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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bovie Medical Corp. | AMEX:BVX | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.48 | 0.00 | 01:00:00 |
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ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2016
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or
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o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _____ to _____
|
Commission File Number: 0-12183
|
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BOVIE MEDICAL CORPORATION
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(Exact name of registrant as specified in its charter)
|
Delaware
|
|
11-2644611
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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Title of each Class
|
|
Name of each Exchange on which registered
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Common Stock, $.001 Par Value
|
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NYSE MKT Market
|
Large accelerated filer
|
o
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Accelerated filer
|
o
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Non-accelerated filer
|
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
|
ý
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Part I
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Page
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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Part II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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Part III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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Part IV
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Item 15
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Signatures
|
|
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|
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•
|
A detailed description of the methods, facilities and controls used to manufacture the device and proposed labeling.
|
•
|
the regulatory approvals of our new products are delayed or we are required to conduct further research and development of our products prior to receiving regulatory approval;
|
•
|
we are unable to build a sales and marketing group to successfully launch and sell our new products;
|
•
|
we are unable to raise the additional funds needed to successfully develop and commercialize our products or acquire additional products for growth;
|
•
|
we are required to allocate available funds to litigation matters;
|
•
|
we are unable to manufacture the quantity of product needed in accordance with current good manufacturing practices to meet market demand, or at all;
|
•
|
our product is determined to be ineffective or unsafe following approval and is removed from the market or we are required to perform additional research and development to further prove the safety and effectiveness of the product before re-entry into the market;
|
•
|
competition from other products or technologies prevents or reduces market acceptance of our products;
|
•
|
we do not have and cannot obtain the intellectual property rights needed to manufacture or market our products without infringing on another company’s patents; or
|
•
|
we are unsuccessful in defending against patent infringement or other intellectual property rights, claims that could be brought against us, our products or technologies;
|
|
2016
|
|
2015
|
||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||
4th Quarter
|
5.55
|
|
|
3.50
|
|
|
2.19
|
|
|
1.77
|
|
3rd Quarter
|
5.21
|
|
|
1.68
|
|
|
2.80
|
|
|
1.95
|
|
2nd Quarter
|
1.97
|
|
|
1.56
|
|
|
3.59
|
|
|
2.35
|
|
1st Quarter
|
2.44
|
|
|
1.60
|
|
|
4.01
|
|
|
2.20
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(a) |
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(b) |
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
(c) |
||||
Equity compensation plans approved by security holders
|
2,019,922
|
|
|
$
|
2.19
|
|
|
730,078
|
|
Equity compensation plans not approved by security holders
(1)
|
1,732,287
|
|
|
$
|
4.03
|
|
|
—
|
|
Total
|
3,752,209
|
|
|
$
|
3.04
|
|
|
730,078
|
|
|
December 31,
|
|||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|||||
Bovie Medical Corporation
|
100.00
|
|
|
88.84
|
|
|
152.06
|
|
|
86.77
|
|
|
148.34
|
|
S&P 500 Index
|
100.00
|
|
|
129.60
|
|
|
144.36
|
|
|
143.31
|
|
|
156.97
|
|
S&P 500 Health Care Index
|
100.00
|
|
|
138.74
|
|
|
171.07
|
|
|
179.98
|
|
|
172.13
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Sales
|
$
|
36,627
|
|
|
$
|
29,520
|
|
|
$
|
27,681
|
|
|
$
|
23,660
|
|
|
$
|
27,671
|
|
Cost of sales
|
18,712
|
|
|
16,963
|
|
|
18,689
|
|
|
14,462
|
|
|
16,338
|
|
|||||
Gross profit
|
17,915
|
|
|
12,557
|
|
|
8,992
|
|
|
9,198
|
|
|
11,333
|
|
|||||
Other costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
2,618
|
|
|
2,160
|
|
|
1,416
|
|
|
1,260
|
|
|
1,329
|
|
|||||
Professional services
|
1,486
|
|
|
1,484
|
|
|
1,016
|
|
|
1,835
|
|
|
1,439
|
|
|||||
Salaries and related costs
|
9,038
|
|
|
7,482
|
|
|
5,723
|
|
|
3,992
|
|
|
3,178
|
|
|||||
Selling, general and administrative
|
8,565
|
|
|
8,417
|
|
|
6,686
|
|
|
5,777
|
|
|
4,341
|
|
|||||
Total other costs and expenses
|
21,707
|
|
|
19,543
|
|
|
14,841
|
|
|
12,864
|
|
|
10,287
|
|
|||||
(Loss) income from operations
|
(3,792
|
)
|
|
(6,986
|
)
|
|
(5,849
|
)
|
|
(3,666
|
)
|
|
1,046
|
|
|||||
Interest expense, net
|
(158
|
)
|
|
(158
|
)
|
|
(151
|
)
|
|
(237
|
)
|
|
(232
|
)
|
|||||
Investor warrants issuance cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(664
|
)
|
|
—
|
|
|||||
Fee associated with refinance
|
—
|
|
|
—
|
|
|
—
|
|
|
(543
|
)
|
|
—
|
|
|||||
Change in fair value of derivative liabilities, net
|
64
|
|
|
1,799
|
|
|
(7,285
|
)
|
|
(842
|
)
|
|
20
|
|
|||||
Total other (expense) income, net
|
(94
|
)
|
|
1,641
|
|
|
(7,436
|
)
|
|
(2,286
|
)
|
|
(212
|
)
|
|||||
(Loss) income before income taxes
|
(3,886
|
)
|
|
(5,345
|
)
|
|
(13,285
|
)
|
|
(5,952
|
)
|
|
834
|
|
|||||
Income tax expense (benefit)
|
64
|
|
|
25
|
|
|
3,997
|
|
|
(1,613
|
)
|
|
217
|
|
|||||
Net (loss) income
|
$
|
(3,950
|
)
|
|
$
|
(5,370
|
)
|
|
$
|
(17,282
|
)
|
|
$
|
(4,339
|
)
|
|
$
|
617
|
|
Accretion on convertible preferred stock
|
—
|
|
|
(222
|
)
|
|
(932
|
)
|
|
(39
|
)
|
|
—
|
|
|||||
Gain on conversion of warrants and preferred shares, net
|
—
|
|
|
13,956
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deemed dividend on conversion beneficial conversion feature
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,616
|
)
|
|
—
|
|
|||||
Net (loss) income attributable to common shareholders
|
$
|
(3,950
|
)
|
|
$
|
8,364
|
|
|
$
|
(18,214
|
)
|
|
$
|
(6,994
|
)
|
|
$
|
617
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Loss) income per share attributable to common shareholders
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(0.14
|
)
|
|
$
|
0.34
|
|
|
$
|
(1.03
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
0.04
|
|
Diluted
|
$
|
(0.15
|
)
|
|
$
|
0.24
|
|
|
$
|
(1.03
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and restricted cash
|
$
|
15,235
|
|
|
$
|
12,644
|
|
|
$
|
6,632
|
|
|
$
|
7,924
|
|
|
$
|
4,162
|
|
Working capital
|
$
|
21,267
|
|
|
$
|
17,921
|
|
|
$
|
11,599
|
|
|
$
|
16,910
|
|
|
$
|
14,322
|
|
Total assets
|
$
|
35,110
|
|
|
$
|
31,448
|
|
|
$
|
24,833
|
|
|
$
|
33,176
|
|
|
$
|
28,183
|
|
Long-term liabilities
|
$
|
3,615
|
|
|
$
|
3,923
|
|
|
$
|
16,373
|
|
|
$
|
8,934
|
|
|
$
|
3,366
|
|
Total stockholders' equity
|
$
|
26,223
|
|
|
$
|
23,404
|
|
|
$
|
1,504
|
|
|
$
|
19,071
|
|
|
$
|
22,895
|
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Sales by Product Line
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Electrosurgical
|
$
|
20,901
|
|
|
$
|
17,558
|
|
|
19.0
|
%
|
|
$
|
17,558
|
|
|
$
|
16,706
|
|
|
5.1
|
%
|
Cauteries
|
7,101
|
|
|
6,886
|
|
|
3.1
|
%
|
|
6,886
|
|
|
6,896
|
|
|
(0.1
|
)%
|
||||
Other
|
8,625
|
|
|
5,076
|
|
|
69.9
|
%
|
|
5,076
|
|
|
4,079
|
|
|
24.4
|
%
|
||||
Total
|
$
|
36,627
|
|
|
$
|
29,520
|
|
|
24.1
|
%
|
|
$
|
29,520
|
|
|
$
|
27,681
|
|
|
6.6
|
%
|
Sales by Domestic and International
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic
|
$
|
32,050
|
|
|
$
|
24,540
|
|
|
30.6
|
%
|
|
$
|
24,540
|
|
|
$
|
23,313
|
|
|
5.3
|
%
|
International
|
4,577
|
|
|
4,980
|
|
|
(8.1
|
)%
|
|
4,980
|
|
|
4,368
|
|
|
14.0
|
%
|
||||
Total
|
$
|
36,627
|
|
|
$
|
29,520
|
|
|
24.1
|
%
|
|
$
|
29,520
|
|
|
$
|
27,681
|
|
|
6.6
|
%
|
Sales by Operating Segment
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Core
|
$
|
27,808
|
|
|
$
|
26,098
|
|
|
6.6
|
%
|
|
$
|
26,098
|
|
|
$
|
24,322
|
|
|
7.3
|
%
|
OEM
|
5,328
|
|
|
2,116
|
|
|
151.8
|
%
|
|
2,116
|
|
|
3,150
|
|
|
(32.8
|
)%
|
||||
Growth
|
3,491
|
|
|
1,306
|
|
|
167.3
|
%
|
|
1,306
|
|
|
209
|
|
|
524.9
|
%
|
||||
Total
|
$
|
36,627
|
|
|
$
|
29,520
|
|
|
24.1
|
%
|
|
$
|
29,520
|
|
|
$
|
27,681
|
|
|
6.6
|
%
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Cost of sales
|
$
|
18,712
|
|
|
$
|
16,963
|
|
|
10.3
|
%
|
|
$
|
16,963
|
|
|
$
|
18,689
|
|
|
(9.2
|
)%
|
Percentage of revenue
|
51.1
|
%
|
|
57.5
|
%
|
|
|
|
|
57.5
|
%
|
|
67.5
|
%
|
|
|
|
Gross profit
|
$
|
17,915
|
|
|
$
|
12,557
|
|
|
42.7
|
%
|
|
$
|
12,557
|
|
|
$
|
8,992
|
|
|
39.6
|
%
|
Percentage of revenue
|
48.9
|
%
|
|
42.5
|
%
|
|
6.4
|
%
|
|
42.5
|
%
|
|
32.5
|
%
|
|
10.0
|
%
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Research and Development expense
|
$
|
2,618
|
|
|
$
|
2,160
|
|
|
21.2
|
%
|
|
$
|
2,160
|
|
|
$
|
1,416
|
|
|
52.5
|
%
|
Percentage of revenue
|
7.1
|
%
|
|
7.3
|
%
|
|
|
|
|
7.3
|
%
|
|
5.1
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Professional services expense
|
$
|
1,486
|
|
|
$
|
1,484
|
|
|
0.1
|
%
|
|
$
|
1,484
|
|
|
$
|
1,016
|
|
|
46.0
|
%
|
Percentage of revenue
|
4.1
|
%
|
|
5.0
|
%
|
|
|
|
|
5.0
|
%
|
|
3.7
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Salaries and related expenses
|
$
|
9,038
|
|
|
$
|
7,482
|
|
|
20.8
|
%
|
|
$
|
7,482
|
|
|
$
|
5,723
|
|
|
30.7
|
%
|
Percentage of revenue
|
24.7
|
%
|
|
25.3
|
%
|
|
|
|
|
25.3
|
%
|
|
20.7
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
SG&A Expense
|
$
|
8,565
|
|
|
$
|
8,417
|
|
|
1.8
|
%
|
|
$
|
8,417
|
|
|
$
|
6,686
|
|
|
25.9
|
%
|
Percentage of revenue
|
23.4
|
%
|
|
28.5
|
%
|
|
|
|
|
28.5
|
%
|
|
24.2
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|
Year Ended December 31,
|
|
|
||||||||||||||
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Interest expense, net
|
$
|
(158
|
)
|
|
$
|
(158
|
)
|
|
—
|
%
|
|
$
|
(158
|
)
|
|
$
|
(151
|
)
|
|
4.6
|
%
|
Percentage of revenue
|
(0.4
|
)%
|
|
(0.5
|
)%
|
|
|
|
|
(0.5
|
)%
|
|
(0.5
|
)%
|
|
|
|
||||
Change in fair value of derivative liabilities, net
|
$
|
64
|
|
|
$
|
1,799
|
|
|
(96.4
|
)%
|
|
$
|
1,799
|
|
|
$
|
(7,285
|
)
|
|
(124.7
|
)%
|
Percentage of revenue
|
0.2
|
%
|
|
6.1
|
%
|
|
|
|
6.1
|
%
|
|
(26.3
|
)%
|
|
|
|
Page
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
14,456
|
|
|
$
|
11,805
|
|
Restricted cash
|
779
|
|
|
839
|
|
||
Trade accounts receivable, net
|
4,733
|
|
|
2,925
|
|
||
Inventories, net
|
6,158
|
|
|
5,957
|
|
||
Prepaid expenses and other current assets
|
413
|
|
|
516
|
|
||
Total current assets
|
26,539
|
|
|
22,042
|
|
||
Property and equipment, net
|
6,449
|
|
|
6,810
|
|
||
Brand name and trademark
|
1,510
|
|
|
1,510
|
|
||
Purchased technology and license rights, net
|
215
|
|
|
323
|
|
||
Goodwill
|
185
|
|
|
185
|
|
||
Deposits
|
109
|
|
|
123
|
|
||
Deferred tax asset
|
—
|
|
|
25
|
|
||
Other assets
|
103
|
|
|
430
|
|
||
Total assets
|
$
|
35,110
|
|
|
$
|
31,448
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
1,606
|
|
|
$
|
1,214
|
|
Accrued payroll
|
419
|
|
|
321
|
|
||
Accrued vacation
|
404
|
|
|
228
|
|
||
Current portion of mortgage note payable
|
239
|
|
|
239
|
|
||
Accrued and other liabilities
|
2,604
|
|
|
2,119
|
|
||
Total current liabilities
|
5,272
|
|
|
4,121
|
|
||
Mortgage note payable, net of current portion
|
2,694
|
|
|
2,934
|
|
||
Note payable
|
140
|
|
|
140
|
|
||
Deferred rents
|
14
|
|
|
18
|
|
||
Deferred tax liability
|
564
|
|
|
564
|
|
||
Derivative liabilities
|
203
|
|
|
267
|
|
||
Total liabilities
|
8,887
|
|
|
8,044
|
|
||
Commitments and Contingencies (see Notes 9 and 11)
|
|
|
|
||||
|
|
|
|
||||
Series A 6% convertible preferred stock, par value $0.001; 3,500,000 shares authorized, zero issued and outstanding as of December 31, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
||
STOCKHOLDERS' EQUITY
|
|
|
|
||||
Series B convertible preferred stock, $0.001 par value; 3,588,139 authorized and 975,639 issued and outstanding as of December 31, 2016 and 3,588,139 authorized and 1,975,639 issued and outstanding as of December 31, 2015, respectively
|
1
|
|
|
2
|
|
||
Common stock, $0.001 par value; 40,000,000 shares authorized; 31,002,832 issued and 30,859,753 outstanding as of December 31, 2016 and 27,194,251 issued and 27,051,172 outstanding as of December 31, 2015, respectively
|
31
|
|
|
27
|
|
||
Additional paid-in capital
|
49,625
|
|
|
42,859
|
|
||
Accumulated deficit
|
(23,434
|
)
|
|
(19,484
|
)
|
||
Total stockholders' equity
|
26,223
|
|
|
23,404
|
|
||
Total liabilities and stockholders' equity
|
$
|
35,110
|
|
|
$
|
31,448
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Sales
|
$
|
36,627
|
|
|
$
|
29,520
|
|
|
$
|
27,681
|
|
Cost of sales
|
18,712
|
|
|
16,963
|
|
|
18,689
|
|
|||
Gross profit
|
17,915
|
|
|
12,557
|
|
|
8,992
|
|
|||
Other costs and expenses:
|
|
|
|
|
|
||||||
Research and development
|
2,618
|
|
|
2,160
|
|
|
1,416
|
|
|||
Professional services
|
1,486
|
|
|
1,484
|
|
|
1,016
|
|
|||
Salaries and related costs
|
9,038
|
|
|
7,482
|
|
|
5,723
|
|
|||
Selling, general and administrative
|
8,565
|
|
|
8,417
|
|
|
6,686
|
|
|||
Total other costs and expenses
|
21,707
|
|
|
19,543
|
|
|
14,841
|
|
|||
Loss from operations
|
(3,792
|
)
|
|
(6,986
|
)
|
|
(5,849
|
)
|
|||
Interest expense, net
|
(158
|
)
|
|
(158
|
)
|
|
(151
|
)
|
|||
Change in fair value of derivative liabilities, net
|
64
|
|
|
1,799
|
|
|
(7,285
|
)
|
|||
Total other (expense) income, net
|
(94
|
)
|
|
1,641
|
|
|
(7,436
|
)
|
|||
Loss before income taxes
|
(3,886
|
)
|
|
(5,345
|
)
|
|
(13,285
|
)
|
|||
Income tax expense
|
64
|
|
|
25
|
|
|
3,997
|
|
|||
Net loss
|
$
|
(3,950
|
)
|
|
$
|
(5,370
|
)
|
|
$
|
(17,282
|
)
|
Accretion on convertible preferred stock
|
—
|
|
|
(222
|
)
|
|
(932
|
)
|
|||
Gain on conversion of warrants and preferred shares, net
|
—
|
|
|
13,956
|
|
|
—
|
|
|||
Net (loss) income attributable to common shareholders
|
$
|
(3,950
|
)
|
|
$
|
8,364
|
|
|
$
|
(18,214
|
)
|
|
|
|
|
|
|
||||||
(Loss) income per share attributable to common shareholders
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.14
|
)
|
|
$
|
0.34
|
|
|
$
|
(1.03
|
)
|
Diluted
|
$
|
(0.15
|
)
|
|
$
|
0.24
|
|
|
$
|
(1.03
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of shares outstanding - basic
|
27,433
|
|
|
24,333
|
|
|
17,756
|
|
|||
Weighted average number of shares outstanding - dilutive
|
27,449
|
|
|
27,747
|
|
|
17,756
|
|
|
Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Total
|
||||||||||||
Balance
December 31, 2013 |
—
|
|
|
$
|
—
|
|
|
17,684
|
|
|
$
|
18
|
|
|
$
|
28,687
|
|
|
$
|
(9,634
|
)
|
|
$
|
19,071
|
|
Options exercised
|
—
|
|
|
—
|
|
|
107
|
|
|
—
|
|
|
232
|
|
|
—
|
|
|
232
|
|
|||||
Warrants exercised
|
—
|
|
|
—
|
|
|
112
|
|
|
—
|
|
|
237
|
|
|
—
|
|
|
237
|
|
|||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
388
|
|
|
—
|
|
|
388
|
|
|||||
Stock swap to acquire options
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
(210
|
)
|
|||||
Accretion on convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(932
|
)
|
|
(932
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,282
|
)
|
|
(17,282
|
)
|
|||||
Balance
December 31, 2014 |
—
|
|
|
$
|
—
|
|
|
17,852
|
|
|
$
|
18
|
|
|
$
|
29,334
|
|
|
$
|
(27,848
|
)
|
|
$
|
1,504
|
|
Options exercised
|
—
|
|
|
—
|
|
|
98
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
220
|
|
|||||
Warrants exercised
|
—
|
|
|
—
|
|
|
739
|
|
|
—
|
|
|
1,519
|
|
|
—
|
|
|
1,519
|
|
|||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
5,219
|
|
|
5
|
|
|
11,526
|
|
|
—
|
|
|
11,531
|
|
|||||
Conversion of Series A preferred stock and common warrants to Series B preferred stock
|
3,588
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
13,956
|
|
|
13,920
|
|
|||||
Conversion of Series B convertible preferred to common stock
|
(1,612
|
)
|
|
(2
|
)
|
|
3,225
|
|
|
4
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|
—
|
|
|
575
|
|
|||||
Stock swap to acquire options and warrants
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
(273
|
)
|
|||||
Accretion on convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(222
|
)
|
|
(222
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,370
|
)
|
|
(5,370
|
)
|
|||||
Balance
December 31, 2015 |
1,976
|
|
|
$
|
2
|
|
|
27,052
|
|
|
$
|
27
|
|
|
$
|
42,859
|
|
|
$
|
(19,484
|
)
|
|
$
|
23,404
|
|
Options exercised
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
130
|
|
|
—
|
|
|
130
|
|
|||||
Warrants exercised
|
—
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
698
|
|
|
—
|
|
|
698
|
|
|||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
1,625
|
|
|
2
|
|
|
5,828
|
|
|
—
|
|
|
5,830
|
|
|||||
Conversion of Series B convertible preferred to common stock
|
(1,000
|
)
|
|
(1
|
)
|
|
2,000
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
809
|
|
|
—
|
|
|
809
|
|
|||||
Stock swap to acquire options and warrants
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(698
|
)
|
|
—
|
|
|
(698
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,950
|
)
|
|
(3,950
|
)
|
|||||
Balance
December 31, 2016 |
976
|
|
|
$
|
1
|
|
|
30,860
|
|
|
$
|
31
|
|
|
$
|
49,625
|
|
|
$
|
(23,434
|
)
|
|
$
|
26,223
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(3,950
|
)
|
|
$
|
(5,370
|
)
|
|
$
|
(17,282
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
734
|
|
|
812
|
|
|
876
|
|
|||
Provision for inventory obsolescence
|
178
|
|
|
157
|
|
|
733
|
|
|||
Gain on disposal of property and equipment, net
|
21
|
|
|
21
|
|
|
14
|
|
|||
Stock based compensation
|
809
|
|
|
575
|
|
|
388
|
|
|||
Change in fair value of derivative liabilities
|
(64
|
)
|
|
(1,799
|
)
|
|
7,285
|
|
|||
Provision for allowance for doubtful accounts
|
74
|
|
|
(59
|
)
|
|
(93
|
)
|
|||
Provision (benefit) for deferred taxes
|
25
|
|
|
(25
|
)
|
|
3,975
|
|
|||
Changes in current assets and liabilities:
|
|
|
|
|
|
||||||
Trade receivables
|
(1,884
|
)
|
|
(874
|
)
|
|
90
|
|
|||
Prepaid expenses
|
103
|
|
|
286
|
|
|
(259
|
)
|
|||
Inventories
|
(379
|
)
|
|
(102
|
)
|
|
1,955
|
|
|||
Deposits and other assets
|
341
|
|
|
228
|
|
|
952
|
|
|||
Accounts payable
|
392
|
|
|
(189
|
)
|
|
494
|
|
|||
Accrued and other liabilities
|
763
|
|
|
553
|
|
|
455
|
|
|||
Net cash used in operating activities
|
(2,837
|
)
|
|
(5,786
|
)
|
|
(417
|
)
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(286
|
)
|
|
(421
|
)
|
|
(630
|
)
|
|||
Acquisition of Bovie Bulgaria, net of cash acquired
|
—
|
|
|
(500
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(286
|
)
|
|
(921
|
)
|
|
(630
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from stock options/warrants exercised
|
124
|
|
|
1,427
|
|
|
259
|
|
|||
Change in restricted cash
|
60
|
|
|
60
|
|
|
(899
|
)
|
|||
Proceeds from (repayment of) mortgage note payable
|
(240
|
)
|
|
(239
|
)
|
|
3,173
|
|
|||
Proceeds from issuance of common shares, net
|
5,830
|
|
|
11,531
|
|
|
—
|
|
|||
Repayment of industrial revenue bonds
|
—
|
|
|
—
|
|
|
(3,257
|
)
|
|||
Repurchase of warrants
|
—
|
|
|
—
|
|
|
(420
|
)
|
|||
Net cash provided by (used in) financing activities
|
5,774
|
|
|
12,779
|
|
|
(1,144
|
)
|
|||
Net change in cash and cash equivalents
|
2,651
|
|
|
6,072
|
|
|
(2,191
|
)
|
|||
Cash and cash equivalents, beginning of period
|
11,805
|
|
|
5,733
|
|
|
7,924
|
|
|||
Cash and cash equivalents, end of period
|
$
|
14,456
|
|
|
$
|
11,805
|
|
|
$
|
5,733
|
|
|
|
|
|
|
|
||||||
Cash paid for:
|
|
|
|
|
|
||||||
Interest paid, net
|
$
|
158
|
|
|
$
|
158
|
|
|
$
|
151
|
|
|
|
|
|
|
|
||||||
Non cash investing activities:
|
|
|
|
|
|
||||||
Note payable for acquisitions
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
—
|
|
(In thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
4,521
|
|
|
$
|
5,110
|
|
Finished goods
|
3,048
|
|
|
2,080
|
|
||
Gross inventories
|
7,569
|
|
|
7,190
|
|
||
Less: reserve for obsolescence
|
(1,411
|
)
|
|
(1,233
|
)
|
||
Inventories, net
|
$
|
6,158
|
|
|
$
|
5,957
|
|
•
|
The majority of our sales to customers are evidenced by firm purchase orders. Generally, title and the risks and rewards of ownership are transferred to the customer when the product is shipped. Payment by the customer is due under fixed payment terms.
|
•
|
Product returns are only accepted at our discretion and in accordance with our “Returned Goods Policy”. Historically, the level of product returns has not been significant. We accrue for sales returns, rebates and allowances based upon an analysis of historical customer returns and credits, rebates, discounts and current market conditions.
|
•
|
Our terms of sale to customers generally do not include any obligations to perform future services. Limited warranties are generally provided for sales and provisions for warranty are provided at the time of product sale based upon an analysis of historical data.
|
•
|
Amounts billed to customers related to shipping and handling charges are included in sales. Shipping and handling costs included in cost of sales were approximately
$0.2 million
,
$0.1 million
and
$0.1 million
in
2016
,
2015
and
2014
, respectively.
|
(In thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Trade accounts receivable
|
$
|
4,851
|
|
|
$
|
3,117
|
|
Less: allowance for doubtful accounts
|
(118
|
)
|
|
(192
|
)
|
||
Trade accounts receivable, net
|
4,733
|
|
|
2,925
|
|
(In thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
1,600
|
|
|
$
|
1,600
|
|
Machinery and equipment
|
3,775
|
|
|
3,933
|
|
||
Building and improvements
|
4,237
|
|
|
4,200
|
|
||
Furniture and fixtures
|
2,194
|
|
|
2,237
|
|
||
Leasehold improvements
|
12
|
|
|
12
|
|
||
Molds
|
1,900
|
|
|
1,701
|
|
||
Total property, plant and equipment
|
13,718
|
|
|
13,683
|
|
||
Less: accumulated depreciation
|
(7,269
|
)
|
|
(6,873
|
)
|
||
Net property, plant and equipment
|
$
|
6,449
|
|
|
$
|
6,810
|
|
(In thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Brand name and trademark (life indefinite)
|
$
|
1,510
|
|
|
$
|
1,510
|
|
|
|
|
|
||||
Purchased technology (5-17 year lives)
|
$
|
1,441
|
|
|
$
|
1,441
|
|
Less: accumulated amortization
|
(1,226
|
)
|
|
(1,118
|
)
|
||
Purchased technology, net
|
$
|
215
|
|
|
$
|
323
|
|
|
|
|
|
||||
Goodwill
|
$
|
185
|
|
|
$
|
185
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net (loss) income available to common shareholders
|
$
|
(3,950
|
)
|
|
$
|
8,364
|
|
|
$
|
(18,214
|
)
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Derivative liability - warrants
|
(64
|
)
|
|
(1,799
|
)
|
|
—
|
|
|||
Accretion on convertible preferred stock
|
—
|
|
|
222
|
|
|
—
|
|
|||
Numerator for dilutive (loss) income per common share
|
(4,014
|
)
|
|
6,787
|
|
|
(18,214
|
)
|
|||
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average shares used to compute basic (loss) income per common share
|
27,433
|
|
|
24,333
|
|
|
17,756
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Derivative liability - warrants
|
16
|
|
|
28
|
|
|
—
|
|
|||
Convertible preferred stock
|
—
|
|
|
3,137
|
|
|
—
|
|
|||
Stock options
|
—
|
|
|
249
|
|
|
—
|
|
|||
Denominator for dilutive (loss) income per common share
|
27,449
|
|
|
27,747
|
|
|
17,756
|
|
|||
|
|
|
|
|
|
||||||
Basic (loss) income per common share
|
$
|
(0.14
|
)
|
|
$
|
0.34
|
|
|
$
|
(1.03
|
)
|
Diluted (loss) income per common share
|
$
|
(0.15
|
)
|
|
$
|
0.24
|
|
|
$
|
(1.03
|
)
|
|
Proceeds Allocated
|
|
Expenses Allocated
|
||||
Series A Preferred Stock
|
$
|
2,616,250
|
|
|
$
|
396,369
|
|
Investor Warrants
|
4,383,750
|
|
|
664,151
|
|
||
|
$
|
7,000,000
|
|
|
$
|
1,060,520
|
|
(in thousands)
|
2013
Placement Agent Warrants
|
||
Balance, December 31, 2015
|
$
|
267
|
|
Exercise of warrants
|
(698
|
)
|
|
Change in fair value
|
634
|
|
|
Balance December 31, 2016
(1)
|
$
|
203
|
|
(1)
|
The warrants are valued using a trinomial lattice valuation methodology because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used in the model at
December 31, 2016
included the market price of our common stock, an expected dividend yield of
zero
, the remaining period to the expiration date of the warrants, expected volatility of our common stock over the remaining life of the warrants of
2.5 years
, estimated based on a review of our historical volatility of
82.470%
and risk-free rates of return of
1.470%
for the 2013 warrants based on constant maturity rates published by the U.S. Federal Reserve, applicable to the remaining life of the warrants. We also take into consideration a probability assumption for anti-dilution.
|
(In thousands)
|
Long-term debt
|
||
2017
|
$
|
239
|
|
2018
|
239
|
|
|
2019
|
2,455
|
|
|
Total
|
$
|
2,933
|
|
(In thousands)
|
December 31, 2016
|
|
December 31, 2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Loss and credit carry-forwards
|
$
|
9,169
|
|
|
$
|
6,578
|
|
Stock-based compensation
|
519
|
|
|
283
|
|
||
Inventory Reserve
|
534
|
|
|
466
|
|
||
Other
|
263
|
|
|
273
|
|
||
Total deferred tax assets
|
10,485
|
|
|
7,600
|
|
||
Valuation allowance
|
(10,185
|
)
|
|
(7,404
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
300
|
|
|
196
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
State taxes (capital)
|
(19
|
)
|
|
(10
|
)
|
||
Property and equipment
|
(459
|
)
|
|
(413
|
)
|
||
Intangibles
|
(386
|
)
|
|
(337
|
)
|
||
Total deferred tax liabilities
|
(864
|
)
|
|
(760
|
)
|
||
Net deferred tax liabilities
|
$
|
(564
|
)
|
|
$
|
(564
|
)
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Federal tax provision
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State taxes (net of federal benefit)
|
3.7
|
%
|
|
2.4
|
%
|
|
1.4
|
%
|
Warrant gains
|
31.4
|
%
|
|
(11.1
|
)%
|
|
(18.8
|
)%
|
Valuation allowance
|
(71.8
|
)%
|
|
(26.3
|
)%
|
|
(45.3
|
)%
|
Other
|
1.5
|
%
|
|
0.6
|
%
|
|
(1.6
|
)%
|
|
(1.2
|
)%
|
|
(0.4
|
)%
|
|
(30.3
|
)%
|
|
Number of options
|
|
Weighted average exercise price
|
|||
Outstanding at December 31, 2014
|
2,864,189
|
|
|
$
|
3.69
|
|
Granted
|
830,922
|
|
|
2.21
|
|
|
Exercised
|
(97,500
|
)
|
|
2.25
|
|
|
Canceled and forfeited
|
(466,164
|
)
|
|
3.57
|
|
|
Outstanding at December 31, 2015
|
3,131,447
|
|
|
$
|
3.38
|
|
Granted
|
810,762
|
|
|
1.87
|
|
|
Exercised
|
(36,250
|
)
|
|
3.62
|
|
|
Canceled and forfeited
|
(153,750
|
)
|
|
3.69
|
|
|
Outstanding at December 31, 2016
|
3,752,209
|
|
|
$
|
3.04
|
|
|
|
|
|
|||
Exercisable at December 31, 2016
|
2,006,702
|
|
|
$
|
3.79
|
|
|
Number of options
|
|
Weighted average grant date fair value
|
|||
Non-vested at December 31, 2015
|
1,707,411
|
|
|
$
|
2.63
|
|
Granted
|
810,762
|
|
|
0.89
|
|
|
Vested
|
(618,917
|
)
|
|
1.08
|
|
|
Forfeited
|
(153,750
|
)
|
|
1.75
|
|
|
Non-vested at December 31, 2016
|
1,745,506
|
|
|
1.25
|
|
|
2016 Grants
|
|
2015 Grants
|
|
2014 Grants
|
||||||
Option value
|
$0.80
|
-
|
$0.91
|
|
$0.90
|
-
|
$1.84
|
|
$3.50
|
-
|
$4.30
|
Risk-free rate
|
1.5%
|
-
|
1.8%
|
|
0.2%
|
-
|
1.6%
|
|
0.6%
|
||
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
||||||
Expected volatility
|
49.5%
|
-
|
50.3%
|
|
53.0%
|
-
|
54.0%
|
|
53.0%
|
-
|
54.0%
|
Expected term (in years)
|
6
|
|
4
|
-
|
10
|
|
4
|
-
|
10
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
8
|
|
Research and development
|
27
|
|
|
39
|
|
|
51
|
|
|||
Salaries and related costs
|
780
|
|
|
526
|
|
|
329
|
|
|||
Total
|
$
|
809
|
|
|
$
|
568
|
|
|
$
|
388
|
|
|
Year Ended December 31,
|
||||||||||
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Sales by Product Line
|
|
|
|
|
|
||||||
Electrosurgical
|
$
|
20,901
|
|
|
$
|
17,558
|
|
|
$
|
16,706
|
|
Cauteries
|
7,101
|
|
|
6,886
|
|
|
6,896
|
|
|||
Other
|
8,625
|
|
|
5,076
|
|
|
4,079
|
|
|||
Total
|
$
|
36,627
|
|
|
$
|
29,520
|
|
|
$
|
27,681
|
|
Sales by Domestic and International
|
|
|
|
|
|
||||||
Domestic
|
$
|
32,050
|
|
|
$
|
24,540
|
|
|
$
|
23,313
|
|
International
|
4,577
|
|
|
4,980
|
|
|
4,368
|
|
|||
Total
|
$
|
36,627
|
|
|
$
|
29,520
|
|
|
$
|
27,681
|
|
Sales by Operating Segment
|
|
|
|
|
|
||||||
Core
|
$
|
27,808
|
|
|
$
|
26,098
|
|
|
$
|
24,322
|
|
OEM
|
5,328
|
|
|
2,116
|
|
|
3,150
|
|
|||
Growth
|
3,491
|
|
|
1,306
|
|
|
209
|
|
|||
Total
|
$
|
36,627
|
|
|
$
|
29,520
|
|
|
$
|
27,681
|
|
(In thousands, except per share data)
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
7,775
|
|
|
$
|
9,295
|
|
|
$
|
10,063
|
|
|
$
|
9,494
|
|
Gross profit
|
3,323
|
|
|
4,700
|
|
|
5,062
|
|
|
4,830
|
|
||||
Net loss attributable to common shareholders
|
(1,944
|
)
|
|
(519
|
)
|
|
(964
|
)
|
|
(523
|
)
|
||||
Income (loss) per basic share
|
$
|
(0.07
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
6,128
|
|
|
$
|
7,274
|
|
|
$
|
7,823
|
|
|
$
|
8,295
|
|
Gross profit
|
2,674
|
|
|
3,140
|
|
|
3,229
|
|
|
3,514
|
|
||||
Net income (loss) attributable to common shareholders
|
12,858
|
|
|
(1,497
|
)
|
|
(1,587
|
)
|
|
(1,410
|
)
|
||||
Income (loss) per basic share
|
$
|
0.69
|
|
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.05
|
)
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Name
|
|
Position
|
|
Director Since
|
Andrew Makrides
|
|
Executive Chairman of the Board
|
|
December 1982
|
Robert L. Gershon
|
|
Chief Executive Officer and Director
|
|
December 2013
|
J. Robert Saron
|
|
President, Chief Sales and Marketing Officer and Director
|
|
August 1988
|
Jay D. Ewers
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
N/A
|
Jack McCarthy
|
|
Chief Commercialization Officer
|
|
N/A
|
Moshe Citronowicz
|
|
Senior Vice President
|
|
N/A
|
Lawrence J. Waldman
|
|
Director
|
|
March 2011
|
Michael Geraghty
|
|
Director
|
|
March 2011
|
John Andres
|
|
Director
|
|
July 2014
|
Charles T. Orsatti
|
|
Director
|
|
May 2015
(1)
|
Scott Davidson
|
|
Director
|
|
July 2016
(2)
|
(1)
|
Mr. Orsatti tendered his resignation from the board effective on December 31, 2016.
|
(2)
|
Mr. Davidson tendered his resignation from the board effective on December 19, 2016.
|
•
|
Executive sessions without management and non-independent directors present are a standing Board agenda item. Executive sessions of the independent directors are held at any time requested by an independent director and, in any event, are held in connection with at least 100% of regularly scheduled Board meetings.
|
•
|
The Board regularly meets in executive session with Mr. Gershon without other members of management present.
|
•
|
All Board committee members are independent directors. The committee chairs have authority to hold executive sessions without management and non-independent directors present.
|
Avinger, Inc.
|
Esko Bionics Holdings, Inc.
|
IRIDEX Corporation
|
AxoGen, Inc.
|
Fonar Corporation
|
Misonix, Inc.
|
BIOLASE, Inc
|
iCAD, Inc.
|
Retractable Technologies, Inc.
|
Cogentix Medical, Inc.
|
Invuity, Inc.
|
Utah Medical Products Inc.
|
Cutera, Inc.
|
IRadimed Corporation
|
|
(In millions)
|
|
Threshold
|
|
Target
|
|
Achievement
|
|
Overall Weight
|
|
Achievement
|
|
Calculation
|
||||||
J Plasma
|
|
2.3
|
|
|
3.1
|
|
|
3.5
|
|
|
35
|
%
|
|
150
|
%
|
|
53
|
%
|
Total Revenue Excluding J-Plasma
|
|
28.0
|
|
|
32.0
|
|
|
33.0
|
|
|
20
|
%
|
|
125
|
%
|
|
25
|
%
|
Operating Loss
|
|
(4.1
|
)
|
|
(3.7
|
)
|
|
(3.7
|
)
|
|
20
|
%
|
|
100
|
%
|
|
20
|
%
|
Total Cash Balance
|
|
5.0
|
|
|
6.6
|
|
|
14.5
|
|
|
10
|
%
|
|
200
|
%
|
|
20
|
%
|
MBO
|
|
1.0
|
|
|
1.0
|
|
|
1.0
|
|
|
15
|
%
|
|
100
|
%
|
|
15
|
%
|
Total
|
|
|
|
|
|
|
|
100
|
%
|
|
|
|
133
|
%
|
Name
|
|
Bonus
|
||
Robert L. Gershon
|
|
$
|
243,224
|
|
Andrew Makrides
|
|
$
|
100,322
|
|
Jay D. Ewers
|
|
$
|
109,392
|
|
J. Robert Saron
|
|
$
|
148,456
|
|
Moshe Citronowicz
|
|
$
|
99,612
|
|
Jack McCarthy
|
|
$
|
133,773
|
|
Total
|
|
$
|
834,779
|
|
Summary Compensation Table
|
||||||||||||||||||||||||||||||||||
Name and Principal Position
|
|
Year
|
|
Salary
|
|
Bonus
($) |
|
Stock Awards
($) |
|
Option Awards
($) (1) |
|
Non-Equity Incentive Plan Compensation Earnings
($) |
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($) |
|
All Other Compensation
($) (3) |
|
Total
($) |
||||||||||||||||
Robert L. Gershon
|
|
2016
|
|
$
|
365,750
|
|
|
$
|
293,724
|
|
|
$
|
—
|
|
|
$
|
65,625
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,201
|
|
|
$
|
755,300
|
|
CEO and Director
|
|
2015
|
|
$
|
350,000
|
|
|
$
|
180,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,201
|
|
|
$
|
560,201
|
|
|
|
2014
|
|
$
|
350,000
|
|
|
$
|
175,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,720
|
|
|
$
|
545,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
J. Robert Saron
|
|
2016
|
|
$
|
318,917
|
|
|
$
|
148,956
|
|
|
$
|
—
|
|
|
$
|
32,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,383
|
|
|
$
|
524,631
|
|
President, Chief Sales &
|
|
2015
|
|
$
|
305,184
|
|
|
$
|
79,543
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,383
|
|
|
$
|
409,110
|
|
Marketing Officer & Director
|
|
2014
|
|
$
|
317,949
|
|
|
$
|
79,917
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,317
|
|
|
$
|
414,183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Jack McCarthy
|
|
2016
|
|
$
|
287,375
|
|
|
$
|
134,273
|
|
|
$
|
—
|
|
|
$
|
32,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,922
|
|
|
$
|
483,945
|
|
Chief Commercialization
|
|
2015
|
|
$
|
275,000
|
|
|
$
|
74,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,922
|
|
|
$
|
379,422
|
|
Officer
|
|
2014
|
|
$
|
201,469
|
|
|
$
|
100,500
|
|
|
$
|
—
|
|
|
$
|
336,540
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,420
|
|
|
$
|
650,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Andrew Makrides
|
|
2016
|
|
$
|
215,515
|
|
|
$
|
100,822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,621
|
|
|
$
|
334,958
|
|
Executive Chairman
|
|
2015
|
|
$
|
238,620
|
|
|
$
|
56,318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,621
|
|
|
$
|
313,559
|
|
of the Board
|
|
2014
|
|
$
|
238,620
|
|
|
$
|
56,582
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,574
|
|
|
$
|
313,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Jay D. Ewers*
|
|
2016
|
|
$
|
235,000
|
|
|
$
|
109,892
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,608
|
|
|
$
|
355,500
|
|
Chief Financial Officer,
|
|
2015
|
|
$
|
171,456
|
|
|
$
|
65,255
|
|
|
$
|
—
|
|
|
$
|
70,655
|
|
(2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32,185
|
|
|
$
|
339,551
|
|
Treasurer and Secretary
|
|
2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Moshe Citronowicz
|
|
2016
|
|
$
|
213,990
|
|
|
$
|
100,112
|
|
|
$
|
—
|
|
|
$
|
32,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,066
|
|
|
$
|
368,543
|
|
Senior Vice President
|
|
2015
|
|
$
|
204,775
|
|
|
$
|
53,537
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,066
|
|
|
$
|
280,378
|
|
|
|
2014
|
|
$
|
229,978
|
|
|
$
|
53,788
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,437
|
|
|
$
|
300,203
|
|
(1)
|
These columns represent the grant date fair value of the awards as calculated in accordance with FASB ASC 718 (Stock Compensation). Pursuant to SEC rule changes effective February 28, 2010, we are required to reflect the total grant date fair values of the option grants in the year of grant, rather than the portion of this amount that was recognized for financial statement reporting purposes in a given fiscal year which was required under the prior SEC rules, resulting in a change to the amounts reported in prior Annual Reports.
|
(2)
|
On October 14, 2015, a total of 65,000 options were granted to Mr. Ewers with a fair value of $1.087 per option.
|
(3)
|
The amounts for
2016
include compensation under the following plans and programs:
|
|
|
R.L.
Gershon |
|
J.R.
Saron |
|
J.J.
McCarthy |
|
A.
Makrides |
|
J.D.
Ewers |
|
M.
Citronowicz |
||||||||||||
Car Allowance
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
|
$
|
6,000
|
|
Life insurance premiums
|
|
512
|
|
|
512
|
|
|
512
|
|
|
512
|
|
|
512
|
|
|
512
|
|
||||||
Health insurance premiums
|
|
17,064
|
|
|
10,828
|
|
|
17,064
|
|
|
9,125
|
|
|
—
|
|
|
10,828
|
|
||||||
Employer 401(k) contribution
|
|
6,625
|
|
|
7,043
|
|
|
6,346
|
|
|
2,984
|
|
|
4,096
|
|
|
4,726
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
30,201
|
|
|
$
|
24,383
|
|
|
$
|
29,922
|
|
|
$
|
18,621
|
|
|
$
|
10,608
|
|
|
$
|
22,066
|
|
Name
|
|
Contract Expiration Date
|
Robert L. Gershon
|
|
N/A
(1)
|
J. Robert Saron
|
|
December, 2017
|
Moshe Citronowicz
|
|
December, 2017
|
Jack McCarthy
|
|
N/A
(1)
|
Jay D. Ewers
|
|
N/A
(1)
|
(1)
|
Employment contracts were revised to remove a date certain for the conclusion of such term and provide for the Executives to remain employed by the Company until such time as their employment is terminated pursuant to the terms of their Employment Agreement.
|
(a)
|
Upon the death of the executive, in which case the executive’s estate shall be paid the basic annual compensation due the employee pro-rated through the date of death.
|
(b)
|
By the resignation of the executive at any time upon at least thirty (30) days prior written notice to Bovie in which case Bovie shall be obligated to pay the employee the basic annual compensation due him pro-rated to the effective date of termination.
|
(c)
|
By Bovie, “for cause” if during the term of the employment agreement the employee violates the non-competition provisions of his employment agreement, or is found guilty in a court of law of any crime of moral turpitude in which case the contract would be terminated and provisions for future compensation forfeited.
|
(d)
|
By Bovie, without cause, with the majority approval of the Board of Directors, for Mr. Makrides, Mr. Gershon, Mr. Saron, Mr. McCarthy, Mr. Ewers and Mr. Citronowicz at any time upon at least thirty (30) days prior written notice to the executive. In this case Bovie shall be obligated to pay the executive compensation in effect at such time, including all bonuses, accrued or prorated and expenses up to the date of termination. Thereafter for Messrs. Makrides, Saron and Citronowicz, Bovie shall pay the executive three times the salary in effect at the time of termination payable in one lump sum.
|
(e)
|
If Bovie fails to meet its obligations to the executive on a timely basis, or if there is a change in the control of Bovie, the executive may elect to terminate his employment agreement. Upon any such termination or breach of any of its obligations under the employment agreement, Bovie shall pay Mr. Makrides, Mr. Saron and Mr. Citronowicz a lump sum severance equal to three times the annual salary and bonus in effect the month preceding such termination or breach as well as any other sums which may be due under the terms of the employment agreement up to the date of termination. Mr. Gershon, Mr. Ewers and Mr. McCarthy shall be paid two times their annual salary and bonus in effect the month preceding such termination or breach as well as any other sums which may be due under the terms of their respective employment agreement up to the date of termination.
|
Name (a)
|
|
Number of
Shares Acquired on Exercise (b) |
|
Value
Realized on Exercise ($) (c) |
None
|
|
|
|
|
Name
|
|
# of Securities
Underlying
Unexercised
Options
(# Exercisable)
|
|
# of Securities Underlying Unexercised Options
(# Unexercisable)
|
|
Weighted Average Option
Exercise Price
($/Sh)
|
|
Option Expiration
Range After Grant Date
|
||||||
Andrew Makrides
|
|
24,000
|
|
|
6,000
|
|
|
$
|
2.54
|
|
|
7/12/2022
|
||
J. Robert Saron
|
|
18,000
|
|
|
49,000
|
|
|
$
|
2.13
|
|
|
7/12/2022
|
-
|
3/16/2026
|
Moshe Citronowicz
|
|
18,000
|
|
|
49,000
|
|
|
$
|
2.13
|
|
|
7/12/2022
|
-
|
3/16/2026
|
Robert L. Gershon
|
|
375,000
|
|
|
450,000
|
|
|
$
|
2.06
|
|
|
12/13/2023
|
-
|
3/16/2026
|
Jack McCarthy
|
|
106,500
|
|
|
143,500
|
|
|
$
|
3.59
|
|
|
3/31/2024
|
-
|
3/16/2026
|
Jay D. Ewers
|
|
25,000
|
|
|
75,000
|
|
|
$
|
2.66
|
|
|
6/30/2024
|
-
|
10/14/2025
|
Name (a)
|
|
Fees Earned Or Paid In Cash
($) (b) |
|
Stock Awards ($)
(c) |
|
Option Awards
*** ($) (d)(1) |
|
Non-Equity Incentive Plan Compensation
($) (e) |
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($) (I) |
|
All Other Compensation
($) (g) |
|
Total
($) (h) |
||||||||||||||
Lawrence J. Waldman
|
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
10,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
80,906
|
|
Michael Geraghty
|
|
$
|
27,500
|
|
|
$
|
—
|
|
|
$
|
10,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,406
|
|
John Andres
|
|
$
|
52,750
|
|
|
$
|
—
|
|
|
$
|
10,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63,656
|
|
Charles T. Orsatti
|
|
$
|
51,250
|
|
|
$
|
—
|
|
|
$
|
10,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,156
|
|
Scott Davidson
|
|
$
|
18,250
|
|
|
$
|
—
|
|
|
$
|
10,906
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,156
|
|
(1)
|
On July 16, 2015, 12,000 ten year stock options with an exercise price of $1.80 and calculated option fair value of $0.909 were granted to each member of the Board.
|
|
|
Number of Shares
|
|
|
|
|
|
||||
Name and Address
|
|
Title
|
|
Owned (i)
|
|
|
Nature of Ownership
|
|
Percentage of Ownership (i)
|
||
Great Point Partners, LLC
|
|
Common
|
|
3,084,268
|
|
(ii)
|
|
Beneficial
|
|
9.985
|
%
|
165 Mason Street 3rd Floor
|
|
|
|
|
|
|
|
|
|
||
Greenwich, CT 06830
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
William Weeks Vanderfelt
|
|
Common
|
|
2,273,249
|
|
|
|
Beneficial
|
|
7.4
|
%
|
Coralis 44, Azzuri Village 44
|
|
|
|
|
|
|
|
|
|
||
Roches Noires, 31201 Mauritius
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Cortina Asset Management, LLC
|
|
Common
|
|
1,581,239
|
|
|
|
Beneficial
|
|
5.1
|
%
|
825 North Jefferson, Suite 400
|
|
|
|
|
|
|
|
|
|
||
Milwaukee, WI 53202
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Andrew Makrides
|
|
Common
|
|
635,972
|
|
(iii)
|
|
Beneficial
|
|
2.1
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Robert L. Gershon
|
|
Common
|
|
405,000
|
|
(iv)
|
|
Beneficial
|
|
1.3
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
J. Robert Saron
|
|
Common
|
|
423,940
|
|
(v)
|
|
Beneficial
|
|
1.4
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Moshe Citronowicz
|
|
Common
|
|
444,504
|
|
(vi)
|
|
Beneficial
|
|
1.4
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
John Andres
|
|
Common
|
|
19,167
|
|
(vii)
|
|
Beneficial
|
|
0.1
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Jay D. Ewers
|
|
Common
|
|
25,000
|
|
(viii)
|
|
Beneficial
|
|
0.1
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Jack McCarthy
|
|
Common
|
|
222,250
|
|
(ix)
|
|
Beneficial
|
|
0.7
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Michael Geraghty
|
|
Common
|
|
44,524
|
|
(x)
|
|
Beneficial
|
|
0.1
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Lawrence J. Waldman
|
|
Common
|
|
86,524
|
|
(xi)
|
|
Beneficial
|
|
0.3
|
%
|
5115 Ulmerton Rd.
|
|
|
|
|
|
|
|
|
|
||
Clearwater, FL 33760
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
Officers and Directors as a group (9 persons)
|
|
|
|
2,306,881
|
|
(xii)
|
|
|
|
7.3
|
%
|
(i)
|
Based on 30,859,753 outstanding shares of Common Stock and 3,752,209 outstanding options to acquire a like number of shares of Common Stock as of March 6, 2017, of which officers and directors owned a total of 716,715 options and 1,590,166 shares at March 6, 2017. We have calculated the percentage on the basis of the amount of outstanding securities plus, for each person or group, any securities that person or group has current or future right to acquire pursuant to options, warrants, conversion privileges or other rights.
|
(ii)
|
Consists of (i) 3,055,000 shares of Common Stock owned collectively by Biomedical Value Fund, LP ("BVF"), Biomedical Offshore Value Fund, Ltd. ("BOVF"), Biomedical Institutional Value Fund, LP ("BIVF"), Class D Series of GEF-PS, LP ("GEF-PS"), and WS Investments, II, LLC ("WS"). The shares of common stock are owned of record as follows: BVF: 1,444,921; BOVF: 808,323; BIVF: 371,588; GEF-PS: 379,021; WS: 51,147. Does not include: (i) 975,639 shares of Series B preferred stock convertible into 1,951,278 common shares, collectively owned by each of BVF, BOVF, BIVF, GEF-PS, and WS. The provisions of such preferred stock restrict the conversion of such preferred stock to the extent that, after giving effect to such conversion, the holder of the preferred stock and its affiliates and any other person or entities with which such holder would constitute a group would beneficially own in excess of 9.985% of the number of shares of Common Stock of the Issuer outstanding immediately after giving effect to such conversion or exercise (the "Ownership Cap"). Therefore, the reporting persons could be deemed to beneficially own such number of shares underlying such preferred stock as would result in total beneficial ownership by such reporting persons up to the Ownership Cap.
|
(iii)
|
Includes 611,972 shares and 24,000 vested options out of a total of 30,000 ten year options owned by Mr. Makrides to purchase shares of Common Stock of the Company at an exercise price of $2.54. These options vest equally over a four year period.
|
(iv)
|
Includes 30,000 shares and 375,000 vested options out of a total of 825,000 ten year options owned by Mr. Gershon to purchase shares of Common Stock of the Company at an exercise price of $2.06. These options vest equally over a four year period.
|
(v)
|
Includes 405,940 shares and 18,000 vested options out of a total of 67,000 ten year options owned by Mr. Saron to purchase shares of Common Stock of the Company at an exercise price of $2.13. These options vest equally over a four year period.
|
(vi)
|
Includes 426,504 shares and 18,000 vested options out of a total of 67,000 ten year options owned by Mr. Citronowicz to purchase shares of Common Stock of the Company at an exercise price of $2.13. These options vest equally over a four year period.
|
(vii)
|
Includes 19,167 vested options out of a total of 34,500 ten year options owned by Mr. Andres to purchase shares of Common Stock of the Company at an exercise price of $2.59. These options vest equally over a four year period.
|
(viii)
|
Includes 25,000 vested options out of a total of 100,000 ten year options owned by Mr. Ewers to purchase shares of Common Stock of the Company at an exercise price of $2.66. These options vest equally over a four year period.
|
(ix)
|
Includes 115,750 shares and 106,500 vested options out of a total of 250,000 ten year options owned by Mr. McCarthy to purchase shares of Common Stock of the Company at an exercise price of $3.59. These options vest equally over a four year period.
|
(x)
|
Includes 44,524 vested options out of a total of 62,000 ten year options owned by Mr. Geraghty to purchase shares of Common Stock of the Company at an exercise price of $2.69. These options vest equally over a four year period.
|
(xi)
|
Includes 86,524 vested options out of a total of 113,000 ten year options owned by Mr. Waldman to purchase shares of Common Stock of the Company at an exercise price of $2.58. These options vest equally over a four year period.
|
(xii)
|
Includes 716,715 vested ten year options out of a total of 1,548,500 ten year outstanding options and 1,590,166 shares owned by all Executive Officers and directors as a group. The last date options can be exercised is July 28, 2016.
|
|
Year Ended December 31,
|
||||||
(In thousands)
|
2016
|
|
2015
|
||||
Audit fees (1)
|
$
|
173
|
|
|
$
|
141
|
|
Non-Audit fees:
|
|
|
|
||||
Audit related fees (2)
|
3
|
|
|
17
|
|
||
Tax fees (3)
|
—
|
|
|
—
|
|
||
All other fees (4)
|
—
|
|
|
—
|
|
||
Total fees billed
|
$
|
176
|
|
|
$
|
158
|
|
(1)
|
Audit fees consist of fees billed for professional services rendered for the audit of Bovie’s annual financial statements and reviews of its interim consolidated financial statements included in quarterly reports and other services related to statutory and regulatory filings or engagements.
|
(2)
|
Audit related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or reviews of Bovie’s consolidated financial statements and are not reported under “Audit Fees”.
|
(3)
|
Tax fees consist of fees billed for professional services rendered for tax compliance and tax advice (domestic and international). These services include assistance regarding federal, state and international tax compliance, acquisitions and international tax planning.
|
(4)
|
All other fees consist of fees for products and services other than the services reported above.
|
(a)(1)
|
LISTING OF FINANCIAL STATEMENTS
|
Page
|
||
|
|
|
|
|
|
The following consolidated financial statements of the Company are included in Item 8 of this Report:
|
|
||
|
|
|
|
|
|
|
Consolidated Balance Sheets at December 31, 2016 and 2015
|
||
|
|
Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014
|
||
|
|
Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014
|
||
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
|
||
|
|
Notes to Consolidated Financial Statements
|
||
|
|
Supplemental unaudited quarterly financial information
|
||
|
|
|
|
|
(a)(2)
|
FINANCIAL STATEMENT SCHEDULES
|
|
||
|
|
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Report.
|
|
1.1
|
|
Underwriting Agreement dated 3/12/15 between Bovie Medical Corporation and Craig Hallum Capital Group, LLC (Incorporated by reference to Exhibit 2.1 to Form 8-K filed on March 12, 2015)
|
1.2
|
|
Underwriting Agreement, dated November 10, 2016, by and among Bovie Medical Corporation, the Selling Stockholders named therein, and Piper Jaffray & Co. (Incorporated by reference to Exhibit 1.1 to Form 8-K filed on November 14, 2016)
|
3.1
|
|
Articles of Incorporation of the Registrant (Incorporated by reference to the Registrant’s report on Form 10-K/A filed on March 31, 2011)
|
3.2
|
|
By laws of the Registrant (Incorporated by reference to the Registrant’s report on Form 10-K/A filed on March 31, 2011)
|
3.3
|
|
Certificate of Designation of Preferences, Rights and Limitations of Series A 6% Convertible Preferred Stock of Bovie Medical Corporation (Incorporated by reference to the Registrant’s report on Form 8-K filed December 16, 2013)
|
3.4
|
|
Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 on Form 8-K filed on March 11, 2015.
|
10.1
|
|
Employment Agreement dated May 5, 2014 between Bovie Medical Corporation and Peter L. Donato (Incorporated by reference to the Registrant’s report on Form 8-K filed May 8, 2014)
|
10.2
|
|
Loan Agreement (Incorporated by reference to the Registrant’s report on Form 8-K filed on March 24, 2014)
|
10.3
|
|
Mortgage, Security agreement, Financial Statement and Assignment (Incorporated by reference to the Registrant’s report on Form 8-K filed on March 24, 2014)
|
10.4
|
|
Promissory Note (Incorporated by reference to the Registrant’s report on Form 8-K filed on March 24, 2014)
|
10.5
|
|
Assignment of Rents, Leases and Profits and Contracts (Incorporated by reference to the Registrant’s report on Form 8-K filed March 24, 2014)
|
10.6
|
|
Security Agreement (Incorporated by reference to the Registrant’s report on Form 8-K filed on March 24, 2014)
|
10.7
|
|
Environmental Indemnity Agreement (Incorporated by reference to the Registrant’s report on Form 8-K filed on March 24, 2014.)
|
10.8
|
|
Exchange Agreement (Incorporated by reference to Exhibit 10.1 on Form 8-K filed on March 11, 2015)
|
10.9
|
|
Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 on Form 8-L filed on March 11, 2015)
|
10.10
|
|
Amendment to Jay D. Ewers Employment Agreement dated August 6, 2015 (Incorporated by reference to Exhibit 10.2 to Form 8-K Filed on August 12, 2015)
|
10.11
|
|
Amendment to Robert L. Gershon Employment Agreement dated October 14, 2015 (Incorporated by reference to Exhibit 10.2 to Form 8-K Filed on October 19, 2015)
|
10.12
|
|
Amendment to Jay D. Ewers Employment Agreement dated October 14, 2015 (Incorporated by reference to Exhibit 10.3 to Form 8-K Filed on October 19, 2015)
|
10.13
|
|
Share Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 23, 2015)
|
10.14
|
|
Management Agreement (Incorporated by reference to Exhibit 10.2 on Form 8-K filed on October 23, 2015)
|
10.15
|
|
Restricted Stock Agreement (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on October 23, 2015)
|
10.16
|
|
Jack McCarthy Employment Agreement, dated March 31, 2014 (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2014 and filed on May 15, 2014)
|
10.17
|
|
Amendment to Jack McCarthy Employment Agreement, dated April 20, 2016 (Incorporated by reference to Exhibit 10.2 on Form 8-K filed on April 21, 2016)
|
10.18
|
|
First Amendment to Loan Agreement, dated June 28, 2016, between the Company and Bank of Tampa, a Florida banking corporation (Incorporated by reference to Exhibit 10.1 on Form 8-K filed on July 5, 2016)
|
10.19
|
|
Amended and Restated Promissory Note (Incorporated by reference to Exhibit 10.2 on Form 8-K filed on July 5, 2016)
|
10.20
|
|
Mortgage and Other Loan Documents Extension & Modification (Incorporated by reference to Exhibit 10.3 on Form 8-K filed on July 5, 2016)
|
14.1
|
|
Bovie Medical Corporation Code of Ethics (Incorporated by reference to the Registrant’s report on Form 10-K/A filed March 31, 2011)
|
21.1*
|
|
List of Subsidiaries
|
23.1*
|
|
Consent of Frazier & Deeter, LLC
|
31.1*
|
|
Certification pursuant to Section 302 of Sarbanes-Oxley Act of 202
|
31.2*
|
|
Certification pursuant to Section 302 of Sarbanes-Oxley Act of 202
|
32.1*
|
|
Certification pursuant to Section 906 of Sarbanes-Oxley Act of 202
|
32.2*
|
|
Certification pursuant to Section 906 of Sarbanes-Oxley Act of 202
|
99.1
|
|
Stipulation of Settlement, dated June 26, 2014 (Incorporated by reference to the Registrant’s report on Form 8-K filed July 2, 2014)
|
99.2
|
|
Amended order preliminarily approving Derivative Settlement and Providing Notice dated July 7, 2014 (Incorporated by reference to the Registrant’s report on Form 8-K filed July 16, 2014)
|
99.3
|
|
Notice of Proposed Settlement of Derivative Action (Incorporated by reference to the Registrant’s report on Form 8-K filed July 16, 2014)
|
99.4
|
|
Summary Notice of Proposed Settlement of Derivative Action (Incorporated by reference to the Registrant’s report on Form 8-K filed July 16, 2014)
|
101.INS**
|
|
XBRL Instance Document
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF**
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE**
|
|
XBRL Taxonomy Extension Label Presentation Document
|
|
Bovie Medical Corporation
|
|
|
|
|
|
|
|
By:
|
/s/ Robert L. Gershon
|
|
|
|
Robert L. Gershon
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Jay D. Ewers
|
|
|
|
Jay D. Ewers
|
|
|
|
Chief Financial Officer,
|
|
|
|
Treasurer and Secretary
|
|
|
|
(Principal Financial Officer)
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
/s/ ANDREW MAKRIDES
|
|
Executive Chairman of the Board
|
|
March 10, 2017
|
Andrew Makrides
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT L. GERSHON
|
|
Chief Executive Officer and Director
|
|
March 10, 2017
|
Robert L. Gershon
|
|
|
|
|
|
|
|
|
|
/s/ JAY D. EWERS
|
|
Chief Financial Officer, Treasurer and Secretary
|
|
March 10, 2017
|
Jay D. Ewers
|
|
|
|
|
|
|
|
|
|
/s/ J. ROBERT SARON
|
|
President, Chief Sales and Marketing Officer and Director
|
|
March 10, 2017
|
J. Robert Saron
|
|
|
|
|
|
|
|
|
|
/s/ JOHN ANDRES
|
|
Director
|
|
March 10, 2017
|
John Andres
|
|
|
|
|
|
|
|
|
|
/s/ LAWRENCE J. WALDMAN
|
|
Director
|
|
March 10, 2017
|
Lawrence J. Waldman
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL GERAGHTY
|
|
Director
|
|
March 10, 2017
|
Michael Geraghty
|
|
|
|
|
1 Year Bovie Chart |
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