Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 14, 2014 | Jun. 30, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'BOVIE MEDICAL CORP | ' | ' |
Entity Central Index Key | '0000719135 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'true | ' | ' |
Amendment Description | 'We are filing this Amendment No. 1 (the “Amendment”) to the Company’s Report on Form 10-K for the year ended December 31, 2013 (the “Original Form 10-K”), which was filed with the Commission on March 31, 2014. The Amendment is being filed to correct our basic and diluted loss per share as reported in the Original Form 10-K due to the failure to deduct (a) $2.616 million attributable to the beneficial conversion feature of the shares of Series A 6% Convertible Preferred Stock (the “Preferred Stock”) which we issued on December 13, 2013, and, (b) the accretion of $39,000 related to the Preferred Stock from December 13, 2013 through December 31, 2013, from the calculation in accordance with ASC 480-10-S99-2-20. The impact of this correction increases basic and diluted loss per share for the year ended December 31, 2013 by $0.15 to $0.40. Additionally, we have added a disclosure to Part II, Item 9A (Controls and Procedures) to reflect the disclosure of a material weakness in our internal controls for the reasons disclosed in the preceding paragraph. The $2.616 million deduction is a one-time non-cash, deemed dividend. The $39,000 accretion of the Preferred Stock is treated as a reduction in the net income (loss) attributable to common shareholders which will be recorded until the Preferred Stock is fully accreted to it’s face value. The abovementioned corrections do not have an effect on net income, comprehensive income or cash flows for the year ended December 31, 2013, and does not impact total stockholders’ equity as of December 31, 2013. | ' | ' |
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 | ' |
Entity Public float | ' | ' | $52,558,000 |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $7,924 | $4,162 |
Trade accounts receivable, net | 1,990 | 2,874 |
Inventories, net | 8,415 | 7,543 |
Current portion of deposits | 948 | 714 |
Prepaid expenses and other current assets | 545 | 951 |
Total current assets | 19,822 | 16,244 |
Property and equipment, net | 7,063 | 7,229 |
Brand name and trademark | 1,510 | 1,510 |
Purchased technology, net | 575 | 664 |
Deferred income tax assets, net | 3,412 | 1,799 |
Deposits, net of current portion | 120 | 133 |
Other assets | 674 | 604 |
Total assets | 33,176 | 28,183 |
Current liabilities: | ' | ' |
Accounts payable | 1,060 | 803 |
Accrued payroll | 172 | 118 |
Accrued vacation | 200 | 186 |
Current portion of bonds payable to bank | 72 | 138 |
Accrued-litigation settlement | 541 | 232 |
Accrued and other liabilities | 867 | 445 |
Total current liabilities | 2,912 | 1,922 |
Bonds payable to bank, net of current portion | 3,185 | 3,281 |
Derivative liabilities - warrants | 5,749 | 85 |
Total liabilities | 11,846 | 5,288 |
Commitments and Contingencies (see Note 13) | ' | ' |
Series A 6% convertible preferred stock, par value $0.001; 3,500,000 shares authorized and issued; preference in liquidation - $7,000,000 | 2,259 | ' |
STOCKHOLDER'S EQUITY: | ' | ' |
Preferred stock, par value $.001; 10,000,000 shares authorized; | ' | ' |
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 December 31, 2013 and 2012, respectively | 18 | 18 |
Additional paid-in capital | 28,687 | 25,517 |
Deficit | -9,634 | -2,640 |
Total stockholders' equity | 19,071 | 22,895 |
Total liabilities and stockholders' equity | $33,176 | $28,183 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Current liabilities: | ' | ' |
Series A 6% convertible preferred stock, par value | $0.00 | $0.00 |
Series A 6% convertible preferred stock, shares authorized | 3,500,000 | 3,500,000 |
Series A 6% convertible preferred stock, shares issued | 3,500,000 | 3,500,000 |
Series A 6% convertible preferred stock, shares outstanding | 3,500,000 | 3,500,000 |
Series A 6% convertible preferred stock, liquidation | $7,000,000 | $7,000,000 |
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 (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Sales | ' | $27,671 | $25,411 |
Cost of sales | ' | 16,338 | 14,680 |
Gross profit | ' | 11,333 | 10,731 |
Gain on legal settlement | ' | ' | 750 |
Other costs: | ' | ' | ' |
Research and development | ' | 1,329 | 1,197 |
Professional services | ' | 1,439 | 1,250 |
Salaries and related costs | ' | 3,178 | 3,114 |
Selling, general and administrative | ' | 4,341 | 4,347 |
Legal awards and settlement | ' | ' | 1,591 |
Total other costs | ' | 10,287 | 11,499 |
Income (loss) from operations | ' | 1,046 | -18 |
Other income (expense): | ' | ' | ' |
Interest expense, net | ' | -232 | -237 |
Issuance cost | ' | ' | ' |
Fees associated with refinance | ' | ' | ' |
Gain (loss) on change in fair value of derivative liabilities | ' | 20 | 287 |
Total other income (expense), net | ' | -212 | 50 |
Income (loss) before income taxes | ' | 834 | 32 |
Provision for current income taxes | ' | ' | ' |
Benefit (provision) for deferred income taxes | ' | -217 | 77 |
Total benefit (provision) for income taxes - net | ' | -217 | 77 |
Net income (loss) | -4,339 | 617 | 109 |
Accretion of preferred shares | ' | ' | ' |
Deemed dividend on beneficial conversion feature | ' | ' | ' |
Net income (loss) attributable to common shareholders | ' | 617 | 109 |
Earnings (loss) per share | ' | ' | ' |
Basic (in dollars per share) | ' | $0.04 | $0.01 |
Diluted (in dollars per share) | ' | $0.03 | $0.01 |
Weighted average number of shares outstanding - basic (in shares) | ' | 17,631 | 17,597 |
Weighted average number of shares outstanding - dilutive (in shares) | ' | 17,787 | 17,669 |
Restated | ' | ' | ' |
Sales | 23,660 | ' | ' |
Cost of sales | 14,462 | ' | ' |
Gross profit | 9,198 | ' | ' |
Gain on legal settlement | ' | ' | ' |
Other costs: | ' | ' | ' |
Research and development | 1,260 | ' | ' |
Professional services | 1,835 | ' | ' |
Salaries and related costs | 3,235 | ' | ' |
Selling, general and administrative | 4,894 | ' | ' |
Legal awards and settlement | 1,640 | ' | ' |
Total other costs | 12,864 | ' | ' |
Income (loss) from operations | -3,666 | ' | ' |
Other income (expense): | ' | ' | ' |
Interest expense, net | -237 | ' | ' |
Issuance cost | -664 | ' | ' |
Fees associated with refinance | -543 | ' | ' |
Gain (loss) on change in fair value of derivative liabilities | -842 | ' | ' |
Total other income (expense), net | -2,286 | ' | ' |
Income (loss) before income taxes | -5,952 | ' | ' |
Provision for current income taxes | ' | ' | ' |
Benefit (provision) for deferred income taxes | 1,613 | ' | ' |
Total benefit (provision) for income taxes - net | 1,613 | ' | ' |
Net income (loss) | -4,339 | ' | ' |
Accretion of preferred shares | -39 | ' | ' |
Deemed dividend on beneficial conversion feature | -2,616 | ' | ' |
Net income (loss) attributable to common shareholders | ($6,994) | ' | ' |
Earnings (loss) per share | ' | ' | ' |
Basic (in dollars per share) | ($0.40) | ' | ' |
Diluted (in dollars per share) | ($0.40) | ' | ' |
Weighted average number of shares outstanding - basic (in shares) | 17,670 | ' | ' |
Weighted average number of shares outstanding - dilutive (in shares) | 17,670 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Common Stock | Additional Paid-in Capital | Deficit | Total |
In Thousands, except Share data | ||||
Beginning Balance, Amount at Dec. 31, 2010 | $18 | $25,113 | ($3,366) | $21,765 |
Beginning Balance, Shares at Dec. 31, 2010 | 17,563 | ' | ' | ' |
Options exercised, Shares | 69 | ' | ' | ' |
Options exercised, Amount | ' | 39 | ' | 39 |
Stock based compensation | ' | 132 | ' | 132 |
Stock swap to acquire options, Shares | -14 | ' | ' | ' |
Stock swap to acquire options, Amount | ' | -39 | ' | -39 |
Lican restricted stock liability settled | ' | 111 | ' | 111 |
Net loss | ' | ' | 109 | 109 |
Ending Balance, Amount at Dec. 31, 2011 | 18 | 25,356 | -3,257 | 22,117 |
Ending 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 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 | ' | 70 | ' | 70 |
Stock based compensation | ' | 506 | ' | 506 |
Stock swap to acquire options, Shares | -6 | ' | ' | ' |
Stock swap to acquire options, Amount | ' | -22 | ' | -22 |
Convertible preferred stock - beneficial conversion feature | ' | 2,616 | ' | 2,616 |
Deemed dividend on convertible preferred stock | ' | ' | -2,616 | -2,616 |
Accretion on convertible preferred stock | ' | ' | -39 | -39 |
Net loss | ' | ' | -4,339 | -4,339 |
Ending Balance, Amount at Dec. 31, 2013 | $18 | $28,687 | ($9,634) | $19,071 |
Ending Balance, Shares at Dec. 31, 2013 | 17,684 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities : | ' | ' | ' |
Net income (loss) | ($4,339) | $617 | $109 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation and amortization of property and equipment | 739 | 742 | 753 |
Amortization of intangible assets | 88 | 115 | 172 |
Provision for (recovery of) inventory obsolescence | 12 | -93 | 37 |
Loss (gain) on disposal of fixed assets | 16 | -41 | ' |
Stock-based compensation | 506 | 161 | 132 |
Non cash other income - warrants | 842 | -20 | -227 |
Non cash finance costs allocated to warrants | 42 | ' | ' |
Non cash other income - Lican | ' | ' | -61 |
Non cash legal settlement | ' | ' | 954 |
Provision (benefit) for deferred income taxes | -1,613 | 210 | -76 |
Change in assets and liabilities: | ' | ' | ' |
Trade receivables | 884 | -658 | -126 |
Prepaid expenses and other current assets | 406 | -241 | 257 |
Inventories | -884 | 287 | -719 |
Deposits | -234 | -227 | -111 |
Accounts payable | 257 | -284 | 134 |
Litigation settlement liability | 309 | -564 | 731 |
Accrued and other liabilities | 365 | 94 | -30 |
Accrued payroll | 54 | 30 | -12 |
Accrued vacation | 14 | 37 | -20 |
Net cash provided by (used in) operating activities | -2,536 | 165 | 1,897 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property and equipment | -588 | -753 | -542 |
Net cash used in investing activities | -588 | -753 | -542 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from convertible preferred stock and warrants | 7,000 | ' | ' |
Repayments of capital lease payable | ' | ' | -111 |
Proceeds from sales of common stock | 48 | ' | ' |
Proceeds from long-term debt | ' | ' | 3,549 |
Repayments of long-term debt | -162 | -130 | -3,740 |
Net cash provided by (used in) financing activities | 6,886 | -130 | -302 |
Net change in cash and cash equivalents | 3,762 | -718 | 1,053 |
Cash and cash equivalents at beginning of year | 4,162 | 4,880 | 3,827 |
Cash and cash equivalents at end of year | 7,924 | 4,162 | 4,880 |
Cash paid for: | ' | ' | ' |
Interest paid, net | 195 | 232 | 237 |
Income taxes | ' | ' | ' |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 1. DESCRIPTION OF BUSINESS | ' |
Bovie Medical Corporation (“Bovie”) was incorporated in 1982, under the laws of the State of Delaware and is a medical device company engaged in the manufacturing and marketing of electrosurgical devices. Our medical products include a wide range of devices including electrosurgical generators and accessories, cauteries, medical lighting, nerve locators and other products. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||
Consolidated Financial Statements | |||||||||
The accompanying consolidated financial statements include the accounts of Bovie and its wholly owned subsidiaries, Aaron Medical Industries, Inc., BVX Holdings LLC, and Bovie Holdings, Inc., (collectively, the “Company” or “we”, “our” or “us”). All intercompany transactions and balances have been eliminated in consolidation. | |||||||||
Use of Estimates in the Preparation of Financial Statements | |||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make. | |||||||||
Cash and Cash Equivalents | |||||||||
Holdings of highly liquid investments with original maturities of three months or less are considered to be cash equivalents. | |||||||||
Fair Values of Financial Instruments and Concentration of Credit Risk | |||||||||
The carrying amounts of our financial instruments included in current assets and liabilities approximate fair value due to their short term nature. In addition, we believe the book values of our bonds payable and capital lease payable approximates their fair values as the terms of such obligations approximate the terms at which similar types of borrowing arrangements could be currently obtained. | |||||||||
Financial instruments, which potentially subject us to significant concentrations of credit risk, consist primarily of cash and cash equivalents, and trade accounts receivable. With respect to cash, we frequently maintain cash and cash equivalent balances in excess of federally insured limits. We have not experienced any losses in such accounts. | |||||||||
With respect to receivables, our ten largest customers accounted for approximately 58%, 72% and 62% of trade receivables as of December 31, 2013, 2012 and 2011, respectively, and 60.9%, 66.3% and 64.6% of net revenues for the respective years then ended. In 2013, three customers accounted for more than 10% of our sales, National Distribution & Contracting Inc., PSS World Medical, and McKesson Medical Surgical, who had 13.1%, 10.9% and 10.3% respectively. In 2012, National Distribution & Contracting Inc. accounted for 12.4% of our sales, while in 2011, no one customer accounted for over 10% of our sales. All of these entities are customers of our U.S. operations. We perform ongoing credit evaluations of our customers and generally do not require collateral because we believe we have procedures in place to limit potential for significant losses, and because of the nature of our customer base. | |||||||||
Derivative Financial Instruments | |||||||||
We generally do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks. However, certain financial instruments, such as warrants, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Such financial instruments are initially recorded, and continuously carried, at fair value. | |||||||||
Determining the fair value of these instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, historical volatility and stock price, estimated life of the derivative, anti-dilution provisions, and conversion/redemption privileges. The use of different assumptions or changes in those assumptions could have a material effect on the estimated fair value amounts. | |||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||
Our credit terms for our billings range from net 10 days to net 30 days, depending on the customer agreement. Accounts receivable are determined to be past due if payments are not made in accordance with such agreements and an allowance is recorded for accounts that become three months past due or sooner if there are other indicators that the receivables may not be recovered. Customary collection efforts are initiated and receivables are written off when we determine they are not collectible and abandon these collection efforts. We gave negotiated sales volume discounts, which amounted to approximately $523,000, $565,000 and $520,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Sales are reported net of all discounts. | |||||||||
We evaluate the allowance for doubtful accounts on a regular basis for adequacy based upon our periodic review of the collectability of the receivables in light of historical experience, adverse situations that may affect our customers’ ability to pay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. Substantially all of the receivables included in the accompanying balance sheets were recovered subsequent to the respective year ends. Because of this, and because historical losses on accounts receivable have not been material, management believes that the allowances for doubtful accounts of approximately $39,000 and $32,000 at December 31, 2013 and 2012, respectively, are, or were, adequate to provide for possible bad debts. | |||||||||
Inventories and Repair Parts | |||||||||
Inventories are stated at the lower of average cost or market. Finished goods and work-in-process inventories include material, labor, and overhead costs. Factory overhead costs are allocated to inventory manufactured in-house based upon cost of materials. | |||||||||
We monitor usage reports to determine if the carrying value of any items should be adjusted due to lack of demand for the item and adjust the inventory for estimated obsolescence or unusable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. | |||||||||
Inventories at December 31, 2013 and 2012 were as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 5,470 | $ | 5,133 | |||||
Work in process | 882 | 853 | |||||||
Finished goods | 2,455 | 2,016 | |||||||
Gross inventories | 8,807 | 8,002 | |||||||
Less: reserve for obsolescence | (392 | ) | (459 | ) | |||||
Net inventories | $ | 8,415 | $ | 7,543 | |||||
During 2013, the reserves for raw materials inventory and related costs of sales decreased by approximately $67,000 due to disposing of old inventory. In 2012, the reserve and related cost of sales decreased by approximately $93,000 as a result of changes in estimates regarding the recoverability of certain types of our inventory. There are no reserves for finished goods or work in progress as of December 31, 2013 and 2012. | |||||||||
Property and Equipment | |||||||||
These assets are recorded at cost. Depreciation and amortization are provided for using the straight-line method over the estimated useful lives of the assets. The amortization of leasehold improvements is based on the shorter of the lease term or the life of the improvement. Betterments and large improvements, which extend the life of the asset, are capitalized, whereas maintenance and repairs and small improvements are expensed as incurred. The estimated useful lives are: machinery and equipment, 3-10 years; buildings, 39 years; molds, 7-15 years and furniture and fixtures, 5-10 years. | |||||||||
Intangible Assets | |||||||||
These assets consist of licenses, purchased technology and brand name and trademarks. The licenses and purchased technology (other intangibles) are being amortized by the straight-line method over a 5-17 year period commencing with the date they were placed in service. Estimated aggregate amortization expense for the five years ending December 31, 2018 is expected to approximate $577,000. | |||||||||
Brand name and trademark qualifies as an indefinite-lived intangible asset and is not subject to amortization. Intangibles with indefinite lives are analyzed for impairment annually or more frequently if events and circumstances indicate that the asset may be impaired. If impaired, an impairment loss is recognized in an amount equal to the excess of the asset's carrying value over its fair value. | |||||||||
Other Long-Lived Assets | |||||||||
We review other long-lived assets for recoverability if events or changes in circumstances indicate that the assets may have been impaired. This circumstance exists when the carrying amount of the asset exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. In those cases an impairment loss is recognized to the extent that the assets’ carrying amount exceeds its fair value. Any impairment losses are not restored in the future if the fair value increases. At December 31, 2013, we believe the remaining carrying values of our long-lived assets are recoverable. | |||||||||
Revenue Recognition | |||||||||
Revenue is recognized when title has been transferred to the customer, which is generally at the time of shipment. The following policies apply to our major categories of revenue transactions: | |||||||||
· | Sales to customers are evidenced by firm purchase orders. Title and the risks and rewards of ownership are transferred to the customer when the product is shipped. Payment by the customer is due under fixed payment terms. | ||||||||
· | Product returns are only accepted at our discretion and in accordance with our “Returned Goods Policy.” Historically, the level of product returns has not been significant. We accrue for sales returns, rebates and allowances based upon an analysis of historical customer returns and credits, rebates, discounts and current market conditions. | ||||||||
· | Our terms of sale to customers generally do not include any obligations to perform future services. Limited warranties are generally provided for sales and provisions for warranty are provided at the time of product sale based upon an analysis of historical data. | ||||||||
· | Amounts billed to customers related to shipping and handling charges are included in net sales. Shipping and handling costs included in cost of sales were approximately $104,000, $128,000 and $129,000 in 2013, 2012 and 2011, respectively. | ||||||||
Advertising Costs | |||||||||
All advertising costs are expensed as incurred. The amounts of advertising costs were approximately $305,000, $277,000, and $305,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||
Stock-Based Compensation | |||||||||
We account for stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. ASC 718 requires recognizing compensation costs for all share-based payment awards made to employees and directors based upon the awards’ grant date fair value. The standard covers employee stock options, restricted stock, and other equity awards. For stock options, we use a binomial lattice option-pricing model to estimate the grant date fair value of stock option awards, and recognize compensation cost on a straight-line basis over the awards’ vesting periods. | |||||||||
Litigation Contingencies | |||||||||
From time to time, we are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of the Company and our stockholders. There can be no assurance these actions or other third party assertions will be resolved without costly litigation, or in a manner that is not adverse to our financial position. We do not believe that any of the currently identified claims or litigation matters will have a material adverse impact on our results of operations, cash flows or financial condition. However, given uncertainties associated with any litigation, if our assessments prove to be wrong, or if additional information becomes available such that we estimate that there is a possible loss or possible range of loss associated with these contingencies, then we would record the minimum estimated liability, which could materially impact our results of operations, financial position and cash flows. | |||||||||
Tax Effects of Stock-Based Compensation | |||||||||
We will only recognize a tax benefit from windfall tax deductions for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. | |||||||||
Net Earnings (Loss) Per Common Share | |||||||||
We compute basic earnings (loss) attributable to common shareholders per share by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted earnings (loss) attributable to common shareholders per share gives effect to all potential dilutive shares outstanding (in our case, stock options that are in the money) during the period. The number of dilutive shares is calculated using the treasury method which reduces the effective number of shares by the amount of shares we could purchase with the proceeds of assumed exercises. In 2013, the net loss per share the employee stock options and warrants are excluded from diluted net loss per common share calculations as of such dates because they are anti-dilutive and results in basic and diluted loss per share to be equivalent. | |||||||||
During the years ended December 31, 2012 and 2011, we reported net income per share and, accordingly, common equivalent shares outstanding as of December 31, 2012 and 2011, which consisted of employee stock options and warrants issued in connection with our private placement were included. The number of common share equivalents at December 31, 2013, not included in the computation was approximately 12,900,000. | |||||||||
Research and Development Costs | |||||||||
With the exception of development costs that are purchased from another enterprise and have alternative future use, research and development expenses are charged to operations as incurred. | |||||||||
Research and Development Costs for Others | |||||||||
For research and development activities that are partially or completely funded by other parties, and when the obligation is incurred solely to perform contractual services, expenses are charged to cost of sales and all revenues resulting from such activities are shown as sales. We have expended $1.3 million, $1.3 million, and $1.2 million for the years ended 2013, 2012, and 2011 respectively. | |||||||||
Income Taxes | |||||||||
The provision for income taxes includes federal, foreign, state and local income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted marginal tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period. | |||||||||
We have net operating loss and tax credit carry-forwards available in certain jurisdictions to reduce future taxable income. Future tax benefits for net operating loss and tax credit carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. This determination is based on the expectation that related operations will be sufficiently profitable or that various tax, business and other planning strategies will enable us to utilize the operating loss and tax credit carry forwards. We cannot be assured that we will be able to realize these future tax benefits or that future valuation allowances will not be required. To the extent that available evidence raises doubt about the realization of a deferred income tax asset, a valuation allowance is established. | |||||||||
It is our policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the probable tax outcome of these uncertain tax positions changes, such changes in estimate will impact the income tax provision in the period in which such determination is made. At December 31, 2013, we believe we have appropriately accounted for any unrecognized tax benefits. To the extent we prevail in matters for which a liability for an unrecognized tax benefit is established or we are required to pay amounts in excess of the liability, our effective tax rate in a given financial statement period may be affected. | |||||||||
Since inception, we have been subject to tax by both federal and state taxing authorities. Until the respective statutes of limitations expire (which may be as much as 20 years while we have unused NOL’s), we are subject to income tax audits in the jurisdictions in which we operate. | |||||||||
Reclassifications | |||||||||
Certain amounts in our prior years’ financial statements have been reclassified to conform to the current year presentation. | |||||||||
TRADE_ACCOUNTS_RECEIVABLE
TRADE ACCOUNTS RECEIVABLE | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 3. TRADE ACCOUNTS RECEIVABLE | ' | ||||||||
As of December 31, 2013 and 2012, trade accounts receivable were as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Trade accounts receivable | $ | 2,029 | $ | 2,906 | |||||
Less: allowance for doubtful accounts | (39 | ) | (32 | ) | |||||
Trade accounts receivable, net | $ | 1,990 | $ | 2,874 | |||||
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 4. PROPERTY, PLANT AND EQUIPMENT | ' | ||||||||
As of December 31, 2013 and 2012, property, plant and equipment consisted of the following (in thousands): | |||||||||
2013 | 2012 | ||||||||
Land | $ | 1,600 | $ | 1,600 | |||||
Machinery and equipment | 3,892 | 3,648 | |||||||
Building and improvements | 3,868 | 3,854 | |||||||
Furniture and fixtures | 1,984 | 2,002 | |||||||
Leasehold improvements | 2 | 384 | |||||||
Molds | 1,383 | 1,192 | |||||||
12,729 | 12,680 | ||||||||
Less: accumulated depreciation and amortization | (5,666 | ) | (5,451 | ) | |||||
Net property, plant, and equipment | $ | 7,063 | $ | 7,229 |
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Notes to Financial Statements | ' | ||||||||
NOTE 5. INTANGIBLE ASSETS | ' | ||||||||
At December 31, 2013 and 2012, intangible assets consisted of the following (in thousands): | |||||||||
2013 | 2012 | ||||||||
Brand name and trademark (life indefinite) | $ | 1,510 | $ | 1,510 | |||||
Purchased technology (9-17 year lives) | $ | 1,441 | $ | 1,441 | |||||
Less: accumulated amortization | (866 | ) | (777 | ) | |||||
Purchased technology, net | $ | 575 | $ | 664 | |||||
With respect to our trademark and brand name, we continue to market products, release new products and product extensions and maintain and promote these trademarks and brand name in the marketplace through legal registration and such methods as advertising, medical education and trade shows. It is our belief that these trademarks and brand names will generate cash flow for an indefinite period of time. Therefore, we believe our trademarks and brand name intangible assets are not impaired. | |||||||||
Amortization expense amounts for the next five years are approximately $145,000 in 2014 and $108,000 for 2015 through 2018. | |||||||||
During 2011, certain intangible assets were transferred in conjunction with our settlement agreement with Mr. Livneh (See Note 13). | |||||||||
CAPITAL_STOCK
CAPITAL STOCK | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 6. CAPITAL STOCK | ' |
Common Stock - Holders of common stock are entitled to one vote for each share held of record on each matter submitted to a vote of shareholders. Holders of our common stock do not have a cumulative voting right, which means that the holders of more than one half of our outstanding shares of common stock, subject to the rights of the holders of preferred stock, can elect all of our directors, if they choose to do so. In this event, the holders of the remaining shares of common stock would not be able to elect any directors. Subject to the prior rights of any class or series of preferred stock which may from time to time be outstanding, if any, holders of common stock are entitled to receive ratably, dividends when, as, and if declared by our Board of Directors out of funds legally available for that purpose and, upon our liquidation, dissolution, or winding up, are entitled to share ratably in all assets remaining after payment of liabilities and payment of accrued dividends and liquidation preferences on the preferred stock, if any. Holders of common stock have no preemptive rights and have no rights to convert their common stock into any other securities. The outstanding common stock is duly authorized and validly issued, fully-paid, and non-assessable. Except as otherwise required by Delaware law, and subject to the rights of the holders of preferred stock, all stockholder action is taken by the vote of a majority of the outstanding shares of common stock present at a meeting of shareholders at which a quorum consisting of a majority of the outstanding shares of common stock is present in person or by proxy. Shares repurchased are held as treasury shares and used for general corporate purposes including, but not limited to, satisfying obligations under our employee benefit plans. Treasury stock is recorded at cost. | |
Preferred Stock - We are authorized to issue 10 million shares of preferred stock, par value $0.001 per share. We may issue preferred stock in one or more series and having the rights, privileges, and limitations, including voting rights, conversion rights, liquidation preferences, dividend rights and preferences and redemption rights, as may from time to time be determined by our Board of Directors. Preferred stock may be issued in the future in connection with acquisitions, financings, or other matters, as our Board of Directors deems appropriate. In the event that we determine to issue any shares of preferred stock, a certificate of designation containing the rights, privileges, and limitations of this series of preferred stock will be filed with the Secretary of State of the State of Delaware. The effect of this preferred stock designation power is that our Board of Directors alone, subject to Federal securities laws, applicable blue sky laws, and Delaware law, may be able to authorize the issuance of preferred stock which could have the effect of delaying, deferring, or preventing a change in control of our company without further action by our shareholders, and may adversely affect the voting and other rights of the holders of our common stock. The issuance of preferred stock with voting and conversion rights may also adversely affect the voting power of the holders of our common stock, including the loss of voting control to others. | |
Series A 6% Convertible Preferred Stock - During December 2013, our Board of Directors approved a Certificate of Designation of Preferences, Rights, and Limitations of Series A 6% Convertible Preferred Stock, which Certificate was filed with the Secretary of State of the State of Delaware on December 13, 2013. The following is a summary of the rights, privileges and preferences of the Series A Preferred Stock: | |
Number of Shares. The number of shares of Preferred Stock designated as Series A Preferred Stock is 3,500,000 (which shall not be subject to increase without the written consent of all of the holders of the Series A Preferred Stock). | |
Stated Value: The initial Stated Value of each share of Series A Preferred Stock is $2.00 (as adjusted pursuant to the Certificate of Designations). | |
Conversion: The Series A Preferred Stock shall be convertible at the option of the holder, into common stock on a one-for-one basis, subject to adjustments for stock dividends, splits, combinations and similar events as described in the form of Certificate of Designations. In addition, the Company has the right to require the holders to convert to common stock under certain enumerated circumstances. | |
Redemption: At any time after the 48 month anniversary of the date of issuance of the Series A Preferred Stock, each share of Series A Preferred Stock shall be redeemable at the option of the holder thereof, for an amount equal to the Stated Value (the “Redemption Amount”). The Company shall pay the Redemption Amount as follows: (i) one third of such amount not later than five business days following the applicable Redemption Date (as defined in the Certificate of Designations); (ii) one third of such amount one year following the applicable Redemption Date; and (iii) one third of such amount two years following the applicable Redemption Date; provided, however, that if the applicable Redemption Date is a date following the eighty fourth (84th) anniversary of the issuance of the Series A Preferred Stock, the entire redemption amount shall be payable in one single payment. | |
Dividends: Dividends shall accrue on each share of Series A Preferred Stock at the rate of 6% of the stated value per year, compounded annually, whether or not declared. The holders of the Series A Preferred Stock, following notice, have the right to be paid an amount equal to one third of all accrued and unpaid dividends on the following dates: (i) the 48th month following the issuance of the Series A Preferred Stock; (ii) the 60h month following the issuance of the Series A Preferred Stock and (iii) the 72nd month following the issuance of the Series A Preferred Stock. | |
Voting Rights: Except as described in the Certificate of Designations, holders of the Series A Preferred Stock will vote together with holders of the Company common stock on all matters, on an as-converted to common stock basis, and not as a separate class or series (subject to limited exceptions). | |
Liquidation Preferences. In the event of any liquidation or winding up of the Company prior to and in preference to any Junior Securities (including common stock), the holders of the Series A Preferred Stock will be entitled to receive in preference to the holders of the Company common stock a per share amount equal to the Stated Value (as adjusted pursuant to the Certificate of Designations). | |
THE FOREGOING SUMMARY OF THE RIGHTS, PRIVILEGES AND PREFERENCES OF THE SERIES A PREFERRED STOCK IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CERTIFICATE OF DESIGNATIONS. |
CONVERTIBLE_PREFERRED_STOCK_AN
CONVERTIBLE PREFERRED STOCK AND WARRANTS | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||
NOTE 7. CONVERTIBLE PREFERRED STOCK AND WARRANTS | ' | ||||||||||||||||||||
2013 Financing | |||||||||||||||||||||
On December 13, 2013, the Company entered into a securities purchase agreement with certain investors for the private placement, for aggregate gross proceeds of $7,000,000, of 3,500,000 shares of the Company’s newly-designated Series A 6% Convertible Preferred Stock (the “Series A Preferred Stock” – see Note 6) and warrants to purchase 5,250,000 shares of our common stock at an exercise price of $2.387 per share. | |||||||||||||||||||||
The shares of Series A Preferred Stock, which have a stated liquidation value of $2.00, are convertible at any time, at the option of the holder, into shares of common stock on a one-for-one basis and vote with the shares of common stock on an as-converted basis. The holders of the Series A Preferred Stock may request redemption of their shares at their stated value of $2.00 per share, beginning on December 13, 2017. The Series A Preferred Stock accrues dividends at the rate of 6% per annum, whether or not declared by the Board of Directors. | |||||||||||||||||||||
The Warrants may be exercised at any time on or after June 13, 2014 and expire on June 13, 2019. They may be exercised on a cashless basis and contain customary anti-dilution protection in the event of stock splits, stock dividends or similar events. | |||||||||||||||||||||
In connection with the placement of the Series A Preferred Stock and warrants, we also issued warrants to purchase 525,000 shares of our common stock, with the same terms as the investor warrants, to the placement agent and paid cash fees to the placement agent of $420,000, equal to six percent of the purchase price paid by the investors in the offering. We also incurred other cash fees related to the offering of $202,145. | |||||||||||||||||||||
The warrants contain a provision that may require net cash settlement in the event that there is a Fundamental Transaction (contractually defined as a merger, sale of substantially all assets, tender offer or share exchange). Because of this contingent redemption provision, the warrants require liability classification in accordance with FASB ASC 480-10, Distinguishing Liabilities from Equity and do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity. Accordingly, the warrants are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period. | |||||||||||||||||||||
The warrants issued to the investors and to the placement agent were valued using a binomial lattice model, because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used in the model included the market price of our common stock on the date of valuation, 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 46% - 48% estimated based on a review of our historical volatility, and risk-free rates of return based on constant maturity rates published by the U.S. Federal Reserve, applicable to the remaining life of the warrants. At December 13, 2013 and December 31, 2013, the investor warrants were valued at $4,383,750 and $4,599,000, respectively, and the placement agent warrants were valued at $438,375 and $459,900, respectively. The aggregate change in value of the investor and placement agent warrants between December 13, 2013 and December 31, 2013 of $236,775 was recorded in income as a non-operating loss. | |||||||||||||||||||||
The Company and the investors also executed a Registration Rights Agreement whereby the Company agreed to register the shares of common stock issuable upon conversion of the Series A Preferred Stock and upon exercise of the Warrants, as well as the common stock underlying the warrants issued to the placement agent. Pursuant to the terms of the Registration Rights Agreement, the Company agreed to file a registration statement within thirty days of the closing date and was required to obtain the effectiveness of such registration statement within ninety days of its filing. In the event that the required filing and effectiveness dates are not met or if the registration statement, once effective, fails to remain effective for a continuous period of 30 days or for a cumulative total of 60 days in any 12 month period, then the Company is required to pay to each investor an amount in cash, as liquidated damages and not as a penalty, equal to 1% of the aggregate purchase price paid by such investor for its Preferred Stock and Warrants; and on each monthly anniversary of each such event (if the applicable event has not been cured by such date) until the applicable event is cured, a further 1% of the purchase price, subject to a maximum payment of 10% of the purchase price. The required registration statement was filed on January 10, 2014 and became effective on January 28, 2014. Accordingly, the Company will not be required to pay any liquidated damages to the investors, unless the registration statement fails to remain continuously effective for the periods specified by the Registration Rights Agreement. The Company does not presently anticipate being required to make any such payments. | |||||||||||||||||||||
The gross proceeds of the offering of $7,000,000 were first allocated to the fair value of the warrants issued to the investors, with the balance of the proceeds allocated to the Series A Preferred Stock. The aggregate costs of the offering of $1,060,520, including the cash fees paid of $622,145 and the fair value of the placement agent warrants of $438,375, were allocated between the Series A Preferred Stock and the warrants based on the gross proceeds allocated to each instrument, as follows: | |||||||||||||||||||||
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 | ||||||||||||||||||
Because the warrants are recorded as a liability at fair value, the portion of the expenses allocated to the warrants was expensed and is included in other income (expense) section in our Statement of Operations. | |||||||||||||||||||||
In accordance with ASC 470-20-25-5, the company recognized a beneficial conversion feature related to the Series A Preferred Stock, The beneficial conversion feature, which was limited to $2,616,250, the proceeds initially allocated to the Series A Preferred Stock, was credited to additional paid-in capital. Because the Series A Preferred Stock is not mandatorily redeemable but can be immediately converted by the holder, the discount recognized by the allocation of proceeds to the beneficial conversion feature was immediately accreted and recognized as a dividend to the preferred shareholders, in accordance with ASC 470-20-35-7c. | |||||||||||||||||||||
Because the holders of the Series A Preferred Stock may request redemption on or after December 13, 2017, the preferred stock has conditions for its redemption that are not within the control of the Company. Accordingly, the carrying amount of the Series A Preferred Stock of $2,616,250, net of the expenses allocated to the preferred stock of $396,369, was recorded outside of stockholders’ equity, as mezzanine equity, in accordance with ASC 480-10-S99. The net carrying amount of the Series A Preferred Stock is being accreted to its redemption value over the four year period to when the holders may request redemption, using an effective interest method. For the period ended December 31, 2013, additional accretion of $38,887 was recognized and the net carrying amount of the Series A Preferred Stock at December 31, 2013 was $2,258,767. | |||||||||||||||||||||
2010 Financing | |||||||||||||||||||||
On April 18, 2010, we entered into a securities purchase agreement for the private placement of 571,429 shares of common stock and 285,714 warrants to purchase common stock at an exercise price of $6.00 per share, for aggregate gross proceeds of approximately $3 million. In connection with the private placement, we paid certain cash fees and also issued 34,286 and 10,000 warrants to the placement agents, at an exercise price of $6.00 per share. | |||||||||||||||||||||
The warrants are exercisable at any time and will expire on April 18, 2015. The exercise price of the warrants issued to the investors is subject to adjustment so that, among other things, if we issue any shares of common stock (including options and warrants, with standard exceptions), at a price that is lower than the exercise price then in effect, the exercise price then in effect will be reduced to such lower price. As a result of the 2013 financing described above, the exercise price of the investor warrants issued in 2010 was reduced to $2.00 per share and the number of warrants increased by 571,428 to 857,142. The number of placement agent warrants and their exercise price were not affected. | |||||||||||||||||||||
The warrants contain a provision that may require net cash settlement in the event that there is a Fundamental Transaction (contractually defined as a merger, sale of substantially all assets, tender offer or share exchange). Because of this contingent redemption provision, the warrants require liability classification in accordance with FASB ASC 480-10, Distinguishing Liabilities from Equity and do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity. Accordingly, the warrants are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period. | |||||||||||||||||||||
The warrants are valued using a binomial lattice model. Significant assumptions used in the model at December 31, 2013 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 43%, estimated based on a review of our historical volatility, and risk-free rates of return of 0.36% 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. At December 31, 2013 and December 31, 2012, the fair value of the investor and placement agent warrants was approximately $690,000 and $85,000, respectively. | |||||||||||||||||||||
On March 31, 2014, the Company entered into an agreement with an existing warrant holder pursuant to which the Company repurchased warrants exercisable into 142,857 shares of Common Stock for an aggregate purchase price of $420,571.01. | |||||||||||||||||||||
Reconciliation of changes in fair value | |||||||||||||||||||||
Certain assets and liabilities that are measured at fair value on a recurring basis 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). | |||||||||||||||||||||
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Our derivative financial instruments that are measured at fair value on a recurring basis are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||||||
The following represents a reconciliation of the changes in fair value of warrants measured at fair value using Level 3 inputs during the year ended December 31, 2013: | |||||||||||||||||||||
(in $ thousands) | 2013 Investor Warrants | 2013 Placement Agent Warrants | 2010 Investor Warrants | 2010 Placement Agent Warrants | Total | ||||||||||||||||
Balance, December 31, 2012 | $ | - | $ | - | $ | 71 | $ | 14 | $ | 85 | |||||||||||
Issuances – December 13, 2013 | 4,384 | 438 | - | - | 4,822 | ||||||||||||||||
Fair value adjustments: | |||||||||||||||||||||
Effect of change in exercise price | - | - | 613 | - | 613 | ||||||||||||||||
Change in fair value | 215 | 22 | 5 | (13 | ) | 229 | |||||||||||||||
Balance, December 31, 2013 | $ | 4,599 | $ | 460 | $ | 689 | $ | 1 | $ | 5,749 | |||||||||||
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 8. RECENT 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 carry-forward, a similar tax loss, or a tax credit carry-forward 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 carry-forwards 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 carry-forwards, 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. The requirements of ASU 2013-11 did not have a material impact 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. |
LONG_TERM_DEBT
LONG TERM DEBT | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||||||||||
NOTE 9. LONG TERM DEBT | ' | ||||||||||||||||||||||||
Mortgage Note Payable | |||||||||||||||||||||||||
At December 31, 2013, we had approximately $3.3 million outstanding industrial revenue bonds which were previously used for the purchase and renovation of our Clearwater, Florida facility. These bonds were refinanced in October 2011 through PNC Bank, N.A. The bonds, which had a 20-year amortization term, bear interest at a fixed interest rate of 5.6%. Scheduled maturities of this indebtedness are approximately $72,000, $3.2 million for 2013 and 2014, which included additional monthly principal payments and an accelerated balloon payment date pursuant to the forbearance amendment to our credit agreement dated October 22, 2013 mentioned below. | |||||||||||||||||||||||||
On October 22, 2013, we entered into an amendment to our credit facilities with PNC Bank. Pursuant 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. | |||||||||||||||||||||||||
Pursuant to the terms of the our previous amendment to our credit facility, we were required, among other things, to maintain a minimum adjusted EBITDA in at least the following amounts, for the following periods: (a) ($525,000) for the three months including March 31, 2013; (b) ($1,100,000) for the six months ending June 30, 2013; (c) ($1,400,000) for the nine months ended September 30, 2013; and (d) ($1,550,000) for the twelve months ended December 31, 2013. We also were to maintain a Fixed Charge Coverage Ratio of at least the following at the end of the following periods: (i) 1.25:1.0 for the three months ended March 31, 2014; (ii) 1.25:1.0 for the six months ended June 30, 2014; (iii) 1.25:1.0 for the nine months ended September 30, 2014. | |||||||||||||||||||||||||
At December 31, 2013, we were in full compliance with the amended loan covenants and ratios for our credit facility. | |||||||||||||||||||||||||
On March 20, 2014, the Company entered into a transaction with The Bank of Tampa, a Florida banking corporation (“Lender”) wherein Lender extended to the Company a mortgage loan in the principal amount of $3,592,000 (the “Loan”). The obligations under the Loan are secured by a first mortgage and security interest in the Company’s Clearwater, Florida facility as well as an assignment of the Company’s accounts receivable. In addition, the Company pledged and interest in a certificate of deposit in the amount of $898,000 as additional collateral which declines on a pro rata basis as principal is paid. The initial maturity date of the Loan is March 20, 2017; however the Company has an option to extend the maturity date until March 20, 2022. | |||||||||||||||||||||||||
Borrowings under the Loan bear interest at LIBOR plus 3.5%, with a fixed monthly principal payment of $19,956. | |||||||||||||||||||||||||
The Loan documents contain customary financial covenants, including a covenant that the Company maintain a minimum liquidity of $750,000. Although there is no Debt Service Coverage Ratio (as defined in the Loan Agreement) for the initial term of the Loan, should the Company desire to extend the Loan beyond three years, the Company must maintain a Debt Service Coverage Ratio for each of the preceding four quarters of not less than 1.0 to 1.0. In the event the Loan is extended, the Debt Service Coverage Ratio must not be less than 1.2 to 1.0. | |||||||||||||||||||||||||
Simultaneously with the closing of the Loan, the Company redeemed those certain Industrial Revenue Bonds issued by the Pinellas County Industrial Development Authority and satisfied its obligations to its prior lender, PNC Bank, N.A (“PNC Bank”). In connection with the redemption of the Bonds, the Company paid PNC Bank $3,188,332.51 to satisfy its existing credit facility. In connection with the termination of the interest rates swap agreement with PNC Bank, the Company paid PNC Bank an additional $410,275. | |||||||||||||||||||||||||
Our 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, | ||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||
Long-term debt | $ | 3,257 | - | - | - | - | - |
TAXES_AND_NET_OPERATING_LOSS_C
TAXES AND NET OPERATING LOSS CARRYFORWARDS | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
NOTE 10. TAXES AND NET OPERATING LOSS CARRYFORWARDS | ' | ||||||||||||
During 2010, our 2008 and 2009 federal tax returns were selected for examination by the United States Internal Revenue Service (“the IRS”). The exam was concluded in March, 2011. As a result of the IRS exam, our federal net operating loss carry-forwards were reduced by approximately $350,000 and R&D credits were reduced by approximately $55,000. | |||||||||||||
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. The tax effects of these temporary differences representing the components of deferred tax assets (liabilities) at December 31 were approximately as follows (in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets, current: | |||||||||||||
U.S. net operating loss carry-forwards | $ | 2,026 | $ | 1,097 | |||||||||
Settlements | 204 | -- | |||||||||||
State net operating loss carry-forwards | 363 | 197 | |||||||||||
Research and development credits | 876 | 774 | |||||||||||
AMT credits | 75 | 73 | |||||||||||
Accounts receivable | 15 | 12 | |||||||||||
Reserves | -- | 1 | |||||||||||
Inventory | -- | -- | |||||||||||
Charitable | 12 | 9 | |||||||||||
Accrued expenses | 281 | 132 | |||||||||||
Accrued Settlement | -- | -- | |||||||||||
Non-current estimate of loss and credit carry-forwards | (3,852 | ) | (2,295 | ) | |||||||||
Total deferred tax assets, current | -- | -- | |||||||||||
Deferred tax assets, non-current: | |||||||||||||
Investment in subsidiary | 128 | 128 | |||||||||||
Loss and credit carry-forwards | 3,852 | 2,295 | |||||||||||
Stock based compensation | 158 | 95 | |||||||||||
Total deferred tax assets, non- current | 4,138 | 2,518 | |||||||||||
Deferred tax liabilities, non-current: | |||||||||||||
Inventory | 1 | (1 | ) | ||||||||||
State taxes (capital) | (3 | ) | (4 | ) | |||||||||
Property and equipment | (346 | ) | (361 | ) | |||||||||
Intangibles | (365 | ) | (304 | ) | |||||||||
Unrecognized tax benefit liability for non-current temporary differences | (13 | ) | (49 | ) | |||||||||
Total deferred tax liabilities, non-current | (726 | ) | (719 | ) | |||||||||
Net non-current deferred income tax asset | $ | 3,412 | $ | 1,799 | |||||||||
We consider all positive and negative evidence regarding the realization of deferred tax assets, including past operating results and future sources of taxable income. U.S. net operating losses will begin to expire in years beginning in 2019. | |||||||||||||
We assess the financial statement impact of an uncertain tax position taken or expected to be taken on an income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized in the financial statements unless it is more likely than not of being sustained. All of our positions arise from taxable temporary differences and, as such, the liability has been recognized in the net deferred tax asset, current and non-current items to which they relate. The calculated amount of penalties and interest related to these timing differences were immaterial at December 31, 2013 and 2012. | |||||||||||||
Below is a reconciliation of the statutory federal income tax rate to our effective tax rate for the fiscal years ended December 31, 2013, 2012 and 2011: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal tax provision | 34 | % | 34 | % | 34 | % | |||||||
State taxes (net of federal benefit) | 2.6 | % | 4.1 | % | (32.0 | ) % | |||||||
Stock based compensation* | - | -- | (27.8 | ) % | |||||||||
Research and development credits* | - | -- | (78.0 | ) % | |||||||||
Warrant gains | - | -- | (175.9 | ) % | |||||||||
Meals and entertainment | - | -- | 39.1 | % | |||||||||
Other | (9.3 | )% | (12.2 | )% | -- | ||||||||
27.3 | % | 25.9 | % | (240.6 | ) % | ||||||||
_________ | |||||||||||||
* Net of IRS Exam adjustments for 2010 |
RETIREMENT_PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 11. RETIREMENT PLAN | ' |
The Company provides a tax-qualified profit-sharing retirement plan under section 401(k) of the Internal Revenue Code for the benefit of eligible employees with an accumulation of funds for retirement on a tax-deferred basis and provides for annual discretionary contribution to individual trust funds. | |
All employees are eligible to participate. The employees may make voluntary contributions to the plan up to the maximum percentage allowed by the Internal Revenue Code. Vesting in employee matching contributions is graded and depends on the years of service. After three years from their date of hire, the employees are 100% vested. The Company makes matching contributions of 50% of the employee contributions up to a total of 3% of participant payroll. Beginning 2009 through 2013 the Company’s management suspended the matching contribution as a cost cutting measure. | |
OTHER_RELATED_PARTY_TRANSACTIO
OTHER RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 12. OTHER RELATED PARTY TRANSACTIONS | ' |
Research and Development Consulting Services | |
A relative of Moshe Citronowicz, Bovie’s Senior Vice President, is considered a related party. Arik Zoran is a consultant of the Company doing business as AR Logic, Inc., which is a consulting firm owned by Arik Zoran, Mr. Citronowicz’s brother. During January 2011, we entered into a three year consulting services agreement with AR Logic that provides for a monthly retainer for engineering support for our existing generator product line and a separate hourly based fee structure for additional consulting related to new product lines. AR Logic was paid consulting fees of approximately $266,600, $223,500 and $171,700 during 2013, 2012 and 2011, respectively. | |
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 $72,890, $77,218, and $85,310 for 2013, 2012, and 2011, respectively. | |
Professional Services | |
A former director of Bovie who resigned in March 2012, is president and a shareholder of Ronin Consulting Group, Inc., a company which provides various financial and analytical project consulting services to Bovie. During the time period that Mr. MacLaren was a director for the Company, Ronin Consulting Group, Inc. was paid fees of approximately $20,000 and $80,000 during 2012, and 2011, respectively. | |
Another former director of Bovie who resigned in March 2012, provides consulting services related to research and development of certain products and was paid fees during the time period that he was acting as a director of approximately $7,500 and $30,000, during 2012 and 2011, respectively. | |
OTHER_COMMITMENTS_AND_CONTINGE
OTHER COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
NOTE 13. OTHER COMMITMENTS AND CONTINGENCIES | ' | ||||
Property and Rental Agreements | |||||
We were obligated under an operating lease for a manufacturing and warehouse facility in St. Petersburg, Florida which lease required monthly payments of approximately $14,000, and expired on October 31, 2013. We also lease a separate warehouse facility in Clearwater (under a month-to-month arrangement requiring monthly payments of approximately $1,600). | |||||
The following is a schedule of approximate future minimum lease payments under operating leases as of December 31, 2013 (in thousands): | |||||
2014 | $ | 12 | |||
2015 | -- | ||||
Total | $ | 12 | |||
Rent expense for the years ended December 31, 2013, 2012 and 2011 approximated $228,000, $256,000 and $256,000, respectively. | |||||
Purchase Commitments | |||||
At December 31, 2013, we had purchase commitments for inventories totaling approximately $3.1 million, substantially all of which is expected to be purchased by the end of 2014. | |||||
Employment Agreements | |||||
At December 31, 2013, we were obligated under three employment agreements which have expiration dates between June 2015 and December 2016. Approximate future minimum payments under these agreements are as follows as of December 31, 2013 (in thousands): | |||||
2014 | $ | 1,316 | |||
2015 | 786 | ||||
2016 | 216 | ||||
Total | $ | 2,318 | |||
At December 31, 2013, employment contracts with Mr. Makrides, Mr. Gershon, Mr. Saron, and Mr. Citronowicz, which are set to expire in December 2016 for Mr. Makrides and December 31, 2015 for the others, contain an automatic extension for a period of one year after the initial term unless we provide the executives with appropriate 60 days written notice pursuant to the contracts. The employment agreements provide, among other things, that the executive may be terminated as follows: | |||||
(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, 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 for the period remaining under the contract, Bovie shall pay the executive the salary in effect at the time of termination payable weekly until the end of their contract. | ||||
(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 shall be paid two times his 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. | ||||
We have an employment contract with Mr. Pickett to serve as Chief Financial Officer which has a current expiration date of June 2015. In the event of a change of control, the contract provides that Mr. Pickett will receive salary and bonus in effect up to the date of the remaining portion of the contract. | |||||
There are no other employment contracts that have non-cancelable terms in excess of one year. | |||||
Litigation | |||||
Stockholder Derivative Action | |||||
In September 2011, the Company was 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 the Company’s 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. | |||||
On March 29, 2012, plaintiffs amended their complaint to remove one of the plaintiffs and replace it with another. The amended complaint asserted essentially the same allegations as the original filing. In May 2012, the Company, 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. | |||||
Since October 2013, the parties have been engaged in a Court-sanctioned medication process. In the context of the mediation process, the parties have discussed the terms of a potential settlement, however, a definitive agreement has not been signed at this time. | |||||
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. Subsequent to the trial, the Court awarded Mr. Keen $241,310 in attorneys’ fees. These amounts have been paid. | |||||
Amounts related to the verdict of this case and subsequent attorney’s fee award were accrued and expensed in 2013. | |||||
In the normal course of business, we are subject, from time to time, to legal proceedings, lawsuits and claims. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. If any of these matters arise in the future, it could affect the operating results of any one or more quarters. | |||||
We expense costs of litigation related to contingencies in the periods in which the costs are incurred. | |||||
GAIN_FROM_LEGAL_SETTLEMENT
GAIN FROM LEGAL SETTLEMENT | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 14. GAIN FROM LEGAL SETTLEMENT | ' |
On March 3, 2011, we entered into a settlement agreement related to the legal action with Salient Surgical Technologies, Inc. and Medtronic, Inc. The settlement called for us and related parties to immediately exit and not enter into the monopolar and bipolar saline-enhanced RF device business (including SEER™ and BOSS™) worldwide through February 2015. In exchange, Salient made a one-time payment to us of $750,000. As a condition, we will not be able to sell certain finished products, which as of the settlement date amounted to approximately $100,000 of our inventory. We reserved for approximately $87,000 of our inventory related to the products in this settlement in the first quarter of 2011. The terms also include a provision outlining a possible OEM contract manufacturing relationship between Salient and our Company. | |
STOCK_OPTIONS
STOCK OPTIONS | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
NOTE 15. STOCK OPTIONS | ' | ||||||||||||
On October 30, 2007, our stockholders approved and the Board of Directors adopted an amendment to the 2003 Executive and Employee Stock Option Plan (the “Plan”) to increase the maximum aggregate number of shares of common stock reserved for issuance under the Plan from 1.2 million shares (already reserved against outstanding options) to 1.7 million shares. Except for the increase in the number of shares covered by the Plan, the Plan remained otherwise unchanged. In 2001, the Board of Directors adopted the 2001 Executive and Employee Stock Option Plan which reserved for issuance 1,200,000 stock options. Stock options typically have a ten-year life and currently vest over a seven year period. | |||||||||||||
In July of 2012, the stockholders approved the 2012 Share Incentive Plan covering a total of 750,000 shares of common stock issuable upon exercise of options to be granted under the plan. At December 31, 2013 approximately 269,500 remain to be issued in this plan. | |||||||||||||
The status of our stock options and stock awards are summarized as follows: | |||||||||||||
Number | Weighted | ||||||||||||
Average | |||||||||||||
Of | Exercise | ||||||||||||
Options | Price | ||||||||||||
Outstanding at December 31, 2011 | 1,532,846 | $ | 3.99 | ||||||||||
Granted | 379,500 | $ | 2.9 | ||||||||||
Exercised | (28,000 | ) | $ | 0.7 | |||||||||
Cancelled | (4,885 | ) | $ | 7.33 | |||||||||
Outstanding at December 31, 2012 | 1,879,461 | $ | 3.81 | ||||||||||
Granted | 897,000 | $ | 2.36 | ||||||||||
Reinstated | 94,285 | $ | 7 | ||||||||||
Exercised | (51,000 | ) | $ | 1.38 | |||||||||
Cancelled | (352,700 | ) | $ | 3.13 | |||||||||
Outstanding at December 31, 2013 | 2,467,046 | $ | 3.55 | ||||||||||
Exercisable at December 31, 2013 | 1,174,885 | $ | 4.34 | ||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Exercise | Number | Remaining | Options | ||||||||||
Prices | Outstanding | Contractual | Exercisable | ||||||||||
Life | |||||||||||||
$ | 2.13 | 125,000 | 1 year | 125,000 | |||||||||
$ | 2.25 | 319,000 | 2 years | 319,000 | |||||||||
$ | 2.41 | 30,000 | 1 year | 30,000 | |||||||||
$ | 2.93 | 35,000 | 2 years | 35,000 | |||||||||
$ | 2.95 | 2,500 | 1 year | 2,500 | |||||||||
$ | 6.93 | 20,000 | 3 years | 20,000 | |||||||||
$ | 7.1 | 12,125 | 5 years | 11,410 | |||||||||
$ | 7.18 | 50,000 | 6 years | 50,000 | |||||||||
$ | 7.33 | 131,190 | 6 years | 95,603 | |||||||||
$ | 7.68 | 7,500 | 5 years | 7,500 | |||||||||
$ | 8.66 | 97,857 | 5 years | 86,071 | |||||||||
$ | 6.6 | 500 | 6 years | 500 | |||||||||
$ | 8.32 | 68,214 | 6 years | 39,285 | |||||||||
$ | 7.85 | 7,500 | 6 years | 4,286 | |||||||||
$ | 6 | 30,000 | 7 years | - | |||||||||
$ | 7.45 | 100,000 | 7 years | 100,000 | |||||||||
$ | 3.08 | 10,000 | 7 years | 4,287 | |||||||||
$ | 2.46 | 74,160 | 7 years | 48,926 | |||||||||
$ | 1.89 | 50,000 | 7 years | 21,429 | |||||||||
$ | 2.8 | 10,000 | 8 years | 2,857 | |||||||||
$ | 2.81 | 15,000 | 8 years | 4,286 | |||||||||
$ | 2.79 | 46,000 | 9 years | 20,667 | |||||||||
$ | 2.54 | 228,500 | 9 years | 58,500 | |||||||||
$ | 3.79 | 100,000 | 9 years | 20,000 | |||||||||
$ | 6 | 50,000 | 10 years | 27,778 | |||||||||
$ | 2.5 | 10,000 | 10 years | - | |||||||||
$ | 2.97 | 42,000 | 10 years | 20,000 | |||||||||
$ | 2.2 | 45,000 | 10 years | 20,000 | |||||||||
$ | 2.09 | 750,000 | 10 years | - | |||||||||
2,467,046 | 1,174,885 | ||||||||||||
The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2013, as well as options granted, vested and forfeited during the year was as follows: | |||||||||||||
Number | Weighted | ||||||||||||
Of | Average | ||||||||||||
Options | Grant Date | ||||||||||||
Fair Value | |||||||||||||
Non-vested at January 1, 2013 | 646,567 | $ | 1.43 | ||||||||||
Granted in 2013 | 897,000 | $ | 0.75 | ||||||||||
Reinstated 2013 | 94,285 | $ | 3.32 | ||||||||||
Vested in 2013 | (340,691 | ) | $ | 1.87 | |||||||||
Forfeited in 2013 | (5,000 | ) | $ | 0.95 | |||||||||
Non-vested at December 31, 2012 | 1,292,161 | $ | 0.98 | ||||||||||
Common shares required to be issued upon the exercise of stock options and warrants would be issued from our authorized and unissued shares. We calculated the fair value of issued options utilizing a binomial lattice with an expected life calculated via the simplified method as we do not have sufficient history to determine actual expected life. | |||||||||||||
The grant date fair value of options granted in 2013 was estimated on the grant date using both binomial and trinomial lattice option-pricing model and the following assumptions: expected volatility of 43% - 47%, expected term of 3-5 years, risk-free interest rates of 0.4% - 0.6%, and expected dividend yield of 0%. | |||||||||||||
The grant date fair value of options granted in 2012 was estimated on the grant date using a binomial lattice option-pricing model and the following assumptions: expected volatility of 41% - 43%, expected term of 5 years, risk-free interest rate of 0.4%, and expected dividend yield of 0%. | |||||||||||||
The grant date fair value of options granted in 2011 was estimated on the grant date using a binomial lattice option-pricing model and the following assumptions: expected volatility of 41% - 42%, expected term of 7 years, risk-free interest rates of 1.8% - 2.6%, and expected dividend yield of 0%. | |||||||||||||
As of December 31, 2013, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $637,000 and the aggregate intrinsic value of currently exercisable stock options was approximately $8,000. The intrinsic value of each option share is the difference between the fair market value of our common stock and the exercise price of such option share to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $2.15 closing stock price of our common stock on December 31, 2013, the last trading day of 2013. The total number of in-the-money options outstanding and exercisable as of December 31, 2013 was approximately 925,000. | |||||||||||||
The total intrinsic value of options exercised during the years ended December 31, 2013, 2012 and 2011 was approximately $76,000, $58,000 and $157,000, respectively. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option holder to exercise the options. The total cash proceeds received from the exercise of stock options was approximately $48,000, zero and zero due to the utilization of stock swaps only for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
The total fair value of options granted during the years ended December 31, 2013, 2012 and 2011 was approximately $672,000, $390,000 and $33,000, respectively. The total fair value of option shares vested during the years ended December 31, 2013, 2012, and 2011 was approximately $637,000, $164,000 and $248,000, respectively. | |||||||||||||
During the year ended December 31, 2013, we issued 44,798 common shares in exchange for 51,000 employee and 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 approximately $48,000 for the year ended December 31, 2013. | |||||||||||||
Stock compensation cost recognized for the years ended December 31, 2013, 2012 and 2011 was approximately $506,000, $161,000 and $132,000, respectively. As of December 31, 2013, there was approximately $964,200 of total unrecognized stock-based compensation cost, related to unvested stock options granted under the Amended Plan. This cost is expected to be recognized over a weighted-average period of approximately 5 years. | |||||||||||||
Allocation of stock based compensation expense for the fiscal years ended December 31, 2013, 2012 and 2011 was as follows (in thousands): | |||||||||||||
2012 | 2012 | 2011 | |||||||||||
Cost of sales | $ | 12 | $ | 16 | $ | 16 | |||||||
Research and development | 34 | 37 | 11 | ||||||||||
Salaries and related costs | 460 | 108 | 105 | ||||||||||
Total | $ | 506 | $ | 161 | $ | 132 |
GEOGRAPHIC_AND_SEGMENT_INFORMA
GEOGRAPHIC AND SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 16. GEOGRAPHIC AND SEGMENT INFORMATION | ' |
International sales in 2013, 2012 and 2011 were 17.2%, 17.7% and 21% of sales, respectively, substantially all of these sales are denominated in U.S. dollars. |
SELECTED_QUARTERLY_INFORMATION
SELECTED QUARTERLY INFORMATION (UNAUDITED) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Notes to Financial Statements | ' | ||||||||||||||||
NOTE 17. SELECTED QUARTERLY INFORMATION (UNAUDITED) | ' | ||||||||||||||||
The following table sets forth certain unaudited quarterly data for each of the four quarters in the years ended December 31, 2013 and 2012, respectively. The data has been derived from the Company's unaudited consolidated financial statements that, in management's opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of such information when read in conjunction with the Consolidated Financial Statements and Notes thereto. The results of operations for any quarter are not necessarily indicative of the results of operations for any future period. | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Year ended December 31, 2013 | Quarter | Quarter | Quarter | Quarter | |||||||||||||
Total revenue | $ | 5,696 | $ | 6,042 | $ | 5,794 | $ | 6,128 | |||||||||
Gross profit | $ | 2,151 | $ | 2,230 | $ | 2,249 | $ | 2,568 | |||||||||
Net income (loss) attributable to common shareholders (2) (4) | $ | (409 | ) | $ | (1,119 | ) | $ | (341 | ) | $ | (5,125 | ) | |||||
Diluted earnings (loss) per share | $ | (0.02 | ) | $ | (0.06 | ) | $ | (0.02 | ) | $ | (0.30 | ) | |||||
Year ended December 31, 2012 | |||||||||||||||||
Total revenue | $ | 6,733 | $ | 7,440 | $ | 6,671 | $ | 6,827 | |||||||||
Gross profit | $ | 2,796 | $ | 2,856 | $ | 2,894 | $ | 2,787 | |||||||||
Net income (loss) (3) | $ | 187 | $ | 152 | $ | (7 | ) | $ | 285 | ||||||||
Diluted earnings per share (1) | $ | 0.01 | $ | 0.01 | $ | -- | $ | 0.02 | |||||||||
-1 | Quarterly income (loss) per share may not equal the annual reported amounts due to period roundings. | ||||||||||||||||
(2) | Fourth quarter loss was mainly the result of recognizing a legal settlement loss, financing cost and refinancing of debt costs. | ||||||||||||||||
(3) | Fourth quarter gain was mainly the result of recognizing a gain on fair value of warrants and an increase in our deferred tax asset. | ||||||||||||||||
-4 | Second quarter loss was mainly the result of recognizing a legal settlement loss. |
OTHER_SUBSEQUENT_EVENT
OTHER SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 18. OTHER SUBSEQUENT EVENT | ' |
On March 20, 2014, the Company entered into a transaction with The Bank of Tampa, a Florida banking corporation (“Lender”) wherein Lender extended to the Company a mortgage loan in the principal amount of $3,592,000 (the “Loan”). The obligations under the Loan are secured by a first mortgage and security interest in the Company’s Clearwater, Florida facility as well as an assignment of the Company’s accounts receivable. In addition, the Company pledged and interest in a certificate of deposit in the amount of $898,000 as additional collateral which declines on a pro rata basis as principal is paid. The initial maturity date of the Loan is March 20, 2017; however the Company has an option to extend the maturity date until March 20, 2022. | |
Borrowings under the Loan bear interest at LIBOR plus 3.5%, with a fixed monthly principal payment of $19,956. | |
The Loan documents contain customary financial covenants, including a covenant that the Company maintain a minimum liquidity of $750,000. Although there is no Debt Service Coverage Ratio (as defined in the Loan Agreement) for the initial term of the Loan, should the Company desire to extend the Loan beyond three years, the Company must maintain a Debt Service Coverage Ratio for each of the preceding four quarters of not less than 1.0 to 1.0. In the event the Loan is extended, the Debt Service Coverage Ratio must not be less than 1.2 to 1.0. | |
Simultaneously with the closing of the Loan, the Company redeemed those certain Industrial Revenue Bonds issued by the Pinellas County Industrial Development Authority and satisfied its obligations to its prior lender, PNC Bank, N.A (“PNC Bank”). In connection with the redemption of the Bonds, the Company paid PNC Bank $3,188,332.51 to satisfy its existing credit facility. In connection with the termination of the interest rates swap agreement with PNC Bank, the Company paid PNC Bank an additional $410,275. | |
On March 31, 2014, the Company entered into an agreement with an existing warrant holder pursuant to which the Company repurchased warrants exercisable into 142,857 shares of Common Stock for an aggregate purchase price of $420,571.01. |
RESTATEMENT_OF_STATEMENT_OF_OP
RESTATEMENT OF STATEMENT OF OPERATIONS | 12 Months Ended |
Dec. 31, 2013 | |
Notes to Financial Statements | ' |
NOTE 19. RESTATEMENT OF STATEMENT OF OPERATIONS | ' |
The requirement to restate the Company’s basic and diluted earnings per share arose from the requirement to deduct $2.616 million attributable to the beneficial conversion feature of the Convertible Preferred Shares issued on December 13, 2013 and the accretion of $39,000 related to the preferred shares from December 13, 2013 through December 31, 2013, in calculating net loss attributable to common shareholders for the purposes of earnings per share, in accordance with ASC 480-10-S99-2-20. The impact of this change is an increase in basic and diluted loss per share of $0.15 to $0.40 for the year ended December 31, 2013. | |
The $2.616 million deduction is a one-time non-cash, deemed dividend. The accretion of the preferred shares is a reduction in the net income (loss) attributable to common shareholders which will be recorded until the preferred shares are fully accreted to their face value. Neither has an effect on net income, comprehensive income or cash flows for the year ended December 31, 2013, or total shareholders’ equity as of December 31, 2013. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Significant Accounting Policies Policies | ' | ||||||||
Consolidated Financial Statements | ' | ||||||||
The accompanying consolidated financial statements include the accounts of Bovie and its wholly owned subsidiaries, Aaron Medical Industries, Inc., BVX Holdings LLC, and Bovie Holdings, Inc., (collectively, the “Company” or “we”, “our” or “us”). All intercompany transactions and balances have been eliminated in consolidation. | |||||||||
Use of Estimates in the Preparation of Financial Statements | ' | ||||||||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions we are required to make. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Holdings of highly liquid investments with original maturities of three months or less are considered to be cash equivalents. | |||||||||
Fair Values of Financial Instruments and Concentration of Credit Risk | ' | ||||||||
The carrying amounts of our financial instruments included in current assets and liabilities approximate fair value due to their short term nature. In addition, we believe the book values of our bonds payable and capital lease payable approximates their fair values as the terms of such obligations approximate the terms at which similar types of borrowing arrangements could be currently obtained. | |||||||||
Financial instruments, which potentially subject us to significant concentrations of credit risk, consist primarily of cash and cash equivalents, and trade accounts receivable. With respect to cash, we frequently maintain cash and cash equivalent balances in excess of federally insured limits. We have not experienced any losses in such accounts. | |||||||||
With respect to receivables, our ten largest customers accounted for approximately 58%, 72% and 62% of trade receivables as of December 31, 2013, 2012 and 2011, respectively, and 60.9%, 66.3% and 64.6% of net revenues for the respective years then ended. In 2013, three customers accounted for more than 10% of our sales, National Distribution & Contracting Inc., PSS World Medical, and McKesson Medical Surgical, who had 13.1%, 10.9% and 10.3% respectively. In 2012, National Distribution & Contracting Inc. accounted for 12.4% of our sales, while in 2011, no one customer accounted for over 10% of our sales. All of these entities are customers of our U.S. operations. We perform ongoing credit evaluations of our customers and generally do not require collateral because we believe we have procedures in place to limit potential for significant losses, and because of the nature of our customer base. | |||||||||
Derivative Financial Instruments | ' | ||||||||
We generally do not use derivative financial instruments to hedge exposures to cash-flow risks or market-risks. However, certain financial instruments, such as warrants, which are indexed to our common stock, are classified as liabilities when either (a) the holder possesses rights to net-cash settlement or (b) physical or net-share settlement is not within our control. In such instances, net-cash settlement is assumed for financial accounting and reporting purposes, even when the terms of the underlying contracts do not provide for net-cash settlement. Such financial instruments are initially recorded, and continuously carried, at fair value. | |||||||||
Determining the fair value of these instruments involves judgment and the use of certain relevant assumptions including, but not limited to, interest rate risk, historical volatility and stock price, estimated life of the derivative, anti-dilution provisions, and conversion/redemption privileges. The use of different assumptions or changes in those assumptions could have a material effect on the estimated fair value amounts. | |||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ' | ||||||||
Our credit terms for our billings range from net 10 days to net 30 days, depending on the customer agreement. Accounts receivable are determined to be past due if payments are not made in accordance with such agreements and an allowance is recorded for accounts that become three months past due or sooner if there are other indicators that the receivables may not be recovered. Customary collection efforts are initiated and receivables are written off when we determine they are not collectible and abandon these collection efforts. We gave negotiated sales volume discounts, which amounted to approximately $523,000, $565,000 and $520,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Sales are reported net of all discounts. | |||||||||
We evaluate the allowance for doubtful accounts on a regular basis for adequacy based upon our periodic review of the collectability of the receivables in light of historical experience, adverse situations that may affect our customers’ ability to pay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective, as it requires estimates that are susceptible to significant revision as more information becomes available. Substantially all of the receivables included in the accompanying balance sheets were recovered subsequent to the respective year ends. Because of this, and because historical losses on accounts receivable have not been material, management believes that the allowances for doubtful accounts of approximately $39,000 and $32,000 at December 31, 2013 and 2012, respectively, are, or were, adequate to provide for possible bad debts. | |||||||||
Inventories and Repair Parts | ' | ||||||||
Inventories are stated at the lower of average cost or market. Finished goods and work-in-process inventories include material, labor, and overhead costs. Factory overhead costs are allocated to inventory manufactured in-house based upon cost of materials. | |||||||||
We monitor usage reports to determine if the carrying value of any items should be adjusted due to lack of demand for the item and adjust the inventory for estimated obsolescence or unusable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. | |||||||||
Inventories at December 31, 2013 and 2012 were as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 5,470 | $ | 5,133 | |||||
Work in process | 882 | 853 | |||||||
Finished goods | 2,455 | 2,016 | |||||||
Gross inventories | 8,807 | 8,002 | |||||||
Less: reserve for obsolescence | (392 | ) | (459 | ) | |||||
Net inventories | $ | 8,415 | $ | 7,543 | |||||
During 2013, the reserves for raw materials inventory and related costs of sales decreased by approximately $67,000 due to disposing of old inventory. In 2012, the reserve and related cost of sales decreased by approximately $93,000 as a result of changes in estimates regarding the recoverability of certain types of our inventory. There are no reserves for finished goods or work in progress as of December 31, 2013 and 2012. | |||||||||
Property and Equipment | ' | ||||||||
These assets are recorded at cost. Depreciation and amortization are provided for using the straight-line method over the estimated useful lives of the assets. The amortization of leasehold improvements is based on the shorter of the lease term or the life of the improvement. Betterments and large improvements, which extend the life of the asset, are capitalized, whereas maintenance and repairs and small improvements are expensed as incurred. The estimated useful lives are: machinery and equipment, 3-10 years; buildings, 39 years; molds, 7-15 years and furniture and fixtures, 5-10 years. | |||||||||
Intangible Assets | ' | ||||||||
These assets consist of licenses, purchased technology and brand name and trademarks. The licenses and purchased technology (other intangibles) are being amortized by the straight-line method over a 5-17 year period commencing with the date they were placed in service. Estimated aggregate amortization expense for the five years ending December 31, 2018 is expected to approximate $577,000. | |||||||||
Brand name and trademark qualifies as an indefinite-lived intangible asset and is not subject to amortization. Intangibles with indefinite lives are analyzed for impairment annually or more frequently if events and circumstances indicate that the asset may be impaired. If impaired, an impairment loss is recognized in an amount equal to the excess of the asset's carrying value over its fair value. | |||||||||
Other Long-Lived Assets | ' | ||||||||
We review other long-lived assets for recoverability if events or changes in circumstances indicate that the assets may have been impaired. This circumstance exists when the carrying amount of the asset exceeds the sum of the undiscounted cash flows expected to result from its use and eventual disposition. In those cases an impairment loss is recognized to the extent that the assets’ carrying amount exceeds its fair value. Any impairment losses are not restored in the future if the fair value increases. At December 31, 2013, we believe the remaining carrying values of our long-lived assets are recoverable. | |||||||||
Revenue Recognition | ' | ||||||||
Revenue is recognized when title has been transferred to the customer, which is generally at the time of shipment. The following policies apply to our major categories of revenue transactions: | |||||||||
· | Sales to customers are evidenced by firm purchase orders. Title and the risks and rewards of ownership are transferred to the customer when the product is shipped. Payment by the customer is due under fixed payment terms. | ||||||||
· | Product returns are only accepted at our discretion and in accordance with our “Returned Goods Policy.” Historically, the level of product returns has not been significant. We accrue for sales returns, rebates and allowances based upon an analysis of historical customer returns and credits, rebates, discounts and current market conditions. | ||||||||
· | Our terms of sale to customers generally do not include any obligations to perform future services. Limited warranties are generally provided for sales and provisions for warranty are provided at the time of product sale based upon an analysis of historical data. | ||||||||
· | Amounts billed to customers related to shipping and handling charges are included in net sales. Shipping and handling costs included in cost of sales were approximately $104,000, $128,000 and $129,000 in 2013, 2012 and 2011, respectively. | ||||||||
Advertising Costs | ' | ||||||||
All advertising costs are expensed as incurred. The amounts of advertising costs were approximately $305,000, $277,000, and $305,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||
Stock-Based Compensation | ' | ||||||||
We account for stock-based compensation in accordance with FASB ASC Topic 718, Compensation-Stock Compensation. ASC 718 requires recognizing compensation costs for all share-based payment awards made to employees and directors based upon the awards’ grant date fair value. The standard covers employee stock options, restricted stock, and other equity awards. For stock options, we use a binomial lattice option-pricing model to estimate the grant date fair value of stock option awards, and recognize compensation cost on a straight-line basis over the awards’ vesting periods. | |||||||||
Litigation Contingencies | ' | ||||||||
From time to time, we are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of the Company and our stockholders. There can be no assurance these actions or other third party assertions will be resolved without costly litigation, or in a manner that is not adverse to our financial position. We do not believe that any of the currently identified claims or litigation matters will have a material adverse impact on our results of operations, cash flows or financial condition. However, given uncertainties associated with any litigation, if our assessments prove to be wrong, or if additional information becomes available such that we estimate that there is a possible loss or possible range of loss associated with these contingencies, then we would record the minimum estimated liability, which could materially impact our results of operations, financial position and cash flows. | |||||||||
Tax Effects of Stock-Based Compensation | ' | ||||||||
We will only recognize a tax benefit from windfall tax deductions for stock-based awards in additional paid-in capital if an incremental tax benefit is realized after all other tax attributes currently available have been utilized. | |||||||||
Net Earnings (Loss) Per Common Share | ' | ||||||||
We compute basic earnings (loss) attributable to common shareholders per share by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the reporting period. Diluted earnings (loss) attributable to common shareholders per share gives effect to all potential dilutive shares outstanding (in our case, stock options that are in the money) during the period. The number of dilutive shares is calculated using the treasury method which reduces the effective number of shares by the amount of shares we could purchase with the proceeds of assumed exercises. In 2013, the net loss per share the employee stock options and warrants are excluded from diluted net loss per common share calculations as of such dates because they are anti-dilutive and results in basic and diluted loss per share to be equivalent. | |||||||||
During the years ended December 31, 2012 and 2011, we reported net income per share and, accordingly, common equivalent shares outstanding as of December 31, 2012 and 2011, which consisted of employee stock options and warrants issued in connection with our private placement were included. The number of common share equivalents at December 31, 2013, not included in the computation was approximately 12,900,000. | |||||||||
Research and Development Costs | ' | ||||||||
With the exception of development costs that are purchased from another enterprise and have alternative future use, research and development expenses are charged to operations as incurred. | |||||||||
Research and Development Costs for Others | ' | ||||||||
For research and development activities that are partially or completely funded by other parties, and when the obligation is incurred solely to perform contractual services, expenses are charged to cost of sales and all revenues resulting from such activities are shown as sales. We have expended $1.3 million, $1.3 million, and $1.2 million for the years ended 2013, 2012, and 2011 respectively. | |||||||||
Income Taxes | ' | ||||||||
The provision for income taxes includes federal, foreign, state and local income taxes currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax bases of assets and liabilities using enacted marginal tax rates. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred income tax expenses or credits are based on the changes in the asset or liability from period to period. | |||||||||
We have net operating loss and tax credit carry-forwards available in certain jurisdictions to reduce future taxable income. Future tax benefits for net operating loss and tax credit carry forwards are recognized to the extent that realization of these benefits is considered more likely than not. This determination is based on the expectation that related operations will be sufficiently profitable or that various tax, business and other planning strategies will enable us to utilize the operating loss and tax credit carry forwards. We cannot be assured that we will be able to realize these future tax benefits or that future valuation allowances will not be required. To the extent that available evidence raises doubt about the realization of a deferred income tax asset, a valuation allowance is established. | |||||||||
It is our policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent that the probable tax outcome of these uncertain tax positions changes, such changes in estimate will impact the income tax provision in the period in which such determination is made. At December 31, 2013, we believe we have appropriately accounted for any unrecognized tax benefits. To the extent we prevail in matters for which a liability for an unrecognized tax benefit is established or we are required to pay amounts in excess of the liability, our effective tax rate in a given financial statement period may be affected. | |||||||||
Since inception, we have been subject to tax by both federal and state taxing authorities. Until the respective statutes of limitations expire (which may be as much as 20 years while we have unused NOL’s), we are subject to income tax audits in the jurisdictions in which we operate. | |||||||||
Reclassifications | ' | ||||||||
Certain amounts in our prior years’ financial statements have been reclassified to conform to the current year presentation. |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Significant Accounting Policies Tables | ' | ||||||||
Inventories | ' | ||||||||
Inventories at December 31, 2013 and 2012 were as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 5,470 | $ | 5,133 | |||||
Work in process | 882 | 853 | |||||||
Finished goods | 2,455 | 2,016 | |||||||
Gross inventories | 8,807 | 8,002 | |||||||
Less: reserve for obsolescence | (392 | ) | (459 | ) | |||||
Net inventories | $ | 8,415 | $ | 7,543 | |||||
TRADE_ACCOUNTS_RECEIVABLE_Tabl
TRADE ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Trade Accounts Receivable Tables | ' | ||||||||
Trade accounts receivable | ' | ||||||||
As of December 31, 2013 and 2012, trade accounts receivable were as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Trade accounts receivable | $ | 2,029 | $ | 2,906 | |||||
Less: allowance for doubtful accounts | (39 | ) | (32 | ) | |||||
Trade accounts receivable, net | $ | 1,990 | $ | 2,874 |
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment Tables | ' | ||||||||
Property, plant and equipment | ' | ||||||||
As of December 31, 2013 and 2012, property, plant and equipment consisted of the following (in thousands): | |||||||||
2013 | 2012 | ||||||||
Land | $ | 1,600 | $ | 1,600 | |||||
Machinery and equipment | 3,892 | 3,648 | |||||||
Building and improvements | 3,868 | 3,854 | |||||||
Furniture and fixtures | 1,984 | 2,002 | |||||||
Leasehold improvements | 2 | 384 | |||||||
Molds | 1,383 | 1,192 | |||||||
12,729 | 12,680 | ||||||||
Less: accumulated depreciation and amortization | (5,666 | ) | (5,451 | ) | |||||
Net property, plant, and equipment | $ | 7,063 | $ | 7,229 |
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Intangible Assets Tables | ' | ||||||||
Schedule of intangible assets | ' | ||||||||
At December 31, 2013 and 2012, intangible assets consisted of the following (in thousands): | |||||||||
2013 | 2012 | ||||||||
Brand name and trademark (life indefinite) | $ | 1,510 | $ | 1,510 | |||||
Purchased technology (9-17 year lives) | $ | 1,441 | $ | 1,441 | |||||
Less: accumulated amortization | (866 | ) | (777 | ) | |||||
Purchased technology, net | $ | 575 | $ | 664 |
CONVERTIBLE_PREFERRED_STOCK_AN1
CONVERTIBLE PREFERRED STOCK AND WARRANTS (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Convertible Preferred Stock And Warrants Tables | ' | ||||||||||||||||||||
Proceeds from fair value offering | ' | ||||||||||||||||||||
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 | ||||||||||||||||||
Reconciliation of changes in fair value warrants | ' | ||||||||||||||||||||
The following represents a reconciliation of the changes in fair value of warrants measured at fair value using Level 3 inputs during the year ended December 31, 2013: | |||||||||||||||||||||
(in $ thousands) | 2013 Investor Warrants | 2013 Placement Agent Warrants | 2010 Investor Warrants | 2010 Placement Agent Warrants | Total | ||||||||||||||||
Balance, December 31, 2012 | $ | - | $ | - | $ | 71 | $ | 14 | $ | 85 | |||||||||||
Issuances – December 13, 2013 | 4,384 | 438 | - | - | 4,822 | ||||||||||||||||
Fair value adjustments: | |||||||||||||||||||||
Effect of change in exercise price | - | - | 613 | - | 613 | ||||||||||||||||
Change in fair value | 215 | 22 | 5 | (13 | ) | 229 | |||||||||||||||
Balance, December 31, 2013 | $ | 4,599 | $ | 460 | $ | 689 | $ | 1 | $ | 5,749 |
LONG_TERM_DEBT_Tables
LONG TERM DEBT (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Long Term Debt Tables | ' | ||||||||||||||||||||||||
Long-term debt | ' | ||||||||||||||||||||||||
Our 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, | ||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||||
Long-term debt | $ | 3,257 | - | - | - | - | - |
TAXES_AND_NET_OPERATING_LOSS_C1
TAXES AND NET OPERATING LOSS CARRYFORWARDS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Taxes And Net Operating Loss Carryforwards Tables | ' | ||||||||||||
Components of deferred tax assets (liabilities) | ' | ||||||||||||
Deferred income taxes reflect the impact of temporary differences between the amount of assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax purposes. The tax effects of these temporary differences representing the components of deferred tax assets (liabilities) at December 31 were approximately as follows (in thousands): | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets, current: | |||||||||||||
U.S. net operating loss carry-forwards | $ | 2,026 | $ | 1,097 | |||||||||
Settlements | 204 | -- | |||||||||||
State net operating loss carry-forwards | 363 | 197 | |||||||||||
Research and development credits | 876 | 774 | |||||||||||
AMT credits | 75 | 73 | |||||||||||
Accounts receivable | 15 | 12 | |||||||||||
Reserves | -- | 1 | |||||||||||
Inventory | -- | -- | |||||||||||
Charitable | 12 | 9 | |||||||||||
Accrued expenses | 281 | 132 | |||||||||||
Accrued Settlement | -- | -- | |||||||||||
Non-current estimate of loss and credit carry-forwards | (3,852 | ) | (2,295 | ) | |||||||||
Total deferred tax assets, current | -- | -- | |||||||||||
Deferred tax assets, non-current: | |||||||||||||
Investment in subsidiary | 128 | 128 | |||||||||||
Loss and credit carry-forwards | 3,852 | 2,295 | |||||||||||
Stock based compensation | 158 | 95 | |||||||||||
Total deferred tax assets, non- current | 4,138 | 2,518 | |||||||||||
Deferred tax liabilities, non-current: | |||||||||||||
Inventory | 1 | (1 | ) | ||||||||||
State taxes (capital) | (3 | ) | (4 | ) | |||||||||
Property and equipment | (346 | ) | (361 | ) | |||||||||
Intangibles | (365 | ) | (304 | ) | |||||||||
Unrecognized tax benefit liability for non-current temporary differences | (13 | ) | (49 | ) | |||||||||
Total deferred tax liabilities, non-current | (726 | ) | (719 | ) | |||||||||
Net non-current deferred income tax asset | $ | 3,412 | $ | 1,799 | |||||||||
Reconciliation of the statutory federal income tax rate to our effective tax rate | ' | ||||||||||||
Below is a reconciliation of the statutory federal income tax rate to our effective tax rate for the fiscal years ended December 31, 2013, 2012 and 2011: | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal tax provision | 34 | % | 34 | % | 34 | % | |||||||
State taxes (net of federal benefit) | 2.6 | % | 4.1 | % | (32.0 | ) % | |||||||
Stock based compensation* | - | -- | (27.8 | ) % | |||||||||
Research and development credits* | - | -- | (78.0 | ) % | |||||||||
Warrant gains | - | -- | (175.9 | ) % | |||||||||
Meals and entertainment | - | -- | 39.1 | % | |||||||||
Other | (9.3 | )% | (12.2 | )% | -- | ||||||||
27.3 | % | 25.9 | % | (240.6 | ) % |
OTHER_COMMITMENTS_AND_CONTINGE1
OTHER COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Other 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 as of December 31, 2013 (in thousands): | |||||
2014 | $ | 12 | |||
2015 | -- | ||||
Total | $ | 12 | |||
Approximate future minimum payments under employment agreements | ' | ||||
At December 31, 2013, we were obligated under three employment agreements which have expiration dates between June 2015 and December 2016. Approximate future minimum payments under these agreements are as follows as of December 31, 2013 (in thousands): | |||||
2014 | $ | 1,316 | |||
2015 | 786 | ||||
2016 | 216 | ||||
Total | $ | 2,318 | |||
STOCK_OPTIONS_Tables
STOCK OPTIONS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Stock Options Tables | ' | ||||||||||||
Summary of stock options and stock awards | ' | ||||||||||||
The status of our stock options and stock awards are summarized as follows: | |||||||||||||
Number | Weighted | ||||||||||||
Average | |||||||||||||
Of | Exercise | ||||||||||||
Options | Price | ||||||||||||
Outstanding at December 31, 2011 | 1,532,846 | $ | 3.99 | ||||||||||
Granted | 379,500 | $ | 2.9 | ||||||||||
Exercised | (28,000 | ) | $ | 0.7 | |||||||||
Cancelled | (4,885 | ) | $ | 7.33 | |||||||||
Outstanding at December 31, 2012 | 1,879,461 | $ | 3.81 | ||||||||||
Granted | 897,000 | $ | 2.36 | ||||||||||
Reinstated | 94,285 | $ | 7 | ||||||||||
Exercised | (51,000 | ) | $ | 1.38 | |||||||||
Cancelled | (352,700 | ) | $ | 3.13 | |||||||||
Outstanding at December 31, 2013 | 2,467,046 | $ | 3.55 | ||||||||||
Exercisable at December 31, 2013 | 1,174,885 | $ | 4.34 | ||||||||||
Summary of information about our options outstanding | ' | ||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Exercise | Number | Remaining | Options | ||||||||||
Prices | Outstanding | Contractual | Exercisable | ||||||||||
Life | |||||||||||||
$ | 2.13 | 125,000 | 1 year | 125,000 | |||||||||
$ | 2.25 | 319,000 | 2 years | 319,000 | |||||||||
$ | 2.41 | 30,000 | 1 year | 30,000 | |||||||||
$ | 2.93 | 35,000 | 2 years | 35,000 | |||||||||
$ | 2.95 | 2,500 | 1 year | 2,500 | |||||||||
$ | 6.93 | 20,000 | 3 years | 20,000 | |||||||||
$ | 7.1 | 12,125 | 5 years | 11,410 | |||||||||
$ | 7.18 | 50,000 | 6 years | 50,000 | |||||||||
$ | 7.33 | 131,190 | 6 years | 95,603 | |||||||||
$ | 7.68 | 7,500 | 5 years | 7,500 | |||||||||
$ | 8.66 | 97,857 | 5 years | 86,071 | |||||||||
$ | 6.6 | 500 | 6 years | 500 | |||||||||
$ | 8.32 | 68,214 | 6 years | 39,285 | |||||||||
$ | 7.85 | 7,500 | 6 years | 4,286 | |||||||||
$ | 6 | 30,000 | 7 years | - | |||||||||
$ | 7.45 | 100,000 | 7 years | 100,000 | |||||||||
$ | 3.08 | 10,000 | 7 years | 4,287 | |||||||||
$ | 2.46 | 74,160 | 7 years | 48,926 | |||||||||
$ | 1.89 | 50,000 | 7 years | 21,429 | |||||||||
$ | 2.8 | 10,000 | 8 years | 2,857 | |||||||||
$ | 2.81 | 15,000 | 8 years | 4,286 | |||||||||
$ | 2.79 | 46,000 | 9 years | 20,667 | |||||||||
$ | 2.54 | 228,500 | 9 years | 58,500 | |||||||||
$ | 3.79 | 100,000 | 9 years | 20,000 | |||||||||
$ | 6 | 50,000 | 10 years | 27,778 | |||||||||
$ | 2.5 | 10,000 | 10 years | - | |||||||||
$ | 2.97 | 42,000 | 10 years | 20,000 | |||||||||
$ | 2.2 | 45,000 | 10 years | 20,000 | |||||||||
$ | 2.09 | 750,000 | 10 years | - | |||||||||
2,467,046 | 1,174,885 | ||||||||||||
Number and weighted average grant-date fair values of options non-vested | ' | ||||||||||||
The number and weighted average grant-date fair values of options non-vested at the beginning and end of 2013, as well as options granted, vested and forfeited during the year was as follows: | |||||||||||||
Number | Weighted | ||||||||||||
Of | Average | ||||||||||||
Options | Grant Date | ||||||||||||
Fair Value | |||||||||||||
Non-vested at January 1, 2013 | 646,567 | $ | 1.43 | ||||||||||
Granted in 2013 | 897,000 | $ | 0.75 | ||||||||||
Reinstated 2013 | 94,285 | $ | 3.32 | ||||||||||
Vested in 2013 | (340,691 | ) | $ | 1.87 | |||||||||
Forfeited in 2013 | (5,000 | ) | $ | 0.95 | |||||||||
Non-vested at December 31, 2012 | 1,292,161 | $ | 0.98 | ||||||||||
Allocation of stock based compensation expense | ' | ||||||||||||
Allocation of stock based compensation expense for the fiscal years ended December 31, 2013, 2012 and 2011 was as follows (in thousands): | |||||||||||||
2012 | 2012 | 2011 | |||||||||||
Cost of sales | $ | 12 | $ | 16 | $ | 16 | |||||||
Research and development | 34 | 37 | 11 | ||||||||||
Salaries and related costs | 460 | 108 | 105 | ||||||||||
Total | $ | 506 | $ | 161 | $ | 132 |
SELECTED_QUARTERLY_INFORMATION1
SELECTED QUARTERLY INFORMATION (UNAUDITED) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Selected Quarterly Information Tables | ' | ||||||||||||||||
Unaudited quarterly data | ' | ||||||||||||||||
The results of operations for any quarter are not necessarily indicative of the results of operations for any future period. | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Year ended December 31, 2013 | Quarter | Quarter | Quarter | Quarter | |||||||||||||
Total revenue | $ | 5,696 | $ | 6,042 | $ | 5,794 | $ | 6,128 | |||||||||
Gross profit | $ | 2,151 | $ | 2,230 | $ | 2,249 | $ | 2,568 | |||||||||
Net income (loss) attributable to common shareholders (2) (4) | $ | (409 | ) | $ | (1,119 | ) | $ | (341 | ) | $ | (5,125 | ) | |||||
Diluted earnings (loss) per share | $ | (0.02 | ) | $ | (0.06 | ) | $ | (0.02 | ) | $ | (0.30 | ) | |||||
Year ended December 31, 2012 | |||||||||||||||||
Total revenue | $ | 6,733 | $ | 7,440 | $ | 6,671 | $ | 6,827 | |||||||||
Gross profit | $ | 2,796 | $ | 2,856 | $ | 2,894 | $ | 2,787 | |||||||||
Net income (loss) (3) | $ | 187 | $ | 152 | $ | (7 | ) | $ | 285 | ||||||||
Diluted earnings per share (1) | $ | 0.01 | $ | 0.01 | $ | -- | $ | 0.02 | |||||||||
-1 | Quarterly income (loss) per share may not equal the annual reported amounts due to period roundings. | ||||||||||||||||
(2) | Fourth quarter loss was mainly the result of recognizing a legal settlement loss, financing cost and refinancing of debt costs. | ||||||||||||||||
(3) | Fourth quarter gain was mainly the result of recognizing a gain on fair value of warrants and an increase in our deferred tax asset. | ||||||||||||||||
-4 | Second quarter loss was mainly the result of recognizing a legal settlement loss. |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Significant Accounting Policies Details | ' | ' |
Raw materials | $5,470 | $5,133 |
Work in process | 882 | 853 |
Finished goods | 2,455 | 2,016 |
Gross inventories | 8,807 | 8,002 |
Less: reserve for obsolescence | -392 | -459 |
Net inventories | $8,415 | $7,543 |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES (Details Narratives) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Customer | |||
Number of largest customers | ' | ' | 10 |
Number of major customer accounted over 10% of total revenue | ' | ' | 0 |
Sales volume discounts | $523,000 | $565,000 | $520,000 |
Allowances for doubtful accounts | 39,000 | 32,000 | ' |
Increase (decrease) in related costs of sales | -67,000 | -93,000 | ' |
Shipping and handling costs | 104,000 | 128,000 | 129,000 |
Advertising costs | 305,000 | 277,000 | 305,000 |
Research and Development Costs | $1,300,000 | $1,300,000 | $1,200,000 |
Number of common share equivalents not included in computation | 12,900,000 | ' | ' |
Building [Member] | ' | ' | ' |
Estimated useful life of property and equipment | '39 years | ' | ' |
Minimum [Member] | ' | ' | ' |
Credit terms for billings | '10 days | ' | ' |
Minimum [Member] | Licenses and Purchased Technology [Member] | ' | ' | ' |
Useful life | '5 years | ' | ' |
Minimum [Member] | Machinery and Equipment [Member] | ' | ' | ' |
Estimated useful life of property and equipment | '3 years | ' | ' |
Minimum [Member] | Molds [Member] | ' | ' | ' |
Estimated useful life of property and equipment | '7 years | ' | ' |
Minimum [Member] | Furniture and Fixtures [Member] | ' | ' | ' |
Estimated useful life of property and equipment | '5 years | ' | ' |
Maximum [Member] | ' | ' | ' |
Credit terms for billings | '30 days | ' | ' |
Maximum [Member] | Licenses and Purchased Technology [Member] | ' | ' | ' |
Useful life | '17 years | ' | ' |
Maximum [Member] | Machinery and Equipment [Member] | ' | ' | ' |
Estimated useful life of property and equipment | '10 years | ' | ' |
Maximum [Member] | Molds [Member] | ' | ' | ' |
Estimated useful life of property and equipment | '15 years | ' | ' |
Maximum [Member] | Furniture and Fixtures [Member] | ' | ' | ' |
Estimated useful life of property and equipment | '10 years | ' | ' |
National Distribution & Contracting Inc [Member] | ' | ' | ' |
Number of major customer accounted over 10% of total revenue | 3 | ' | ' |
Revenue from largest customers (in hundredths) | 13.10% | 12.40% | ' |
PSS World Medical [Member] | ' | ' | ' |
Revenue from largest customers (in hundredths) | 10.90% | ' | ' |
McKesson Medical Surgical [Member] | ' | ' | ' |
Revenue from largest customers (in hundredths) | 10.30% | ' | ' |
Trade Receivables [Member] | ' | ' | ' |
Revenue from largest customers (in hundredths) | 58.00% | 72.00% | 62.00% |
Net Revenues [Member] | ' | ' | ' |
Number of major customer accounted over 10% of total revenue | ' | 1 | ' |
Revenue from largest customers (in hundredths) | 60.90% | 66.30% | 64.60% |
TRADE_ACCOUNTS_RECEIVABLE_Deta
TRADE ACCOUNTS RECEIVABLE (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Trade accounts receivable | ' | ' |
Trade accounts receivable | $2,029 | $2,906 |
Less: allowance for doubtful accounts | -39 | -32 |
Trade accounts receivable, net | $1,990 | $2,874 |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment, Net, by Type | ' | ' |
Gross property, plant, and equipment | $12,729 | $12,680 |
Less: accumulated depreciation and amortization | -5,666 | -5,451 |
Net property, plant, and equipment | 7,063 | 7,229 |
Land [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' |
Gross property, plant, and equipment | 1,600 | 1,600 |
Machinery and Equipment [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' |
Gross property, plant, and equipment | 3,892 | 3,648 |
Building and Improvements [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' |
Gross property, plant, and equipment | 3,868 | 3,854 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' |
Gross property, plant, and equipment | 1,984 | 2,002 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' |
Gross property, plant, and equipment | 2 | 384 |
Molds [Member] | ' | ' |
Property, Plant and Equipment, Net, by Type | ' | ' |
Gross property, plant, and equipment | $1,383 | $1,192 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Purchased technology [Member] | Purchased technology [Member] | Purchased technology [Member] | Purchased technology [Member] | Brand Name and Trademark [Member] | Brand Name and Trademark [Member] | ||
Minimum [Member] | Maximum [Member] | |||||||
Indefinite-lived intangible assets | ' | ' | ' | ' | ' | ' | $1,510 | $1,510 |
Finite-lived intangible assets, gross | ' | ' | 1,441 | 1,441 | ' | ' | ' | ' |
Less: accumulated amortization | ' | ' | 866 | -777 | ' | ' | ' | ' |
Finite-lived intangible assets, net | $575 | $664 | $575 | $664 | ' | ' | ' | ' |
Useful life | ' | ' | ' | ' | '9 years | '17 years | ' | ' |
CONVERTIBLE_PREFERRED_STOCK_AN2
CONVERTIBLE PREFERRED STOCK AND WARRANTS (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Proceeds allocated | $7,000,000 |
Expenses allocated | 1,060,520 |
Series A Preferred Stock [Member] | ' |
Proceeds allocated | 2,616,250 |
Expenses allocated | 396,369 |
Investor Warrants [Member] | ' |
Proceeds allocated | 4,383,750 |
Expenses allocated | $664,151 |
CONVERTIBLE_PREFERRED_STOCK_AN3
CONVERTIBLE PREFERRED STOCK AND WARRANTS (Details 1) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Beginning Balance | $85 |
Issuances - December 13, 2013 | 4,822 |
Fair value adjustments: | ' |
Effect of change in exercise price | 613 |
Change in fair value | 229 |
Ending Balance | 5,749 |
2013 Investor Warrants [Member] | ' |
Beginning Balance | ' |
Issuances - December 13, 2013 | 4,384 |
Fair value adjustments: | ' |
Effect of change in exercise price | ' |
Change in fair value | 215 |
Ending Balance | 4,599 |
2013 Placement Agent Warrants [Member] | ' |
Beginning Balance | ' |
Issuances - December 13, 2013 | 438 |
Fair value adjustments: | ' |
Effect of change in exercise price | ' |
Change in fair value | 22 |
Ending Balance | 460 |
2010 Investor Warrants [Member] | ' |
Beginning Balance | 71 |
Issuances - December 13, 2013 | ' |
Fair value adjustments: | ' |
Effect of change in exercise price | 613 |
Change in fair value | 5 |
Ending Balance | 689 |
2010 Placement Agent Warrants [Member] | ' |
Beginning Balance | 14 |
Issuances - December 13, 2013 | ' |
Fair value adjustments: | ' |
Effect of change in exercise price | ' |
Change in fair value | -13 |
Ending Balance | $1 |
CONVERTIBLE_PREFERRED_STOCK_AN4
CONVERTIBLE PREFERRED STOCK AND WARRANTS (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Convertible Preferred Stock And Warrants Details Narrative | ' | ' |
Gross proceeds from private placement | $7,000,000 | ' |
Preferred stock issued under private placement, shares | 3,500,000 | ' |
Warrants issued to purchase common stock under private placement | 5,250,000 | ' |
Warrant exercise price | $2.39 | ' |
Investor warrants value | 4,599,000 | ' |
Placement agent warrants value | 459,900 | ' |
Change in value of investor and placement agent warrants | 236,775 | ' |
Additional accretion in Series A preferred stock value | 38,887 | ' |
Series A preferred stock carrying value after accretion | 2,258,767 | ' |
Fair value of investor and placement agent warrants | $690,000 | $85,000 |
Expected dividend yield | 0.00% | ' |
Expected volatility of common stock | 43.00% | ' |
Risk-free rates of return | 0.36% | ' |
LONG_TERM_DEBT_Details
LONG TERM DEBT (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Long-term debt | ' |
2014 | $3,257 |
2015 | ' |
2016 | ' |
2017 | ' |
2018 | ' |
Thereafter | ' |
LONG_TERM_DEBT_Details_Narrati
LONG TERM DEBT (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Long Term Debt Details Narrative | ' |
Outstanding industrial revenue bonds | $3,300,000 |
Scheduled maturities of industrial revenue bonds in 2013 | 72,000 |
Scheduled maturities of industrial revenue bonds in 2014 | 3,200,000 |
Minimum adjusted EBITDA for credit facility | $1,550,000 |
TAXES_AND_NET_OPERATING_LOSS_C2
TAXES AND NET OPERATING LOSS CARRYFORWARDS (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Taxes And Net Operating Loss Carryforwards Details | ' | ' |
U.S. net operating loss carryforwards | $2,026 | $1,097 |
Settlements | 204 | ' |
State net operating loss carryforwards | 363 | 197 |
Research and development credits | 876 | 774 |
AMT credits | 75 | 73 |
Accounts receivable | 15 | 12 |
Reserves | ' | 1 |
Inventory | ' | ' |
Charitable | 12 | 9 |
Accrued expenses | 281 | 132 |
Accrued Settlement | ' | ' |
Non-current estimate of loss and credit carryforwards | -3,852 | -2,295 |
Total deferred tax assets, current | ' | ' |
Deferred tax assets, non-current: | ' | ' |
Investment in subsidiary | 128 | 128 |
Loss and credit carryforwards | 3,852 | 2,295 |
Stock based compensation | 158 | 95 |
Total deferred tax assets, non- current | 4,138 | 2,518 |
Deferred tax liabilities, non-current: | ' | ' |
Inventory | 1 | -1 |
State taxes (capital) | -3 | -4 |
Property and equipment | -346 | -361 |
Intangibles | -365 | -304 |
Unrecognized tax benefit liability for non-current temporary differences | -13 | -49 |
Total deferred tax liabilities, non- current | -726 | -719 |
Net non-current deferred income tax asset | $3,412 | $1,799 |
TAXES_AND_NET_OPERATING_LOSS_C3
TAXES AND NET OPERATING LOSS CARRYFORWARDS (Details 1) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Taxes And Net Operating Loss Carryforwards Details 1 | ' | ' | ' |
Federal Tax Provision | 34.00% | 34.00% | 34.00% |
State taxes (net of federal benefit) | 2.60% | 4.10% | -32.00% |
Stock based compensation | ' | ' | -27.80% |
Research and development credits | ' | ' | -78.00% |
Warrant Gain | ' | ' | -175.90% |
Meals and Entertainment | ' | ' | 39.10% |
Other | -9.30% | -12.20% | ' |
Effective income tax rate | 27.30% | 25.90% | -240.60% |
OTHER_RELATED_PARTY_TRANSACTIO1
OTHER RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Consulting services | ' | $20,000 | $80,000 |
Consulting services related to research and development | ' | 7,500 | 30,000 |
AR Logic [Member] | ' | ' | ' |
Consulting Fees Paid | 266,600 | 223,500 | 171,700 |
Yechiel Tsitrinovich [Member] | ' | ' | ' |
Consulting fees and royalties | $72,890 | $77,218 | $85,310 |
OTHER_COMMITMENTS_AND_CONTINGE2
OTHER COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Future minimum lease payments under operating leases | ' |
2014 | $12 |
2015 | ' |
Total | $12 |
OTHER_COMMITMENTS_AND_CONTINGE3
OTHER COMMITMENTS AND CONTINGENCIES (Details 1) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Other Commitments And Contingencies Details 1 | ' |
2014 | $1,316 |
2015 | 786 |
2016 | 216 |
Total | $2,318 |
OTHER_COMMITMENTS_AND_CONTINGE4
OTHER COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Other Commitments And Contingencies Details Narrative | ' | ' | ' |
Rent expense | $228,000 | $256,000 | $256,000 |
Purchase commitments for inventories | $3,100,000 | ' | ' |
Employment agreements expiration dates | 'Between June 2015 and December 2016 | ' | ' |
STOCK_OPTIONS_Details
STOCK OPTIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary of Stock Options and Stock Awards | ' | ' |
Number of options Outstanding, beginning of period | 1,879,461 | 1,532,846 |
Number of options, Granted | 897,000 | 379,500 |
Number of options, Reinstated | 94,285 | ' |
Number of options, Exercised | -51,000 | -28,000 |
Number of options, Cancelled | -352,700 | -4,885 |
Number of options, Outstanding, end of period | 2,467,046 | 1,879,461 |
Number of options, Exercisable | 1,174,885 | ' |
Weighted average exercise price, Options Outstanding, beginning of period | $3.81 | $3.99 |
Weighted average exercise price, Options Granted | $2.36 | $2.90 |
Weighted average exercise price, Options Reinstated | $7 | ' |
Weighted average exercise price, Options Exercised | $1.38 | $0.70 |
Weighted average exercise price, Options Cancelled | $3.13 | $7.33 |
Weighted average exercise price, Options Outstanding, end of period | $3.55 | $3.81 |
Weighted average exercise price, Options Exercisable | $4.34 | ' |
STOCK_OPTIONS_Details_1
STOCK OPTIONS (Details 1) | 12 Months Ended |
Dec. 31, 2013 | |
Summary of information about options outstanding | ' |
Number Outstanding | 2,467,046 |
Options Exercisable | 1,174,885 |
Exercise Price 2.13 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 125,000 |
Weighted Average Remaining Contractual Life | '1 year |
Options Exercisable | 125,000 |
Exercise Price 2.25 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 319,000 |
Weighted Average Remaining Contractual Life | '2 years |
Options Exercisable | 319,000 |
Exercise Price 2.41 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 30,000 |
Weighted Average Remaining Contractual Life | '1 year |
Options Exercisable | 30,000 |
Exercise Price 2.93 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 35,000 |
Weighted Average Remaining Contractual Life | '2 years |
Options Exercisable | 35,000 |
Exercise Price 2.95 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 2,500 |
Weighted Average Remaining Contractual Life | '1 year |
Options Exercisable | 2,500 |
Exercise Price 6.93 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 20,000 |
Weighted Average Remaining Contractual Life | '3 years |
Options Exercisable | 20,000 |
Exercise Price 7.10 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 12,125 |
Weighted Average Remaining Contractual Life | '5 years |
Options Exercisable | 11,410 |
Exercise Price 7.18 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 50,000 |
Weighted Average Remaining Contractual Life | '6 years |
Options Exercisable | 50,000 |
Exercise Price 7.33 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 131,190 |
Weighted Average Remaining Contractual Life | '6 years |
Options Exercisable | 95,603 |
Exercise Price 7.68 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 7,500 |
Weighted Average Remaining Contractual Life | '5 years |
Options Exercisable | 7,500 |
Exercise Price 8.66 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 97,857 |
Weighted Average Remaining Contractual Life | '5 years |
Options Exercisable | 86,071 |
Exercise Price 6.60 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 500 |
Weighted Average Remaining Contractual Life | '6 years |
Options Exercisable | 500 |
Exercise Price 8.32 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 68,214 |
Weighted Average Remaining Contractual Life | '6 years |
Options Exercisable | 39,285 |
Exercise Price 7.85 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 7,500 |
Weighted Average Remaining Contractual Life | '6 years |
Options Exercisable | 4,286 |
Exercise Price 6.00 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 30,000 |
Weighted Average Remaining Contractual Life | '7 years |
Options Exercisable | ' |
Exercise Price 7.45 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 100,000 |
Weighted Average Remaining Contractual Life | '7 years |
Options Exercisable | 100,000 |
Exercise Price 3.08 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 10,000 |
Weighted Average Remaining Contractual Life | '7 years |
Options Exercisable | 4,287 |
Exercise Price 2.46 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 74,160 |
Weighted Average Remaining Contractual Life | '7 years |
Options Exercisable | 48,926 |
Exercise Price 1.89 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 50,000 |
Weighted Average Remaining Contractual Life | '7 years |
Options Exercisable | 21,429 |
Exercise Price 2.80 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 10,000 |
Weighted Average Remaining Contractual Life | '8 years |
Options Exercisable | 2,857 |
Exercise Price 2.81 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 15,000 |
Weighted Average Remaining Contractual Life | '8 years |
Options Exercisable | 4,286 |
Exercise Price 2.79 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 46,000 |
Weighted Average Remaining Contractual Life | '9 years |
Options Exercisable | 20,667 |
Exercise Price 2.54 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 228,500 |
Weighted Average Remaining Contractual Life | '9 years |
Options Exercisable | 58,500 |
Exercise Price 3.79 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 100,000 |
Weighted Average Remaining Contractual Life | '9 years |
Options Exercisable | 20,000 |
Exercise Price 6.00 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 50,000 |
Weighted Average Remaining Contractual Life | '10 years |
Options Exercisable | 27,778 |
Exercise Price 2.50 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 10,000 |
Weighted Average Remaining Contractual Life | '10 years |
Options Exercisable | ' |
Exercise Price 2.97 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 42,000 |
Weighted Average Remaining Contractual Life | '10 years |
Options Exercisable | 20,000 |
Exercise Price 2.20 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 45,000 |
Weighted Average Remaining Contractual Life | '10 years |
Options Exercisable | 20,000 |
Exercise Price 2.09 [Member] | ' |
Summary of information about options outstanding | ' |
Number Outstanding | 750,000 |
Weighted Average Remaining Contractual Life | '10 years |
Options Exercisable | ' |
STOCK_OPTIONS_Details_2
STOCK OPTIONS (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Number and weighted average grant date fair values of options non-vested | ' |
Number of Options Non-vested at beginning of period | 646,567 |
Number of Options Non-vested, Granted 2013 | 897,000 |
Number of Options Non-vested, Reinstated 2013 | 94,285 |
Number of Options Non-vested, Vested in 2013 | -340,691 |
Number of Options Non-vested, Forfeited in 2013 | -5,000 |
Number of Options Non-vested at end of period | 1,292,161 |
Weighted average grant date fair value, Non-vested Options at beginning of period | $1.43 |
Weighted average grant date fair value, Non-vested Options Granted in 2013 | $0.75 |
Weighted average grant date fair value, Non-vested Options Reinstated 2013 | $3.32 |
Weighted average grant date fair value, Non-vested Options Vested in 2013 | $1.87 |
Weighted average grant date fair value, Non-vested Options Forfeited in 2013 | $0.95 |
Weighted average grant date fair value, Non-vested Options at end of period | $0.98 |
STOCK_OPTIONS_Details_3
STOCK OPTIONS (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allocated stock based compensation expense | $506 | $161 | $132 |
Cost of Sales [Member] | ' | ' | ' |
Allocated stock based compensation expense | 12 | 16 | 16 |
Research and Development [Member] | ' | ' | ' |
Allocated stock based compensation expense | 34 | 37 | 11 |
Salaries and Related Costs [Member] | ' | ' | ' |
Allocated stock based compensation expense | $460 | $108 | $105 |
STOCK_OPTIONS_Details_Narrativ
STOCK OPTIONS (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock Options Details Narrative | ' | ' | ' |
Common stock remain to be issued under 2012 Share Incentive Plan | 269,500 | ' | ' |
Grant date fair value of options, expected volatility, minimum | 43.00% | 41.00% | 41.00% |
Grant date fair value of options, expected volatility, maximum | 47.00% | 43.00% | 42.00% |
Grant date fair value of options, expected term, minimum | '3 years | ' | ' |
Grant date fair value of options, expected term, maximum | '5 years | '5 years | '7 years |
Grant date fair value of options, risk-free interest rates, minimum | 0.40% | ' | 1.80% |
Grant date fair value of options, risk-free interest rates, maximum | 0.60% | 0.40% | 2.60% |
Grant date fair value of options, expected dividend yield | 0.00% | 0.00% | 0.00% |
Aggregate intrinsic value of all stock options outstanding and expected to vested | $637,000 | ' | ' |
Aggregate intrinsic value of currently exercisable stock options | 8,000 | ' | ' |
Closing stock price of common stock for instrinsic value | $2.15 | ' | ' |
In-the-money options outstanding and exercisable | 925,000 | ' | ' |
Intrinsic value of options exercised | 76,000 | 58,000 | 157,000 |
Cash proceeds received from exercise of stock options | 48,000 | 0 | 0 |
Fair value of options granted | 672,000 | 390,000 | 33,000 |
Fair value of option shares vested | 637,000 | 164,000 | 248,000 |
Common stock shares issued in exchage of stock option and common stock | 44,798 | ' | ' |
Employee and non-employee stock option | 51,000 | ' | ' |
Common stock shares for stock swap | 6,202 | ' | ' |
Net proceeds from the issuance of common shares | 48,000 | ' | ' |
Stock compensation cost recognized | 506,000 | 161,000 | 132,000 |
Unrecognized stock-based compensation cost | $964,200 | ' | ' |
GEOGRAPHIC_AND_SEGMENT_INFORMA1
GEOGRAPHIC AND SEGMENT INFORMATION (Details Narratives) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Geographic And Segment Information Details Narratives | ' | ' | ' |
International sales, percentage | 17.20% | 17.70% | 21.00% |
SELECTED_QUARTERLY_INFORMATION2
SELECTED QUARTERLY INFORMATION (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Unaudited quarterly data | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | $6,128 | $5,794 | $6,042 | $5,696 | $6,827 | $6,671 | $7,440 | $6,733 | $27,671 | $25,411 |
Gross profit | 2,568 | 2,249 | 2,230 | 2,151 | 2,787 | 2,894 | 2,856 | 2,796 | 11,333 | 10,731 |
Net income (loss) attributable to common shareholders (2) (4) | ($5,125) | ($341) | ($1,119) | ($409) | $285 | ($7) | $152 | $187 | $617 | $109 |
Diluted earnings (loss) per share (in dollars per share) | ($0.30) | ($0.02) | ($0.06) | ($0.02) | $0.02 | ' | $0.01 | $0.01 | $0.03 | $0.01 |
RESTATEMENT_OF_STATEMENT_OF_OP1
RESTATEMENT OF STATEMENT OF OPERATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2013 | |
Restatement Of Statement Of Operations Details Narrative | ' |
Description of restatement operations | 'The requirement to restate the CompanyBs basic and diluted earnings per share arose from the requirement to deduct $2.616 million attributable to the beneficial conversion feature of the Convertible Preferred Shares issued on December 13, 2013 and the accretion of $39,000 related to the preferred shares from December 13, 2013 through December 31, 2013, in calculating net loss attributable to common shareholders for the purposes of earnings per share, in accordance with ASC 480-10-S99-2-20. The impact of this change is an increase in basic and diluted loss per share of $0.15 to $0.40 for the year ended December 31, 2013. |