
and Trademarks
We
own a
total of twelve outstanding patents but do not believe our current patents
have
a material effect on our operations. The useful lives of our existing patents
have substantially diminished. We can give no assurance that competitors
will
not infringe on our patent rights or otherwise create similar or non-infringing
competing products that are technically patentable in their own right.
We
have
recently filed new patent applications for the Bovie Button, a snare device
(GI
accessory products), modular laparoscopic instruments, the output stage
to our
generator platform, and a Plasma Stream patent application relating to
the
plasma technology. We also plan to file new trademark applications relating
to
our other GI products later this year.
Liability
and Insurance
The
manufacture and sale of medical products entail significant risk of product
liability claims. Bovie currently maintains product liability insurance
with
combined coverage limits of $10 million on claims made basis. There is
no
assurance that this coverage will be adequate to protect us from any possible
liabilities we might incur in connection with the sale or testing of our
products. In addition, we may need increased product liability coverage
as
products are commercialized. This insurance is expensive and in the future
may
not be available on acceptable terms, if at all.
Adverse
Weather
Our
manufacturing facilities are located in St. Petersburg, Florida and could
be
affected due to multiple risks from fire, hurricanes and the like. In the
recent
past, Florida has sustained four (4) major hurricanes, the last of which
occasioned damage to the roof of one of our buildings. We sustained flooding
and
loss of furniture and equipment. The damage was mildly disruptive to operations.
Although we carry casualty insurance and business interruption insurance,
future
possible disruptions of operations due to hurricanes or fire could affect
our
ability to meet our commitments to our customers and impair important business
relationships, the loss of which could adversely affect our operations
and
profitability.
Research
and Development
The
amount expended by us on research and development of our products during
the
years 2006, 2005 and 2004, totaled $1,048,175, $985,807 and $907,389
respectively. We have not incurred any direct costs relating to environmental
regulations or requirements. Our research and development costs for our
products
are not borne by our customers.
Employees
Presently
Bovie has a total of approximately 161 full time employees. These consist
of 5
executive officers, 24 supervisory and managerial personnel, 8 sales, 124
technical support administrative and factory employees.
Significant
Subsidiaries
Aaron
Medical Industries, Inc., is a Florida Corporation with offices in St.
Petersburg, Florida. It is principally engaged in the business of marketing
our
medical products.
8
Bovie
Canada ULC is an Alberta, Canada Corporation with its facility located
in
Windsor, Ontario. The principal function of this facility is product development
and manufacturing focused mainly on endoscopic devices.
There
are
no outstanding unresolved comments from the staff of the Securities and
Exchange
Commission.
Bovie
has
executive office space at 734 Walt Whitman Road, Melville, New York, its
St.
Petersburg, Florida manufacturing facility located at 7100 30th
Ave N.,
and its Windsor, Canada facility located at 3180 Grand Marais E. Bovie
leases
the executive offices in New York for $1,529 per month through the year
2006 and
leases the Windsor facility for $2,725 Canadian dollars per month for the
last
quarter 2006. Bovie owns its main facility in Florida consisting of 28,000
square feet of office, warehousing and manufacturing space.
On
August
20, 2003, Bovie signed an agreement to lease approximately 20,000 square
feet of
space located at 3200 Tyrone Blvd., St. Petersburg, Florida for sixty-two
months
commencing on September 1, 2003 and terminating on October 31, 2008, with
an
option to renew for an additional five years. This additional space provides
Bovie with a total of 48,000 square feet of manufacturing warehousing and
office
space in Florida. The building leased is in close proximity to our original
(and
owned) manufacturing facility in St. Petersburg, Florida. The base monthly
rent
is $8,750 commencing on November 1, 2003. The base rent increases by 3%
for each
year of the lease. We are responsible for common area maintenance, insurance
and
real estate taxes, which have been established at $1,667 per month for
the first
year of the term of the lease.
An
additional 4,200 square feet of office and warehouse space (also in close
proximity) is leased on a month-to-month basis at 7191 30th
Ave N,
St. Petersburg for $2,314 per month, which continues into 2007.
We
presently have no material litigation outstanding.
There
were no matters submitted to securities holders during the fourth quarter
of the
year ended December 31, 2006.
9
Bovie’s
common stock has been traded on the American Stock Exchange since November
5,
2003. Prior to that it was traded in the over-the-counter market on the
OTC
bulletin board. The table shows the reported high and low bid prices for
the
common stock during each quarter of the last eight respective quarters
as
reported by the OTC Bulletin Board (symbol “BOVI”) and the American Stock
Exchange (symbol “BVX”). These prices do not represent actual transactions and
do not include retail markups, markdowns or commissions.
2006
|
|
High
|
Low
|
|
|
|
|||
1st
Quarter
|
$
|
3.70
|
$
|
2.89
|
2nd
Quarter
|
|
6.85
|
2.85
|
|
3rd
Quarter
|
|
9.23
|
6.01
|
|
4th
Quarter
|
|
10.14
|
6.61
|
|
|
|
|
|
|
2005
|
High
|
Low
|
||
1st
Quarter
|
$
|
3.05
|
$
|
2.20
|
2nd
Quarter
|
|
2.54
|
1.95
|
|
3rd
Quarter
|
|
2.44
|
1.60
|
|
4th
Quarter
|
|
2.99
|
2.05
|
On
March
20, 2007, the closing bid for Bovie’s Common Stock as reported by the American
Stock Exchange was $8.40 per share. As of March 20, 2007, the total number
of
shareholders of the Bovie’s Common Stock was approximately 3,500, of which
approximately 2,800 are estimated to be shareholders whose shares are held
in
the name of their broker, stock depository or the escrow agent holding
shares
for the benefit of Bovie Medical Corporation shareholders and the balance
are
shareholders who keep their shares registered in their own name.
Dividend
Policy
We
have
never declared or paid any cash dividends on our common stock and we do
not
intend to pay cash dividends in the foreseeable future. We currently expect
to
retain any future earnings to fund the operation and expansion of our
business.
The
following selected consolidated financial data (presented in thousands,
except
per share amounts and employee data) are derived from our consolidated
financial
statements. This data should be read in conjunction with the consolidated
financial statements and notes thereto, and with Item 7, Management’s Discussion
and Analysis of Financial Condition and Results of Operations
10
2006
|
2005
|
2004
|
2003
|
2002
|
||||||
Sales,
net
|
$
26,676
|
$
20,211
|
$
20,495
|
$
16,551
|
$
12,447
|
|||||
Cost
of sales
|
16,075
|
12,649
|
12,638
|
9,435
|
7,191
|
|||||
|
||||||||||
Gross
Profit
|
10,601
|
7,562
|
7,857
|
7,116
|
5,256
|
|||||
|
||||||||||
Other
costs:
|
||||||||||
Research
and development
|
1,048
|
986
|
907
|
717
|
694
|
|||||
Professional
services
|
520
|
447
|
416
|
393
|
322
|
|||||
Salaries
and related costs
|
2,558
|
2,011
|
1,977
|
2,275
|
2,094
|
|||||
Selling,
general and administration
|
3,712
|
3,553
|
3,249
|
2,937
|
2,497
|
|||||
Development
cost - joint venture
|
139
|
161
|
39
|
82
|
124
|
|||||
|
||||||||||
Total
other costs
|
7,977
|
7,158
|
6,588
|
6,404
|
5,730
|
|||||
|
||||||||||
Income
from operations
|
2,624
|
404
|
1,269
|
712
|
(474)
|
|||||
|
|
|||||||||
Other
income and (expense):
|
||||||||||
Other
Income
|
245
|
2
|
||||||||
Interest
income
|
103
|
47
|
3
|
3
|
5
|
|||||
Interest
expense
|
(16)
|
(23)
|
(
15)
|
(34)
|
(48)
|
|||||
|
87
|
24
|
233
|
(31)
|
(41)
|
|||||
|
||||||||||
Net
income before income tax and minority expense
|
2,711
|
428
|
1,502
|
681
|
(515)
|
|||||
Minority
Interest in expense
|
20
|
10
|
10
|
|||||||
Income
tax expense
|
(942)
|
(164)
|
(541)
|
(246)
|
--
|
|||||
Income
tax benefit
|
894
|
132
|
541
|
246
|
--
|
|||||
|
|
|||||||||
Net
income (Loss)
|
$
2,683
|
$
406
|
$
1,512
|
$
681
|
$
(515)
|
|||||
|
||||||||||
Net
income (Loss) per common share:
|
||||||||||
Basic
|
$
0.19
|
$
0.03
|
$
0.11
|
$
0.05
|
$
(0.04)
|
|||||
Diluted
|
$
0.16
|
$
0.03
|
$
0.09
|
$
0.05
|
$
(0.04)
|
|||||
Financial
position:
|
||||||||||
Cash,
cash equivalents
|
$
2,953
|
$
1,295
|
$
2,294
|
$
306
|
$
379
|
|||||
Working
capital
|
8,081
|
5,501
|
5,551
|
3,837
|
3,085
|
|||||
Total
assets
|
16,686
|
11,771
|
11,169
|
9,234
|
8,501
|
|||||
Long-term
debt
|
418
|
0
|
348
|
380
|
412
|
|||||
Stockholders’
equity
|
$
14,060
|
$
9,802
|
$
9,257
|
$
7,450
|
$
6,491
|
Year
Ended December 31,
(in
thousands, except per share amounts)
The
following discussion should be read in conjunction with the Selected Financial
Data and the Consolidated Financial Statements and Notes.
11
Executive
Level Overview
We
are a
medical device company engaged in the manufacturing and marketing of
electrosurgical devices. Our medical products include a wide range of devices
including electrosurgical generators and accessories, cauteries, medical
lighting, nerve locators and other products.
We
divide
our operations into three reportable business segments.
Electrosurgical products, battery operated cauteries and other products.
The electrosurgical segment sells electrosurgical products which include
dessicators, generators, electrodes, electrosurgical pencils and various
ancillary disposable products. These products are used in surgery for the
cutting and coagulation of tissue. Battery operated cauteries are used
for
precise hemostasis (to stop bleeding) in ophthalmology and in other fields.
Our
other revenues are derived from nerve locators, disposable and reusable
penlights, medical lighting, license fees, development fees and other
miscellaneous income.
Domestic
sales accounted for 88% of total revenues in 2006 as compared to 83% in
2005 and
85% in 2004. Most of the Company’s products are marketed through medical
distributors, which distribute to more than 6,000 hospitals and to doctors
and
other health-care facilities. During fiscal 2006, 2005 and 2004, revenues
from
Arthrex, Inc., represented 22%, 15% and 29% of our revenues, respectively.
For
fiscal 2006 Medtronic, Inc. revenues represented 11% of our total revenues.
No
other single end customer accounted for more than 10% of our revenues for
the
fiscal 2006, 2005, or 2004.
As
a
result of strong domestic sales International sales represented 12% of
total
revenues in 2006 as compared to 17% in 2005 and 15% in 2004. The Company’s
products are sold in more than 150 countries through local dealers. Local
dealer
support is coordinated by sales and marketing personnel at the St. Petersburg,
Florida facility. We have no manufacturing facilities branch offices other
than
the Florida facility. We sell our products to distributors that distribute
them
in the following countries: Argentina, Australia, Austria, Belgium, Brazil,
Canada, Chile, Denmark, Finland, France, Germany, Greece, India, Italy,
Japan,
Korea, Mexico, The Netherlands, New Zealand, Norway, Poland, Portugal,
Singapore, South Africa, Spain, Sweden, Switzerland, Taiwan, the United
Kingdom,
China, the CIS (former Soviet Union), Cyprus, Indonesia, Ireland, Korea,
Latin
America, Malaysia, the Philippines, Thailand, Turkey, and Vietnam. Our
business
is generally not seasonal in nature.
Outlook
for 2007
Our
acquisition of intellectual properties and certain assets of Lican Development,
Ltd. during the fourth quarter of fiscal 2006 is a clear signal that a
shift
away from being highly reliant on OEM business and targeting substantially
larger markets in electrosurgery is underway. This direction is expected
to
generate greater sales and higher operating margins, which long term should
result in improved earnings.
Planning
ahead, Bovie Canada represents our enthusiasm in the future. Moving forward,
management estimates that the MEG and Polaris™ hand held product lines will
significantly increase future revenues. Additional new products in
electrosurgery will continue to be featured during 2007 and 2008 as we
move into
new niche markets. For example, our ICON GI, together with accessory products,
will mark our entry into the gastroenterology market while other new
electrosurgery products are slated for other large niche markets.
As
a
result of costs relating to our Canada facility, over the short term, we
may
experience an impact to our bottom line; however, we are confident that
the
acquisition will be beneficial to future revenues and our products are
expected
to achieve greater recognition in the growing and dynamic medical equipment
industry. In addition, as these products enter various markets they can
create
opportunities for possible collaborative agreements with larger
companies.
Forecasting
is admittedly a difficult task and it has always been our policy to adopt
a
conservative approach. Although our goals are ambitious, we believe they
will be
achieved. Our commitment is not just to sustain our level of growth but
also to
accelerate it in future years.
12
The
outlook is based on a number of assumptions, which are subject to change;
some
of which are outside our control. A variation in our assumptions may result
in a
change in this outlook.
Results
of Operations (to
be
read in conjunction with the profit and loss statement)
The
table
below outlines the components of the consolidated statements of earnings
as a
percentage of net sales for the periods indicated:
Year
Ended
|
|||
December
31,
|
December
31,
|
December
31,
|
|
2006
|
2005
|
2004
|
|
Sales
|
100.0%
|
100.0%
|
100.0%
|
Cost
of sales
|
60.3
|
62.6
|
61.1
|
Gross
profit
|
39.7
|
37.4
|
38.9
|
Other
costs:
|
|||
R
& D
|
3.9
|
4.9
|
4.4
|
Professional
fees
|
2.0
|
2.6
|
2.0
|
Labor
|
9.6
|
9.6
|
9.6
|
SGA
|
13.9
|
17.6
|
16.4
|
Development
cost - joint venture
|
0.5
|
0.8
|
0.2
|
Total
other costs
|
29.9
|
35.4
|
32.6
|
|
|||
Income
from operations
|
9.8
|
2.0
|
6.2
|
|
|||
Other
income/expense
|
0.3
|
.1
|
1.2
|
|
|||
Net
income before taxes and minority expense
|
10.1
|
2.1
|
7.4
|
Minority
Interest
|
0.1
|
||
Income
tax expense
|
(3.5)
|
(.8)
|
(2.2)
|
Income
tax benefit
|
3.4
|
.7
|
2.2
|
|
|||
Net
income after taxes
|
10.1
|
2
|
7.4
|
13
Comparison
of Fiscal 2006 to Fiscal 2005
The
table
below sets forth domestic/international and product line sales
Information:
Net
Sales (in thousands)
|
Percentage
|
||||||||||
Increase
|
Change
|
||||||||||
2006
|
2005
|
(Decrease)
|
2006/2005
|
||||||||
Domestic/international
sales (in
thousands)
|
|||||||||||
Domestic
|
|
$
23,431
|
$
16,830
|
|
$
6,601
|
|
|
39%
|
|||
International
|
|
|
3,245
|
3,381
|
|
(136)
|
|
|
(4%)
|
|
|
|
|
|
|
|
|
|
|||||
Total
net sales
|
|
$
26,676
|
$
20,211
|
|
6,465
|
|
32%
|
|
|||
Product
line sales:
|
|||||||||||
Electrosurgical
|
|
15,531
|
12,191
|
|
3,340
|
|
|
27%
|
|
||
Cauteries
|
|
|
5,846
|
5,462
|
|
384
|
|
|
7%
|
|
|
Other
|
|
|
5,299
|
2,558
|
|
2,741
|
|
|
107%
|
||
Total
net sales
|
|
$
26,676
|
$
20,211
|
|
$
6,465
|
|
|
32%
|
|
||
The
results of operations for the twelve months ended December 31, 2006 show
increased sales and increased profitability, as compared to the twelve
months of
2005. Our net sales increased 32% in 2006 to $26.7 million from $20.2 million
in
2005 ($6.5 million increase). An increase of 27% was seen in our electrosurgical
product line along with increased sales of generators and accessories to
Arthrex. Arthrex net sales amounted to $6.1 million for 2006, an increase
of
$3.1 million or 103% from $3.0 million in 2005. Approximately 6000 generator
units were shipped in 2006 as compared to 4,600 for 2005. No sales of one
particular electrosurgical product dominates the number of units sold.
We
instituted price increases of 3% on cauteries and other products in
2006.
Domestic
sales were $23.4 million for 2006 an increase of 39% from $16.8 million
for
2005. International sales were $3.3 million for 2006 a slight decrease
of $0.1
million from $3.4 million for 2005.
Cost
of
sales represented 60% of sales in 2006 compared to 63% of sales in 2005
. The 3%
lower cost of sales in 2006 was mainly attributable to a decrease of 5.9%
in
indirect costs as a percentage of sales and a decrease in labor cost as
a
percentage of sales of 2.44%. As our sales have increased, our indirect
costs
and labor costs as a dollar amount have not increased in the same manner
and
have remained relatively constant. Material cost as a percentage of sales
increased slightly from 32% for fiscal 2005 to 33% for fiscal 2006.
Research,
development and engineering expenses represented 3.9% and 4.9% of sales
for 2006
and 2005, respectively. These expenses decreased by 1.0% as a percentage
of
sales in 2006 but increased to $1,048,174, an increase over 2005 spending
of
$62,260. The higher spending level is the result of development costs in
advance
of our proposed product launches in 2007. New products under development
are the
modular forceps instruments, suture removal device, ICON GI Device, plasma
technology and various improvements to our line of electrosurgical
generators.
Research
and development for the J. Plasma device decreased from $161,191 in 2005
to
$138,913 in 2006, a decreased of 13.8% or $22,278.
14
Professional
fees decreased slightly from $527,346 in 2005 to $519,861 in 2006, a decrease
of
$7,485 or 1.4%.
Salaries
and related costs increased by 32.4% from $1.93 million to $2.56 million.
The
increase was mainly attributable to additional employees and annual salary
increases needed to foster the growth of the company in various
areas.
Selling,
general and administrative expenses increased by .2 million or 3.7% to
$3.7
million in 2006 as compared to $3.5 million for 2005.
Net
interest earned increased by $62,675 during fiscal 2006 when compared to
fiscal
2005 as a result of our higher cash balances being invested and yielding
higher
interest returns.
The
effective income tax rate was 36% for 2006 and 2005. There was also a tax
loss
carryover benefit of 35.6 % for 2006 and 36% for 2005. The difference between
the income tax and the tax loss carryover benefit for 2006 is $47,567,
an
estimated amount for the AMT (alternative minimum tax).
In
October of 2006, we acquired assets of Lican Development LTD (see Note
10 of
Notes to Consolidated Financial Statements) and formed a wholly owned
subsidiary, Bovie Canada ULC. Fourth quarter 2006 net income excluding
Bovie
Canada was $481,528. Fourth quarter 2006 consolidated net income was $423,307
or
a decrease of 13.8%. We anticipate this investment to be accretive in
2007.
Net
earnings for fiscal 2006 increased 561% to $2.7 million from $0.4 million
in
2005. Basic net earnings per share increased by 533% to $0.19 in 2006 from
$0.03
in 2005. Diluted earning per share in 2006 was $0.16 as compared to $.03
for
diluted earnings per share for 2005.
We
sell
our products through distributors both overseas and in US markets. New
distributors are contacted through responses to our advertising in international
and domestic medical journals and domestic or international trade shows.
We
have
arrangements with various sales representatives to develop markets for
our new
products and to maintain customer relations. Our current representatives
receive
an average commission of approximately 4% of sales in their market areas.
In
2006 and 2005, commissions paid were $592,159 and $442,373 respectively,
an
increase of 33.8%. The increase was due to increased sales upon which we
pay
commissions.
An
adequate supply of raw materials is available from both domestic and
international suppliers. The relationship between our suppliers and us
is
generally limited to individual purchase order agreements, supplemented
by
contractual arrangements with key vendors to ensure availability of certain
products. We have developed multiple sources of supply where possible.
In
order
to provide additional working capital, we have secured a $1.5 millions
credit
facility with a local commercial bank. This facility is payable on demand.
For
the year ended December 31, 2006, we had zero funds drawn down on this
credit
facility.
Our
ten
largest customers accounted for approximately 73% of net revenues for 2006
as
compared to 65% in 2005. For fiscal year December 31, 2006, our ten largest
trade receivables accounted for approximately 79% of receivables as compared
to
66% for fiscal 2005. In 2006, two customers accounted for greater than
10% of
our sales, Arthrex for 22% and Medtronic for 10.5%. In 2005, Arthrex was
our
only customer that accounted for over 10% of total revenues.
15
2005
Compared with 2004
The
table
below sets forth domestic/international and product line sales
Information:
Net
Sales (in thousands)
|
Percentage
|
|||||||||||
Increase
|
Change
|
|||||||||||
2005
|
2004
|
(Decrease)
|
2005/2004
|
|||||||||
Domestic
|
|
$
|
16,830
|
17,506
|
|
(676
)
|
|
|
(4)
|
%
|
||
International
|
|
|
3,381
|
2,989
|
|
392
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
net sales
|
|
$
|
20,211
|
20,495
|
|
(284)
|
|
(1)
|
|
|
||
Product
line sales:
|
||||||||||||
Electrosurgical
|
$
|
12,191
|
12,684
|
|
(493)
|
|
|
(4)
|
||||
Cauteries
|
5,462
|
5,460
|
|
2
|
|
|
--
|
|||||
Other
|
2,558
|
2,351
|
|
207
|
|
|
9
|
|||||
Total
net sales
|
$
|
20,211
|
20,495
|
|
(284)
|
|
|
(1)
|
||||
Our
net
sales decreased 1% in 2005 to $20.2 million from $20.5 million in 2004
($.3
million decrease). Net sales remained relatively constant across our product
lines. Approximately 4,500 generator units were shipped in 2004 as compared
to
4,600 for 2005. No sales of one particular electrosurgical product dominates
the
number of units sold. We increased prices for our products in 2005 by an
average
of 3.5%
Arthrex
sales of generators and accessories decreased 2.9 million or 50% from 5.9
million in 2004 to 3.0 million in 2005. The decrease was offset by increase
of
generators sold through distributors.
Domestic
sales were $16.7 million for 2005, representing a decrease of 4% as a result
of
decreased shipments of generators and accessories to Arthrex. International
sales were $3.5 million for 2005, representing an increase of 15% as a
result of
higher shipments of generators. Excluding the impact of foreign currency,
international sales increased $.45 million in 2005.
Cost
of
sales represented 63% of sales in 2005 compared to 61% in 2004. The 2%
higher
cost of sales in 2005 was mainly attributable to the increased payroll
and
overhead.
Research,
development and engineering expenses represented 4.9% and 4.4% of sales
for 2005
and 2004, respectively. These expenses increased 1% in 2005 to $985,807,
an
increase over 2004 spending of $78,418. The higher spending level is the
result
of development spending in advance of our proposed product launches in
2006. New
products under development by us are the suture removal device, GI Icon
gastrointestinal device and various improvements to our line of electrosurgical
generators.
Research
and development for the J. Plasma device increased from $39,286 in 2004
to
$161,190 in 2005, an increase of 310% or $121,904.
Professional
fees increased from $415,606 in 2004 to $447,346 in 2005, an increase of
$31,740
or 8%. Professional fees mostly increased as a result of the costs of filing
and
S-3 registration statement.
16
Salaries
and related costs increased by 1.7% from $1.98 million to $2.01 million.
The
number of sales and administrative employees and benefits remained approximately
the same in 2005 as compared with 2004.
Selling,
general and administrative expenses increased by .3% million or 9.4% in
2004 to
$3.6 million in 2005. The 9.4% increase in selling, general and administrative
expenses is primarily due to an increase in commission expense, increased
general liability insurance, and increased repairs and maintenance.
Net
interest expense increased to $22,703 in 2005 from $15,090 in 2004, primarily
as
a result of a higher interest rate on our outstanding mortgage. An increase
from
4.75% to 7.5% during 2005.
The
effective income tax rate was 36% in 2005 and 2004. There was also a tax
loss
carryover benefit of 36.2% in 2004. An estimate of alternative minimum
tax was
$10,000 in 2005 and AMT paid for 2004 was $22,015. Income from operations
was
$403,968 in 2005 as compared to $1,268,556 in 2004. A decrease of 68% or
$864,588. The main reasons for the decrease in earning was higher research
and
development of $200,322, a decrease in gross profit of $295,008 and an
increase
in SG&A of $303,972.
In
October 2004, a hurricane tore a portion of the roof off the office facility
at
7100 30th
Avenue
North, St. Petersburg, Florida causing extensive water damage to that portion
of
the building. The cost of the building allocated to the loss was $63,749
of
which there was depreciation of $12,278 leaving a net cost of $51,471.
As per
Financial Accounting Standard Board interpretation number 30 we have recognized
a gain of $245,264 from the non-monetary asset being involuntarily converted
to
a monetary asset through the payment by the insurance company of $296,735.
This
is reflected as other income on the consolidated statement of
income.
Net
earnings decreased 73% to $.4 million from $1.5 million in 2004. Basic
net
earnings per share, decreased by 73% to $.03 in 2005 from $.11 in 2005.
Diluted
earnings per share in 2005 was $.03 as compared to $.09 for diluted earnings
per
share for 2004.
We
sell
our products through distributors both overseas and in US markets. New
distributors are contacted through responses to our advertising in international
and domestic medical journals and domestic or international trade shows.
We
have
arrangements with various sales representatives to develop markets for
our new
products and to maintain customer relations. Our current representatives
receive
an average commission of approximately 4% of sales in their market areas.
In
2005 and 2004, commissions paid were $442,373 and $367,299 respectively,
an
increase of 20%. The increase was due to increased sales upon which we
pay
commissions. This increase was offset by the decrease in OEM sales.
Our
ten
largest customers accounted for approximately 65% of net revenues for 2005
as
compared to 70% in 2004. For both years December 31, 2005 and 2004, our
ten
largest trade receivables accounted for approximately 66% of outstanding
receivables in both years. In 2005 and 2004, one customer accounted for
15% and
29% of total sales, respectively.
17
Product
Development
Most
of
the Company’s products and product improvements have been developed internally.
Funds for this development have come from internal cash flow and the issuance
of
common stock upon the exercise of stock options. The Company maintains
close
working relationships with physicians and medical personnel in hospitals
and
universities who assist in product research and development. New and improved
products play a critical role in the Company’s sales growth. The Company
continues to place emphasis on the development of proprietary products
and
product improvements to complement and expand its existing product lines.
The
Company has a centralized research and development focus, with its one
manufacturing location responsible for new product development and product
improvements. Our research, development and engineering units at the
manufacturing location maintain relationships with distribution locations
and
customers in order to provide an understanding of changes in the market
and
product needs. During 2005 and into 2006 we invested in the J Plasma Technology,
the Suture Removal Technology, the Gastrointestinal “GI” device and undertook
development of Cardio and Urological Electrosurgical devices for a contractual
partner. The suture removal device, the GI device, modular laparoscopic
instruments and the Bovie Button are being marketed, although no significant
sales are anticipated until 2007. The ongoing cost for this development
will be
paid from operating cash flows.
In
the
next year we do not contemplate any material purchase or acquisition of
assets
that our ordinary cash flow and or credit line would be unable to
sustain.
We
believe that Bovie has the financial resources needed to meet business
requirements in the foreseeable future, including capital expenditures
needed
for the expansion of our manufacturing site, working capital requirements,
and
product development programs, subject to Bovie maintaining compliance with
our
credit facility.
Non-Medical
Products
We
discontinued our non-medical product line in 2003 by selling our inventory
at
cost, and licensing our customer list and manufacturing technology to our
largest customer in that field for $500,000 payable in equal installments
over 5
years. The transaction is being accounted for as a licensing agreement
over five
years and in 2005 and 2004 we received income of $100,000 and $100,000,
respectively, from the licensing.
Reliance
on Collaborative, Manufacturing and Selling Arrangements
We
are
dependent on certain contractual OEM customers for product development,
wherein
we are to provide the manufacturing of the product developed. However,
the
customer has no legal obligation to purchase the developed products. Should
the
collaborative customer fail to give us purchase orders for the product
after
development, our future business and value of related assets could be negatively
affected. Furthermore, no assurance can be given that a collaborative customer
may give sufficient high priority to our products. In addition, disagreements
or
disputes may arise between Bovie and its contractual customers, which could
adversely affect production of our products. We also have informal collaborative
arrangements with two foreign suppliers where in we request the development
of
certain items and components and we purchase them pursuant to purchase
orders.
Our purchase orders are never more than one year and are supported by orders
from our customers.
In
January 2006 we entered into an agreement to acquire patents and technology
for
endoscopic disposable and reusable modular instruments, requiring us to
purchase
equipment, tools and molds valued at $450,000. As part of the agreement,
we
retained the services of the seller and its principal at rate of $30,000
per
month for one year, which ended on December 31, 2006, to develop commercial
prototypes for marketing. The seller, Steve Livneh, as of October 1, 2006
accepted an employment position with Bovie Medical.
18
Liquidity
and Capital Resources
Our
working capital at December 31, 2006 was $8.1 million compared to $5.5
million
at December 31, 2005. Accounts receivable days sales outstanding were 42
days
and 45 days at December 31, 2006 and 2005 respectively. Days sales in inventory
increased 11 days to 109 days at December 31, 2006 from 98 days at December
31,
2005. The higher days sales in inventory is due to increased inventories
resulting from additional orders to be shipped and products to be manufactured
under OEM contracts.
In
fiscal
2006, net cash provided by operating activities amounted to $3.0 million
compared to a net cash applied of $.2 million to operations in 2005. The
increase in cash from operations in 2006 compared to the prior year is
primarily
due to the increase in sales volume.
Net
cash
used in investing activities was $1.1 million during fiscal 2006 for the
purchase of fixed assets, an increase of $0.2 million compared to cash
used in
fiscal 2005.
Net
cash
provided from financing activities was $1.15 million for fiscal 2006, an
increase of $1.05 million compared to fiscal 2005. Total borrowing declined
by
$186,462 and employees and others exercised options and purchased shares
amounting to $1.3 million.
We
had
$3.0 million in cash and cash equivalents at December 31, 2006. We also
had
outstanding short-term borrowings totaling $161,948 at that date. We believe
our
cash on hand, as well as anticipated cash flows from operations, will be
sufficient to fund future operating capital requirements, future manufacturing
facility construction and other capital expenditures and future acquisitions
to
supplement our current product offerings. Should additional funds be required,
we have $1.5 million of additional borrowing capacity available under our
existing credit facility.
The
Company’s future contractual obligations for agreements with initial terms
greater than one year, including agreements to purchase materials in the
normal
course of business, are summarized as follows (in thousands):
|
|
Payment
Period
|
|
|
2007
|
2008
|
2009
|
2010
|
|
Long-term
debt
|
-0-
|
-0-
|
-0-
|
-0-
|
Operating
leases
|
219
|
223
|
-0-
|
-0-
|
Unconditional
purchase obligations
|
5,033
|
-0-
|
-0-
|
-0-
|
The
Company’s additional borrowing capacity, along with the expected expiration
period of the commitments, is summarized as follows (in millions):
|
|
Amount
of Commitment
|
|
|||||||
|
|
Total
|
Expiration
Per Period
|
|
||||||
|
|
Amount
|
Less
than
|
In
excess of
|
|
|||||
|
|
Committed
|
1
year
|
1
year
|
|
|||||
Secured
revolving credit agreement and other lines of credit
|
|
$
|
1.5
|
|
$
|
1.5
|
|
|
-0-
|
|
As
of
December 2006 the total amount is available.
Our
future results of operations and the other forward-looking statements contained
herein, particularly the statements regarding growth in the medical products
industry, capital spending, research and development, and marketing and
general
and administrative expenses, involve a number of risks and uncertainties.
In
addition to the factors discussed above, there are other factors that could
cause actual results to differ materially, such as business conditions
and the
general economies; competitive factors including rival
19
manufacturers’
availability of components at reasonable prices; risk of nonpayment of
accounts
receivable; risks associated with foreign operations; and litigation involving
intellectual property and consumer issues.
We
believe that we have the product mix, facilities, personnel, competitive
edge,
operating cash flows and financial resources for business success in the
immediate (1 year) future and distant future (after 1 year), but future
revenues, costs, margins, product mix and profits are all subject to the
influence of a number of factors, as discussed above.
Critical
Accounting Estimates
We
have
adopted various accounting policies to prepare the consolidated financial
statements in accordance with accounting principles generally accepted
(GAAP) in
the United States of America (U.S.). Our most significant accounting policies
are disclosed in Note 1 to the consolidated financial statements.
The
preparation of the consolidated financial statements, in conformity with
U.S.
GAAP, requires us to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and accompanying notes.
Our
estimates and assumptions, including those related to bad debts, inventories,
intangible assets, property, plant and equipment, minority investment,
legal
proceedings, research and development, warranty obligations, product liability,
sales returns and discounts, and income taxes are updated as appropriate,
which
in most cases is at least quarterly. We base our estimates on historical
experience, or various assumptions that are believed to be reasonable under
the
circumstances and the results form the basis for making judgments about
the
reported values of assets, liabilities, revenues and expenses. Actual results
may materially differ from these estimates.
Estimates
are considered to be critical if they meet both of the following criteria:
(1)
the estimate requires assumptions about material matters that are uncertain
at
the time the accounting estimates are made, and (2) other materially different
estimates could have been reasonably made or material changes in the estimates
are reasonably likely to occur from period to period. Our critical accounting
estimates include the following:
Allowance
for doubtful accounts
We
maintain an allowance for doubtful accounts for estimated losses in the
collection of accounts receivable. We make estimates regarding the future
ability of our customers to make required payments based on historical
credit
experience and expected future trends. If actual customer financial conditions
are less favorable than projected by management, additional accounts receivable
write-offs may be necessary, which could unfavorably affect future operating
results.
Inventory
Reserves
We
maintain reserves for excess and obsolete inventory resulting from the
potential
inability to sell our products at prices in excess of current carrying
costs.
The markets in which we operate are highly competitive, with new products
and
surgical procedures introduced on an ongoing basis. Such marketplace changes
may
cause our products to become obsolete. We make estimates regarding the
future
recoverability of the costs of these products and record a provision for
excess
and obsolete inventories based on historical experience, and expected future
trends. If actual product life cycles, product demand or acceptance of
new
product introductions are less favorable than projected by management,
additional inventory write-downs may be required, which could unfavorably
affect
future operating results.
20
Impairment
of goodwill and other long-lived assets
We
review
long-lived assets which are held and used, including fixed assets and purchased
intangible assets, for impairment whenever changes in circumstances indicate
that the carrying amount of the assets may not be recoverable. Such evaluations
compare the carrying amount of an asset to future undiscounted net cash
flows
expected to be generated by the asset over its expected useful life and
are
significantly impacted by estimates of future prices and volumes for our
products, capital needs, economic trends and other factors which are inherently
difficult to forecast. If the asset is considered to be impaired, we record
an
impairment charge equal to the amount by which the carrying value of the
asset
exceeds its fair value determined by either a quoted market price, if any,
or a
value determined by utilizing a discounted cash flow technique. Occasionally,
we
may hold certain assets for sale. In those cases, the assets are reclassified
on
our balance sheet from long-term to current, and the carrying value of
such
assets are reviewed and adjusted each period thereafter to the fair value
less
expected cost to sell.
We
test
our goodwill for impairment annually as of the first day of our fourth
fiscal
quarter and in interim periods if certain events occur indicating that
the
carrying value of goodwill may be impaired. The goodwill impairment test
is a
two-step process. The first step of the impairment analysis compares our
fair
value to our net book value. In determining fair value, the accounting
guidance
allows for the use of several valuation methodologies, although it states
quoted
market prices are the best evidence of fair value. If the fair value is
less
than the net book value, the second step of the analysis compares the implied
fair value of our goodwill to its carrying amount. If the carrying amount
of
goodwill exceeds its implied fair value, we recognize an impairment loss
equal
to that excess amount.
Share-based
Compensation
Under
the Company’s stock option plan, options to purchase Common Shares of the
Company may be granted to key employees, officers and directors of the
Company
and its affiliates by the Board of Directors. The Company accounts for
stock
options in accordance with SFAS Statement 123 (R) with option expense
amortized over the vesting period based on the binomial lattice option-pricing
model fair value on the grant date. The Company adopted SFAS 123(R) on
January 1, 2006.
(See
Note
2. Significant Accounting Policies)
Income
Taxes
We
operate in multiple tax jurisdictions both inside and outside the United
States.
Accordingly, management must determine the appropriate allocation of income
to
each of these jurisdictions. Tax audits associated with the allocation
of this
income and other complex issues may require an extended period of time
to
resolve and may result in income tax adjustments if changes to the income
allocation are required between jurisdictions with different tax rates.
Because
tax adjustments in certain jurisdictions can be significant, we record
accruals
representing our best estimate of the probable resolution of these matters.
To
the extent additional information becomes available, such accruals are
adjusted
to reflect the revised estimated probable outcome.
Other
Matters
We
distribute our products throughout the world. As a result, our financial
results
could be significantly affected by factors such as changes in foreign currency
exchange rates or weak economic conditions in foreign markets. Our operating
results are primarily exposed to changes in exchange rates among the United
States dollar and European currencies, in particular the euro and the British
pound. When the United States dollar weakens against foreign currencies,
the
dollar value of sales denominated in foreign currencies increases. When
the
United States dollar strengthens, the opposite situation occurs. We manufacture
our products in the United States, China, Canada and Bulgaria and incur
the
costs to manufacture in US dollars. This worldwide deployment of factories
serves to partially mitigate the impact of the high costs of manufacturing
in
the US.
21
Recent
Accounting Pronouncements
New
Accounting Pronouncements: In May 2005, the FASB issued SFAS No. 154,
"Accounting Changes and Error Corrections, - a replacement of APB Opinion
No. 20
and FASB Statement No.3". The Statement establishes, unless impracticable,
retrospective application as the required method for reporting a change
in
accounting principle in the absence of explicit transition requirements
specific
to the newly adopted accounting principle. The provisions of this Statement
are
effective for accounting changes and corrections of errors made in fiscal
years
beginning after December 15, 2005. Early adoption is permitted for accounting
changes and corrections of errors made in fiscal years beginning after
the date
this Statement was issued. The Company does not believe that the adoption
of
this Statement in fiscal 2007 will have a material impact on the Company's
financial position or result of operations.
In
February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments - and amendment of FASB Statements No. 133 and 140".
This
Statement, among other things, allows a preparer to elect fair value measurement
of instruments in cases in which a derivative would otherwise have to be
bifurcated. The provisions of this Statement are effective for all financial
instruments acquired or issued in fiscal years beginning after September
15,
2006. Early adoption is permitted for instruments that an entity holds
at the
date of adoption on an instrument-by-instrument basis. The Company does
not
believe that the adoption of this Statement in fiscal 2007 will have a
material
impact on the Company's consolidated financial position or results of
operations.
In
March
2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial
Assets-an amendment of FASB Statement No. 140" This Statement amends SFAS
No.
140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", with respect to the accounting for separately
recognized servicing assets and servicing liabilities. The provisions of
this
Statement are effective for all financial instruments acquired or issued
in
fiscal years beginning after September 15, 2006. Early adoption is permitted
for
instruments that an entity holds at the date of adoption on an
instrument-by-instrument basis. The Company does not believe that the adoption
of this Statement is fiscal 2007 will have material impact on the Company's
consolidated financial position or results of operations.
In
July
2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in
Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48")
which
prescribes a recognition threshold and measurement attribute, as well as
criteria for subsequently recognizing, derecognizing and measuring uncertain
tax
positions for financial statement purposes. FIN 48 also requires expanded
disclosure with respect to the uncertainty in income taxes assets and
liabilities. FIN 48 is effective for fiscal years beginning after December
15,
2006 and is required to be recognized as a change in accounting principle
through a cumulative-effect adjustment to retained earnings as of the beginning
of the year of adoption. The Company is currently evaluating the impact
of
adopting the provisions of FIN 48 in fiscal 2007.
ITEM
7A. Quantitative
and Qualitative Disclosures about Market Risk
Our
financial instruments include cash, cash equivalents and short-term investments.
We are exposed to interest rate risk on our short-term investments. The
primary
objective of our investment activities is to preserve principal while at
the
same time maximizing yields without significantly increasing risk. To achieve
this objective, we invest in highly liquid overnight money market investments.
To minimize our exposure due to adverse shifts in interest rates, we invest
in
short-term overnight securities. If a 10% change in interest rates were
to have
occurred on December 31, 2006, this change would not have had a material
effect on the fair value of our investment portfolio as of that date. Due
to the
short holding period of our investments, we have concluded that we do not
have a
material financial market risk exposure.
22
The
information required by this item may be found on pages F-1
through F-9
of this
Annual Report on Form 10-K.
(See
Attached)
There
are
no disagreements with, or changes in, accountants.
(a)
Evaluation of disclosure controls and procedures
An
evaluation of the effectiveness of the design and operation of Bovie’s
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e) as of December 31, 2006 was carried out under the supervision
and
with the participation of Bovie’s management, including the President and Chief
Executive Officer and the Chief Financial Officer (“the Certifying Officers”).
Based on that evaluation, the Certifying Officers concluded that Bovie’s
disclosure controls and procedures are effective.
Disclosure
controls and procedures are designed to ensure that information required
to be
disclosed in our reports filed or submitted under the Securities Exchange
Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under the Securities
Exchange Act is accumulated and communicated to management, including our
President and Chief Financial Officer, as appropriate, to allow timely
decisions
and timely reporting regarding required disclosure.
(b)
Changes in internal controls
There
was
no change to Bovie’s internal control over financial reporting during the fiscal
year ended December 31, 2006 that materially affected, or is reasonably
likely
to materially affect, Bovie’s internal control over financial
reporting.
23
Set
forth
below is information regarding the executive officers and directors of
Bovie
Medical as of January 31, 2007:
Name
|
Position
|
Director
Since
|
Andrew
Makrides
|
Chairman
of the Board, President, and CEO
|
December
1982
|
J.
Robert Saron
|
President
of Aaron Medical Industries, Inc. and Director
|
August
1994
|
George
Kromer
|
Internal
Auditor and Director
|
October
1995
|
Brian
Madden
|
Director
|
September
2003
|
Randy
Rossi
|
Director
|
September
2004
|
Michael
Norman
|
Director
|
September
2004
|
Moshe
Citronowicz
|
Executive
Vice President and Chief Operating Officer
|
September
2004
|
Gary
D. Pickett
|
Chief
Financial Officer
|
--
|
Vera
MacElroy
|
Secretary/Director
of Human Resources
|
--
|
Directors
serve for one-year terms and are elected at the annual shareholders
meeting.
Andrew
Makrides, Esq. Age 65, Chairman of the Board and President, member of the
Board
of Directors, received a Bachelor of Arts degree in Psychology from Hofstra
University and a Juris Doctor Degree from Brooklyn Law School. He is a
member of
the Bar of the State of New York and practiced law from 1968 until joining
Bovie
Medical Corporation as a co-founder and Executive Vice President and director,
in 1982. Mr. Makrides became President of the Company in 1985 and the CEO
in
December 1998 and has served as such to date. Mr. Makrides employment contract
extends to December 31, 2011.
J.
Robert
Saron, age 54, Director, holds a Bachelor degree in Social and Behavioral
Science from the University of South Florida. From 1988 to present Mr.
Saron has
served as a director of Aaron Medical Industries, Inc. (formerly Suncoast
Medical Manufacturing, Inc.). Mr. Saron served as CEO and chairman of the
Board
of the Company from 1994 to December 1998. Mr. Saron is currently the President
of Aaron Medical Industries, Inc., which serves as the Company’s marketing
subsidiary, and he is also a member of the Board of Directors of the Company.
Mr. Saron serves on two industry boards, the Health Industry Distributors
Association Education Foundation and the Health Care Manufacturing Marketing
Council. Mr. Sarons employment contract extends to December 31,
2011.
George
Kromer, Jr., age 66, became a director on October 1, 1995. On January 1,
2006
Mr. Kromer accepted an employment position with Bovie Medical Corporation
as an
internal auditor for the company in which he still maintains his capacity
as a
director. Mr. Kromer has been writing for business publications since 1980.
In
1976, he received a Master’s Degree in health administration from Long Island
University. He was engaged as a Senior Hospital Care Investigator for the
City
of New York Health & Hospital Corporation from 1966 to 1986. He also holds a
Bachelor of Science Degree from Long Island University’s Brooklyn Campus and an
Associate in Applied Science Degree from New York City Community College,
Brooklyn, New York.
24
Moshe
Citronowicz, age 54, is a graduate of the University of Be’er Sheva, Be’er
Sheva, Israel, with a Bachelor of Science Degree in electrical engineering.
Since coming to the United States in 1978, Mr. Citronowicz has worked in
a
variety of manufacturing and high tech industries. In October 1993, Mr.
Citronowicz joined the Company as Vice President of Operations. He is
responsible for all areas of manufacturing, purchasing, product redesign,
as
well as new product design. In September 1997, Mr. Citronowicz was appointed
by
the Board of Directors to the position Executive Vice President and Chief
Operating Officer. Mr. Citronowicz’s employment contract extends to December 31,
2011.
Gary
D.
Pickett, CPA, age 55, holds an MBA from the University of Tampa, a BS degree
in
Accounting from Florida State University, and served five years as a field
artillery officer in the United States Army. Gary joined as controller
of Bovie
in March 2006 and became Chief Financial Officer in October 2006. During
the
past five years, Mr. Pickett held positions of Director of Financial Systems
with Progress Energy Services of Raleigh, NC, Vice President and Controller
of
Progress Rail Services, a subsidiary of Progress Energy Services in Albertville,
AL, each of which were non-affiliated with Bovie. He has had extensive
experience in Sarbanes-Oxley implementation as well as GAAP accounting
and SEC
Reporting.
Brian
Madden, age 52, joined Bovie as a director in August 2003. He graduated
from
Iona College in 1976 with a Bachelor of Business Administration degree.
He is
currently the president of Liberty Title Agency, which he founded in 2001
and is
currently the president. He has been a member of the boards of various
professional and civic organizations such as: Long Island Housing Partnership,
chairman of NYS Land Title Assoc-Agents Committee, Elwood School Board,
Good
Samaritan Hospital Board of Governors, Long Island Children’s Museum and various
others. Mr. Madden presently sits on our audit committee.
Randy
Rossi, age 47, joined Bovie as director in 2004. He graduated from the
University of Southwestern LA, with a BSBA degree in management. Mr. Rossi
currently serves as Executive VP at Brewer Corp. Prior to that he was president
at Kendall Patient Care Division of TYCO Healthcare from 2000-2004.
Michael
Norman, CPA age 49, joined Bovie in 2004. He manages the CPA firm, Michael
Norman, CPA, PC since 1994 specializing in business financial planning
as well
as governmental and financial auditing. Mr. Norman is a member of the Nassau
County Board of Assessors, Treasurer of the Don Monti Memorial Research
Foundation and a Glen Cove City Councilman, all located on Long Island,
New
York. He also serves as the expert member of Bovie’s audit
committee.
Vera
MacElroy, age 57, joined Bovie in 2000. For the past seven years has held
the
position of Director of Human Resources. Prior to relocating to Florida,
she was
employed by Barron’s Educational Series in Hauppauge, New York where she held
the position of Human Resources Manager for five years.
We
have a
3-member audit committee consisting of two independent members of the Board
of
Directors, Brian Madden and Michael Norman CPA, along with George Kromer,
Chairman. One of the independent members, Michael Norman serves as a financial
expert for the Committee.
On
March
30, 2004 Bovie adopted an executive employee ethics code.
A
copy of
the code of ethics which expressly relates to the CEO and CFO will be provided
without charge to any person upon request to Bovie Medical Corporation,
734 Walt
Whitman Road, Melville, NY 11747, Attn: Andrew Makrides.
25
ITEM
11. Executive Compensation
The
following table sets forth the compensation paid to the executive officers
of
the registrant for the three years ended December 31, 2006:
Summary
Compensation Table
Name
And
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compensa-
Tion
Earnings
($)
|
Change
in
Pension
Value
and
Nonquali-
Fied
Deferred
Compensa-
Tion
Earnings
($)
|
All
Other
Compen-
Sation
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Andrew
Makrides
President,
CEO, Chairman of the Board
|
2006
2005
2004
|
$223,668* (1)
$186,418
$167,326
|
3,685
3,428
3,189
|
0
0
0
|
0
56,250
53,250
|
0
0
0
|
0
0
0
|
0
0
0
|
$227,373
$246,096
$223,759
|
Gary
D.
Pickett
Chief
Financial
Officer
|
2006
2005
2004
|
$66,442* (4)
0
0
|
1,731
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
$68,173
0
0
|
J.
Robert Saron
President
Aaron
Medical
and
Director
|
2006
2005
2004
|
$287,419* (2)
$256,173
$233,036
|
5,218
4,854
4,515
|
0
0
0
|
0
56,250
53,250
|
0
0
0
|
0
0
0
|
0
0
0
|
$292,637
$317,277
$290,801
|
Moshe
Citronowicz
Vice
President
Chief
Operating
Officer
|
2006
2005
2004
|
$249,257* (3)
$193,451
$170,766
|
3,834
3,567
3,318
|
0
0
0
|
0
56,250
53,250
|
0
0
0
|
0
0
0
|
0
0
0
|
$253,091
$253,268
$227,334
|
Vera
MacElroy
Secretary
Director
of
Human
Resources
|
2006
2005
2004
|
$68,394* (5)
$62,612
$59,817
|
1,350
1,250
1,133
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
0
0
0
|
$69,744
$63,862
$60,950
|
__________________________________________
26
In
2004
and 2005 a total of 225,000 options were granted to executive officers
and
directors for each of these fiscal years, of which the 225,000 options
granted
in 2005 were not pursuant to a qualified shareholder approved plan and
are
restricted. No options were granted to executive officers and directors
for
2006.
(A)
Started with Bovie on March 27, 2006.
*(1)
Includes $27,825 for unused vacation pay, which had been reserved for in
prior
years. This had no effect on the 2006 earnings.
*(2)
Includes $13,045 for unused vacation pay, which had been reserved for in
prior
years. This had no effect on the 2006 earnings.
*(3)
Includes $49,561 for unused vacation pay, which had been reserved for in
prior
years. This had no effect on the 2006 earnings.
*(4)
Includes $865 for unused vacation pay, which had been reserved for in 2006.
*(5)
Includes $2,194 for unused vacation pay, which had been reserved for in
prior
years. This had no effect on the 2006 earnings.
Equity
Compensation Plan Information:
Plan
category
|
Number
of Securities
to
be issued upon
exercise
of
outstanding
options,
|
Weighted-average
exercise
price of
outstanding
options,
warrants
and rights
|
Number
of securities
remaining
available
for
future issuance
under
equity
compensation
plans
|
Equity compensation Plans approved by Security holders |
3,203,700
|
$1.49
|
66,000
|
Total |
3,203,700
|
$1.49
|
66,000
|
The
following table summarizes: 1. The options granted in the last fiscal year
2006
and 2. The aggregated option exercises in the last fiscal year and the
fiscal
year-end option values.
27
Aggregate
Option/SAR Exercises in the Fiscal Year Ended December 31, 2006 Option/SAR
Values
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
||
Name
|
Shares
Acquired on Exercise (#)
|
Value
Realized ($)
|
Number
of Securities Underlying Unexercised Options/SARs at December
31, 2006
(#)
|
Value
of Unexercised In-the Money Options/SARs at December 31,
2006($)
|
||
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||
Andrew
Makrides
|
70,000
|
$453,300
|
465,000
|
-
|
$
4,217,550
|
-
|
George
Kromer
|
70,000
|
372,400
|
370,000
|
-
|
3,355,900
|
-
|
Moshe
Citronowicz
|
-0-
|
-
|
465,000
|
-
|
4,217,550
|
-
|
Rob
Saron
|
34,340
|
254,603
|
232,500
|
-
|
2,108,775
|
-
|
Brian
Madden
|
-
|
-
|
85,000
|
-
|
770,950
|
-
|
Michael
Norman
|
-
|
-
|
60,000
|
-
|
544,200
|
-
|
Gary
D. Pickett
|
-
|
-
|
-
|
-
|
||
Randy
Rossi
Vera
MacElroy
|
-
-
|
-
-
|
50,000
5,000
|
-
|
453,500
45,350
|
-
|
|
|
|
|
|||
Total
|
174,340
|
$1,080,303
|
1,727,500
|
-
|
$
15,713,775
|
-
|
__________________________________________
(1)
Assumes $9.07 per share fair market value on December 31, 2006 which was
the
closing price on December 29, 2006, the last day of trading in 2006.
28
The
following is a table showing the director compensation for the year ending
December 31, 2006:
Director
Compensation
Name
|
Fees
Earned
Or
Paid
In
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensa-
tion
($)
|
Change
in Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensa-
tion
($)
|
Total
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Brian
Madden
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Michael
Norman
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Randy
Rossi
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
In
2003,
the Board of Directors adopted and shareholders approved Bovie’s 2003 Executive
and Employee Stock Option Plan covering a total of one million two hundred
thousand (1,200,000) shares of common stock issuable upon exercise of options
to
be granted under the Plan. In 2005, the Board of Directors granted 25,000
restricted, nonqualified options to each Executive Officer and Director
totaling
225,000 shares.
Outside
Directors are compensated in their capacities as Board members through
option
grants. Our Board of Directors presently consists of J. Robert Saron, Andrew
Makrides, Chairman, CEO, and President, George Kromer, Jr., Randy Rossi,
Michael
Norman and Brian Madden. Previously for the past years prior to January
1, 2006,
pursuant to a written agreement, Mr. Kromer has been retained by Bovie
Medical
Corporation as a business and public relations consultant on a month-to-month
basis at the average monthly fee of $2,000. As of January 1, 2006 Mr. Kromer
accepted an employment position of internal auditor with the
company.
There
have been no changes in the pricing of any options previously or currently
awarded.
In
January 2004, we extended employment contracts with certain of our officers
for
six years. The employment agreements provide, among other things, that
the
Executive may be terminated as follows:
(a) |
Upon
the death of the Executive and the Executive’s estate shall be paid the
basic annual compensation due the Employee pro-rated through the
date of
termination.
|
(b) |
By
the Resignation of the Executive at any time upon at least thirty
(30)
days prior written notice to Bovie; and Bovie shall be obligated
to pay
the Employee the basic annual compensation due him pro-rated to
the
effective date of termination,
|
(c) |
By
Bovie, for cause if during the term of the Employment Agreement
the
Employee violates the provisions of Paragraph 12 hereof, or is
found
guilty in a court of law of any crime of moral
turpitude.
|
(d) |
By
Bovie, without cause, with the majority approval of the Board of
Directors, at any time upon at least thirty (30) days prior written
notice
to the Executive: and Bovie shall be obligated to pay the Executive
compensation currently in effect including all bonuses, accrued
or
prorate, and expenses up to the date of termination. Thereafter,
for the
period remaining under the contract, Bovie shall pay the Executive
the
salary then in effect at the
|
29
time
of
termination payable weekly. Employee shall not have to account for other
compensation other sources or otherwise mitigate his damages due to such
termination.
(e) |
If
Bovie terminates the agreement, without cause, or fails to meet
its
obligations to the Executive on a timely basis, or if there is
a change in
the control of Bovie, the Executive may elect to terminate his
employment
agreement. Upon any such termination or breach of any of its obligations
under the Employment Agreement, Bovie shall pay the Executive a
lump sum
severance equal to three times the annual salary and bonus in effect
the
month preceding such termination or breach as well as any other
sums which
may be due under the terms of the Employment Agreement up to the
date of
termination.
|
The
following schedule shows all contracts and terms with officers of Bovie.
Bovie
Medical Corporation
|
||||
December
31, 2006
|
||||
|
|
|
|
|
|
Contract
|
Expiration
|
Current
|
Auto
|
|
Date
|
Date(1)
|
Base
Pay
|
Allowance
|
|
|
|
|
|
Andrew
Makrides
|
01/01/98
|
1/31/2011(1)
|
$186,091
|
$
6,310
|
J.
Robert Saron
|
01/01/98
|
1/31/2011(1)
|
263,406
|
6,310
|
Moshe
Citronowicz
|
01/01/98
|
1/31/2011(1)
|
193,507
|
6,310
|
Steve
Livneh
|
10/02/06
|
11/01/2009(2)
|
150,000
|
6,310
|
__________________________________________
(1) |
Includes
total extensions for eight years- Salaries increase annually pursuant
to a
contract formula. In the event of a change in control, each officers’
contract contains an option for each respective officer to resign
and
receive 3 years salary.
|
(2) Joined
Bovie on 11/2/06 as President of Bovie Canada, ULC.
The
following table sets forth certain information as of December 31, 2006,
with
respect to the beneficial ownership of the Company’s common stock by all persons
known by the Company to be the beneficial owners of more than 5% of its
outstanding shares, by directors who own common stock and/or options to
levy
common stock and by all officers and directors as a group.
|
Number
of Shares
|
|
|
|
|
Nature
of
|
Percentage
of
|
||
Name
and Address
|
Title
|
Owned
(i)
|
Ownership
|
Ownership(i)
|
The
Frost National Bank
|
Common
|
1,000,000
|
Beneficial
|
6.6%
|
FBO
Renaissance
|
||||
US
Growth Investment
|
||||
Trust
PLC.
|
||||
Trust
no. W00740100
|
||||
|
||||
The
Frost National Bank
|
Common
|
1,000,000
|
Beneficial
|
6.6%
|
FBO,
BFS US Special
|
||||
Opportunities
Trust PLC.
|
||||
Trust
no. W00118000
|
30
|
||||
Bjurman
Barry & Associates
|
Common
|
790,731
|
Institutional
|
5.2%
|
Directors
and Officers
|
||||
Andrew
Makrides
734
Walt Whitman Road
Melville,
NY 11746
|
Common
|
850,800(ii)
|
Beneficial
|
5.6%
|
|
||||
George
Kromer
P.O.
Box 188
Farmingville,
NY 11738
|
Common
|
440,000(iii)
|
Beneficial
|
2.9%
|
J.
Robert Saron
7100
30th
Avenue North
St.
Petersburg, FL 33710
|
Common
|
399,681(iv)
|
Beneficial
|
2.6%
|
Brian
Madden
300
Garden City Plaza
Garden
City, NY 11530
|
Common
|
85,000
(vi)
|
Beneficial
|
.6%
|
|
||||
Mike
Norman
|
Common
|
60,000(vii)
|
Beneficial
|
.4%
|
410
Jericho Tpke.
|
||||
Jericho,
NY
|
||||
|
||||
Randy
Rossi
|
Common
|
50,000(viii)
|
Beneficial
|
.4%
|
2641
Kelliwood Circle
|
||||
Shrevesport,
LA
|
||||
Moshe
Citronowicz
7100
30th
Avenue North
St.
Petersburg, FL 33710
|
Common
|
639,591
(v)
|
Beneficial
|
4.2%
|
Gary
Pickett
|
-
|
-
|
-
|
-
|
7100
30th
Avenue North
St.
Petersburg, FL 33710
|
||||
Vera
MacElroy
7100
30th
Avenue North
St.
Petersburgh, FL 33710
|
Common
|
16,000
(ix)
|
Beneficial
|
-
|
Officers
and Directors as a group (9 Persons)
|
2,541,072(x)
|
16.8%
|
__________________________________________
31
(i)
Based
on 15,223,538 outstanding shares of Common Stock and 3,203,700 outstanding
options to acquire a like number of shares of Common Stock as of December
31,
2006, of which officers and directors owned a total of 1,737,500 options
and
797,572 shares at December 31, 2006. We have calculated the percentages
on the
basis of the amount of outstanding securities plus, for each person or
group,
any securities that person or group has the right to acquire within 60
days
pursuant to options, warrants, conversion privileges or other
rights.
(ii)
Includes 385,800 shares reserved and 465,000 ten year options owned by
Mr.
Makrides to purchase shares of Common Stock of the Company. Exercise prices
for
his options range from $.50 for 155,000 shares to $3.25 for 25,000 shares.
(iii)
Includes 70,000 shares reserved and 370,000 ten year options owned by Mr.
Kromer
to purchase shares of the Company. Exercise prices for his options range
from
$.50 for 100,000 shares to $3.25 for 25,000 shares.
(iv)
Includes 167,181 shares reserved and 232,500 10 year options owned by Mr.
Saron,
exercisable at prices ranging from $.50 per share for 155,000 shares, and
$3.25
per share for 25,000 shares.
(v)
Includes 174,591 shares reserved and 465,000 10 year options owned by Mr.
Citronowicz exercisable at prices ranging from $.50 for 155,000 shares
to $3.25
for 25,000 shares.
(vi)
Includes 85,000 shares reserved pursuant to 10 year options owned by Mr.
Madden
exercisable at prices ranging from $3.25 for 25,000 to $2.13 for 25,000
options
to purchase Common Stock. Mr. Madden has no financial interest in 25,000
shares
of Bovie owned by his wife.
(vii)
Includes 60,000 shares reserved pursuant to 10 year options owned by Mr.
Norman
exercisable at prices ranging from $2.13 for 25,000 shares to $2.25 for
35,000
shares.
(viii)
Includes 50,000 share reserved pursuant to 10 year options owned by Mr.
Rossi
exercisable at price ranging from $2.13 for 25,000 to $2.25 for 25,000
shares.
(ix)
Includes 11,000 shares reserved and 5,000 10 year options owned by Ms.
MacElroy
exercisable at $3.25.
(x)
Includes 1,727,500 shares reserved for outstanding options owned by all
Executive Officers and directors as a group. The last date options can
be
exercised is May 5, 2015.
Recent
Developments
In
1998,
Maxxim Medical Corporation (“Maxxim”) a then publicly owned corporation,
acquired 3,000,000 shares of our common stock from us pursuant to a certain
agreement in exchange for assets and equipment, the ownership of the trade
name
“Bovie” and other future business to be conducted between our corporations. As
part of the agreement, Maxxim was granted rights to demand that we register
the
shares with the SEC. Maxxim later became a privately owned corporation.
Maxxim
allegedly sold the Bovie common stock to ACMI Corporation (“ACMI”) in 2000.
After a continuing dispute between Maxxim and ACMI, in May 2004 a bankruptcy
court declared ACMI the owner of the 3,000,000 Bovie shares
In
September 2004, ACMI Corporation privately sold the 3,000,000 shares to
a
limited number of sophisticated accredited investors. As part of the sale,
ACMI
Corporation assigned the demand registration rights to the accredited investors.
Shortly after completion of the sale by ACMI Corporation, the accredited
investors exercised their registration rights and demanded that we file
the
registration statement with the SEC covering the 3,000,000 shares of common
stock. We filed the registration statement as requested for the
32
3,000,000
shares of common stock and listed the accredited investors as selling
stockholders (the “Selling Stockholders”). The registration statement became
effective in September 2005. All proceeds from any sale of shares of our
Company
pursuant to the registration statement are for the benefit of the Selling
Stockholders and not Bovie. However, pursuant to separate agreement with
ACMI
and the Selling Stockholders, we are in the process of being reimbursed
for our
legal, accounting and other expenses incurred in connection with the offering.
In
2005,
the Executive Officers and directors were awarded a total of 225,000
non-qualified options to purchase our Common Stock at an exercise price
of $2.25
per share expiring on May 5, 2015. (See Executive Compensation)
A
former
director, Alfred V. Greco Esq., the principal of Alfred Greco PLLC, a partner
of
Sierchio, Greco and Greco is the Company’s counsel. Alfred V. Greco PLLC
received $87,550, $80,400 and $63,650 in legal fees for the years 2006,
2005 and
2004, respectively.
In
November 2006, the Board of Directors, including all disinterested directors,
approved 2-year extensions of the outstanding Employment Agreements of
Messrs.
Makrides, Citronowicz and Saron. Such extensions are historically consistent
with prior pattern of extensions in past years.
A
director, George Kromer, served as a consultant previous to his employment
with
us in 2006 and received consulting compensation of $22,906 and $20,751
for 2005
and 2004, respectively.
Two
relatives of the chief operating officer of the Company are employed by
the
Company. Yechiel Tsitrinovich, an engineering consultant received compensation
for 2006 and 2005 of $79,776 and $79,776 respectively. The other relative,
Arik
Zoran, is an employee of the Company in charge of the engineering department.
He
had a two-year contract providing for a salary of $90,000 per year plus
living
expenses and benefits which has been extended. For 2006 and 2005 he was
paid
$162,562 and $157,045, which includes living expenses and benefits. The
Company
is attempting at this time to secure a permanent work visa for Mr. Zoran.
The
following table sets forth the aggregate fees billed to us for fiscal years
ended December 31, 2006 and 2005 by Bloom & Co., LLP, our
auditors:
|
|
2006
|
2005
|
|
|||
Audit
Fees (1)
|
|
$
|
114,694
|
|
$
|
130,027
|
|
|
|
|
|
|
|
|
|
Non-Audit
Fees:
|
|
|
|
|
|
|
|
Related
Fees(2)
|
|
|
2,000
|
|
|
25,000
|
|
Tax
Fees(3)
|
|
|
8,000
|
|
|
5,000
|
|
All
other Fees(4)
|
|
|
--
|
|
|
--
|
|
Total
Fees paid to Auditor
|
|
$
|
124,694
|
|
$
|
160,027
|
|
(1)
Audit
fees consist of fees billed for professional services rendered for the
audit of
Bovie’s annual financial statements and review of the interim consolidated
financial statements included in quarterly reports and services that are
normally provided by Bloom & Co., LLP in connection with statutory and
regulatory filings or engagements.
33
(2)
Audit-Related fees consist of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of
Bovie’s
consolidated financial statements and are not reported under “Audit Fees”.
During 2005 services related to the filing of a Form S3 with the SEC were
performed.
(3)
Tax
fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax planning (domestic and international). These
services include assistance regarding federal, state and international
tax
compliance, acquisitions and international tax planning.
(4)
All
other fees consist of fees for products and services other than the services
reported above. In the past the Board of Directors had considered the role
of
Bloom & Co., LLP in providing certain tax services to Bovie and had
concluded that such services were compatible with Bloom & Co., LLP’s
independence as our auditors. In addition, since the effective date of
the SEC
rules stating that an auditor is not independent of an audit client if
the
services it provides to the client are not appropriately approved (which
was
previously done by the Board of Directors). Now the Audit Committee will
pre-approve all audit and permissible non-audit services provided by the
independent auditors.
Audit
Committee
The
Audit
Committee has adopted a policy for the pre-approval of services provided
by the
independent auditors, pursuant to which it may pre-approve any service
consistent with applicable law, rules and regulations. Under the policy,
the
Audit Committee may also delegate authority to pre-approve certain specified
audit or permissible non-audit services to one or more of its members,
including
the Chairman. A member to whom pre-approval authority has been delegated
must
report its pre-approval decisions, if any, to the Audit Committee at its
next
meeting, and any such pre-approvals must specify clearly in writing the
services
and fees approved. Unless the Audit Committee determines otherwise, the
term for
any service pre-approved by a member to whom pre-approval authority has
been
delegated is twelve months.
Prior
to
September 29, 2003 the audit committee consisted of the board of directors.
On
September 29, 2003 the board of directors appointed Brian Madden, George
Kromer
and Andrew Makrides as audit committee members. Mr. Madden was considered
audit
committee financial expert until Mr. Michael Norman CPA was made a board
member
on September 23, 2004. The audit committee is presently made up of three
members, George Kromer (Chairman), Michael Norman, CPA (Financial Expert)
and
Brian Madden.
SIGNATURES
Pursuant
to the requirements of the Section 13 or 15(d) of the Securities Exchange
Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by
the undersigned, thereunto duly authorized, in the Melville, New York on
March
22, 2007.
|
Bovie
Medical Corporation
|
|
|
|
By:
/s/ Andrew Makrides
|
|
Andrew
Makrides
|
|
President
|
|
Chairman
of the Board
|
|
Bovie
Medical Corporation
|
|
|
|
/s/Gary
D. Pickett
|
|
Gary
D. Pickett
|
|
Chief
Financial Officer
|
|
34
PART
II
ITEM
15A. Financial Statements
BOVIE
MEDICAL CORPORATION INDEX
TO
FINANCIAL STATEMENTS
Page
Contents
|
|
|
|
|
|
F-1
|
|
|
|
F-3
|
|
|
|
F-4
|
|
|
|
F-5
|
|
|
|
F-7
|
|
|
|
ITEM
15B. Exhibit s List and Reports on Form 8K
Exhibit
4.2
|
Registration
Rights Agreement dated May 8, 1998
|
Exhibit
4.3
|
Assignment
of Registration Rights Agreement dated September, 2004
|
Exhibit
10.1
|
Joint
Venture Agreement dated February 25, 2000
Between
Bovie Medical Corporation and Jump Agentur fur
Elektrotechnik
GmBH
|
Exhibit
10.2
|
Agreement
between Bovie Medical Corporation and Arthrex Inc. dated June
2002
|
Exhibit
10.3
|
Distribution
and Service Center Agreement between Bovie Medical Corp and
Symbol Medical
Limited dated December 31, 2004
|
Exhibit
10.4
|
Employment
Agreement- Andrew Makrides
|
Exhibit
10.5
|
Employment
Agreement-Robert J. Saron
|
Exhibit
10.6
|
Employment
Agreement-Moshe Citronowicz
|
Exhibit
10.7
|
Amended
Employment Agreement between Bovie and Andrew Makrides dated
as of January
6, 2004.
|
Exhibit
10.8
|
Amended
Employment Agreement between Bovie and J. Robert Saron dated
as of January
6, 2004.
|
Exhibit
10.9
|
Amended
Employment Agreement between Bovie and Moshe Citronowicz dated
as of
January 6, 2004.
|
Exhibit
10.10
|
License
Agreement between Bovie and Emergency Medicine Innovations, LLC
dated
October 22, 2004.
|
Exhibit
10.11
|
Consulting
and Intellectual Property Assignment Agreement dated January
12, 2006
among Bovie, Henvil Corp. Ltd and Steve Livneh.
|
Exhibit
21.1
|
Consent
of Bloom & Co., LLP
|
Exhibit
31.1
|
Certification
pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
Exhibit
31.2
|
Certification
pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
Exhibit
32.1
|
Certification
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
Exhibit
32.2
|
Certification
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
_____________________
|
|
BLOOM
& CO., LLP 50 CLINTON STREET. HEMPSTEAD. NEW YORK 11550:
|
TEL:
516 - 486-5900
|
CERTIFIED
PUBLIC ACCOUNTANTS
|
FAX:
516 - 486-5476
|
|
|
STEVEN
BLOOM, CPA
FREDERICK
PAUKER, CPA
SIROUSSE
TABRIZTCHI, Ph.D. CPA
|
MEMBER
OF AMERICAN INSTITUTE OF
CERTIFIED
PUBLIC ACCOUNTANTS
|
To
the
Board of Directors
and
Shareholders of
Bovie
Medical Corporation
We
have
audited the accompanying consolidated balance sheets of Bovie Medical
Corporation as of December 31, 2006 and 2005, and the related consolidated
statements of operations, stockholders’ equity, and cash flows for each of the
three fiscal years in the period ended December 31, 2006. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the
financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in
all
material respects, the consolidated financial position of Bovie Medical
Corporation as of December 31, 2006 and 2005, and the consolidated results
of
its operations and its cash flows for the years then ended in conformity
with
accounting principles generally accepted in the United States of America.
/s/Bloom
and Company LLP
Hempstead,
New York
March
22,
2007
BOVIE
MEDICAL CORPORATION
DECEMBER
31, 2006 AND 2005
ASSETS
|
|
2006
|
2005
|
|
|||
Current
assets:
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Cash
|
|
$
|
2,952,892
|
|
$
|
1,295,266
|
|
Trade
accounts receivable, net
|
|
|
2,817,557
|
|
|
2,316,761
|
|
Inventories
|
|
|
3,609,301
|
|
|
2,996,832
|
|
Prepaid
expenses
|
|
|
402,423
|
|
|
335,492
|
|
Deferred
tax asset
|
|
|
386,200
|
|
|
386,200
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Total
current assets
|
|
|
10,168,373
|
|
|
7,330,551
|
|
|
|
|
|
|
|
||
Property
and equipment, net
|
|
|
3,217,020
|
|
|
2,595,641
|
|
|
|
|
|
||||
Other
assets:
|
|
|
|
||||
|
|
|
|
||||
|
|
|
|||||
Brand
name/Trademark
|
|
|
1,509,662
|
1,509,662
|
|
||
Purchased
technology, net
|
|
|
1,529,330
|
33,663
|
|
||
License
rights
|
240,000
|
280,000
|
|||||
Deposits
|
|
|
21,215
|
21,215
|
|
||
|
|||||||
|
|
|
|
||||
|
|
|
3,300,207
|
1,844,540
|
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Total
Assets
|
|
$
|
16,685,600
|
|
$
|
11,770,732
|
|
|
|
|
|
||||
|
|
|
|
||||
The
accompanying notes are an integral part of the financial
statements.
|
|
|
|
F-1
BOVIE
MEDICAL CORPORATION
CONSOLIDATED
BALANCE SHEET
DECEMBER
31, 2006 AND 2005
(Continued)
LIABILITIES
AND STOCKHOLDERS' EQUITY
LIABILITIES
Current
liabilities:
|
|
2006
|
2005
|
|
|||
|
|
|
|
|
|
||
Accounts
payable
|
|
$
|
916,253
|
|
$
|
868,212
|
|
Accrued
expenses and other liabilities
|
|
|
743,768
|
|
|
471,006
|
|
Customers
deposits
|
|
|
91,198
|
|
|
--
|
|
Deferred
Revenue
|
|
|
173,986
|
|
|
141,586
|
|
Current
maturities of long term debt
|
|
|
161,948
|
|
|
348,328
|
|
|
|
|
|
|
|
||
Total
current liabilities
|
|
|
2,087,153
|
|
|
1,829,132
|
|
|
|
|
|
|
|
||
Mortgage
Payable-Non current
|
|
|
|
|
--
|
|
|
Liability
for purchased assets
|
418,150
|
||||||
Minority
interest
|
120,000
|
140,000
|
|||||
Stockholders'
equity:
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Preferred
stock 10,000,000 shares
authorized,
none outstanding
|
|
|
|
|
|
||
|
|
|
|
|
|
||
Common
stock par value $.001;
40,000,000
shares authorized, 15,223,538 and 14,040,728
issued
and outstanding on December 31, 2006 and
December
31, 2005 respectively,
|
|
|
15,241
|
|
|
14,059
|
|
Additional
paid in capital
|
|
|
22,104,399
|
|
|
20,530,090
|
|
Accumulated
deficit
|
|
|
(8,059,343)
|
|
(10,742,549)
|
)
|
|
|
|
|
|
|
|
||
Total
stockholders' equity
|
|
|
14,060,297
|
|
|
9,801,600
|
|
|
|
|
|
|
|
||
Total
liabilities and stockholders' equity
|
|
$
|
16,685,600
|
|
$
|
11,770,732
|
|
The
accompanying notes are an integral part of the financial
statements.
|
|
|
|
|
|
|
F-2
BOVIE
MEDICAL CORPORATION
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
2006
|
2005
|
2004
|
||||
Sales,
net
|
$
26,676,182
|
|
$20,211,141
|
$20,495,101
|
||
Cost
of sales
|
16,075,426
|
|
|
12,649,209
|
12,638,161
|
|
Gross
Profit
|
10,600,756
|
|
|
7,561,932
|
7,856,940
|
|
|
|
|
||||
Other
costs:
|
|
|
||||
Research
and development
|
1,048,175
|
|
|
985,807
|
907,389
|
|
Professional
services
|
519,861
|
|
|
447,346
|
415,606
|
|
Salaries
and related costs
|
2,558,170
|
|
|
2,010,599
|
1,977,053
|
|
Selling,
general and administration
|
3,711,795
|
|
|
3,553,022
|
3,249,050
|
|
Development
cost - joint venture
|
138,913
|
|
|
161,190
|
39,286
|
|
Total
other costs
|
7,976,914
|
|
|
7,157,964
|
6,588,384
|
|
|
|
|
||||
Income
from operations
|
2,623,842
|
|
|
403,968
|
1,268,556
|
|
|
|
|
|
|||
Other
income and (expense):
|
|
|
||||
Gain
from involuntary conversion of fixed assets
|
|
|
245,264
|
|||
Interest
income
|
103,088
|
|
|
46,959
|
3,263
|
|
Interest
expense
|
(16,157)
|
|
|
(22,703)
|
(
15,090
|
|
|
86,931
|
|
|
24,256
|
233,437
|
|
|
|
|
||||
Net
income before income tax and minority expense
|
2,710,773
|
|
|
428,224
|
1,501,993
|
|
Minority
Interest in expense
|
20,000
|
|
|
10,000
|
10,000
|
|
Income
tax expense
|
(941,458)
|
|
|
(164,016)
|
(541,000
|
|
Income
tax benefit
|
893,891
|
|
|
132,000
|
541,000
|
|
|
|
|
|
|
||
Net
income
|
$
2,683,206
|
|
$
406,208
|
$
1,511,993
|
||
Basic
earnings per common share
|
$
0.19
|
$
0.03
|
$
0.11
|
|||
|
|
|
|
|
|
|
Diluted
earnings per common share
|
$
0.16
|
$
0.03
|
$
0.09
|
|||
|
|
|||||
Weighted
average number
|
|
|||||
of
common shares outstanding
|
14,537,025
|
13,923,134
|
13,755,552
|
|||
|
|
|||||
Incremental
items:
|
|
|||||
Stock
options
|
2,372,078
|
1,827,150
|
2,422,329
|
|||
|
|
|
||||
Diluted
weighted average
|
|
|
||||
common
shares outstanding
|
16,909,103
|
15,750,284
|
16,177,881
|
|||
The
accompanying notes are an integral part of the financial
statements.
|
|
|
|
|
|
|
F-3
BOVIE
MEDICAL CORPORATION
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
|
|
|
|
|
|
|
|
|
Options
|
Common
|
Paid-
|
||||
|
Outstanding
|
Shares
|
Value
|
in
Capital
|
Deficit
|
Total
|
|
January
1, 2004
|
3,988,800
|
13,464,528
|
$
13,482
|
$
20,097,095
|
$
12,660,750)
|
$
7,449,827
|
|
|
|
|
|
|
|
|
|
Options
granted
|
370,000
|
--
|
--
|
--
|
--
|
--
|
|
|
|||||||
Options
exercised
|
(397,600)
|
397,600
|
399
|
294,312
|
--
|
294,711
|
|
|
|||||||
Options
forfeited
|
(10,000)
|
--
|
--
|
--
|
--
|
--
|
|
|
|||||||
Income
for period
|
--
|
--
|
--
|
--
|
1,511,993
|
1,511,993
|
|
|
|||||||
December
31, 2004
|
3,951,200
|
13,862,128
|
$
13,881
|
$
20,391,407
|
$
(11,148,757)
|
$
9,256,531
|
|
|
|
|
|
|
|
|
|
Options
granted
|
427,500
|
||||||
Options
exercised
|
(178,600)
|
178,600
|
178
|
138,683
|
138,861
|
||
Options
forfeited
|
(31,230)
|
||||||
Income
for period
|
406,208
|
406,208
|
|||||
December
31, 2005
|
|||||||
4,168,870
|
14,040,728
|
$
14,059
|
$
20,530,090
|
$
(10,742,549)
|
$
9,801,600
|
||
Options
granted
|
120,000
|
||||||
Options
exercised
|
(982,810)
|
982,810
|
982
|
794,944
|
795,926
|
||
Options
forfeited
|
(102,360)
|
||||||
Stock
based compensation
|
41,097
|
41,097
|
|||||
Stock
options issued to acquire assets
|
63,300
|
63,300
|
|||||
Stock
issued to acquire assets
|
200,000
|
200
|
674,968
|
675,168
|
|||
Income
for period
|
2,683,206
|
2,683,206
|
|||||
December
31, 2006
|
3,203,700
|
15,223,538
|
$
15,241
|
$
22,104,399
|
$
(8,059,343)
|
$
14,060,297
|
F-4
BOVIE
MEDICAL CORPORATION
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
2006
|
2005
|
2004
|
||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$
2,683,206
|
|
$
406,208
|
|
$
1,511,993
|
|
||
Adjustments
to reconcile net income to net cash
|
|
|
|
|
||||
provided
by operating activities:
|
|
|
|
|
||||
|
|
|
|
|
||||
Depreciation
and amortization
|
529,260
|
|
545,876
|
|
|
395,119
|
|
|
Write
down of inventories and parts
|
|
|
|
303,872
|
|
|||
Involuntary
conversion & write down of fixed assets
|
29,422
|
|
|
(
245,264)
|
||||
Stock-based
compensation
|
41,098
|
|
|
|
||||
Stock-based
expense for Henvil asset purchase
|
20,886
|
|||||||
Restricted
stock liability for asset purchase
|
418,150
|
|||||||
Change
in assets and liabilities:
|
|
|
|
|||||
Trade
receivables
|
(500,796)
|
|
(362,474)
|
|
(322,106)
|
|||
Prepaid
expenses
|
(66,931)
|
|
(
6,727)
|
|
61,260
|
|||
Inventories
and parts
|
(612,469)
|
|
(870,832)
|
|
249,503
|
|||
Accounts
payable
|
118,130
|
|
248,061
|
|
(59,641)
|
|||
Accrued
expenses
|
293,862
|
|
(133,476)
|
|
149,251
|
|
||
Deferred
Revenue
|
32,400
|
|
(
16,258)
|
|
--
|
|
||
Net
cash (applied to) provided by operations
|
2,986,218
|
(189,622)
|
2,043,987
|
|
||||
|
|
|
|
|
|
|||
Cash
flows from investing activities:
|
|
|||||||
Increase
in fixed assets
|
(1,130,627)
|
(908,283)
|
(606,505)
|
|||||
Decrease
(Increase) in security deposits
|
--
|
(
6,770)
|
(
4,975)
|
|||||
Purchase
of technology
|
(1,344,343)
|
(
2,001)
|
--
|
|||||
Involuntary
conversion of fixed assets
|
296,735
|
|||||||
|
||||||||
Net
cash used in investing activities
|
(2,474,970)
|
(917,054)
|
(314,745)
|
|||||
|
||||||||
Cash
flows from financing activities:
|
||||||||
Sale
of common stock
|
1,332,840
|
138,861
|
290,425
|
|||||
Reduction
in subscription receivable
|
4,286
|
|||||||
Reduction
in mortgage
|
(348,328)
|
(31,665)
|
(35,344)
|
|||||
Notes
payable
|
161,866
|
|||||||
Net
cash provided by financing activities
|
1,146,378
|
107,196
|
259,367
|
|||||
|
||||||||
Net
increase (decrease) in cash
|
1,657,626
|
(999,480)
|
1,988,609
|
|||||
|
||||||||
Cash
at beginning of year
|
1,295,266
|
2,294,746
|
306,137
|
|||||
|
||||||||
Cash
at end of year
|
$
2,952,892
|
$
1,295,266
|
$
2,294,746
|
F-5
BOVIE
MEDICAL CORPORATION
CONSOLIDATED
STATEMENT OF CASH FLOWS
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
|
||||||||
Cash
paid during the twelve months ended December 31:
|
2006
|
2005
|
2004
|
|||||
Interest
|
$
16,156
|
$
22,703
|
$
11,625
|
|||||
|
||||||||
Income
Taxes
|
$
32,557
|
$
22,015
|
$
--
|
|||||
The
accompanying notes are an integral part of the financial
statements.
|
|
|||||||
BOVIE
MEDICAL CORPORATION AND SUBSIDIARY
CONSOLIDATED
STATEMENT OF CASH FLOWS
INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
FOR
THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
SUPPLEMENTAL
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
FOR
THE TWELVE MONTHS ENDED DECEMBER 31, 2006, 2005 AND 2004:
There
were three non-cash transactions in fiscal 2006. The first was $41,098
for stock based compensation to employees. The second was $63,301, which
was the
calculated fair value of stock options given as consideration in the purchase
of
assets under the Henvil agreement, of which $20,886 was expensed for the
twelve
months of 2006.
The
third was a liability for purchase assets of $480,150 which
was the calculated fair value of 150,000 restricted common stock shares
given as consideration in the purchase of assets under the Lican
agreement.
The
fair
value of the Henvil agreement options were estimated on the grant date
using the
binomial lattice option-pricing model with the following assumptions: expected
volatility of 25%, expected term of 5 years, risk-free interest rate of
5.0%,
and expected dividend yield of 0%. Expected volatility is based on a weighted
average of the historical volatility of the Company's stock and peer company
volatility. The average expected life was calculated using the simplified
method
under SAB 107. The risk-free rate is based on the rate of U.S. Treasury
zero-coupon issues.
The
fair
value of the Lican agreement 150,000 restricted shares were estimated on
the
grant date using the market close price of the contract date with adjustments
against the total value for contingencies such as, but not limited to,
a one
year holding period related to each of the six targeted milestones for
the IP’s,
resulted in discounts in the amount of approximately 80%. Based
on available information the Company has determined that the outcome of
the specified conditions is determinable beyond reasonable
doubt.
During
the fiscal 2006, we purchased patent pending rights and an exclusive license
for
technology. The patent and technology rights were valued at $306,503 of
which
the full amount had been paid as of December 31, 2006.
There
were no non-cash transactions reported in 2005.
In
October 2004, a hurricane tore a portion of the roof off the office facility
at
7100 30th
Avenue
North, St. Petersburg, Florida causing extensive water damage to that portion
of
the building. The cost of the building allocated to the loss was $63,749
of
which there was depreciation of $12,278 leaving a net cost of $51,471.
As per
Financial Accounting Standard Board interpretation number 30, we have recognized
a gain of $245,264 from the non-monetary asset being involuntarily converted
to
a monetary asset through the payment by the insurance company of
$296,735.
F-6
BOVIE
MEDICAL CORPORATION
NOTE
1. DESCRIPTION OF BUSINESS
Bovie
Medical Corporation (“the Company” or “Bovie”) was incorporated in 1982, under
the laws of the State of Delaware and is a medical device company engaged
in the
manufacturing and marketing of electrosurgical devices. Our medical products
include a wide range of devices including electrosurgical generators and
accessories, cauteries, medical lighting, nerve locators and other
products.
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates in the Preparation of Financial Statements
The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Consolidated
Financial Statements
The
accompanying consolidated financial statements include the accounts of
Bovie
Medical Corporation and its two wholly owned subsidiaries Aaron Medical
Industries, Inc., and Bovie Canada ULC. Intercompany transaction accounts
have
been eliminated in consolidation.
The
equity method of accounting is used when the Company has a 20% to 50% interest
in other companies. Under the equity method, original investments are recorded
at cost and adjusted by the company's share of undistributed earnings or
losses
of these companies.
Cash
and cash equivalents
Holdings
of highly liquid investments with maturities of three months or less, when
purchased, are considered to be cash equivalents. The carrying amount reported
in the balance sheet for cash and cash equivalents approximates its fair
values.
The amount of federally insured cash deposits was $100,000 as of December
31,
2006 and 2005.
Fair
Values of Financial Instruments
The
carrying amount of trade accounts receivable, accounts payable, prepaid
and
accrued expenses, bonds and notes payable, and amounts due to shareholders,
as
presented in the balance sheet, approximates fair value.
Accounts
Receivable
Accounts
for which no payments have been received for three consecutive months are
considered delinquent and a reserve is created for them. Customary collection
efforts are initiated and an allowance for uncollectible accounts is set
up and
the related expense is charged to operations. We gave negotiated sales
volume
discounts which amounted to $578,135 and $397,950 for 2006 and 2005,
respectively. Sales as shown on the profit and loss statement are net of
all
discounts.
F-7
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Inventories
and Repair Parts
Inventories
are stated at the lower of cost or market. Cost is determined principally
on the
average actual cost method. Finished goods and work-in-process inventories
include material, labor, and overhead costs. Factory overhead costs are
allocated to inventory manufactured in-house based upon cost of materials.
Bovie
monitors usage reports to determine if the carrying value of any items
should be
adjusted due to lack of demand for the item. Bovie adjusts down the inventory
for estimated obsolescence (inventory judged to be unused in the manufacturing
process for 2 years and eventually discarded) or unmarketable inventory
equal to
the difference between the cost of inventory and the estimated market value
based upon assumptions about future demand and market conditions. If actual
market conditions are less favorable than those projected by management,
additional inventory write-down may be required.
Inventory
at December 31, 2006 and 2005 was as follows:
|
|
2006
|
2005
|
|
|||
Raw
materials (net of reserves)
|
|
$
|
1,640,254
|
|
$
|
1,139,730
|
|
Work
in process
|
|
|
1,351,540
|
|
|
1,267,991
|
|
Finished
goods
|
|
|
617,507
|
|
|
589,111
|
|
|
|
|
|
|
|
||
Total
|
|
$
|
3,609,301
|
|
$
|
2,996,832
|
|
Reserves
for obsolescence of raw materials were $500,874 and $670,802 at December
31,
2006 and 2005, respectively. There were no reserves for finished goods
or work
in progress.
Obsolete
raw material inventory charged to operations for 2005 was $213,944. For
fiscal
2006, it was determined that there was an excess amount previously charged
to
the inventory reserve and a benefit of $169,928 was realized towards the
operations for 2006.
Notes
Payable
We
account for all note liabilities that are due and payable in one year as
short
term notes for example: Our line of credit with a commercial bank had a
zero
balance and our insurance premium financing arrangement had a balance of
$161,948 at December 31, 2006.
Property,
plant and equipment
These
assets are recorded at cost less depreciation and amortization. Depreciation
and
amortization are accounted for on the straight-line method based on estimated
useful lives. The amortization of leasehold improvements is based on the
shorter
of the lease term or the life of the improvement. Betterments and large
renewals, which extend the life of the asset, are capitalized whereas
maintenance and repairs and small renewals are expenses, as incurred. The
estimated useful lives are: machinery and equipment, 7-15 years; buildings,
30
years; and leasehold improvements, 10-20 years.
F-8
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Goodwill
and Other Intangible Assets
These
assets consist of licenses, purchased technology and brand name. The licenses
and purchased technology (other intangibles) are being amortized by the
straight-line method over a 5-20 year period. The brand name
(goodwill) qualifies as an indefinite-lived intangible asset and is not
subject to amortization.
Goodwill/brand
name/trademark represents the excess of purchase price over fair value
of
identifiable net assets of acquired businesses. Other intangible assets
primarily represent allocations of purchase price to identifiable intangible
assets of acquired businesses. Goodwill/brand name/trademark and other
intangible assets had been amortized over periods ranging from 5 to 40
years
through December 31, 2001.
In
June
2001, the Financial Accounting Standards Board issued statement of Financial
Accounting Standards No. 142 "Goodwill and other Intangible Assets" ("SFAS
142"). We adopted SFAS 142 effective January 1, 2002. As a result of
the adoption of this standard, amortization of goodwill and certain intangibles
has been discontinued.
Impairment
of Long-Lived Assets
We review
long-lived assets consisting of intangible assets subject to, and not subject
to, amortization and property, plant and equipment subject to
depreciation. Our brand name is tested for impairment annually, or more
frequently if events or changes in circumstances indicate that the asset
may
have been impaired. In the event of impairment of any intangible asset,
the
excess of the carrying amount over the fair value is recognized as impairment
loss. The impairment losses are not restored in the future. We assess the
recover- ability of goodwill and other intangible assets based on an independent
appraisal and or undiscounted cash flows that measures the impairment,
if
any.
Revenue
recognition
Revenue
is recognized when title has been transferred to the customer, which is
generally at the time of shipment. The following policies apply to our
major
categories of revenue transactions:
Sales
to
customers are evidenced by firm purchase orders. Title and the risks and
rewards
of ownership are transferred to the customer when the product is shipped.
Payment by the customer is due under fixed payment terms.
Product
returns are only accepted at our discretion and in accordance with our
“Returned
Goods Policy”. Historically, the level of product returns has not been
significant. We accrue for sales returns, rebates and allowances based
upon an
analysis of historical customer returns and credits, rebates, discounts
and
current market conditions.
Our
terms
of sale to customers generally do not include any obligations to perform
future
services. Limited warranties are generally provided for sales and provisions
for
warranty are provided at the time of product sale based upon an analysis
of
historical data.
Amounts
billed to customers related to shipping and handling have been included
in net
sales. Shipping and handling costs included in cost of sales expense were
$125,927, and $124,159 for 2006 and 2005, respectively.
We
have
no consignment inventory with customers but we do have inventory consigned
to
contract manufactures who produce components for us. For December 31, 2006
and
2005 we had consigned work in progress of $214,989 and $288,112,
respectively.
F-9
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
We
sell
to a diversified base of customers around the world and, therefore, believe
there is no material concentration of credit risk.
We
assess
the risk of loss on accounts receivable and adjust the allowance for doubtful
accounts based on this risk assessment. Historically, losses on accounts
receivable have not been material. Management believes that the allowance
for
doubtful accounts of $10,000 and $119,490 at December 31, 2006 and 2005,
respectively, is adequate to provide for probable losses resulting from
accounts
receivable.
Advertising
Costs
All
advertising costs are expensed, as incurred. The amounts of advertising
costs
were $451,093 and $468,716 for 2006 and 2005, respectively.
Net
Earnings Per Common share
Basic
earnings per share ("EPS") is computed based on the weighted average number
of
common shares outstanding for the period. Diluted EPS gives effect to all
dilutive potential shares outstanding (i.e., options and warrants) during
the
period. (See Significant Accounting Policies - Stock Based
Compensation)
Research
and Development Costs
Research
and development expenses are charged to operations. Only the development
costs
that are purchased from another enterprise and have alternative future
use are
capitalized and are amortized over the estimated useful life of the asset,
generally five years.
Research
and Development Costs for Others
For
research and development activities that are partially or completely funded
by
other parties and the obligation is incurred solely to perform contractual
services, all expenses are charged to cost of sales and all revenues are
shown
as sales.
We
will
only develop electrosurgical products for others that use our product as
the
base for their instrument. Our development agreements provide that the
customer
must pay the costs for the development as it progresses and further provide
that
any future purchases of the developed product must be purchased from us.
We
assume no contractual risk and operate as the customer’s original equipment
manufacturer. Our agreements call for no minimum order, but the customer
may not
manufacture or purchase this product from any other manufacturer.
Income
Taxes
Bovie
and
its wholly owned subsidiaries file a consolidated federal income tax return.
Income taxes are accounted for under the asset and liability method. 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.
F-10
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Non-monetary
Transactions
The
accounting for non-monetary assets is based on the fair values of the assets
involved. Cost of a non-monetary asset acquired in exchange for another
non-monetary asset is recorded at the fair value of the asset surrendered
to
obtain it. The difference in the costs of the assets exchanged is recognized
as
a gain or loss. The fair value of the asset received is used to measure
the cost
if it is more clearly evident than the fair value of the asset surrendered.
FASB
Interpretation No. 46R, Consolidation of Variable Interest Entities - An
Interpretation of ARB51
The
FASB
finalized FIN 46R in December 2003. FIN 46R expands the scope of ARB51
and
various EITFs and can require consolidation of legal structures, called
Variable
Interest Entities (VIEs).
Companies with investments in Special
Purpose Entities (SPEs)
were
required to implement FIN 46R in 2003; however, companies with VIEs were
permitted to implement in the first quarter of 2004. While we do not have
SPEs,
we do have a VIE that we have determined will qualify for consolidation.
Our
joint venture with Jump Agentur Fur Electrotechnik GMBH (“the Joint Venture”,
“JAG”) qualifies as a VIE. We have consolidated this VIE for the years ended
December 31, 2006, December 31, 2005, and December 31, 2004. The most
significant impact to our financial statements is to include the net intangible
assets of JAG, totaling $240,000 for the period ended December 31, 2006,
and
minority interest of $120,000 as of December 31, 2006 to our balance sheets.
The
impacts on our consolidated statements of net income or cash flows are
not
material.
In
November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of
Accounting Research Bulletin No. 43, Chapter 4,” which adopts wording from the
International Accounting Standards Board’s (IASB) IAS 2 “Inventories” in an
effort to improve the comparability of cross-border financial reporting.
The
FASB and IASB both believe the standards have the same intent; however,
an
amendment to the wording was adopted to avoid inconsistent application.
The new
standard indicates that abnormal freight, handling costs, and wasted materials
(spoilage) are required to be treated as current period charges rather
than as a
portion of inventory cost. Additionally, the standard clarifies that fixed
production overhead should be allocated based on the normal capacity of
a
production facility. The statement is effective beginning in fiscal year
2007.
Adoption is not expected to have a material impact on our consolidated
earnings,
financial position or cash flows.
In
December 2004, the FASB issued FSP FAS 109-1, “Application of FASB Statement No.
109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production
Activities Provided by the American Jobs Creation Act of 2004.” The FSP
clarifies that the manufacturer’s deduction provided for under the American Jobs
Creation Act of 2004 (the Act) should be accounted for as a special deduction
in
accordance with SFAS No. 109, “Accounting for Income Taxes,” and not as a tax
rate reduction. The Qualified Production Activities Deduction will not
impact
our consolidated earnings, financial position or cash flows for fiscal
year 2006
because the deduction is not available to us. We are currently evaluating
the
effect that this deduction will have in subsequent years.
F-11
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting
for Stock-Based Compensation
Effective
January 1, 2006, the Company adopted Statement No. 123R, Share-Based Payment
("SFAS 123R"), which requires companies to measure and recognize compensation
expense for all share-based payment awards made to employees and directors
based
on estimated fair values. SFAS 123R is being applied on the modified prospective
basis. Prior to the adoption of SFAS 123R, the Company accounted for its
stock-based compensation plans under the recognition and measurement principles
of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
Issued
to Employees, as provided by SFAS 123, "Accounting for Stock Based Compensation"
("SFAS 123") and accordingly, recognized no compensation expense related
to the
stock-based plans as stock options granted to employees and directors were
equal
to the fair market value of the underlying stock at the date of grant.
In March
2005, the SEC issued Staff Accounting Bulletin No. 107 ("SAB 107") relating
to
SFAS 123R. The Company has applied the provisions of SAB 107 in its adoption
of
SFAS 123R.
Under
the
modified prospective approach, SFAS 123R applies to new awards and to awards
that were outstanding on January 1, 2006 that are subsequently modified,
repurchased or cancelled. Under the modified prospective approach, compensation
cost recognized includes compensation cost for all share-based payments
granted
prior to, but not yet vested on, January 1, 2006, based on the grant-date
fair
value estimated in accordance with the provisions of SFAS 123, and compensation
cost for all share-based payments granted subsequent to January 1, 2006,
based
on the grant-date fair value estimated in accordance with the provisions
of SFAS
123R. Prior periods were not restated to reflect the impact of adopting
the new
standard. During the fiscal year 2006, the Company recorded $41,098 in
non-cash
charges for the implementation of SFAS 123R. As of December 31, 2006, there
was
approximately $94,880 of total unrecognized compensation costs related
to
unvested options. That cost is expected to be recognized over a weighted
average
period of 4 years.
The
weighted average grant date fair value of options granted during the twelve
months ended December 31, 2006 were estimated on the grant date using the
binomial lattice option-pricing model with the following assumptions: expected
volatility of 25%, expected term of 5 years, risk-free interest rate of
5.0%,
and expected dividend yield of 0%. Expected volatility is based on a weighted
average of the historical volatility of the Company's stock and peer company
volatility. The average expected life was calculated using the simplified
method
under SAB 107. The risk-free rate is based on the rate of U.S. Treasury
zero-coupon issues with a remaining term equal to the expected life of
option
grants. The Company uses historical data to estimate pre-vesting forfeiture
rates.
Allocation
of non-cash stock based compensation expense for the fiscal year ended
December
31, 2006:
December
31, 2006
|
|||
Cost
of Sales
|
$
3,409
|
||
Research
and Development
|
25,125
|
||
Salaries
and related costs
|
12,564
|
||
Total
|
$
41,098
|
F-12
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
3. TRADE ACCOUNTS RECEIVABLE
As
of
December 31, 2006 and 2005 the trade accounts receivable were as follows:
|
|
2006
|
2005
|
|
|||
Trade
accounts receivable
|
|
$
|
2,904,774
|
|
$
|
2,495,457
|
|
Less:
allowance for doubtful accts
|
|
|
(
77,217)
|
(
119,490)
|
|||
allowance
for discounts
|
|
|
(
10,000)
|
(
59,206)
|
|||
|
|
|
|
|
|
|
|
Trade
accounts receivable, net
|
|
$
|
2,817,557
|
|
$
|
2,316,761
|
|
Bad
debt
expense charged to operations was ($ 7,509) in 2006 and $16,808 in
2005.
At
December 31, 2006 trade accounts receivable were pledged as collateral
in
connection with bank loans.
NOTE
4. PROPERTY, PLANT AND EQUIPMENT
As
of
December 31, 2006 and 2005 property, plant and equipment consisted of the
following:
|
|
2006
|
2005
|
|
|||
|
|
|
|
|
|
||
Equipment
|
|
$
|
1,995,562
|
|
$
|
1,297,261
|
|
Building
|
|
|
791,618
|
|
|
791,618
|
|
Furniture
and Fixtures
|
|
|
1,221559
|
|
|
1,045,835
|
|
Leasehold
Improvements
|
|
|
894,478
|
|
|
731,001
|
|
Molds
|
|
|
725,165
|
|
|
661,462
|
|
|
|
|
5,628,382
|
|
|
4,527,177
|
|
|
|
|
|
|
|
||
Less:accumulated
depreciation
|
|
|
(2,411,362)
|
(1,931,536)
|
|||
|
|
|
|
|
|
||
Net
property, plant, and equipment
|
|
$
|
3,217,020
|
|
$
|
2,595,641
|
|
|
|
|
|
|
|
Depreciation
expense for the years ended December 31, 2006 and 2005 were $502,224 and
$428,966, respectively.
Property
and Rental Agreements
The
following is a schedule of future minimum rental payments as of December
31,
2006 and for the next five years.
2007
|
|
$
|
218,522
|
|
2008
|
|
|
222,870
|
|
2009
|
|
|
-0-
|
|
2010
|
|
|
-0-
|
|
2011
|
|
|
-0-
|
|
|
|
$
|
441,392
|
|
Total
consolidated rent expense for the Company was $187,312 in 2006 and $185,314
in
2005.
F-13
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
6. INTANGIBLE ASSETS
At
December 31, 2006 and 2005 intangible assets consisted of the following:
|
|
2006
|
2005
|
|
|||
Indefinite
life assets:
|
|
|
|
|
|
||
Brand
name/Trademark (life indefinite)
|
|
$
|
1,509,662
|
|
$
|
1,509,662
|
|
Other
intangibles:
|
|
|
|
|
|
||
License
rights (20yr life)
|
|
|
240,000
|
|
|
280,000
|
|
Purchased
technology (5 yr life)
|
|
$
|
1,805,864
|
|
$
|
280,764
|
|
Less:
Accumulated amortization
|
|
|
(276,534)
|
|
(247,101)
|
||
|
|
|
|
|
|
||
Net
carrying amount
|
|
$
|
1,529,330
|
|
$
|
33,663
|
|
Trademark
and brand name were recognized in connection with the 1998 acquisition of
Bovie Medical Corporation. We continue to market products, release new
products and product extensions and maintain and promote these trademarks
and
brand names in the marketplace through legal registration and such methods
as
advertising, medical education and trade shows. It is our belief that
these trademarks and brand names will generate cash flow for an indefinite
period of time. Therefore, in accordance with SFAS 142, our trademarks and
tradenames intangible assets are not amortized.
The
cost
of licenses, trademarks, patent rights, technologies and copyrights acquired
are
being amortized on the straight-line method over five to twenty years.
Amortization expense charged to operations in 2006 and 2005 was $49,432
and
$74,910, respectively.
NOTE
7. LONG-TERM DEBT AND LINE OF CREDIT
The
long-term debt of the Company at December 31, 2006 and 2005 includes a
mortgage
and line of credit.
|
|
2006
|
2005
|
|
|||
Mortgage
payable
|
|
$
|
-0-
|
|
$
|
348,328
|
|
Line
of credit- bank
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
||
|
|
$
|
-0-
|
|
$
|
348,328
|
|
Mortgage
Payable
In
2001,
Bovie paid off its existing mortgage on its premises at 7100 30th
Avenue
North, St. Petersburg, Florida, and replaced it with a new first mortgage
of
$475,000, from its commercial lender. The interest Bovie paid on the mortgage
was variable at the bank’s base rate which was 7.5%. Bovie made principal
payments of $2,639 per month plus interest. The mortgage was paid in full
in
2006.
F-14
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
7. LONG-TERM DEBT AND LINE OF CREDIT (CONTINUED)
Line
of Credit - Commercial Bank
In
May of
2006, we transferred our banking relationship and opened a revolving line
of
credit in the amount of $1,500,000 with our new financial institution.
Availability was $1,500,000 on December 31, 2006. The annual interest rate
on
the loan is variable LIBOR plus 2.5%. The line has one year expiration
date and
an annual renewal option and is due on demand by the bank. The bank has
a
security interest on accounts receivable of the Company (the collateral).
The
balance due the bank on the credit line at December 31, 2006 was zero.
NOTE
8. TAXES AND NET OPERATING LOSS CARRYFORWARDS
As
of
December 31, 2006, the components of deferred tax assets were as follows:
Deferred
tax assets:
|
|
|
|
|
|
||
|
|
2006
|
2005
|
|
|||
|
|
|
|
|
|
||
Accounts
receivable (allowances)
|
|
$
|
30,526
|
|
$
|
62,544
|
|
Inventories
(reserves)
|
|
|
175,306
|
|
|
346,610
|
|
Net
operating loss carry forwards
|
|
|
1,328,109
|
|
|
2,222,000
|
|
Patent
rights, primarily due to
|
|
|
|
|
|
||
Amortization
|
|
|
(58,242)
|
|
(57,136)
|
||
|
|
|
|
|
|||
Total
gross deferred tax assets
|
|
|
1,475,699
|
|
2,574,018
|
|
|
Less:
Valuation allowance
|
|
|
(1,089,499
|
)
|
|
(2,187,818
|
)
|
|
|
|
|
|
|
||
Net
deferred tax assets - current
|
|
$
|
386,200
|
|
$
|
386,200
|
|
Bovie
had
net operating losses (NOLs) of approximately $3,742,000 at December 31,
2006.
These NOLs and corresponding estimated tax assets, computed at a 35% tax
rate,
expire as follows:
Year
loss
|
Expiration
|
Loss
|
Estimated
|
Incurred
|
Date
|
Amount
|
Tax
Asset
|
|
|
|
|
1995
|
2015
|
495,000
|
$
173,000
|
1998
|
2018
|
548,000
|
192,000
|
1999
|
2019
|
2,184,000
|
764,000
|
2002
|
2022
|
515,000
|
180,000
|
|
|
|
|
Total
|
|
$
3,742,000
|
$
1,309,000
|
F-15
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
8. TAXES AND NET OPERATING LOSS CARRYFORWARDS (continued)
Under
the
provisions of SFAS 109, NOLs represent temporary differences that enter
into the
calculation of deferred tax assets. Realization of deferred tax assets
associated with the NOL is dependent upon generating sufficient taxable
income
prior to their expiration.
Management
believes that there is a risk that certain of these NOLs may expire unused
and,
accordingly, has established a valuation allowance against them. Although
realization is not assured for the remaining deferred tax assets, based
on the
historical trend in sales and profitability, sales backlog, and budgeted
sales
of Bovie’s wholly owned and consolidated subsidiary, Aaron Medical Industries,
Inc., management believes it is likely that they may not be totally realized
through future taxable earnings. In addition, the net deferred tax assets
could
be reduced in the near term if management's estimates of taxable income
during
the carryforward period are significantly reduced.
The
valuation allowance of $2,187,818 as of December 31, 2005 was reduced by
$1,098,319 to $1,089,499, as of December 31, 2006. The Company recognized
a tax
benefit of loss carryforward of approximately $895,900 during 2006. Other
reasons for the reduction of valuation allowance were the decrease in tax
assets
of $32,018 and $171,304 related to the allowance for doubtful accounts
and the
reserve for inventory losses respectively, and an increase of $1,106 in
tax
liability for amortization of patent rights. The Company believes it is
more
likely than not that these additional tax assets may not be realized in
the
future. A reconciliation of the Federal statutory tax rate to Bovie’s effective
tax rate is as follows:
Tax
at statutory rate
|
32.0%
|
State
income taxes, net of U.S. federal benefit
|
2%
|
Tax
benefit of loss carry forward
|
(32%)
|
|
|
Effective
tax rate
|
2%
|
NOTE
9. RETIREMENT PLANS
Bovie
and/or its subsidiary provides a tax-qualified profit-sharing retirement
plan
under section 401k of the Internal Revenue Code the ("Qualified Plans")
for the
benefit of eligible employees with an accumulation of funds for retirement
on a
tax-deferred basis and provides for annual discretionary contribution to
individual trust funds.
All
employees are eligible to participate if they have one year of service
in Bovie.
The employees may make voluntary contributions to the plan of up to a maximum
of
$15,000 of their annual compensation. Bovie’s contributions to the plan are
discretionary but may not exceed 50% of the first 6% of an employees annual
compensation if he contributes 6% or more to the plan. Vesting is graded
and
depends on the years of service. After three years from their date of hire,
the
employees are 100% vested.
Bovie
has
made a contribution during 2006 and 2005 of $107,544 and $67,838 respectively,
for the benefit of its employees. The Company also maintains a group health
and
dental insurance plan. The employees are eligible to participate in the
plan
after three months of full-time service.
F-16
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
10. RELATED PARTY TRANSACTIONS
In
October 2006, Bovie Medical Corporation acquired assets of Lican Developments
LTD (Lican), an Ontario, Canada Corporation. The assets acquired include
proprietary patent pending technologies, working prototypes in various
stages of
development and production equipment. Lican is a product development and
manufacturing company focused on endoscopic devices.
Technologies
in development include:
· |
Tip-On-Tube®
a disposable tip technology complementary to Bovie’s previously acquired
and announced Modular Ergonomic Grip (MEG) forceps. Bovie acquired
the MEG
technology in January 2006 and recently received Food and Drug
Administration (FDA) clearance to market the
product.
|
· |
A
new surgical handle platform called the Modullion® that allows a plurality
of electrical and mechanical modes to be used in conjunction with
reusable
and disposable mono and bipolar cartridges and is applicable to
most
endoscopic surgeries.
|
· |
Seal-N-Cut®
a family of endoscopic instruments used in monopolar and bipolar
vessel
and tissue cutting and sealing.
|
Bovie
has
formed a wholly owned subsidiary, Bovie Canada, that will continue the
further
development of these technologies as well as manufacturing the new devices
and
other Bovie products. Mr. Steve Livneh, president and founder of Lican,
has
assume the position of President of Bovie Canada. Mr. Livneh, a mechanical
engineer and inventor has over 20 years experience in the endoscopic
market. He has been a consultant to the Company since January 2006 and is
assisted by Howard Stallard, vice president of operations together with
nine
full-time employees.
Bovie
Canada features state of the art manufacturing equipment such as computerized
multi-axis machinery, micro-laser welding equipment and electro-discharge
drilling machinery.
Terms
of
the acquisition include $350,000.00 cash payable over 5 years, a total
of
350,000 restricted Bovie Common Shares subject to American Stock Exchange
guidelines, of which 200,000 restricted shares contain vesting provisions,
and
150,000 restricted shares are conditioned upon the achievement of specified
developmental and regulatory benchmarks. Bovie anticipates revenues from
the
acquisition during the first half of 2007. Based on available information
the
Company has determined that the outcome of the specified conditions is
determinable beyond reasonable doubt and has accrued a liability of $418,150
for
the purchased assets.
Professional
Services and Employment Agreements
A
former
director, Alfred V. Greco, Esq. is a partner of Sierchio Greco & Greco LLP,
Bovie’s counsel. The legal fees paid to Sierchio Greco & Greco LLP were
$87,550 and $80,400 for the years 2006 and 2005, respectively.
A
director, George W. Kromer, Jr. also serves as a consultant to us. The
consulting fees paid to Mr. Kromer were $2,228 and $22,906 for 2006 and
2005,
respectively. In January of 2006 Mr. Kromer accepted an employment position
with
our company.
Two
employees of the Engineering Department of Bovie are related to the chief
operating officer. Yechiel Tsitrinovich served as an engineering consultant
and
was paid fees of $83,215 and $79,776, for 2006 and 2005 respectively. Bovie
entered into a two-year contract with Mr. Arik Zoran for him to assume
supervision of the engineering department, for a salary of $90,000 per
year plus
living expenses and benefits. During 2006 Mr. Zoran’s salary was $162,562. Bovie
agreed to secure a permanent work visa for Mr. Zoran.
F-17
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
10. RELATED PARTY TRANSACTIONS (continued)
Employment
Agreement
Bovie
has
employment agreements with five key employees. These agreements are for
terms
extending to January 31, 2011.
Employee
Benefit Plans
In
1996,
1998, 2001 and 2003, Bovie established stock option plans under which officers,
key employees and non-employee directors may be granted options to purchase
shares of Bovie's authorized, but unissued, Common Stock. Under its existing
Employee Stock Option Plans, the Company has Options outstanding as of
December
31, 2006 for employees to purchase 3,203,700 shares of common stock at
exercise
prices ranging from $.50 to $3.25.
NOTE
11. COMMITMENTS AND CONTINGENCIES
Legal
Proceedings
We
have
no material legal proceeding pending against us at this time. During 2006
and
2005 legal fees associated with the deductible on our insurance policy
were $-0-
and $ -0-, respectively.
Product
Liability
Bovie
currently has product liability insurance which it believes to be adequate
for
its business. The Company's existing policy expires December 31, 2007.
During
2006 our legal fee deductible was $10,000 per case up to $50,000. In 2006,
that
legal fee deductible went from $50,000 to $25,000 per case and the maximum
out-of-pocket went from $250,000 to $125,000. In 2006, we set up a reserve
for
the cost of legal fees on a monthly basis equal to an estimate based on
past
product liability cases and legal costs.
Bank
Line of Credit and Term Loan
The
financial covenants of the bank are:
Minimum
Fixed Charge Coverage: Bovie shall maintain a Minimum Fixed Charge Coverage
of
1.25:1:00 measured at Bovie’s fiscal year end, defined as (after tax income +
depreciation + amortization + lease expense + interest expense) divided
by
(lease expense + interest expense + current maturities of long term debt).
We
believe we are in compliance with all the bank’s covenants.
Joint
Venture - J Plasma Technology
The
agreement provides that we shall be responsible to expend our best efforts
to
obtain additional capital, if required up to a total estimated amount of
$1.5
million. As of December 31, 2006, we have expended approximately $800,000
for
product development and are additionally obligated to expend our best efforts
to
finance up to $700,000 additional.
Deferred
Revenue
During
the past two years we have sold generators and guaranteed to replace hand
pieces
for 5 years. A portion of the sale associated with the future delivery
of the
additional hand pieces is considered deferred revenue.
F-18
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
12. EARNINGS PER SHARE
In
2006
and 2005, basic earnings per share were $.19 and $.03 per share, respectively.
The weighted average common shares outstanding at December 31, 2006 and
2005
were 14,537,025 and 13,923,134, respectively.
Diluted
basic earnings per share for 2006 and 2005 were $.16 and $.03, respectively.
Diluted weighted average common shares outstanding at December 31, 2006
and 2005
were 16,909,103 and 15,750,284, respectively.
NOTE
13. RESEARCH AND DEVELOPMENT PERFORMED FOR OTHERS
Bovie
has
entered into several manufacturing and development agreements to produce
electrosurgical products for medical equipment companies. The agreements
are
considered Original Equipment Manufacturing (OEM) contracts that call for:
(1)
Bovie to develop specific use devices and components (2) the customer is
not
committed to a certain dollar amount of purchases and (3) Bovie charges
what it
believes will be its costs for the development of the product. If the customer
rejects or terminates the contract, it forfeits the development payments
we have
incurred. The customer must fulfill its agreement if Bovie delivers its
working
prototypes timely.
The
following is research and development revenue and costs related to specific
contracts, for 2006 and 2005:
Contracted
Development Payments Received:
|
|
2006
|
2005
|
|
|||
Amounts:
|
|
|
|
|
|
||
Revenue
from development in progress
|
|
$
|
463,926
|
|
$
|
203,857
|
|
|
|
|
|
|
|
|
|
Revenues
included in Gross Sales
|
|
$
|
463,926
|
|
$
|
203,857
|
|
|
|
|
|
|
|
||
Cost
of Research and Development contracts
|
|
|
|
|
|
||
included
in gross profit
|
|
$
|
452,585
|
|
$
|
203,857
|
|
NOTE
14. RESEARCH AND DEVELOPMENT COSTS CAPITALIZED
During
the years 2006 and 2005 we had capitalized development costs, performed
by third
parties for our line of electrosurgical generators of $ 0 and $2,001,
respectively.
NOTE
15. INDUSTRY SEGMENT
REPORTING
Summary
information by segment area of years ended
December 31, 2006 and 2005 were as follows:
(in
thousands)
Net
Sales (in thousands)
|
||
2006
|
2005
|
|
Domestic/international
sales (in thousands)
|
||
Domestic
|
$
23,431
|
$
16,830
|
International
|
3,245
|
3,381
|
Total
net sales
|
$
26,676
|
$
20,211
|
Product
line sales:
|
||
Electrosurgical
|
15,531
|
12,191
|
Cauteries
|
5,846
|
5,462
|
Other
|
5,299
|
2,558
|
Total
net sales
|
$
26,676
|
$
20,211
|
None
F-19
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby
consent to the incorporation by reference in this Annual Report on Form
10-K of
Bovie Medical Corporation of our report dated March 22, 2007, relating
to the
consolidated financial statements, which appears in this Form 10-K.
/s/Bloom
and Company LLP
Hempstead,
New York
March
22,
2007
EXHIBIT
INDEX
Exhibit
4.2
|
Registration
Rights Agreement dated May 8, 1998 (1)
|
Exhibit
4.3
|
Assignment
of Registration Rights Agreement dated September, 2004 (2)
|
Exhibit
10.1
|
Joint
Venture Agreement dated February 25, 2000
Between
Bovie Medical Corporation and Jump Agentur Fur
Elektrotechnik
GmBH
(3)
|
Exhibit
10.2
|
Agreement
between Bovie Medical Corporation and Arthrex Inc. dated June
2002
(4)
|
Exhibit
10.3
|
Distribution
and Service Center Agreement between Bovie Medical Corp and
Symbol Medical
Limited dated December 31, 2004
(5)
|
Exhibit
10.4
|
Employment
Agreement- Andrew Makrides (6)
|
Exhibit
10.5
|
Employment
Agreement-Robert J. Saron (7)
|
Exhibit
10.6
|
Employment
Agreement-Moshe Citronowicz (8)
|
Exhibit
10.7
|
Amended
Employment Agreement between Bovie and Andrew Makrides dated
as of January
6, 2004 (9)
|
Exhibit
10.8
|
Amended
Employment Agreement between Bovie and J. Robert Saron dated
as of January
6, 2004 (10)
|
Exhibit
10.9
|
Amended
Employment Agreement between Bovie and Moshe Citronowicz dated
as of
January 6, 2004 (11)
|
Exhibit
10.10
|
License
Agreement between Bovie and Emergency Medicine Innovations, LLC
dated
October 22, 2004 (12)
|
Exhibit
10.11
|
Consulting
and Intellectual Property Assignment Agreement dated January
12, 2006
among Bovie, Henvil Corp. Ltd and Steve Livneh
|
Exhibit
21.1
|
Consent
of Bloom & Co., LLP
|
Exhibit
31.1
|
Certification
pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
Exhibit
31.2
|
Certification
pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
|
Exhibit
32.1
|
Certification
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
Exhibit
32.2
|
Certification
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
|
_____________________
|
|
(1) Incorporated
by reference to Exhibit 4.2 of Form S-3 bearing file No. 333-120741
filed
on November 23, 2004.
(2) Incorporated
by reference to Exhibit 4.3 of Form S-3/A bearing file No.
333-120741.
(3) Incorporated
by reference to Exhibit 10.1 of Form KSB of Bovie Medical Corporation
for
12-31-04 filed on 3-31-05.
(4) Incorporated
by reference to Exhibit 99.1 of Form S-3/A filed on August 8,
2005 and has
been granted confidential treatment.
(5) Incorporated
by reference to Exhibit 10.3 of Form 10KSB for the period ended
12-31-04
filed on March 31, 2005.
(6) Incorporated
by reference to Exhibit 10.4 of Form 10KSB/A for December 31,
2004 filed
on 7-15-2005.
(7) Incorporated
by reference to Exhibit 10.5 of Form 10KSB/A for December 31,
2004 filed
on 7-15-2005.
(8) Incorporated
by reference to Exhibit 10.6 of Form 10KSB/A for December 31,
2004 filed
on 7-15-2005.
(9) Incorporated
by reference to Exhibit 10.8 of Form 10KSB/A for December 31,
2004 filed
on August 25, 2005.
(10) Incorporated
by reference to Exhibit 10.9 of Form 10KSB/A for December 31,
2004 filed
on August 25, 2005.
(11)
Incorporated by reference to Exhibit 10.10 of Form 10KSB/A for
December
31, 2004 filed on August 25, 2005.
(12) Incorporated
by reference to Exhibit 10.11 of Form 10KSB/A for December 31,
2004 filed
on August 25, 2005.
|