Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'BOVIE MEDICAL CORP | ' |
Entity Central Index Key | '0000719135 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 17,826,336 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $2,501 | $4,162 |
Trade accounts receivable, net | 2,096 | 2,874 |
Inventories, net | 8,526 | 7,543 |
Current portion of deposits | 731 | 714 |
Prepaid expenses and other current assets | 673 | 951 |
Total current assets | 14,527 | 16,244 |
Property and equipment, net | 7,095 | 7,229 |
Brand name and trademark | 1,510 | 1,510 |
Purchased technology and license rights, net | 598 | 664 |
Deferred income tax assets, net | 2,874 | 1,799 |
Deposits, net of current portion | 280 | 133 |
Other assets | 803 | 604 |
Total assets | 27,687 | 28,183 |
Current liabilities: | ' | ' |
Accounts payable | 1,171 | 803 |
Accrued payroll | 113 | 118 |
Accrued vacation | 246 | 186 |
Current portion of mortgage note payable to bank | 286 | 138 |
Current portion of settlement | 23 | 232 |
Accrued and other liabilities | 1,329 | 445 |
Total current liabilities | 3,168 | 1,922 |
Mortgage note payable, net of current portion | 3,030 | 3,281 |
Derivative liabilities | 68 | 85 |
Total liabilities | 6,266 | 5,288 |
Commitments and Contingencies (see Notes 9 and 11) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, par value $.001 par value; 40,000,000 shares authorized; 17,826,336 and 17,781,538 issued and 17,683,257 and 17,638,459 outstanding on September 30, 2013 and December 31, 2012, respectively | 18 | 18 |
Additional paid-in capital | 25,913 | 25,517 |
Deficit | -4,510 | -2,640 |
Total stockholders' equity | 21,421 | 22,895 |
Total liabilities and stockholders' equity | $27,687 | $28,183 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Stockholders' equity: | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 17,826,336 | 17,781,538 |
Common stock, shares outstanding | 17,683,257 | 17,638,459 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Consolidated Statements Of Operations | ' | ' | ' | ' |
Sales | $5,794 | $6,671 | $17,532 | $20,843 |
Cost of sales | 3,545 | 3,777 | 10,902 | 12,297 |
Gross profit | 2,249 | 2,894 | 6,630 | 8,546 |
Other costs and expenses: | ' | ' | ' | ' |
Research and development | 291 | 322 | 938 | 969 |
Professional services | 512 | 408 | 1,348 | 1,061 |
Salaries and related costs | 751 | 781 | 2,376 | 2,352 |
Selling, general and administrative | 1,170 | 1,101 | 3,717 | 3,246 |
Legal award | ' | ' | 1,041 | ' |
Total other costs and expenses | 2,724 | 2,612 | 9,420 | 7,628 |
Income (loss) from operations | -475 | 282 | -2,790 | 918 |
Change in fair value of derivative liabilities | 13 | -135 | 17 | -108 |
Interest expense, net | -54 | -58 | -171 | -175 |
Income (loss) before income taxes | -516 | 89 | -2,944 | 635 |
Benefit (provision) for income taxes, net | 175 | -96 | 1,074 | -304 |
Net income (loss) | ($341) | ($7) | ($1,870) | $331 |
Earnings (loss) per share | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.02) | ' | ($0.11) | $0.02 |
Diluted (in dollars per share) | ($0.02) | ' | ($0.11) | $0.02 |
Weighted average number of shares outstanding - basic (in shares) | 17,678 | 17,634 | 17,666 | 17,628 |
Weighted average number of shares outstanding - dilutive (in shares) | 17,678 | 17,634 | 17,666 | 17,731 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
In Thousands, except Share data | ||||
Beginning Balance, Amount at Dec. 31, 2011 | $18 | $25,356 | ($3,257) | $22,117 |
Beginning Balance, Shares at Dec. 31, 2011 | 17,618 | ' | ' | ' |
Options exercised, Shares | 28 | ' | ' | ' |
Options exercised, Amount | ' | 20 | ' | 20 |
Stock based compensation | ' | 161 | ' | 161 |
Stock swap to acquire options, Shares | -7 | ' | ' | ' |
Stock swap to acquire options, Amount | ' | -20 | ' | -20 |
Net income (loss) | ' | ' | 617 | 617 |
Ending Balance, Amount at Dec. 31, 2012 | 18 | 25,517 | -2,640 | 22,895 |
Ending Balance, Shares at Dec. 31, 2012 | 17,639 | ' | ' | ' |
Options exercised, Shares | 51 | ' | ' | ' |
Options exercised, Amount | ' | 71 | ' | 71 |
Stock based compensation | ' | 348 | ' | 348 |
Stock swap to acquire options, Shares | -7 | ' | ' | ' |
Stock swap to acquire options, Amount | ' | -23 | ' | -23 |
Net income (loss) | ' | ' | -1,870 | -1,870 |
Ending Balance, Amount at Sep. 30, 2013 | $18 | $25,913 | ($4,510) | $21,421 |
Ending Balance, Shares at Sep. 30, 2013 | 17,683 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities | ' | ' |
Net income (loss) | ($1,870) | $331 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 620 | 640 |
Provision for (recovery of) inventory obsolescence | 40 | -19 |
Gain on disposal of property and equipment, net | -3 | -41 |
Stock-based compensation | 348 | 109 |
Change in fair value of liabilities | -17 | 108 |
Provision (benefit) for deferred taxes | -1,075 | 298 |
Changes in current assets and liabilities: | ' | ' |
Trade receivables | 778 | -422 |
Prepaid expenses | 277 | -324 |
Inventories | -1,022 | 414 |
Deposits and other assets | -363 | -289 |
Accounts payable | 368 | -468 |
Accrued and other liabilities | 730 | -183 |
Net cash provided by (used in) operating activities | -1,189 | 154 |
Cash flows from investing activities | ' | ' |
Purchases of property and equipment | -417 | -449 |
Net cash used in investing activities | -417 | -449 |
Cash flows from financing activities | ' | ' |
Proceeds from stock options exercised | 48 | ' |
Repayments of mortgage note payable | -103 | -97 |
Net cash used in financing activities | -55 | -97 |
Net change in cash and cash equivalents | -1,661 | -392 |
Cash and cash equivalents, beginning of period | 4,162 | 4,880 |
Cash and cash equivalents, end of period | 2,501 | 4,488 |
Interest | 171 | 175 |
Income taxes | ' | ' |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Basis Of Presentation | ' |
NOTE 1. BASIS OF PRESENTATION | ' |
Unless the context otherwise indicates, the terms “we,” “our,” “us,” “Bovie,” and similar terms refer to Bovie Medical Corporation and its consolidated subsidiaries. | |
The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, please refer to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year. | |
Certain amounts in the September 30, 2012 and December 31, 2012 financial statements may have been reclassified to conform to the presentation in the September 30, 2013 financial statements. |
INVENTORIES
INVENTORIES | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventories | ' | ||||||||
NOTE 2. INVENTORIES | ' | ||||||||
Inventories are stated at the lower of cost or market. Cost is determined principally on the average cost method. Inventories at September 30, 2013 and December 31, 2012 were as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 5,652 | $ | 5,133 | |||||
Work in process | 702 | 853 | |||||||
Finished goods | 2,591 | 2,016 | |||||||
Gross inventories | 8,945 | 8,002 | |||||||
Less: reserve for obsolescence | (419 | ) | (459 | ) | |||||
Net inventories | $ | 8,526 | $ | 7,543 |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Intangible Assets | ' | ||||||||
NOTE 3. INTANGIBLE ASSETS | ' | ||||||||
At September 30, 2013 and December 31, 2012 intangible assets consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Trade name (life indefinite) | $ | 1,510 | $ | 1,510 | |||||
Purchased technology (9-17 yr life) | $ | 1,441 | $ | 1,441 | |||||
Less: accumulated amortization | (843 | ) | (777 | ) | |||||
Net carrying amount | $ | 598 | $ | 664 | |||||
License rights (5 yr life) | $ | 316 | $ | 316 | |||||
Less accumulated amortization | (316 | ) | (316 | ) | |||||
Net carrying amount | $ | -- | $ | -- | |||||
Amortization of intangibles, which is included in depreciation and amortization in the accompanying statements of cash flows, and selling, general, and administrative expenses in the accompanying statements of operations was approximately $66,300 and $92,600 during the respective nine month periods ended September 30, 2013 and 2012. |
NEW_ACCOUNTING_PRONOUNCEMENTS
NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements | ' |
NOTE 4. NEW ACCOUNTING PRONOUNCEMENTS | ' |
In January 2013, the FASB issued ASU 2013-01, "Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." ASU 2013-01 clarifies the scope of ASU 2011-11 to apply to derivative instruments that are offset or subject to an enforceable master netting arrangement or similar agreement. This clarified guidance is effective for annual reporting periods beginning on or after January 1, 2013 and subsequent interim periods. The revised requirements of ASU 2013-01 did not have a material impact on our financial statements. | |
In July 2013, the FASB issued ASU 2013-11, “Presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.” ASU 2013-11 requires companies to present a deferred tax asset net of related unrecognized tax benefits if there is a net operating loss or other tax carryforwards that would apply in settlement of the uncertain tax position. To the extent that an uncertain tax position would not be settled through a reduction of a net operating loss or other tax carryforwards, the unrecognized tax benefit will be presented as a liability. The guidance is effective for the fiscal year beginning January 1, 2014, with early adoption permitted. We anticipate adopting the new guidance effective January 1, 2014 and are evaluating the impact, if any, that this new guidance will have on our financial statements. | |
We have reviewed all other recently issued standards and have determined they will not have a material impact on our consolidated financial statements, or do not apply to our operations. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
NOTE 5. FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||
Certain assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2013 are measured in accordance with FASB ASC Topic 820-10-05, Fair Value Measurements. FASB ASC Topic 820-10-05 defines fair value, establishes a framework for measuring fair value and expands the disclosure requirements regarding fair value measurements for financial assets and liabilities as well as for non-financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis in the financial statements. | |||||||||||||||||
The statement requires fair value measurement be classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||||
Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and | |||||||||||||||||
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | |||||||||||||||||
The following table summarizes our financial instruments measured at fair value as of September 30, 2013 (in thousands): | |||||||||||||||||
30-Sep-13 | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and equivalents – United States | $ | 2,501 | $ | 2,501 | $ | - | $ | -- | |||||||||
Liabilities: | |||||||||||||||||
Warrant liability (1) | $ | 68 | $ | – | $ | – | $ | 68 | |||||||||
The following table summarizes our financial instruments measured at fair value as of December 31, 2012 (in thousands): | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and equivalents – United States | $ | 4,162 | $ | 4,162 | $ | – | $ | – | |||||||||
Liabilities: | |||||||||||||||||
Warrant liability (1) | $ | 85 | $ | – | $ | – | $ | 85 | |||||||||
-1 | The warrants are valued using a binomial lattice valuation methodology because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used in this model at inception and as of September 30, 2013 included an expected remaining life of 2 years, an expected dividend yield of zero, estimated volatility range between 40% - 43%, and risk-free rates of return range between 0.31% - 0.40%. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants and volatility is based on a weighted average of the historical volatility of our stock price and peer company stock price volatility. We also take into consideration a probability assumption for anti-dilution. | ||||||||||||||||
. | |||||||||||||||||
Activity in our Level 3 liabilities was as follows (in thousands): | |||||||||||||||||
Description | September 30, | December 31, | |||||||||||||||
2013 | 2012 | ||||||||||||||||
Beginning balance | $ | 85 | $ | 105 | |||||||||||||
Total loss (gain) included in earnings (2) | -17 | (20 | ) | ||||||||||||||
Ending Balance | $ | 68 | $ | 85 | |||||||||||||
-2 | Gains and losses for the periods related to the revaluation of equity based liabilities. These gains or losses are included in our consolidated statements of operations. |
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings (loss) per share | ' | ||||||||||||||||
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 (primarily stock options). The following table provides the computation of basic and diluted earnings per share for the three month and nine month periods ending September 30, 2013 and 2012. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands, except EPS) | 2013 | 2012 | 2013 | ||||||||||||||
Net income (loss) | (341 | ) | (7 | ) | (1,870 | ) | $ | 331 | |||||||||
Basic weighted average shares | 17,678 | 17,634 | 17,666 | 17,628 | |||||||||||||
outstanding | |||||||||||||||||
Effect of potential dilutive securities | — | — | — | 103 | |||||||||||||
Diluted weighted average | 17,678 | 17,634 | 17,666 | 17,731 | |||||||||||||
shares outstanding | |||||||||||||||||
Basic EPS | (0.02 | ) | — | (0.11 | ) | $ | 0.02 | ||||||||||
Diluted EPS | (0.02 | ) | — | (0.11 | ) | $ | 0.02 | ||||||||||
For the nine months ended September 30, 2013 and 2012, options and warrants to purchase approximately 1.0 million and 0.8 million shares of common stock respectively, were excluded from the computation of diluted earnings per share because their effects were anti-dilutive. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Stock-Based Compensation | ' | ||||||||
NOTE 7. STOCK-BASED COMPENSATION | ' | ||||||||
Under our stock option plan, our board of directors may grant options to purchase common shares to our key employees, officers, directors and consultants. We account for stock options in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, with option expense amortized over the vesting period based on the binomial lattice option-pricing model fair value on the grant date, which includes a number of estimates that affect the amount of our expense. During the nine months ended September 30, 2013, we expensed approximately $348,000 in stock-based compensation. | |||||||||
Activity in our stock options during the period ended September 30, 2013 was as follows: | |||||||||
Number of | Weighted | ||||||||
Options | Average | ||||||||
(in thousands) | Exercise Price | ||||||||
Outstanding at December 31, 2012 | 1,879 | $ | 3.81 | ||||||
Granted | 102 | $ | 4.41 | ||||||
Exercised | (51 | ) | $ | 1.38 | |||||
Legal Award | 94 | 7 | |||||||
Cancelled | (352 | ) | $ | 3.13 | |||||
Outstanding at September 30, 2013 | 1,672 | $ | 4.24 | ||||||
The grant date fair value of options granted during the first nine months of 2013 were estimated on the grant date using a binomial lattice option-pricing model and the following assumptions: expected volatility of 43%, expected term of between 3-5 years, risk-free interest rate of between 0.34 - 0.4%, and expected dividend yield of 0%. | |||||||||
Expected volatility is based on a weighted average of the historical volatility of our stock and peer company volatility. We use a peer group that has openly traded stock options on the options market which provides a more accurate gauge of industry volatility. The weighting percentages relative to our stock and the peer group is a 50%/50% weighting. Our peer group has remained relatively the same throughout our calculations year over year, and a peer is only replaced with a similar peer company if it is removed from the public stock exchanges or no longer has significantly traded volume on the open stock options market. 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 the options. We use historical data to estimate pre-vesting forfeiture rates. | |||||||||
During the nine months ended September 30, 2013, we issued 44,798 common shares in exchange for 51,000 non-employee stock options and 6,202 common shares (via a stock swap). Net proceeds from the issuance of common shares along with the shares received in the stock swap exercises were $48,025 for the nine months ended September 30, 2013. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
NOTE 8. INCOME TAXES | ' |
While we are subject to U.S. federal income tax as well as income tax of certain state jurisdictions, during the three months ended September 30, 2013, our current provisions were zero because the net effect of our permanent and temporary differences resulted in us recognizing losses for tax purposes. At September 30, 2013, we have remaining net operating loss carry-forwards of approximately $7.2 million to reduce any future taxable income earned in various years through the tax year 2030. Our effective tax rate of (33.9%) for the three months ended September 30, 2013 was different than the statutory tax rates primarily because we recognized certain temporary and permanent adjustments for financial statement purposes. |
COMMITMENTS_CONTINGENCIES_AND_
COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Commitments Contingencies And Concentrations | ' | ||||||||||||||||||||||||
NOTE 9. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS | ' | ||||||||||||||||||||||||
We are obligated under various operating leases for our facilities and certain equipment, most notably a lease for a manufacturing and warehouse facility in St. Petersburg, Florida that requires monthly payments of approximately $14,000 and expires on October 31, 2013. The following is a schedule of approximate future minimum lease payments under operating leases having remaining terms in excess of one year as of September 30, 2013 for the calendar years ended December 31, 2013 and 2014. (in thousands): | |||||||||||||||||||||||||
2013 | $ | 37 | |||||||||||||||||||||||
2014 | 12 | ||||||||||||||||||||||||
Total | $ | 49 | |||||||||||||||||||||||
Rent expense approximated $117,000 and $139,000 for the nine month periods ending September 30, 2013 and 2012 respectively. | |||||||||||||||||||||||||
We have a manufacturing agreement with our Bulgarian supplier which provides for certain contingent payments on our part if we terminate our arrangement prior to July 1, 2014. The table below reflects our approximate contingent liability for the calendar years ended December 31, 2013, and 2014 (in thousands): | |||||||||||||||||||||||||
2013 | $ | 32 | |||||||||||||||||||||||
2014 | 73 | ||||||||||||||||||||||||
Total | $ | 105 | |||||||||||||||||||||||
Other future contractual obligations for agreements with initial terms greater than one year and agreements to purchase materials in the normal course of business are summarized as follows (in thousands): | |||||||||||||||||||||||||
Description | Years Ending December 31, | ||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||||||
Employment agreements | $ | 242 | $ | 846 | $ | 786 | $ | — | $ | — | $ | — | |||||||||||||
Purchase commitments | 666 | 1,901 | — | — | — | — | |||||||||||||||||||
Consulting contracts | 18 | 72 | — | — | — | — | |||||||||||||||||||
Long-term debt | 73 | 3,243 | — | — | — | — | |||||||||||||||||||
Total | $ | 999 | $ | 6,062 | $ | 786 | $ | — | $ | — | $ | — | |||||||||||||
Livneh/Lican Development Litigation | |||||||||||||||||||||||||
In July 2012, Steven Livneh and two of his related entities, Henvil Corp. Ltd. and Lican Development Ltd., commenced a new action against the Company, Andrew Makrides, and Moshe Citronowicz in the United States District Court for the Middle District of Florida (Tampa Division). The complaint asserts, among other things, that (i) the defendants breached their obligations to the plaintiffs under a Settlement Agreement effective as of December 28, 2011, the terms of which have been disclosed in our previous filings, by allegedly failing to take certain actions that would have facilitated the plaintiffs’ marketing and sale of the Seal-N-Cut products in the People’s Republic of China (“PRC”), (ii) that defendants tortiously interfered with plaintiffs’ business relationships and expectations in PRC allegedly by, among other things, refusing to provide plaintiffs with an ICON VS generator and (iii) plaintiffs allegedly suffered damages as a result of defendants’ breaches and misrepresentations. The complaint seeks, among other things, the following: (i) compensatory damages in excess of $10 million, (ii) an order directing Bovie to provide plaintiffs with an ICON VS generator, (iii) an assignment to plaintiffs of all patents identified in the Settlement Agreement, and (iv) rescission of the Settlement Agreement. We continue to believe the allegations to be without merit, and we will continue to defend the action vigorously | |||||||||||||||||||||||||
Earlier this year, both parties moved for summary judgment. Plaintiffs moved for a judgment as to the defendants’ liability for breach of contract, leaving the decision of damages for determination later. Defendants moved for a determination that the plaintiffs could not recover their alleged lost profits in PRC as consequential damages, arguing that any such damages would be speculative and for dismissal of the tortuous interference and fraud in the inducement claims. On September 23, the Court denied all summary judgment motions. | |||||||||||||||||||||||||
Trial is scheduled for December 2013. | |||||||||||||||||||||||||
Stockholder Derivative Action | |||||||||||||||||||||||||
As previously reported, in September 2011, we were served in a purported stockholder derivative action that was filed in the United States District Court for the Middle District of Florida against the Company and certain of its present and former officers and directors. The complaint asserts, among other things, breach of fiduciary duties and bad faith in relation to the management of our business. The complaint seeks, among other things, unspecified compensatory damages and various forms of equitable relief. The allegations in the derivative action appear to be based largely on the January 10, 2011 Livneh counterclaim described above. | |||||||||||||||||||||||||
On March 29, 2012, plaintiffs amended their complaint to remove one of the plaintiffs and replace it with another. The amended complaint asserts essentially the same allegations as the original filing. We believe the allegations to be frivolous and without merit and we intend to defend the action vigorously. We are investigating whether there is a collusive connection between the derivative action and the previously settled lawsuit with Livneh. In May 2012, we, together with the individual defendants filed a motion to dismiss the plaintiff’s complaint based, in part, upon the plaintiff’s failure to make demand upon the board as required by applicable law. The motion was denied and the parties are proceeding with discovery. The parties are presently engaged in a court sanctioned mediation process. The outcome of this matter is uncertain, no range of potential loss can be estimated and accordingly no effect has given to any loss that may result from the resolution of this matter in the accompanying consolidated financial statements. | |||||||||||||||||||||||||
Keen Action | |||||||||||||||||||||||||
In connection with the previously disclosed litigation pending in the United States District Court for the Middle District of Florida between the Company and Leonard Keen, the Company’s former Vice President and General Counsel, on August 8, 2013, following a jury trial, the jury returned a verdict in favor of Mr. Keen awarding him $622,500 in severance. In addition, the jury determined that, Mr. Keen’s previously issued 110,000 stock options should be reinstated and accelerated, and that the Company must indemnify Mr. Keen for any damages or costs he suffered in his capacity as an employee of Bovie pursuant to the terms of Mr. Keen’s prior employment agreement with the Company. | |||||||||||||||||||||||||
Mr. Keen has filed a motion requesting an award of attorney’s fees pursuant to his employment agreement and Florida Law. The Company has filed its own request of statutory fees as the prevailing party on plaintiff’s dismissed Florida Whistleblower Act claim. These motions are awaiting a decision from the Court. The Company has elected not to appeal the verdict. | |||||||||||||||||||||||||
Amounts related to the verdict of this case were accrued and expensed in the second quarter ended June 30, 2013. | |||||||||||||||||||||||||
Concentrations | |||||||||||||||||||||||||
During the nine months ended September 30, 2013 we reported sales aggregating approximately $17.5 million of which the three largest customers accounted for 11.8%, 11.7%, and 10.5%. At September 30, 2013, two customers accounted for more than 10% of our accounts receivable and accounted for approximately 25.4% of our total accounts receivable in aggregate. | |||||||||||||||||||||||||
For the nine months ended September 30, 2013 and 2012 revenue was derived from the following: | |||||||||||||||||||||||||
Description | September 30, | September 30, | |||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Domestic | 82.2 | % | 81.2 | % | |||||||||||||||||||||
Foreign | 17.8 | % | 18.8 | % |
RELATED_PARTY_TRANSACTION
RELATED PARTY TRANSACTION | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Related Party Transaction | ' | ||||||
NOTE 10. RELATED PARTY TRANSACTIONS | ' | ||||||
A relative of Moshe Citronowicz, Bovie’s Senior Vice President, is considered a related party. Arik Zoran, who is the brother of Moshe Citronowicz, is a principal of arLogic, Inc., a consulting firm providing engineering services to us. Our agreement with arLogic, Inc. provides for a monthly retainer for engineering support for our existing generator product line and a separate hourly based fee structure for additional consulting services related to new product lines. During March 2013, we amended our consulting services agreement with arLogic, Inc. and extended the contract term until December 31, 2014. The amendment also provided for an automatic one year renewal provision unless either party gives written notice to terminate at least one year prior to expiration. arLogic was paid consulting fees of approximately $188,100 and $152,600 during the nine months ended September 30, 2013 and 2012, respectively. | |||||||
The table below reflects our approximate minimum retainer liability for the calendar years ended December 31, 2013, and 2014 (in thousands): | |||||||
2013 | $ | 18 | |||||
2014 | 72 | ||||||
Total | $ | 90 | |||||
A second relative of Mr. Citronowicz is considered a related party. Yechiel Tsitrinovich is also a brother of Mr. Citronowicz, and acts as a consultant to the Company related to research and development of certain products. Mr. Tsitrinovich has a royalty contract with us related to the creation and design of a proprietary technology that is used in some of our generators. Mr. Tsitrinovich was paid a combination of consulting fees and royalties on previous product designs approximating $57,000 and $61,400 for the nine months ended September 30, 2013 and 2012, respectively. |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Event | ' |
NOTE 11. SUBSEQUENT EVENT | ' |
On October 22, 2013, we entered into an amendment to our credit facilities with PNC Bank. Pursuant to the amendment, we terminated our revolving line of credit. In addition, the amendment provided for changes to our mortgage note credit facility and previous amendment: (a) the definition of “adjusted EBITDA” contained in our credit agreement dated October 31, 2011, as amended, relating to $4,000,000 in Pinellas County Industrial Development Revenue Bonds Series 2008 was amended to exclude the one-time payment on the judgment in favor of Leonard Keen in the approximate amount of $848,000, effective as of June 30, 2013; (b) in addition to the payments of principal and interest otherwise required under the bonds, from November 1, 2013 through and including September 1, 2014, the Company shall make additional principal payments of $12,000 per month and redeem the bonds in full on October 1, 2014; and (c) amended the covenant containing the adjusted EBITDA targets, as more fully set forth in the fourth amendment. The amendment also grants PNC a security interest in all of our property and equipment (excluding patents) as additional collateral to secure our obligations under the credit agreement. All other terms of our remaining credit agreement, as amended remain in full force and effect. | |
The Company intends to refinance the debt with another financial institution, of which there can be no assurance that we can obtain such additional financing on commercially reasonable terms, if at all. The result of refinancing this debt may require an exit fee of approximately $390,000, measured as of October 31, 2013, to pay off an embedded swap interest rate collar position, depending upon the type of financing. This interest rate collar was the result of our previous refinancing of the industrial revenue bonds on October 31, 2011 with PNC Bank. |
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventories Tables | ' | ||||||||
Schedule of inventory | ' | ||||||||
Inventories are stated at the lower of cost or market. Cost is determined principally on the average cost method. Inventories at September 30, 2013 and December 31, 2012 were as follows (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 5,652 | $ | 5,133 | |||||
Work in process | 702 | 853 | |||||||
Finished goods | 2,591 | 2,016 | |||||||
Gross inventories | 8,945 | 8,002 | |||||||
Less: reserve for obsolescence | (419 | ) | (459 | ) | |||||
Net inventories | $ | 8,526 | $ | 7,543 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Intangible Assets Tables | ' | ||||||||
Schedule of intangible assets | ' | ||||||||
At September 30, 2013 and December 31, 2012 intangible assets consisted of the following (in thousands): | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Trade name (life indefinite) | $ | 1,510 | $ | 1,510 | |||||
Purchased technology (9-17 yr life) | $ | 1,441 | $ | 1,441 | |||||
Less: accumulated amortization | (843 | ) | (777 | ) | |||||
Net carrying amount | $ | 598 | $ | 664 | |||||
License rights (5 yr life) | $ | 316 | $ | 316 | |||||
Less accumulated amortization | (316 | ) | (316 | ) | |||||
Net carrying amount | $ | — | $ | — |
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Measurements Tables | ' | ||||||||||||||||
Financial instruments measured at fair value | ' | ||||||||||||||||
The following table summarizes our financial instruments measured at fair value as of September 30, 2013 (in thousands): | |||||||||||||||||
30-Sep-13 | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and equivalents – United States | $ | 2,501 | $ | 2,501 | $ | - | $ | -- | |||||||||
Liabilities: | |||||||||||||||||
Warrant liability (1) | $ | 68 | $ | – | $ | – | $ | 68 | |||||||||
The following table summarizes our financial instruments measured at fair value as of December 31, 2012 (in thousands): | |||||||||||||||||
31-Dec-12 | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and equivalents – United States | $ | 4,162 | $ | 4,162 | $ | – | $ | – | |||||||||
Liabilities: | |||||||||||||||||
Warrant liability (1) | $ | 85 | $ | – | $ | – | $ | 85 | |||||||||
-1 | The warrants are valued using a binomial lattice valuation methodology because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used in this model at inception and as of September 30, 2013 included an expected remaining life of 2 years, an expected dividend yield of zero, estimated volatility range between 40% - 43%, and risk-free rates of return range between 0.31% - 0.40%. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants and volatility is based on a weighted average of the historical volatility of our stock price and peer company stock price volatility. We also take into consideration a probability assumption for anti-dilution. | ||||||||||||||||
Activity in Level 3 assets | ' | ||||||||||||||||
Activity in our Level 3 liabilities was as follows (in thousands): | |||||||||||||||||
Description | September 30, | December 31, | |||||||||||||||
2013 | 2012 | ||||||||||||||||
Beginning balance | $ | 85 | $ | 105 | |||||||||||||
Total loss (gain) included in earnings (2) | -17 | (20 | ) | ||||||||||||||
Ending Balance | $ | 68 | $ | 85 | |||||||||||||
-2 | Gains and losses for the periods related to the revaluation of equity based liabilities. These gains or losses are included in our consolidated statements of operations. |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Earnings Per Share Tables | ' | ||||||||||||||||
Computation of basic and diluted earnings (loss) per share | ' | ||||||||||||||||
The following table provides the computation of basic and diluted earnings per share for the three month and nine month periods ending September 30, 2013 and 2012. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands, except EPS) | 2013 | 2012 | 2013 | ||||||||||||||
Net income (loss) | (341 | ) | (7 | ) | (1,870 | ) | $ | 331 | |||||||||
Basic weighted average shares | 17,678 | 17,634 | 17,666 | 17,628 | |||||||||||||
outstanding | |||||||||||||||||
Effect of potential dilutive securities | — | — | — | 103 | |||||||||||||
Diluted weighted average | 17,678 | 17,634 | 17,666 | 17,731 | |||||||||||||
shares outstanding | |||||||||||||||||
Basic EPS | (0.02 | ) | — | (0.11 | ) | $ | 0.02 | ||||||||||
Diluted EPS | (0.02 | ) | — | (0.11 | ) | $ | 0.02 | ||||||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Stock-Based Compensation Tables | ' | ||||||||
Activity in stock options | ' | ||||||||
Activity in our stock options during the period ended September 30, 2013 was as follows: | |||||||||
Number of | Weighted | ||||||||
Options | Average Exercise Price | ||||||||
(in thousands) | |||||||||
Outstanding at December 31, 2012 | 1,879 | $ | 3.81 | ||||||
Granted | 102 | $ | 4.41 | ||||||
Exercised | (51 | ) | $ | 1.38 | |||||
Legal Award | 94 | 7 | |||||||
Cancelled | (352 | ) | $ | 3.13 | |||||
Outstanding at September 30, 2013 | 1,672 | $ | 4.24 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||||
Commitments And Contingencies Tables | ' | ||||||||||||||||||||||||
Future minimum lease payments under operating leases | ' | ||||||||||||||||||||||||
The following is a schedule of approximate future minimum lease payments under operating leases having remaining terms in excess of one year as of September 30, 2013 for the calendar years ended December 31, 2013 and 2014. (in thousands): | |||||||||||||||||||||||||
2013 | $ | 37 | |||||||||||||||||||||||
2014 | 12 | ||||||||||||||||||||||||
Total | $ | 49 | |||||||||||||||||||||||
Approximate contingent liability for the calendar years | ' | ||||||||||||||||||||||||
The table below reflects our approximate contingent liability for the calendar years ended December 31, 2013, and 2014 (in thousands): | |||||||||||||||||||||||||
2013 | $ | 32 | |||||||||||||||||||||||
2014 | 73 | ||||||||||||||||||||||||
Total | $ | 105 | |||||||||||||||||||||||
Other future contractual obligations | ' | ||||||||||||||||||||||||
Other future contractual obligations for agreements with initial terms greater than one year and agreements to purchase materials in the normal course of business are summarized as follows (in thousands): | |||||||||||||||||||||||||
Description | Years Ending December 31, | ||||||||||||||||||||||||
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||||||
Employment agreements | $ | 242 | $ | 846 | $ | 786 | $ | — | $ | — | $ | — | |||||||||||||
Purchase commitments | 666 | 1,901 | — | — | — | — | |||||||||||||||||||
Consulting contracts | 18 | 72 | — | — | — | — | |||||||||||||||||||
Long-term debt | 73 | 3,243 | — | — | — | — | |||||||||||||||||||
Total | $ | 999 | $ | 6,062 | $ | 786 | $ | — | $ | — | $ | — | |||||||||||||
Derived revenue | ' | ||||||||||||||||||||||||
For the nine months ended September 30, 2013 and 2012 revenue was derived from the following: | |||||||||||||||||||||||||
Description | September 30, | September 30, | |||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||
Domestic | 82.2 | % | 81.2 | % | |||||||||||||||||||||
Foreign | 17.8 | % | 18.8 | % |
RELATED_PARTY_TRANSACTION_Tabl
RELATED PARTY TRANSACTION (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Related Party Transaction Tables | ' | ||||||
Approximate minimum retainer liability | ' | ||||||
The table below reflects our approximate minimum retainer liability for the calendar years ended December 31, 2013, and 2014 (in thousands): | |||||||
2013 | $ | 18 | |||||
2014 | 72 | ||||||
Total | $ | 90 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories Details | ' | ' |
Raw materials | $5,652 | $5,133 |
Work in process | 702 | 853 |
Finished goods | 2,591 | 2,016 |
Gross inventories | 8,945 | 8,002 |
Less: reserve for obsolescence | -419 | 459 |
Net inventories | $8,526 | $7,543 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Net carrying amount | $598 | $664 |
Trade Names [Member] | ' | ' |
Indefinite-lived intangible assets | 1,510 | 1,510 |
Purchased Technology [Member] | ' | ' |
Finite-lived intangible assets, gross | 1,441 | 1,441 |
Less: accumulated amortization | -843 | -777 |
Net carrying amount | 598 | 664 |
Purchased Technology [Member] | Minimum [Member] | ' | ' |
Useful life | '9 years | ' |
Purchased Technology [Member] | Maximum [Member] | ' | ' |
Useful life | '17 years | ' |
License Rights [Member] | ' | ' |
Finite-lived intangible assets, gross | 316 | 316 |
Less: accumulated amortization | -316 | -316 |
Net carrying amount | ' | ' |
Useful life | '5 years | ' |
INTANGIBLE_ASSETS_Details_Narr
INTANGIBLE ASSETS (Details Narrative) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Intangible Assets Details Narrative | ' | ' |
Amortization of Intangible Assets | $663 | $926 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | ||
In Thousands, unless otherwise specified | ||||||
Assets: | ' | ' | ' | ' | ||
Cash and equivalents - United States | $2,501 | $4,162 | $4,488 | $4,880 | ||
Liabilities: | ' | ' | ' | ' | ||
Warrant liability (1) | 68 | [1] | 85 | [1] | ' | ' |
Level 1 [Member] | ' | ' | ' | ' | ||
Assets: | ' | ' | ' | ' | ||
Cash and equivalents - United States | 2,501 | 4,162 | ' | ' | ||
Level 2 [Member] | ' | ' | ' | ' | ||
Assets: | ' | ' | ' | ' | ||
Cash and equivalents - United States | ' | ' | ' | ' | ||
Level 3 [Member] | ' | ' | ' | ' | ||
Assets: | ' | ' | ' | ' | ||
Cash and equivalents - United States | ' | ' | ' | ' | ||
Liabilities: | ' | ' | ' | ' | ||
Warrant liability (1) | $68 | [1] | $85 | [1] | ' | ' |
[1] | The warrants are valued using a binomial lattice valuation methodology because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used in this model at inception and as of September 30, 2013 included an expected remaining life of 2 years, an expected dividend yield of zero, estimated volatility range between 40% - 43%, and risk-free rates of return range between 0.31% - 0.40%. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants and volatility is based on a weighted average of the historical volatility of our stock price and peer company stock price volatility. We also take into consideration a probability assumption for anti-dilution. |
FAIR_VALUE_MEASUREMENTS_Detail1
FAIR VALUE MEASUREMENTS (Details 1) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | ||
Fair Value Measurements Details 1 | ' | ' | ||
Beginning balance | $85 | $105 | ||
Total loss (gain) included in earnings (1) | -17 | [1] | -20 | [1] |
Ending Balance | $68 | $85 | ||
[1] | Gains and losses for the periods related to the revaluation of equity based liabilities. These gains or losses are included in our consolidated statements of operations |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Earnings (loss) per share | ' | ' | ' | ' | ' |
Net income (loss) | ($341) | ($7) | ($1,870) | $331 | $617 |
Basic weighted average shares outstanding | 17,678 | 17,634 | 17,666 | 17,628 | ' |
Effect of potential dilutive securities | ' | ' | ' | 103 | ' |
Diluted weighted average shares outstanding | 17,678 | 17,634 | 17,666 | 17,731 | ' |
Basic earnings (loss) per share | ($0.02) | ' | ($0.11) | $0.02 | ' |
Diluted earnings (loss) per share | ($0.02) | ' | ($0.11) | $0.02 | ' |
EARNINGS_PER_SHARE_Details_Nar
EARNINGS PER SHARE (Details Narrative) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings (loss) per share | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,000,000 | 800,000 |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Number of options, outstanding | ' |
Outstanding, beginning of period (in shares) | 1,879,000 |
Granted (in shares) | 102,000 |
Exercised (in shares) | -51,000 |
Legal award (in shares) | 94,000 |
Cancelled (in shares) | -352,000 |
Outstanding, end of period (in shares) | 1,672,000 |
Weighted average exercise price | ' |
Outstanding, beginning of period (in dollars per share) | $3.81 |
Granted (in dollars per share) | $4.41 |
Exercised (in dollars per share) | $1.38 |
Legal award (in dollars per shares) | $7 |
Cancelled (in dollars per share) | $3.13 |
Outstanding, end of period (in dollars per share) | $4.24 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details Narrative) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 |
Stock-based compensation | $348,000 |
Expected volatility rate | 43.00% |
Expected dividend yield | 0.00% |
Weighting percentages relative to our stock and the peer group | '50%/50% |
Shares of common stock issued during period (in shares) | 44,798 |
Options exercised (in shares) | 51,000 |
Stock swap to acquire options (in shares) | 6,202 |
Net proceeds from issuance of common shares along with shares received in stock swap exercises | $48,025 |
Minimum [Member] | ' |
Expected term | '3 years |
Risk free interest rate | 0.34% |
Maximum [Member] | ' |
Expected term | '5 years |
Risk free interest rate | 0.40% |
INCOME_TAXES_Details_Narrative
INCOME TAXES (Details Narrative) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Income Taxes Details Narrative | ' |
Provision for current income taxes | $0 |
Net operating loss carryforwards | $7,200 |
Effective tax rate (in hundredths) | 33.90% |
COMMITMENTS_CONTINGENCIES_AND_1
COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Future minimum lease payments under operating leases | ' |
2013 | $37 |
2014 | 12 |
Total | $49 |
COMMITMENTS_CONTINGENCIES_AND_2
COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS (Details 1) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Commitments Contingencies And Concentrations Details 1 | ' |
2013 | $32 |
2014 | 73 |
Total | $105 |
COMMITMENTS_CONTINGENCIES_AND_3
COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS (Details 2) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
2013 | $999 |
2014 | 6,062 |
2015 | 786 |
2016 | ' |
2017 | ' |
2018 | ' |
Employment Agreements [Member] | ' |
2013 | 242 |
2014 | 846 |
2015 | 786 |
2016 | ' |
2017 | ' |
2018 | ' |
Purchase Commitments [Member] | ' |
2013 | 666 |
2014 | 1,901 |
2015 | ' |
2016 | ' |
2017 | ' |
2018 | ' |
Consulting Contracts [Member] | ' |
2013 | 18 |
2014 | 72 |
2015 | ' |
2016 | ' |
2017 | ' |
2018 | ' |
Long Term Debt [Member] | ' |
2013 | 73 |
2014 | 3,243 |
2015 | ' |
2016 | ' |
2017 | ' |
2018 | ' |
COMMITMENTS_CONTINGENCIES_AND_4
COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS (Details 3) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Domestic [Member] | ' | ' |
Derived revenue Percent | 82.20% | 81.20% |
Foreign [Member] | ' | ' |
Derived revenue Percent | 17.80% | 18.80% |
COMMITMENTS_CONTINGENCIES_AND_5
COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Monthly payments under operating leases | ' | ' | $14,000 | ' |
Operating leases, rent expense | ' | ' | 117,000 | 139,000 |
Sales | $5,794 | $6,671 | $17,532 | $20,843 |
Two Customers [Member] | ' | ' | ' | ' |
Percent in excess of total sales | ' | ' | 10.00% | ' |
Net accounts receivable due, percent | ' | ' | 25.40% | ' |
First Customer [Member] | ' | ' | ' | ' |
Customers accounted for sales percentage | ' | ' | 11.80% | ' |
Second Customer [Member] | ' | ' | ' | ' |
Customers accounted for sales percentage | ' | ' | 11.70% | ' |
Third Customer [Member] | ' | ' | ' | ' |
Customers accounted for sales percentage | ' | ' | 10.50% | ' |
RELATED_PARTY_TRANSACTION_Deta
RELATED PARTY TRANSACTION (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Approximate minimum retainer liability | ' |
2013 | $18 |
2014 | 72 |
Total | $90 |
RELATED_PARTY_TRANSACTION_Deta1
RELATED PARTY TRANSACTION (Details Narrative) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Arik Zoran [Member] | ' | ' |
Consulting fees | $188,100 | $152,600 |
Yechiel Tsitrinovich [Member] | ' | ' |
Consulting fees | $57,000 | $61,400 |