Apyx Medical Corp - Quarter Report: 2007 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the Quarterly Period Ended March 31, 2007
OR
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the Period from
to
Commission
file number 012183
BOVIE
MEDICAL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
|
11-2644611
|
(State
or other jurisdiction
|
(IRS
Employer Identification No.)
|
Of
incorporation or organization)
|
|
734
Walt Whitman Rd., Melville, New York 11747
(Address
of principal executive offices)
(631)
421-5452
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 ¨
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 the
Rule
12b-2 of the Exchange Act). YES ¨ NO x
The
number of shares of common stock, par value $0.001 per share, outstanding on
May 8, 2007 was 15,480,104.
-1-
BOVIE
MEDICAL CORPORATION
|
||
INDEX
TO FORM 10-Q
|
||
FOR
THE QUARTER ENDED MARCH 31, 2007
|
||
Contents
|
Page
|
|
Part
I:
|
Financial
Information
|
3
|
Item
1:
|
Consolidated
Financial Statements
|
|
Consolidated
Balance Sheets - March 31, 2007 and December
31,
2006
|
3
|
|
Consolidated
Statements of Operations for the Three Months
Ended
March 31, 2007 and 2006
|
4
|
|
Consolidated
Statements of Stockholders' Equity for the Year
Ended
December 31, 2006 and the Three Months Ended
March
31, 2007
|
5
|
|
Consolidated
Statements of Cash Flows for the Three Months
Ended
March 31, 2007 and 2006
|
6
|
|
Notes
to Consolidated Financial Statements
|
7
|
|
Item
2:
|
Management's
Discussion and Analysis of Financial Condition
and
Results of Operations
|
16
|
Item
3:
|
Quantitative
and Qualitative Disclosures About Market Risk
|
24
|
Item
4:
|
Controls
and Procedures
|
24
|
Part
II.
|
Other
Information
|
25
|
Item
1:
|
Legal
Proceedings
|
25
|
Item
1A:
|
Risk
Factors
|
25
|
Item
2:
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
25
|
Item
3:
|
Defaults
Upon Senior Securities
|
25
|
Item
4:
|
Submission
of Matters to a Vote of Security Holders
|
25
|
Item
5:
|
Other
Information
|
25
|
Item
6:
|
Exhibits
|
25
|
Signatures
|
26
|
-2-
PART
I.
FINANCIAL INFORMATION
ITEM
1:
CONSOLIDATED FINANCIAL STATEMENTS
BOVIE
MEDICAL CORPORATION
|
|||||||
CONSOLIDATED
BALANCE SHEETS
|
|||||||
MARCH
31, 2007 AND DECEMBER 31, 2006
|
|||||||
Assets
|
|||||||
(Unaudited)
|
(Audited)
|
||||||
March
31, 2007
|
December
31, 2006
|
||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
3,124,810
|
$
|
2,952,892
|
|||
Trade
accounts receivable, net of allowance for doubtful accounts of $167,446
and $87,217, respectively
|
2,739,616
|
2,817,557
|
|||||
Inventories
|
4,181,586
|
3,609,301
|
|||||
Prepaid
expenses
|
403,753
|
402,423
|
|||||
Deferred
tax asset
|
546,100
|
386,200
|
|||||
Total
current assets
|
10,995,865
|
10,168,373
|
|||||
Property
and equipment, net
|
3,372,083
|
3,217,020
|
|||||
Other
assets:
|
|||||||
Brand
name/trademark, net
|
1,509,662
|
1,509,662
|
|||||
Purchased
technology, net
|
1,525,213
|
1,529,330
|
|||||
License
rights, net
|
230,000
|
240,000
|
|||||
Deposits
|
21,215
|
21,215
|
|||||
Total
other assets
|
3,286,090
|
3,300,207
|
|||||
Total
Assets
|
$
|
17,654,038
|
$
|
16,685,600
|
|||
The
accompanying notes are an integral part of the consolidated financial
statements.
|
-3-
BOVIE
MEDICAL CORPORATION
|
|||||||
CONSOLIDATED
BALANCE SHEETS
|
|||||||
MARCH
31, 2007 AND DECEMBER 31, 2006
|
|||||||
(CONTINUED)
|
|||||||
Liabilities
and Stockholders' Equity
|
|||||||
(Unaudited)
|
(Audited)
|
||||||
March
31, 2007
|
December
31, 2006
|
||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
1,265,075
|
$
|
916,253
|
|||
Accrued
expenses and other liabilities
|
916,712
|
905,716
|
|||||
Customer
deposits
|
61,410
|
91,198
|
|||||
Deferred
revenue
|
88,335
|
173,986
|
|||||
Total
current liabilities
|
2,331,532
|
2,087,153
|
|||||
Liability
for purchased assets
|
418,150
|
418,150
|
|||||
Total
liabilities
|
2,749,682
|
2,505,303
|
|||||
Minority
interest
|
115,000
|
120,000
|
|||||
Stockholders'
equity:
|
|||||||
Preferred
stock, par value $.001; 10,000,000 shares
authorized;
none issued and outstanding
|
--
|
--
|
|||||
Common
stock par value $.001; 40,000,000 shares
authorized,
15,303,538 and 15,223,538 issued and
outstanding
on March 31, 2007 and December 31, 2006, respectively
|
15,304
|
15,224
|
|||||
Additional
paid in capital
|
22,253,208
|
22,104,416
|
|||||
Accumulated
deficit
|
(7,479,156
|
)
|
(8,059,343
|
)
|
|||
Total
stockholders' equity
|
14,789,356
|
14,060,297
|
|||||
Total
Liabilities and Stockholders' Equity
|
$
|
17,654,038
|
$
|
16,685,600
|
|||
The
accompanying notes are an integral part of the consolidated financial
statements.
|
-4-
BOVIE
MEDICAL CORPORATION
|
|||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
|||||||
FOR
THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
|
|||||||
(UNAUDITED)
|
|||||||
March
31, 2007
|
March
31, 2006
|
||||||
Sales
|
$
|
6,705,175
|
$
|
6,011,451
|
|||
Cost
of sales
|
4,222,431
|
3,705,292
|
|||||
Gross
profit
|
2,482,744
|
2,306,159
|
|||||
Other
costs and expenses:
|
|||||||
Research
and development
|
350,673
|
110,980
|
|||||
Professional
services
|
190,585
|
129,927
|
|||||
Salaries
and related costs
|
700,618
|
524,504
|
|||||
Selling,
general and administrative
|
822,937
|
822,387
|
|||||
Development
cost-joint venture
|
27,316
|
33,717
|
|||||
|
|||||||
Total
costs and expenses
|
2,092,129
|
1,621,515
|
|||||
Income
from operations
|
390,615
|
684,644
|
|||||
Interest
income, net
|
39,672
|
10,486
|
|||||
Income
before minority interest and income taxes
|
430,287
|
695,130
|
|||||
Minority
interest
|
5,000
|
5,000
|
|||||
Provision
for income tax
|
(189,996
|
)
|
(257,500
|
)
|
|||
Realized
benefit of tax loss carryforward
|
334,896
|
247,500
|
|||||
Net
income
|
$
|
580,187
|
$
|
690,130
|
|||
Earnings
per share
|
|||||||
Basic
|
$
|
0.04
|
$
|
0.05
|
|||
Diluted
|
$
|
0.03
|
$
|
0.04
|
|||
Weighted
average number of shares outstanding
|
15,288,638
|
14,156,497
|
|||||
Weighted
average number of shares outstanding adjusted for
dilutive
securities
|
17,844,626
|
16,602,713
|
|||||
The
accompanying notes are an integral part of the consolidated financial
statements.
|
-5-
BOVIE
MEDICAL CORPORATION
|
||||||||||||||||||||
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS’ EQUITY
|
||||||||||||||||||||
FOR
THE YEAR ENDED DECEMBER 31, 2006 AND THE PERIOD
|
||||||||||||||||||||
ENDED
MARCH 31, 2007
|
Additional
|
|||||||||||||||||||
Options
|
Common
|
Paid-in
|
Accumulated
|
||||||||||||||||
|
Outstanding
|
Shares
|
Par
Value
|
Capital
|
Deficit
|
Total
|
|||||||||||||
January
1, 2006
|
4,168,870
|
14,040,728
|
$
|
14,041
|
$
|
20,530,108
|
$
|
(10,742,549
|
)
|
$
|
9,801,600
|
||||||||
Options
granted
|
120,000
|
--
|
--
|
41,097
|
--
|
41,097
|
|||||||||||||
Options
exercised
|
(982,810
|
)
|
982,810
|
983
|
794,943
|
--
|
795,926
|
||||||||||||
Options
forfeited
|
(
102,360
|
)
|
--
|
--
|
--
|
--
|
--
|
||||||||||||
Stock
options issued to acquire assets
|
--
|
--
|
--
|
63,300
|
--
|
63,300
|
|||||||||||||
Stock
issued to acquire assets
|
--
|
200,000
|
200
|
674,968
|
--
|
675,168
|
|||||||||||||
Income
for the year
|
--
|
--
|
--
|
--
|
2,683,206
|
2,683,206
|
|||||||||||||
December
31, 2006
|
3,203,700
|
15,223,538
|
15,224
|
22,104,416
|
(8,059,343
|
)
|
14,060,297
|
||||||||||||
Options
exercised
|
(80,000
|
)
|
80,000
|
80
|
144,095
|
--
|
144,175
|
||||||||||||
Options
granted
|
145,000
|
--
|
--
|
4,468
|
--
|
4,468
|
|||||||||||||
Options
forfeited
|
(35,000
|
)
|
--
|
--
|
--
|
--
|
--
|
||||||||||||
Stock
options issued to acquire assets
|
--
|
--
|
--
|
229
|
--
|
229
|
|||||||||||||
Income
for the period
|
--
|
--
|
--
|
--
|
580,187
|
580,187
|
|||||||||||||
March
31, 2007
|
3,233,700
|
15,303,538
|
$
|
15,304
|
$
|
22,253,208
|
$
|
(7,479,156
|
)
|
$
|
14,789,356
|
||||||||
The accompanying notes are an integral part of the consolidated financial statements |
-6-
The
BOVIE
MEDICAL CORPORATION
|
|||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|||||||
FOR
THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006
|
|||||||
(UNAUDITED)
|
|||||||
2007
|
2006
|
||||||
Cash
flows from operating activities
|
|||||||
Net
income
|
$
|
580,187
|
$
|
690,130
|
|||
Adjustments
to reconcile net income to net cash
|
|||||||
provided
by operating activities:
|
|||||||
Depreciation
and amortization of property and
equipment
and intangible assets
|
127,617
|
126,774
|
|||||
Stock
based compensation
|
4,468
|
-
|
|||||
Minority
interest in net income
|
(5,000
|
)
|
(5,000
|
)
|
|||
Changes
in current assets and liabilities:
|
|||||||
Receivables
|
77,941
|
(117,171
|
)
|
||||
Inventories
|
(572,285
|
)
|
(281,761
|
)
|
|||
Prepaid
expenses
|
(1,330
|
)
|
51,935
|
||||
Deferred
tax asset
|
(159,900
|
)
|
--
|
||||
Accounts
payable
|
348,822
|
(25,086
|
)
|
||||
Accrued
expenses and other liabilities
|
10,996
|
266,115
|
|||||
Customer
deposits
|
(29,788
|
)
|
--
|
||||
Deferred
revenue
|
(85,651
|
)
|
(105,586
|
)
|
|||
Net
cash provided by operating activities
|
296,077
|
600,350
|
|||||
Cash
flows from investing activities
|
|||||||
Purchases
of property and equipment
|
(
268, 563
|
)
|
(
236,222
|
)
|
|||
Increase
in purchased technology
|
--
|
(
144,099
|
)
|
||||
Net
cash used in investing activities
|
(
268,563
|
)
|
(
380,321
|
)
|
|||
Cash
flows from financing activities
|
|||||||
Repayments
of long term debt
|
-
|
(7,909
|
)
|
||||
Common
shares issued
|
144,404
|
125,877
|
|||||
Net
cash provided by financing activities
|
144,404
|
117,968
|
|||||
Net
change in cash and cash equivalents
|
171,918
|
337,997
|
|||||
Cash
and cash equivalents, beginning of period
|
2,952,892
|
1,295,266
|
|||||
Cash
and cash equivalents, end of period
|
$
|
3,124,810
|
$
|
1,633,263
|
Cash
paid
during the three months ended March 31, 2007 and 2006:
Interest
paid
|
$
|
-
0 -
|
$
|
6,424
|
|||
Income
taxes
|
$
|
25,344
|
$
|
-0-
|
The
accompanying notes are an integral part of the consolidated financial
statements
-7-
BOVIE
MEDICAL CORPORATION
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
NOTE
1. INTERIM FINANCIAL INFORMATION
The
accompanying condensed consolidated financial statements have been prepared
in
accordance with accounting principles generally accepted in the United States
of
America (U.S.) for interim financial information and with the instructions
to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all
of the information necessary for a fair presentation of results of operations,
financial position, and cash flows in conformity with accounting principles
generally accepted in the U.S. In the opinion of management, the condensed
consolidated financial statements reflect all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of the
results of Bovie Medical Corporation and its subsidiaries (collectively, the
“Company” or “we”, “us”, “our”) for the periods presented. Operating results for
interim periods are not necessarily indicative of results that may be expected
for the fiscal year as a whole.
The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements. The reported
amounts of revenues and expenses during the reporting period may be affected
by
the estimates and assumptions management is required to make. Estimates that
are
critical to the accompanying consolidated financial statements relate
principally to the adequacy of our accounts receivable and inventory allowances,
the recoverability of long-lived assets and the valuation of our net deferred
income tax assets. The markets for the Company’s products are characterized by
intense price competition, rapid technological development, evolving standards
and short product life cycles, all of which could impact the future realization
of its assets. Estimates and assumptions are reviewed periodically and the
effects of revisions are reflected in the period that they are determined to
be
necessary. It is at least reasonably possible that the Company’s estimates could
change in the near term with respect to these matters.
For
further information, refer to the consolidated financial statements and notes
thereto included in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2006. Certain prior year amounts may have been reclassified to
conform to the presentation used in 2007.
NOTE
2. INVENTORIES
Inventories
are stated at the lower of cost or market. Cost is determined principally on
the
average cost method. Inventories at March 31, 2007 and December 31, 2006 were
as
follows:
|
March
31, 2007
|
December
31, 2006
|
|||||
Raw
materials
|
$
|
1,931,692
|
$
|
1,640,254
|
|||
Work
in process
|
1,562,740
|
1,351,540
|
|||||
Finished
goods
|
687,154
|
617,507
|
|||||
Total
|
$
|
4,181,586
|
$
|
3,609,301
|
-8-
NOTE
3. INTANGIBLE ASSETS
At
March
31, 2007 and December 31, 2006 intangible assets consisted of the
following:
|
March
31, 2007
|
December
31, 2006
|
|||||
Trade
name (life indefinite)
|
$
|
1,509,662
|
$
|
1,509,662
|
|||
Other
intangibles:
|
|||||||
License
rights (10 yr life)
|
$
|
400,000
|
$
|
400,000
|
|||
Less
accumulated amortization
|
(170,000
|
)
|
(160,000
|
)
|
|||
Net
carrying amount
|
$
|
230,000
|
$
|
240,000
|
|||
Purchased
technology (17 yr life)
|
$
|
1,805,977
|
$
|
1,805,864
|
|||
Less:
Accumulated amortization
|
(280,764
|
)
|
(276,534
|
)
|
|||
Net
carrying amount
|
$
|
1,525,213
|
$
|
1,529,330
|
|||
NOTE
4. NEW ACCOUNTING PRONOUNCEMENTS
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.
-9-
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, the Company is required to recognize an allocable portion
of compensation cost for all share-based payments granted prior to, but not
yet
vested on, January 1, 2006 (compensation costs are recognized as the awards
continue to vest), based on the grant-date fair value estimated in accordance
with the provisions of SFAS 123. Prior periods were not restated to reflect
the
impact of adopting the new standard. As of March
31,
2007,
there
was approximately $407,155 of total unrecognized compensation costs related
to
unvested options. That cost is expected to be recognized over a period
of
4 to 7 years.
The
weighted average grant date fair value of options granted during the three
months ended March
31,
2007
was
estimated on the grant date using the binomial lattice option-pricing model
with
the following assumptions: expected volatility of 26%, expected
term of 5 to 7 years, risk-free interest
rate of
5.5%, 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.
FIN
46(R) "Consolidation of Variable Interest Entities--an interpretation of ARB
No.
51"
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 period ended
March 31, 2007 and for the year ended December 31, 2006. The most significant
impact to our consolidated financial statements is to include the net intangible
assets of JAG (totaling $230,000 for the period ended March 31, 2007) and
minority interest of $115,000 as of March 31, 2007 in our balance sheets. The
impact of consolidating this joint venture did not have a material effect on
our
consolidated statements of net income or cash flows.
SFAS
No. 151 - Inventory Costs, an amendment of Accounting Research Bulletin No.
43,
Chapter 4
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” (“AS 151”)
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.
-10-
FSP
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
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 did not impact
the
Company’s consolidated earnings, financial position or cash flows for fiscal
year 2006. We are currently evaluating the effect that this deduction will
have
in 2007 and beyond.
SFAS
154 - Accounting Changes and Error Corrections--A Replacement of APB Opinion
No.
20 and FASB Statement No. 3
In
May
2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections,
-
a replacement of APB Opinion No. 20 and SFAS No. 3" (“FAS 154”). The Statement
established, 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 were effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
Early adoption was permitted for accounting changes and corrections of errors
made in fiscal years beginning after the date this Statement was issued. The
adoption of this Statement did not have a material impact on the Company's
consolidated financial position or result of operations.
SFAS
155 - Accounting for Certain Hybrid Financial Instruments - an amendment of
FASB
Statement Numbers 133 and 140
In
February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments - an amendment of SFAS No. 133 and No. 140" (“FAS 155”).
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.
SFAS
156 - Accounting for Servicing of Financial Assets - an amendment of FASB
Statement No. 140
In
March
2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial
Assets-an amendment of SFAS No. 140" (“FAS 156”). 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. Adoption of this Statement is not expected
to
have a material impact on the Company's consolidated financial position or
results of operations.
-11-
FIN
48 - Accounting for Uncertainty in Income Taxes - an Interpretation of FASB
Statement No. 109
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 tax 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. Adoption of this statement is not expected to have a material
impact on the Company's consolidated financial position or results of
operations.
SAB
108 - ‘Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements’
In
September 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB 108),
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements. SAB 108 provides guidance
on
the consideration of the effects of prior year unadjusted errors in quantifying
current year misstatements for the purpose of a materiality assessment. The
Statement is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of FASB Statement No. 157, Fair Value
Measurements. We have not yet determined what effect, if any, adoption of this
Statement will have on consolidated financial position or results of
operations.
SFAS
157 - Fair Value Measurement’
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements (“FAS
157”). This standard establishes a standard definition for fair value
establishes a framework under generally accepted accounting principles for
measuring fair value and expands disclosure requirements for fair value
measurements. This standard is effective for financial statements issued for
fiscal years beginning after November 15, 2007. Adoption of this statement
is
not expected to have a material effect on the Company’s consolidated financial
position or results of operations.
SFAS
158 - Employers’ Accounting for Defined Benefit Pension and Other Postretirement
Plans, an amendment of FASB Statement Nos. 87, 88, 106, and
132(R)
In
September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statement
Nos. 87, 88, 106, and 132(R), or (“ FAS 158”). This Statement requires an
employer that is a business entity and sponsors one or more single-employer
defined benefit plans to (a) recognize the funded status of a benefit
plan—measured as the difference between plan assets at fair value (with limited
exceptions) and the benefit obligation—in its statement of financial position;
(b) recognize, as a component of other comprehensive income, net of tax, the
gains or losses and prior service costs or credits that arise during the period
but are not recognized as components of net periodic benefit cost pursuant
to
FAS 87, Employers’ Accounting for Pensions, or FAS 106, Employers’ Accounting
for Postretirement Benefits Other Than Pensions; (c) measure defined benefit
plan assets and obligations as of the date of the employer’s fiscal year-end
statement of financial position (with limited exceptions); and (d) disclose
in
the notes to financial statements additional information about certain effects
on net periodic benefit cost for the next fiscal year that arise from delayed
recognition of the gains or losses, prior service costs or credits, and
transition assets or obligations. An employer with publicly traded equity
securities is required to initially recognize the funded status of a defined
benefit postretirement plan and to provide the required disclosures as of the
end of the fiscal year ending after December 15, 2006. Adoption of this
statement is not expected to have a material effect on the Company’s
consolidated financial position or results of operations.
-12-
SFAS
159 - The Fair Value Option for Financial Assets and Financial
Liabilities—Including an amendment of FASB Statement No.
115
In
February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of SFAS No. 115” (“FAS
159”). This Statement permits entities to choose to measure many financial
instruments and certain other items at fair value. Most of the provisions of
this Statement apply only to entities that elect the fair value option.
The
following are eligible items for the measurement option established by this
Statement:
1. |
Recognized
financial assets and financial liabilities
except:
|
a. |
An
investment in a subsidiary that the entity is required to
consolidate
|
b. |
An
interest in a variable interest entity that the entity is required
to
consolidate
|
c. |
Employers’
and plans’ obligations (or assets representing net over funded positions)
for pension benefits, other postretirement benefits (including health
care
and life insurance benefits), post employment benefits, employee
stock
option and stock purchase plans, and other forms of deferred compensation
arrangements.
|
d. |
Financial
assets and financial liabilities recognized under leases as defined
in
FASB Statement No. 13, Accounting for Leases.
|
e. |
Withdrawable
on demand deposit liabilities of banks, savings and loan associations,
credit unions, and other similar depository
institutions
|
f. |
Financial
instruments that are, in whole or in part, classified by the issuer
as a
component of shareholder’s equity (including “temporary equity”). An
example is a convertible debt security with a non-contingent beneficial
conversion feature.
|
2. |
Firm
commitments that would otherwise not be recognized at inception and
that
involve only financial instruments
|
3. |
Non-financial
insurance contracts and warranties that the insurer can settle by
paying a
third party to provide those goods or
services
|
4. |
Host
financial instruments resulting from separation of an embedded
non-financial derivative instrument from a non-financial hybrid
instrument.
|
-13-
The
fair
value option:
1. |
May
be applied instrument by instrument, with a few exceptions, such
as
investments otherwise accounted for by the equity
method
|
2. |
Is
irrevocable (unless a new election date
occurs)
|
3. |
Is
applied only to entire instruments and not to portions of
instruments.
|
The
Statement is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of FASB Statement No. 157, Fair Value
Measurements. Adoption of this statement is not expected to have a material
effect on the Company’s consolidated financial position or results of
operations.
NOTE
5. STOCKHOLDERS’ EQUITY
During
the three month period ended March 31, 2007, we issued 80,000 common shares
on
the exercise of employee and non-employee options. The issuance of the common
stock resulted in an increase in capital of $144,175.
NOTE
6. EARNINGS PER SHARE
We
compute basic earnings per share (“basic EPS”) by dividing net income by the
weighted average number of common shares outstanding for the reporting period.
Diluted earnings per share (“Diluted EPS”) gives effect to all dilutive
potential shares outstanding resulting from employee stock options during the
period. The following table sets forth the computation of basic and diluted
earnings per share for the three month periods ended March 31, 2007 and
2006.
March
31, 2007
|
March
31, 2006
|
||||||
Net
income
|
$
|
580,187
|
$
|
1,509,662
|
|||
Basic-weighted
average shares outstanding
|
15,288,638
|
14,156,497
|
|||||
Effect
of dilutive potential securities
|
2,555,988
|
2,446,216
|
|||||
Diluted
- weighted average shares outstanding
|
17,844,626
|
16,602,713
|
|||||
Basic
EPS
|
$
|
0.04
|
$
|
0.05
|
|||
Diluted
EPS
|
$
|
0.03
|
$
|
0.04
|
-14-
The
shares used in the calculation of Diluted EPS exclude options to purchase shares
where the exercise price was greater than the average market price of common
shares during the quarter. Such shares aggregated 130,000 and 470,000 in the
three months ended March 31, 2007 and 2006, respectively.
NOTE
7 - INCOME TAXES
At
December 31, 2006, the Company had a net deferred income tax asset of
approximately $386,000; a significant portion of which arose from net operating
loss carry forwards. During the quarter ended March 31, 2007, the Company has
recorded the following entries:
§ |
An
entry to eliminate substantially all of its provision for income
taxes and
reduce the deferred income tax asset for approximately $176,000
representing the benefit of the utilization of a portion of its net
operating loss carryforwards during the quarter.
|
§ |
An
entry to increase its deferred income tax asset and recognize an
additional benefit for income taxes for approximately $335,000 as
a result
of management’s periodic assessment of the valuation allowance related to
a portion of its deferred income tax asset arising from net operating
loss
carryforwards. For various reasons, management believes that some
risk
exists that certain of its net operating loss carryforwards may not
be
utilized and accordingly, a portion of the related deferred income
tax
asset arising from such carryforwards has been reduced by a valuation
allowance.
|
NOTE
8. SUBSEQUENT EVENT
On
April
30, 2007 we acquired the remaining 50% interest in our J-Plasma co-venture
for
total consideration of $500,000 (of which $200,000 is to be held in escrow
for
two years), resulting in the Company having 100% ownership of the medical device
technology. The technology utilizes a gas ionization process producing a stable
thin focused beam of ionized gas that can be controlled in a wide range of
temperatures and intensities, providing the surgeon greater precision, minimal
invasiveness and an absence of conductive currents during surgery. Recent
engineering improvements include increases in power and efficiency and component
miniaturization, making manufacturing easier and less costly. Production
prototypes have been developed for testing purposes. Intended areas of use
include veterinary medicine and dermatology. Other possible uses contemplated
are in gastroenterology, gynecology, urology and cosmetology.
-15-
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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 85% of total revenues in the first three months of 2007
as
compared to 87% in the first quarter of 2006. 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 the first
quarter 2007and 2006, revenues from Arthrex, Inc., represented 18% and 21%
of
our revenues, respectively. For the first three months of 2007 Medtronic, Inc.
revenues represented 15% of our total revenues. No other single end customer
accounted for more than 10% of our revenues for the three months ended March
31,
2007.
International
sales represented 15% of total revenues for the first quarter of 2007 as
compared to 13% for the same period in 2006. 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 or branch offices other than
the
Florida and Canadian facilities. We sell our products to distributors that
distribute them in over 40 countries worldwide. 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 electro surgery is underway. This direction is expected to
generate greater sales and higher operating margins, which, over the long term,
should result in improved earnings.
Planning
ahead, Bovie Canada represents our enthusiasm in the future. Moving forward,
management anticipates that the MEG and Polaris™ hand held product lines will
considerably increase future revenues. Additional new products in electro
surgery 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 electro surgery
products are slated for other large niche markets.
As
a
result of costs relating to our Canada facility, over the short term, we have
experienced an impact to our bottom line in the first quarter of 2007; 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.
-16-
Forecasting
is admittedly a difficult task and it has always been our policy to adopt a
conservative approach. However, as always, our commitment is not just to sustain
our level of growth but also to accelerate it in future years.
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.
Result
of Operations (to be read in conjunction with the consolidated statements of
operations)
The
table
below outlines the components of the consolidated statements of operations
as a
percentage of net sales and the year-to-year percentage change in dollar
amounts:
Analysis
of Quarters Ended March 31, 2007 and 2006
Percentage
change in
|
||||||||||
Dollar
amounts
|
||||||||||
2007
|
2006
|
2007/2006
|
||||||||
|
%
|
%
|
%
|
|||||||
Sales
|
100.0
|
100.0
|
11.5
|
|||||||
Cost
of sales
|
63.0
|
61.6
|
14.0
|
|||||||
Gross
profit
|
37.0
|
38.4
|
7.7
|
|||||||
|
|
|
||||||||
Other
costs:
|
|
|
||||||||
Research
and development
|
5.2
|
1.8
|
216.0
|
|||||||
Professional
services
|
2.8
|
2.2
|
46.7
|
|||||||
Salaries
and related costs
|
10.4
|
8.7
|
33.6
|
|||||||
Selling,
general and administrative
|
12.3
|
13.7
|
0.1
|
|||||||
Development
cost-joint venture
|
0.4
|
0.6
|
(
19.0 )
|
|
||||||
Total
other costs
|
31.2
|
27.0
|
29.0
|
|||||||
Income
from operations
|
5.8
|
11.4
|
(
42.9 )
|
|
||||||
Interest
income, net
|
0.6
|
0.2
|
278.3
|
|||||||
Income
before minority interest and income tax
|
6.4
|
11.6
|
(
38.1 )
|
|
||||||
Minority
interest
|
0.1
|
(
0.1 )
|
|
0.0
|
||||||
Provision
for income tax
|
(
2.8 )
|
|
(
4.3 )
|
|
(
26.2 )
|
|
||||
Realized
benefit of tax loss carryforward
|
5.0
|
4.1
|
35.3
|
|||||||
Net
earnings
|
8.7
|
11.5
|
(
15.9 )
|
|
||||||
-17-
The
table below sets forth domestic/international and product line sales
information for the first quarter of 2007 and 2006.
|
|||||||||||||
Net
Sales (in thousands)
|
Percentage
change
|
Increase/
|
|||||||||||
2007
|
2006
|
2007/2006
|
(Decrease)
|
||||||||||
Domestic/international
sales:
|
|||||||||||||
Domestic
|
$
|
5,708
|
$
|
5,230
|
9.1
|
$
|
478
|
||||||
International
|
997
|
781
|
27.6
|
216
|
|||||||||
Total
net sales
|
$
|
6,705
|
$
|
6,011
|
11.5
|
$
|
694
|
||||||
Product
line sales:
|
|||||||||||||
Electrosurgical
|
$
|
4,654
|
$
|
3,824
|
21.7
|
$
|
830
|
||||||
Cauteries
|
1,461
|
1,347
|
8.4
|
114
|
|||||||||
Other
|
590
|
840
|
(
29.7
|
)
|
(250
|
)
|
|||||||
Total
net sales
|
$
|
6,705
|
$
|
6,011
|
11.5
|
$
|
694
|
2007
Compared with 2006
The
results of operations for the three months ended March 31, 2007 show increased
sales but a decrease in net income, as compared to the first three months of
2006. Sales of electrosurgical products increased by 21.7% or $0.83 million
compared to the first quarter period of 2006 while sales of cauteries increased
by 8.4% from $1.35 million to $1.46 million. Other sales decreased by 29.7%
from
$0.85 million to $0.59 million. This decrease was mainly the result of a
decrease in contracted development services revenue as OEM developed products
went into production. No sales of one particular electrosurgical product
dominated the number of units sold.
Arthrex
sales of generators and accessories decreased $0.1 million or 4.6% to $1.2
million in the first quarter of 2007 from $1.3 million in the first quarter
of
2006.
Domestic
sales were $5.7 million for first quarter 2007, representing an increase of
9.1%
from the same period last year. International sales were $1.0 million for the
first quarter of 2007, representing an increase of 27.6% over the same period
2006.
Cost
of
sales represented 63.0% of sales in the first quarter of 2007 as compared to
61.6% of sales in the first quarter of 2006, a total of $4.2 million and $3.7
million, respectively, an increase of $0.5 million. The reason for the increase
in cost of sales percentage was due to an increase of 3.5% in indirect costs
coupled with an increase in material cost of 1.7%.
-18-
Research
and development expenses were 5.2% and 1.8% of sales for the first quarters
of
2007 and 2006, respectively. These expenses increased 216.0% in 2007 to
$350,673, an increase over the corresponding period of 2006 of $239,693. This
increase is largely due to costs related to our new Canadian facility, annual
salary increases, and Icon GI final program testing. New products under
development are the modular forceps instruments, plasma technology, GI device
and various improvements to our line of electrosurgical generators.
Professional
services increased from $129,927 in the first quarter of 2006 to $190,585 in
the
first quarter of 2007, an increase of $60,658 or 46.7%. The company had an
increase in legal costs related to the development of additional manufacturing
and development contracts and patent related filings for the quarter ended
March
31, 2007 compared to the previous year’s first quarter.
Administrative
and sales salaries and related costs increased in the first quarter of 2007
by
33.6% to $0.7 million as compared to the first quarter of 2006 at $0.52 million.
The increase was mainly attributable to additional employees needed to foster
the growth of the company in various areas coupled with annual salary
increases.
Selling,
general and administrative expenses decreased as a percentage of sales by 1.4%
for the first quarter of 2007 as compared to the first quarter of 2006, but
increased minimally in dollars in the amount of $804 to a total of $822,937
for
first quarter 2007 from $822,387 for the same period in 2006.
Net
interest earned increased by $29,186 during the first quarter of 2007 when
compared to the first quarter of 2006 primarily as a result of our higher cash
balances being invested and yielding higher interest rates.
The
effective income tax rate was 44% in the first quarter of 2007 and the first
quarter of 2006. There was also a tax loss carryover benefit of 35.6 % for
both
the first quarter of 2007 and for the first quarter of 2006. The difference
between the income tax and the tax loss carryover benefit for the first quarter
of 2007 and 2006 is $15,000 and $10,000 respectively, an estimated amount for
the AMT (alternative minimum tax). These provisions were offset by benefits
we
recognized for utilization and/or anticipated utilization of net operating
loss
carryforwards of approximately $335,000 and $247,500 during the respective
quarters ended March 31, 2007 and 2006.
Diluted
net earnings decreased $0.01 to $0.03 per share or $580,187 in the first quarter
of 2007 as compared to $690,130 or $0.04 per share in the first quarter of
2006.
Marketing
and Sales
We
sell
our products through distributors both overseas and in U.S. markets. New
distributors are contacted through responses to our advertising in domestic
and
international medical journals and domestic or international trade
shows.
We
have
agreements 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
the
first quarter of 2007 and 2006, commissions paid were $134,263 and $125,764
respectively, an increase of 4.6%.
-19-
An
adequate supply of raw materials is available from both domestic and
international suppliers. The relationship between us and our suppliers 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 million credit
facility with a local commercial bank. This facility is payable on demand and
expires on May 2, 2009. For the period ended March 31, 2007, we had zero funds
drawn down on this credit facility.
Our
ten
largest customers accounted for approximately 71.2% of net revenues for the
first quarter of 2007 as compared to 71.6% in the same period of 2006. For
both
periods ended March 31, 2007 and 2006, our ten largest trade receivables
accounted for approximately 73% and 63% of outstanding receivables,
respectively. In the first quarter of 2007 and 2006 one customer accounted
for
18% and 21% of total sales, respectively, and another customer accounted for
15%
and 7%, respectively.
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 Florida
and
Canadian manufacturing locations 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 2006 and into 2007 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 the third quarter of 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 2006, 2005 and 2004 we received income of $100,000 in each of
these
years, from the licensing.
-20-
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 a 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.
Liquidity
and Capital Resources
Our
working capital at March 31, 2007 increased $0.6 million to $8.7 million from
$8.1 million at December 31, 2006. The increase in working capital was primarily
a result of cash provided from operating activities. Accounts payable and other
accrued liabilities together increased $0.4 million in the first three months
of
2007 as a result of the growth in the business. Accounts receivable day sales
outstanding were 41.0 days and 45.7 days at March 31, 2007 and March 31, 2006
respectively.
We
generated cash from operations of $0.37 million for the three months ended
March
31, 2007 compared with generating cash to operations of $0.60 million in the
same period of 2006. The decrease in cash from operations for the period ended
March 31, 2007 compared to the prior year is primarily due to the increase
in
inventory.
In
the
first three months ended March 31, 2007 we used $0.27 million for the purchase
of fixed assets.
We
had
$3.1 million in cash and cash equivalents at March 31, 2007. 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, other capital expenditures and future acquisitions to supplement
our current product offerings. Should additional funds be required, we have
$1.5
million of borrowing capacity available under our existing credit facility,
which currently expires on May 2, 2009.
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):
|
As
of March 31,
|
|
Payment
Period
|
|
||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
||||||||||||
Operating
leases
|
164
|
169
|
28
|
28
|
2
|
|||||||||||
Unconditional
purchase obligations
|
3,333
|
1,111
|
-0-
|
-0-
|
-0-
|
-21-
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 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
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.
-22-
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.
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.
In
addition, we have recognized deferred income tax assets for a portion of our
net
operating loss carryforwards that we anticipate utilizing in the future. The
utilization of these net operating loss carryforwards will require that we
generate net income of at least $1,000,000 before the carryforwards expire.
In
addition, there could be additional benefits recognized in the future if it
becomes more than likely we will generate net income in excess of such amount.
-23-
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.
ITEM
3. Quantitative
and Qualitative Disclosures About Market Risk
Interest
rate 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 March 31, 2007, 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.
Foreign
Currency Risk
Although
we have a foreign subsidiary located in Canada, our transactions outside our
functional currency are minimal and not a material financial risk.
ITEM
4. CONTROLS AND PROCEDURES
(a)
Evaluation of disclosure controls and procedures
An
evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)] as of March 31, 2007 was carried out under the supervision and
with the participation of the Company’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 the
Company’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
were no changes to the Company’s internal control over financial reporting
during the quarter ended March 31, 2007 that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
-24-
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
There
were no legal proceedings during the quarterly period ended March 31, 2007
that
could have a material effect on our financial position.
ITEM
1A. RISK FACTORS
There
have been no material changes to the Risk Factors previously disclosed in our
Form 10K for the year ended December 31, 2006, in response to Item 1A to Part
1
of Form 10K.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
None
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM
5. OTHER INFORMATION
(a) The
Company filed a Form 510-K application, which has since been approved, with
the
Food and Drug Administration (FDA) for its “In-a-Flash” Suture Removal Device
which is designed to remove sutures with a tension free cut. This device is
to
be utilized in various human and animal medical procedures.
The
Company has received 510-K approval to market its ICON GI and modular
laparoscopic instruments.
(b) Since
our
last proxy statement disseminated to our shareholders in connection with our
last annual meeting of shareholders held on September 14, 2006, there have
been
no changes in the procedures by which our security holders or 5% holders may
recommend nominees to our Board of Directors.
ITEM
6. EXHIBITS
31.1
|
Certifications
of Andrew Makrides, President and Chief Executive Officer of Registrant
pursuant to Rule 13a-14 adopted under the Securities Exchange Act
of 1934,
as amended, and Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
Certifications
of Gary D. Pickett, Chief Financial Officer of Registrant pursuant
to Rule
13a-14 adopted under the Securities Exchange Act of 1934, as amended,
and
Section 302 of the Sarbanes-Oxley act of 2002.
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002.
|
-25-
SIGNATURES:
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Bovie
Medical Corporation.
(Registrant)
Date:
May
15, 2007
/s/Andrew
Makrides
Chief
Executive Officer - Andrew Makrides
/s/Gary
D. Pickett
Chief
Financial Officer- Gary D. Pickett
-26-