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-
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