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ACQUISITION OF BOVIE BULGARIA | 12 Months Ended
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Dec. 31, 2015
Notes to Financial Statements |
NOTE 3. ACQUISITION OF BOVIE BULGARIA | On October 20, 2015 (the "Effective Date"), the Company and Nikolay Shilev entered into and consummated a Share Purchase Agreement (the "Purchase Agreement") whereby the Company acquired all of the outstanding equity interests of Bovie Bulgaria EOOD, a limited liability company incorporated under Bulgarian law ("Bovie Bulgaria"). Pursuant to the terms of the Purchase Agreement, the Company agreed to pay Mr. Shilev approximately $559,000 payable as follows: (i) $419,000 payable within three business days after the effective registration of the Company as the sole shareholder of Bovie Bulgaria and (ii) $140,000 payable on the five year anniversary of the Effective Date. In conjunction with the execution and consummation of the Purchase Agreement, the Company caused Bovie Bulgaria to enter into a Management Agreement with Mr. Shilev (the "Management Agreement"). Pursuant to the terms of the Management Agreement: (i) Mr. Shilev shall be engaged by the Company for a period of five years; (ii) the Company agreed to pay Mr. Shilev an annual base salary of $141,250; (iii) Mr. Shilev shall be entitled to, subject to certain limitations, an annual performance based bonus equal to twenty percent of Mr. Shilev's base salary; (iv) as an inducement to enter into the Management Agreement, the Company awarded Mr. Shilev a restricted stock grant of 225,922 shares of the Company's common stock, with such restricted stock vesting ratably over a five year period and subject to forfeiture upon Mr. Shilev's Management Agreement being terminated for Cause or without "Good Reason" (as each is defined in the Management Agreement); and (v) the Company agreed to provide severance payments in the event of certain termination events as set forth in the Management Agreement. The table below summarizes the preliminary purchase price and the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date of October 20, 2015:
Purchase Price |  |  |
Value of consideration paid: |  | $ | 559 |
Tangible assets acquired and liabilities assumed at fair value |  |  |  |
Cash and cash equivalents |  |  | 59 |
Trade accounts receivable, net |  |  | - |
Inventories, net |  |  | 285 |
Prepaid expenses and other current assets |  |  | 1 |
Property and equipment, net |  |  | 167 |
Deferred income tax assets, net |  |  | 25 |
Deposits, net of current portion |  |  | 8 |
Accounts payable |  |  | (150 | )
Accrued and other liabilities |  |  | (21 | )
Excess of assets over liabilities assumed |  | $ | 374 |
Goodwill |  | $ | 185 |

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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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