UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~(Mark One)~~

x ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the Quarterly Period Ended September 30, 2016~~

¨ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the Period from ____________ to ____________~~

~~Commission file number~~ ~~0-12183~~

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 0-12183

BOVIE MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

~~Delaware~~		~~11-2644611~~

Delaware	11-2644611
(State or other jurisdiction of incorporation or organization)	(~~IRS~~I.R.S. Employer Identification No.)

4 Manhattanville Road, Suite 106, Purchase, NY 10577

(Address of principal executive ~~offices)~~

offices, zip code)

(914) 468-4009

(Registrant’s telephone ~~number, including area code)~~

number)

Indicate by check mark whether the registrant (1) ~~has~~ filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes~~ Yes: x ýNo ¨o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Web site,~~Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes~~ Yes: x ýNo ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer,”~~filer”, “accelerated filer” ~~and~~, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange ~~Act.~~

Act (Check one):



Large accelerated filer	¨o		Accelerated filer	¨o
Non-accelerated filer	¨o	~~Smaller reporting company~~	x
(Do not check if a smaller reporting company)		Smaller reporting company	ý
			Emerging growth company	o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.				o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes~~ Yes: ¨ oNo xý

~~The number~~

As of July 31, 2017, 30,859,753 shares of the ~~registrant's~~registrant’s $0.001 par value common stock ~~$.001 par value outstanding as of October 24, 2016 was 27,373,668.~~

were outstanding.

~~BOVIE MEDICAL CORPORATION~~

~~INDEX TO FORM 10-Q~~

~~FOR THE QUARTER ENDED SEPTEMBER 30, 2016~~

~~Page~~

~~Part I.~~
~~Financial Information~~

Table of Contents

BOVIE MEDICAL CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

For the quarterly period ended June 30, 2017

(Unaudited)



				Page
Part I.		Financial Information		2

Item 1.		Financial Statements		3	2
		Consolidated Balance Sheets ~~– September~~at June 30, ~~2016~~2017 and December 31, ~~2015~~2016		3	2
		Consolidated Statements of Operations for the ~~Three~~three and ~~Nine Months Ended September~~six months ended June 30, ~~2016~~2017 and ~~2015~~2016		5	3
		Consolidated ~~Statements~~Statement of Changes in Stockholders’ Equity for the ~~Nine Months Ended September~~six months ended June 30, 2017 and 2016		6	4
		Consolidated Statements of Cash Flows for the ~~Nine Months Ended September~~six months ended June 30, ~~2016~~2017 and ~~2015~~2016		7	5
		Notes to Consolidated Financial Statements		8	6

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		15	14
Item 3.		Quantitative and Qualitative Disclosures ~~About~~about Market Risk		23	24
Item 4.		Controls and Procedures		23

~~Part II.~~24	~~Other Information~~

Part II.		Other Information		25

Item 1.		Legal Proceedings		24	25
Item 1A.		Risk Factors		24	25
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		24	25
Item 3.		Defaults Upon Senior Securities		24	25
Item 4.		Mine Safety Disclosures		24	25
Item 5.		Other Information		24	25
Item 6.		Exhibits		25
	~~Signatures~~		26

2
26

Signatures
27

~~PART I. FINANCIAL INFORMATION~~

~~ITEM 1. FINANCIAL STATEMENTS~~Table of Contents

BOVIE MEDICAL CORPORATION

PART I. Financial Information

ITEM 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

~~SEPTEMBER 30, 2016 AND DECEMBER 31, 2015~~

(~~in thousands)~~

~~Assets~~

September 30,

December 31,

2016

2015

(Unaudited)

Current assets:

Cash and cash equivalents

$ 9,329

$ 11,805

Restricted cash

779

839

Trade accounts receivable, net

3,869

2,925

Inventories, net

5,930

5,957

Prepaid expenses and other current assets

564

516

Total current assets

20,471

22,042

Property and equipment, net

6,498

6,810

Brand name and trademark

1,510

1,510

Purchased technology and license rights, net

242

323

Goodwill

185

185

Deposits

123

123

Deferred tax asset

-

25

Other assets

119

430

Total assets

$ 29,148

$ 31,448

In thousands, except share and per share data, Unaudited)



	June 30, 2017			December 31, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	10,292		$	14,456
Restricted cash	779			779
Trade accounts receivable, net of allowance of $186 and $118	4,929			4,733
Inventories, net	7,582			6,158
Prepaid expenses and other current assets	538			413
Total current assets	24,120			26,539
Property and equipment, net	6,240			6,449
Brand name and trademark	1,510			1,510
Purchased technology and license rights, net	217			215
Goodwill	185			185
Deposits	66			109
Other assets	218			103
Total assets	$	32,556		$	35,110

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,077		$	1,606
Accrued payroll	416			419
Accrued vacation	375			404
Current portion of mortgage note payable	239			239
Accrued and other liabilities	2,511			2,604
Total current liabilities	5,618			5,272
Mortgage note payable, net of current portion	2,575			2,694
Note payable	140			140
Deferred rents	11			14
Deferred tax liability	564			564
Derivative liabilities	77			203
Total liabilities	8,985			8,887
STOCKHOLDERS' EQUITY
Series B convertible preferred stock, $0.001 par value; 3,588,139 authorized and 975,639 issued and outstanding as of June 30, 2017 and December 31, 2016	1			1
Common stock, $0.001 par value; 40,000,000 shares authorized; 31,002,832 issued and 30,859,753 outstanding as of June 30, 2017 and December 31, 2016	31			31
Additional paid-in capital	49,966			49,625
Accumulated deficit	(26,427		)	(23,434		)
Total stockholders' equity	23,571			26,223
Total liabilities and stockholders' equity	$	32,556		$	35,110

The accompanying notes are an integral part of the consolidated financial statements.

3
~~Table of Contents~~

Table of Contents

BOVIE MEDICAL CORPORATION

CONSOLIDATED ~~BALANCE SHEETS~~

~~SEPTEMBER 30, 2016 AND DECEMBER 31, 2015~~

~~(CONTINUED) (in thousands)~~

~~Liabilities and Stockholders' Equity~~

September 30,

December 31,

2016

2015

(Unaudited)

Current liabilities:

Accounts payable

$ 1,650

$ 1,214

Accrued payroll

216

321

Accrued vacation

454

228

Current portion of mortgage note payable

239

239

Accrued and other liabilities

1,666

2,119

Total current liabilities

4,225

4,121

Mortgage note payable, net of current portion

2,754

2,934

Notes payable

140

140

Deferred rent

14

18

Deferred tax liability

564

564

Derivative liabilities

822

267

Total liabilities

8,519

8,044

Stockholders' equity:

Series B convertible preferred stock, par value $.001; 3,588,139 issued and 1,975,639 outstanding as of September 30, 2016 and December 31, 2015.

2

2

Common stock, par value $.001 par value; 40,000,000 shares authorized; 27,285,297 issued and 27,142,218 outstanding as of September 30, 2016 and 27,194,251 issued and 27,051,172 outstanding as of December 31, 2015

27

27

Additional paid-in capital

43,512

42,859

Accumulated deficit

(22,912 )

(19,484 )

Total stockholders' equity

20,629

23,404

Total liabilities and stockholders' equity

$ 29,148

$ 31,448

STATEMENTS OF OPERATIONS

(In thousands, except per share data, Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
Sales	$	9,799		$	9,295		$	18,188		$	17,070
Cost of sales	4,757			4,595			8,920			9,048
Gross profit	5,042			4,700			9,268			8,022
Other costs and expenses:
Research and development	696			592			1,405			1,259
Professional services	480			396			870			753
Salaries and related costs	2,243			2,200			4,703			4,300
Selling, general and administrative	2,929			2,022			5,333			4,213
Total other costs and expenses	6,348			5,210			12,311			10,525
Loss from operations	(1,306		)	(510		)	(3,043		)	(2,503		)
Interest expense, net	(36		)	(50		)	(67		)	(88		)
Change in fair value of derivative liabilities	38			41			126			128
Total other income (loss), net	2			(9		)	59			40
Loss before income taxes	(1,304		)	(519		)	(2,984		)	(2,463		)
Income tax expense	4			—			9			—
Net loss	$	(1,308	)	$	(519	)	$	(2,993	)	$	(2,463	)

Loss per share
Basic	$	(0.04	)	$	(0.02	)	$	(0.10	)	$	(0.09	)
Diluted	$	(0.04	)	$	(0.02	)	$	(0.10	)	$	(0.09	)

Weighted average number of shares outstanding - basic	30,860			27,051			30,860			27,051
Weighted average number of shares outstanding - dilutive	30,860			27,051			30,860			27,051

The accompanying notes are an integral part of the consolidated financial statements.

4
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Table of Contents

BOVIE MEDICAL CORPORATION

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~OPERATIONS~~

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015~~

~~(UNAUDITED)~~ ~~(in~~CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, ~~except per share data)~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

2016

2015

2016

2015

Sales

$ 10,063

$ 7,823

$ 27,133

$ 21,226

Cost of sales

5,001

4,594

14,049

12,183

Gross profit

5,062

3,229

13,084

9,043

Other costs and expenses:

Research and development

682

583

1,941

1,534

Professional services

292

427

1,045

1,070

Salaries and related costs

2,192

1,929

6,492

5,749

Selling, general and administrative

2,141

2,103

6,354

6,325

Total other costs and expenses

5,307

5,042

15,832

14,678

Loss from operations

(245 )

(1,813 )

(2,748 )

(5,635 )

Interest expense, net

(36 )

(40 )

(125 )

(120 )
Change in fair value of warrant liabilities, net

(683 )

266

(555 )

1,800

Total other income (expense), net

(719 )

226

(680 )

1,680

Loss before income taxes

(964 )

(1,587 )

(3,428 )

(3,955 )

Income tax benefit, net

--

--

--

(8 )

Net loss

$ (964 )

$ (1,587 )

$ (3,428 )

$ (3,963 )

Accretion on convertible preferred stock

--

--

--

(222 )
Gain on conversion of warrants and preferred shares, net

--

--

--

13,956

Net income (loss) attributable to common shareholders

$ (964 )

$ (1,587 )

$ (3,428 )

$ 9,771

Income (loss) per share

Basic

(0.04 )

(0.06 )

(0.13 )

0.42

Diluted

(0.04 )

(0.06 )

(0.13 )

0.31

Weighted average number of shares outstanding- basic

27,075

27,051

27,059

23,414

Weighted average number of shares outstanding - dilutive

27,075

27,051

27,059

26,346

Unaudited)



	Preferred Stock			Common Stock
	Shares	Par Value		Shares	Par Value		Additional Paid-In Capital		Accumulated Deficit			Total
Balance December 31, 2015	1,976	$	2	27,051	$	27	$	42,859	$	(19,484	)	$	23,404
Stock based compensation	—	—		—	—		360		—			360
Net loss	—	—		—	—		—		(2,463		)	(2,463		)
Balance June 30, 2016	1,976	$	2	27,051	$	27	$	43,219	$	(21,947	)	$	21,301


Balance December 31, 2016	976	$	1	30,860	$	31	$	49,625	$	(23,434	)	$	26,223
Stock based compensation	—	—		—	—		341		—			341
Net loss	—	—		—	—		—		(2,993		)	(2,993		)
Balance June 30, 2017	976	$	1	30,860	$	31	$	49,966	$	(26,427	)	$	23,571

The accompanying notes are an integral part of the consolidated financial statements.

5
~~Table of Contents~~

Table of Contents

BOVIE MEDICAL CORPORATION

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016~~

~~(unaudited) (in thousands)~~

Additional

Preferred Stock

Common Stock

Paid-in

Shares

Par Value

Shares

Par Value

Capital

Deficit

Total

December 31, 2015

1,976

$ 2

27,051

$ 27

$ 42,859

$ (19,484 )

$ 23,404

Warrants exercised

-

-

133

-

316

-

316

Options exercised

-

-

31

-

119

-

119

Stock based compensation

-

-

-

-

533

-

533

Stock swap to acquire options and warrants

-

-

(73 )

-

(315 )

-

(315 )

Net loss

-

-

-

-

-

(3,428 )

(3,428 )

September 30, 2016

1,976

$ 2

27,142

$ 27

$ 43,512

$ (22,912 )

$ 20,629

CASH FLOWS

(In thousands, Unaudited)



	Six Months Ended June 30,
	2017			2016
Cash flows from operating activities
Net loss	$	(2,993	)	$	(2,463	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	356			355
Provision for inventory obsolescence	83			334
Gain on disposal of property and equipment, net	2			14
Stock based compensation	341			360
Change in fair value of derivative liabilities	(126		)	(128		)
Provision for allowance for doubtful accounts	159			159
Changes in current assets and liabilities:
Trade receivables	(355		)	(740		)
Prepaid expenses	(125		)	(20		)
Inventories	(1,507		)	(792		)
Deposits and other assets	(72		)	44
Accounts payable	471			560
Accrued and other liabilities	(128		)	(63		)
Net cash used in operating activities	(3,894		)	(2,380		)
Cash flows from investing activities
Purchases of technology, property and equipment	(151		)	(41		)
Net cash used in investing activities	(151		)	(41		)
Cash flows from financing activities
Change in restricted cash	—			60
Repayment of mortgage note payable	(119		)	(120		)
Net cash used in financing activities	(119		)	(60		)
Net change in cash and cash equivalents	(4,164		)	(2,481		)
Cash and cash equivalents, beginning of period	14,456			11,805
Cash and cash equivalents, end of period	$	10,292		$	9,324

Cash paid for:
Interest paid	$	67		$	50

The accompanying notes are an integral part of the consolidated financial statements.

6
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Table of Contents

BOVIE MEDICAL CORPORATION

~~CONSOLIDATED STATEMENT OF CASH FLOWS~~

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015~~

~~(unaudited) (in thousands)~~

2016

2015

Cash flows from operating activities

Net loss

$ (3,428 )

$ (3,963 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

556

631

Provision for (recovery of) inventory obsolescence

365

(42 )
Gain on disposal of property and equipment, net

19

18

Stock based compensation

533

380

Non cash other (income) loss - warrants

555

(1,800 )
Change in deferred tax asset

25

-

Changes in current assets and liabilities:

Trade receivables

(944 )

(532 )
Prepaid expenses

(48 )

(23 )
Inventories

(337 )

(361 )
Deposits and other assets

312

34

Accounts payable

436

788

Accrued and other liabilities

(337 )

105

Net cash used in operating activities

(2,293 )

(4,765 )

Cash flows from investing activities

Purchases of property and equipment

(182 )

(604 )
Net cash used in investing activities

(182 )

(604 )

Cash flows from financing activities

Proceeds from stock options/warrants exercised

119

1,427

Change in restricted cash

60

60

Payments on mortgage note payable

(180 )

(180 )
Proceeds from issuance of common shares, net

-

11,531

Net cash provided by (used in) financing activities

(1 )

12,838

Net change in cash and cash equivalents

(2,476 )

7,469

Cash and cash equivalents, beginning of period

11,805

5,733

Cash and cash equivalents, end of period

$ 9,329

$ 13,202

Cash paid for:

Interest

$ 125

$ 120

Income taxes

$ -

$ -

~~The accompanying notes are an integral part of the consolidated financial statements.~~

7
~~Table of Contents~~

~~BOVIE MEDICAL CORPORATION~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~(UNAUDITED)~~

NOTE 1. BASIS OF PRESENTATION

Unless the context otherwise indicates, the terms “we,” “our,” “us,” “Bovie,” and similar terms refer to Bovie Medical Corporation and its consolidated subsidiaries.

The accompanying unaudited consolidated financial statements have been prepared based upon SEC rules that permit reduced disclosure for interim periods. For a more complete discussion of significant accounting policies and certain other information, please refer to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results for the interim periods are not necessarily indicative of results for the full year.

In the first quarter of 2017, the Company adopted a change in presentation on its Consolidated Statements of Cash Flows in order to present a "Provision for allowance for doubtful accounts". Previously reported information has been modified to conform to this new presentation.

NOTE 2. 2. INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined on a first in, first out basis. 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 labor hours.

Inventories ~~at September 30, 2016 and December 31, 2015 were as follows (in thousands):~~

September 30,

December 31,

2016

2015

Raw materials

$ 5,333

$ 4,627

Work in process

544

483

Finished goods

1,650

2,080

Gross inventories

7,527

7,190

Less: reserve for obsolescence

(1,597 )

(1,233 )

Net inventories

$ 5,930

$ 5,957

consisted of the following:



(In thousands)	June 30, 2017			December 31, 2016
Raw materials	$	4,887		$	4,521
Finished goods	4,189			3,048
Gross inventories	9,076			7,569
Less: reserve for obsolescence	(1,494		)	(1,411		)
Net inventories	$	7,582		$	6,158

NOTE 3. INTANGIBLE ASSETS

~~At September 30, 2016 and December 31, 2015, intangible~~

Intangible assets consisted of the ~~following (in thousands):~~

September 30,

December 31,

2016

2015

Brand name and trademark (life indefinite)

$ 1,510

$ 1,510

Purchased technology (9-17 year lives)

1,441

1,441

Less: accumulated amortization

(1,199 )

(1,118 )
Purchased technology, net

$ 242

$ 323

following:



(In thousands)	June 30, 2017			December 31, 2016
Brand name and trademark (life indefinite)	$	1,510		$	1,510

Purchased technology (5-17 year lives)	$	1,497		$	1,441
Less: accumulated amortization	(1,280		)	(1,226		)
Purchased technology, net	$	217		$	215

Goodwill	$	185		$	185

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 as~~impaired. Goodwill resulted from our acquisition of ~~September 30, 2016.~~

Bovie Bulgaria, EOOD.

Amortization of ~~intangibles, which~~intangible assets was $27,000 and $54,000 for the three and six months ended June 30, 2017, respectively, as compared with $27,000 and $54,000 for the three and six months ended June 30, 2016. Amortization expense is ~~included in depreciation~~classified within selling, general and ~~amortization~~administration expenses in the ~~accompanying~~consolidated statements of ~~cash flows, was approximately $81,000 during the nine month periods ended September 30, 2016 and 2015.~~

8
~~Table of Contents~~

operations.

NOTE 4. ~~NEW~~RECENT ACCOUNTING PRONOUNCEMENTS

In ~~May 2014,~~January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ~~("ASU"~~(“ASU”) ~~No. 2014-09,~~ ~~Revenue from Contracts with Customers~~~~, which requires~~2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The purpose of this ASU is to reduce the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this ASU, an entity ~~to recognize~~will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount ~~of revenue to~~by which ~~it expects to be entitled for~~ the ~~transfer of promised goods or services to customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective.~~carrying value exceeds the reporting unit's fair value. The new standard is effective for ~~us on January 1, 2018.~~fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early ~~application~~adoption is permitted, however we have chosen not to do so. The amendment is not ~~permitted.~~expected to have a material impact on our financial condition or results of operations.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. The new guidance clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The new standard ~~permits the use~~is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, however we have chosen not to do so. The amendment is not expected to have a material impact on our financial condition or results of ~~either the retrospective or cumulative effect transition method. We are currently evaluating the effect that~~operations.

In March 2016, FASB issued ASU No. ~~2014-09 will have~~2016-09 Compensation-Stock Compensation - (Topic 718) Improvements to employee share-based payments accounting as part of simplicity initiatives. This update involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities. For us, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The amendment has not made a material impact on our ~~consolidated~~ financial ~~statements and related disclosures.~~

condition or results of operations.

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements.

In ~~March 2016,~~May 2014, the FASB issued ASU No. ~~2016-09 Compensation-Stock Compensation - (Topic 718) Improvements~~2014-09, Revenue from Contracts with Customers, which requires an entity to ~~employee share-based payments accounting as part~~recognize the amount of ~~simplicity initiatives. This update involve several aspects~~revenue to which it expects to be entitled for the transfer of ~~the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity~~promised goods or ~~liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only~~services to ~~nonpublic entities. For us, the amendments~~customers. ASU No. 2014-09 will replace most existing revenue recognition guidance in ~~this Update are~~U.S. GAAP when it becomes effective. The new standard is effective for ~~annual periods beginning after December 15, 2016, and interim periods within those annual periods.~~us on January 1, 2018. Early adoption is not permitted. The ~~Company~~standard permits the use of either the retrospective or cumulative effect transition method. The amendment is ~~currently assessing the~~not expected to have a material impact ~~the adoption~~on our financial condition or results of ~~ASU 2016-09 will have on its consolidated financial statements.~~

operations.

No other new accounting pronouncement issued or effective during the ~~period~~fiscal year had or is expected to have a material impact on our consolidated financial statements or disclosures.

Table of Contents

BOVIE MEDICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Unaudited)

NOTE 5. FAIR VALUE MEASUREMENTS

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.

9
~~Table of Contents~~

The following represents a reconciliation of the changes in fair value of warrants measured at fair value using Level 3 inputs during the ~~nine~~six months ended ~~September~~June 30, ~~2016:~~

(in $ thousands)

2013
Placement
Agent
Warrants

Balance, December 31, 2015

$ 267

Change in fair value

555

Balance, September 30, 2016 ⁽¹⁾

$ 822

~~___________~~

2017:



(in thousands)	2013 Placement Agent Warrants
Balance, December 31, 2016	$	203
Change in fair value	(126		)
Balance, June 30, 2017 ⁽¹⁾	$	77

(1)

The warrants are valued using a trinomial lattice valuation methodology because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used in the model at ~~September~~June 30, ~~2016~~2017 included the market price of our common stock, an expected dividend yield of zero, ~~expected term~~the remaining period to the expiration date of ~~December 31, 2017,~~the warrants, expected volatility of our common stock over the ~~expected~~remaining life of the warrants of ~~80.8%,~~2.0 years, estimated based on a review of our historical volatility of 55.720% and risk-free rates of return of ~~0.9%~~1.380% for the 2013 warrants based on constant maturity rates published by the U.S. Federal Reserve, applicable to the ~~expected term~~remaining life of the warrants. We also take into consideration a probability assumption for anti-dilution.

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BOVIE MEDICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Unaudited)

NOTE 6. EARNINGS PER SHARE ~~(in thousands, except EPS)~~

We compute basic earnings per share (“basic EPS”) by dividing the net income or loss by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding. The following table provides the computation of basic and diluted earnings per ~~share for the three and nine month periods ending September 30, 2016 and 2015:~~

Three Months Ended

Nine Months Ended

September 30,

September 30,

(in thousands, except per share data)

2016

2015

2016

2015

Numerator:

Net income (loss) available to common shareholders

$ (964 )

$ (1,587 )

$ (3,428 )

$ 9,771

Effect of dilutive securities

Derivative liability - warrants

$ -

$ -

$ -

$ (1,800 )
Accretion on convertible preferred stock

-

-

-

222

Numerator for diluted income (loss) per common share

$ (964 )

$ (1,587 )

$ (3,428 )

$ 8,193

Denominator:

Weighted average shares used to compute basic income (loss) per common share

27,075

27,051

27,059

23,414

Effect of dilutive securities:

Derivative liability - warrants

-

-

-

54

Convertible preferred stock

-

-

-

2,862

Stock options

-

-

-

16

Denominator for diluted income (loss) per common share

27,075

27,051

27,059

26,346

Basic income (loss) per common share

$ (0.04 )

$ (0.06 )

$ (0.13 )

$ 0.42

Diluted income (loss) per common share

$ (0.04 )

$ (0.06 )

$ (0.13 )

$ 0.31

10
~~Table of Contents~~

For the three and nine months ended September 30, 2016 and 2015, the potential conversion of Series B Preferred Stock into 3,951,278 shares of common stock was excluded from the computation of diluted earnings per share as the effect is anti-dilutive.

For the three and nine months ended September 30, 2016 and for the three months ended September 30, 2015, the change in the fair market valuation of the derivative liability was excluded in the computation of diluted earnings per share as the effect is anti-dilutive.

For the three and nine months ended September 30, 2016 and for the three months ended September 30, 2015, the exercise of warrants and options were excluded from the computation of fully diluted earnings per share because their effect was antidilutive. At September 30, 2016, 254,375 warrants and 2,780,876 options, exercisable into 1,062,592 common shares, were excluded from the computation of diluted earnings per share as the effect is anti-dilutive.

share.



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share data)	2017			2016			2017		2016
Numerator:
Net loss available to common shareholders	$	(1,308	)	$	(519	)	(2,993	)	(2,463	)
Effect of dilutive securities:
Derivative liability - warrants	—			—			—		—
Numerator for dilutive loss per common share	(1,308		)	(519		)	(2,993	)	(2,463	)

Denominator:
Weighted average shares used to compute basic loss per common share	30,860			27,051			30,860		27,051
Effect of dilutive securities:
Derivative liability - warrants	—			—			—		—
Denominator for dilutive loss per common share	30,860			27,051			30,860		27,051

Basic loss per common share	$	(0.04	)	$	(0.02	)	(0.10	)	(0.09	)
Diluted loss per common share	$	(0.04	)	$	(0.02	)	(0.10	)	(0.09	)

NOTE 7. STOCK-BASED COMPENSATION

Under our stock option plans, our board of directors may grant options to purchase common shares to our key employees, officers, ~~non-employees,~~ directors and consultants. We account for stock options in accordance with FASB ASC Topic 718, Compensation –- Stock Compensation, with option expense amortized over the vesting period based on the trinomial lattice option-pricing model fair value on the grant date, which includes a number of estimates that affect the amount of our expense. ~~During~~We expensed approximately $182,000 and $341,000 in stock-based compensation during the ~~nine~~three and six months ended ~~September~~June 30, ~~2016, we expensed approximately $533,000 in stock-based compensation.~~

~~Activity in~~2017, respectively, as compared with $184,000 and $360,000 for the three and six months ended June 30, 2016.

The status of our stock options ~~during~~and stock awards are summarized as follows:



	Number of options		Weighted average exercise price
Outstanding at December 31, 2016	3,752,209		$	3.04
Granted	505,000		3.32
Canceled and forfeited	(203,803	)	4.84
Outstanding at June 30, 2017	4,053,406		$	2.98

Common shares required to be issued upon the ~~period ended September 30, 2016 was as follows:~~

Number of

Weighted

Options

Average

(in thousands)

Exercise Price

Outstanding at December 31, 2015

3,131

$ 3.38

Granted

786

$ 1.76

Exercised

(31 )

3.81

Cancelled

(68 )

3.35

Outstanding at September 30, 2016

3,818

$ 3.02

~~The grant date~~exercise of stock options and warrants would be issued from our authorized and unissued shares. We calculated the fair value of issued options ~~granted during the first nine months of 2016 were estimated on the grant date using~~utilizing a trinomial lattice ~~option-pricing model and the following assumptions: expected volatility of 49.5%, expected term of between 5-8 years, risk-free interest rate of 1.5%, and expected dividend yield of 0%.~~

~~On June 30, 2016, the Company entered into a sales channel partnership agreement~~ with ~~Arteriocyte LLC. As part of the agreement, Arteriocyte was granted 240,000 ten-year options with a four year performance based vesting schedule and~~ an ~~exercise price of $1.64 per option.~~

Expected volatility is based on the average of the historical volatility of the Company's stock over the expected term of the options. The risk-free rate is based on the rate of U.S. Treasury zero-coupon issues with a remaining term equal to the expected life calculated via the simplified method as we do not have sufficient history to determine actual expected life.

Table of ~~the options. The Company uses historical data to estimate pre-vesting forfeiture rates.~~

11
~~Table of Contents~~

Contents

BOVIE MEDICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Unaudited)

2017 Grants
Option value $ 1.96
- $ 2.34
Risk-free rate 1.5%
Expected dividend yield —%
Expected volatility 68.0%
Expected term (in years) 6

NOTE 8. INCOME TAXES

The ~~Company’s~~Company's income tax provision was $4,000 with an effective tax rate of 0.0% and $9,000 with an effective tax rate of 0.0% for the three and six months ended June 30, 2017, respectively, as compared to $0 with an effective tax rate of 0%0.0% for both the three and ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2016 The ~~Company’s~~Company's effective tax rate differs from the statutory rate primarily due to the change in the valuation allowance on the ~~Company’s~~Company's net deferred tax assets with a finite life.

As a result of historical losses, the Company recorded a valuation allowance on the net deferred tax asset with a finite life and does not anticipate recording an income tax benefit related to these deferred tax assets. The Company ~~reassesses~~will reassess the realization of deferred tax assets each reporting period and will be able to reduce the valuation allowance to the extent that the financial results of these operations improve and it becomes more likely than not that the deferred tax assets are realizable.

For the ~~three and nine~~six months ended ~~September~~June 30, ~~2016,~~2017, we do not believe we had any significant uncertain tax positions nor did we have any interest or penalties related to any significant uncertain tax positions.

The Company is subject to U.S. federal income tax, state income tax and Bulgarian income tax. Until the respective statutes of limitations expire (which may be as much as 20 years while we have unused ~~NOL’s)~~NOL's), we are subject to income tax audits in the jurisdictions in which we operate.

NOTE 9. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

Property and Rental Agreements

In March 2014, we ~~entered into~~signed a lease for offices located in Purchase, New ~~York, where we are obligated to pay $9,277 per month for the lease expiring June 14, 2019.~~York. The lease is for 3,650 square feet of office ~~space.~~

space with a monthly cost of approximately $9,277 per month for the lease expiring in June 2019.

In October 2015, pursuant to our acquisition of Bovie Bulgaria, we are obligated to pay ~~approximately $6,350~~a lease of $4,944 per month, expiring in December 2021, for ~~the lease expiring on December 31, 2016.~~

16,500 square feet of office, research and manufacturing space in Sofia, Bulgaria.

The following is a schedule of approximate future minimum lease payments under operating leases ~~having remaining terms in excess of one year~~ as of ~~September~~June 30, ~~2016 for the calendar years ending December 31, 2016 and thereafter (in thousands):~~

2016

$ 47

2017

113

2018

117

2019

59

Total

$ 336

2017:



(In thousands)
2017 (remaining six months)	$	87
2018	175
2019	118
2020	59
2021	59
Total	$	498

Rent expense ~~approximated $57,720~~was approximately $43,539 and ~~$140,000~~$85,326 for the three and ~~nine month periods ending September~~six months ended June 30, ~~2016~~2017, respectively compared to $37,230 and ~~$25,075 and $78,000~~$82,280 for the three and ~~nine month periods ending September~~six months ended June 30, ~~2015, respectively.~~

12
~~Table of Contents~~

~~Other future contractual obligations~~2016.

Table of Contents

BOVIE MEDICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Unaudited)

Purchase Commitments

At June 30, 2017, we had purchase commitments for ~~other agreements with initial terms greater than one year and agreements~~inventories totaling approximately $4.0 million, substantially all of which is expected to ~~purchase materials in~~be purchased by the ~~normal course~~end of ~~business are summarized as follows (in thousands):~~

Year Ending December 31,

Description

2016

2017

2018

2019

Thereafter

Purchase commitments

$ 3,617

$ -

$ -

$ -

$ -

Mortgage debt

239

239

239

2,276

-

Total

$ 3,856

$ 239

$ 239

$ 2,276

$ -

~~Litigation~~

~~In the normal course of business, we are subject, from time~~2017.

Concentrations

With respect 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.~~

~~Concentrations~~

~~Our~~receivables, our ten largest customers accounted for approximately ~~56.9%~~29.2% and ~~57.8%~~47.6% of trade receivables as of June 30, 2017 and 2016, respectively and approximately 51.7% and 56.2% of net revenues for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, respectively. For the six months ended June 30, 2017, McKesson and ~~2015, respectively.~~

National Distribution & Contracting Inc. accounted for 15.5% and 10.1% of sales, while for the same period in 2016, McKesson and National Distribution & Contracting Inc. accounted for 16.5% and 9.6% of sales.

NOTE 10. RELATED PARTY TRANSACTIONS

Several relatives of Nikolay Shilev, Bovie ~~Bulgaria's~~Bulgaria’s Managing Director, are considered related parties. Teodora Shileva, Mr. ~~Shilev's~~Shilev’s spouse is an employee of the ~~Company~~company working in the ~~accounting department in Bovie Bulgaria.~~Accounting department. Antoaneta Dimitrova Shileva-Toromanova, Mr. ~~Shilev's~~Shilev’s sister, is the Manager of Production and Human ~~Resources in Bovie Bulgaria.~~Resources. Svetoslav Shilev, Mr. ~~Shilev's~~Shilev’s son is an Engineer in the Quality Assurance ~~department in Bulgaria.~~

department.

A relative of Moshe Citronowicz, ~~Bovie's~~Bovie’s Senior Vice President, is considered a related party. Arik Zoran is a consultant of the Company doing business as AR Logic, Inc., a consulting firm owned by Arik Zoran, Mr. ~~Citronowicz's~~Citronowicz’s brother. ~~On March 1, 2013 the~~The Company amended the Consulting Services Agreement dated January 2011, extending the term of the existing agreement until December 31, 2014. The agreement shall automatically renew for additional one year periods, unless either party gives written notice of its desire not to renew at least one year prior to the expiration of the initial Term or renewal term. The agreementhas been working with AR Logic ~~provides for~~since 2011 and as of April 14, 2017, the Company agreed to a ~~monthly retainer for engineering support for our existing generator product line~~renewal contract and ~~a separate hourly based fee structure for additional~~terms to continue the consulting ~~related to new product lines. AR Logic has a royalty contract with us related to the creation and design of proprietary technology that is used in some of our generators.~~arrangement, expiring December 31, 2017. AR Logic was paid consulting fees of approximately ~~$81,000~~$67,533 and ~~$158,000~~$96,033 for the three and ~~nine month periods ending September~~six months ended June 30, ~~2016~~2017, respectively compared to $46,662 and ~~$63,000 and $241,000~~$76,662 for the three and ~~nine month periods ending September~~six months ended June 30, ~~2015, 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. On June 6, 2016, the Company notified Mr. Tsitrinovich of our intent to terminate his contract effective January 31, 2017. Mr. Tsitrinovich was paid a combination of consulting fees and royalties on previous product designs approximating $22,000 and $59,000 for the three and nine month periods ending September 30, 2016 and $19,000 and $58,000 for the three and nine month periods ending September 30, 2015, respectively.

13
~~Table of Contents~~

2016.

NOTE 11. LONG TERM DEBT

On June 28, 2016, the Company entered into a transaction with Bank of Tampa, a Florida banking corporation (“Lender”) wherein Lender amended the terms of a mortgage loan (“the Loan”) originally executed on March 20, 2014 with a principal amount of $3,592,000. The Initial Maturity Date of the Loan was extended to July 20, 2019 from March 19, 2017, and the Extended Maturity Date was amended to July 20, 2024 from March 20, 2022. In addition, the Lender released as collateral to the Loan, the Company’s working capital accounts in exchange for a negative covenant limited to $2,000,000 of the aggregate indebtedness secured by these accounts.

The obligations under the Loan are secured by a first mortgage and security interest in the Company’s Clearwater, Florida facility. In addition, the Company has pledged an interest in a certificate of deposit in the amount of $779,000 as additional collateral. The amount of the additional collateral required declines on a pro rata basis as principal is paid.

Borrowings under the Loan bear interest at LIBOR plus 3.5%, with a fixed monthly principal payment of $19,956. The interest rate at ~~September~~June 30, ~~2016~~2017 was ~~4.025%~~4.560%.

The Loan documents contain customary financial covenants, including a covenant that the Company maintains a minimum liquidity of $750,000. Should we desire to extend the Loan beyond July 20, 2019, we must maintain a Debt Service Coverage Ratio for each of the preceding four quarters of not less than 1.0 to 1.0.

Our future contractual obligations for agreements with initial terms greater than one year are as follows:



(In thousands)	Long-term debt
2017 (remaining six months)	$	120
2018	239
2019	2,455
Total	$	2,814

Table of Contents

BOVIE MEDICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Unaudited)

NOTE 12. GEOGRAPHIC AND ~~PRODUCT LINE~~SEGMENT INFORMATION

Operating segments are aggregated into reportable segments only if they exhibit similar economic characteristics. In addition to similar economic characteristics we also consider the following factors in determining the reportable segments: the nature of business activities, the management structure directly accountable to our chief operating decision maker for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors.

Prior to the first quarter of 2017, we disclosed only one reporting segment. Beginning in 2017, our reportable segments are disclosed as principally organized and managed as three operating segments: Core, OEM and Advanced Energy. We adopted reportable segments to align with changes in how we manage our business, review operating performance and allocate resources as a result of the growth in Advanced Energy and the differing behavior of the Core and OEM product lines. The Corporate & Other category includes unallocated corporate, operational, research and development and marketing costs which were not specifically attributed to any reportable segment. Net assets are shared, therefore, not allocated to the reportable segments. The OEM segment is primarily development contract and product driven, all related expenses are recorded as cost of sales, therefore no segment specific operating expenses are incurred.

Summarized financial information with respect to reportable segments is as follows:



	Three Months Ended June 30, 2017
	Core		OEM		Advanced Energy			Corporate (Other)			Total
Sales	$	7,488	$	498	$	1,813		$	—		$	9,799

Income (loss) from operations	2,710		205		(1,250		)	(2,971		)	(1,306		)

Interest expense, net	—		—		—			(36		)	(36		)
Change in fair value of derivative liabilities	—		—		—			38			38
Income tax expense	—		—		—			4			4
Depreciation and amortization	—		—		—			178			178



	Three Months Ended June 30, 2016
	Core		OEM		Advanced Energy			Corporate (Other)			Total
Sales	$	6,881	$	1,648	$	766		$	—		$	9,295

Income (loss) from operations	1,836		1,151		(1,090		)	(2,407		)	(510		)

Interest expense, net	—		—		—			(50		)	(50		)
Change in fair value of derivative liabilities	—		—		—			41			41
Income tax expense	—		—		—			—			—
Depreciation and amortization	—		—		—			173			173

Table of Contents

BOVIE MEDICAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

(Unaudited)



	Six Months Ended June 30, 2017
	Core		OEM		Advanced Energy			Corporate (Other)			Total
Sales	$	14,263	$	1,505	$	2,420		$	—		$	18,188

Income (loss) from operations	5,023		708		(2,971		)	(5,803		)	(3,043		)

Interest expense, net	—		—		—			(67		)	(67		)
Change in fair value of derivative liabilities	—		—		—			126			126
Income tax expense	—		—		—			9			9
Depreciation and amortization	—		—		—			356			356



	Six Months Ended June 30, 2016
	Core		OEM		Advanced Energy			Corporate (Other)			Total
Sales	$	13,359	$	2,589	$	1,122		$	—		$	17,070

Income (loss) from operations	2,958		1,808		(2,624		)	(4,645		)	(2,503		)

Interest expense, net	—		—		—			(88		)	(88		)
Change in fair value of derivative liabilities	—		—		—			128			128
Income tax expense	—		—		—			—			—
Depreciation and amortization	—		—		—			355			355

We derive revenues from four major product lines: Electrosurgical, Cauteries, Lighting and Other products. We do not review or analyze our four major product lines below net sales. Sales for the product lines are summarized as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2017		2016		2017		2016
Sales by Product Line
Electrosurgical	$	6,206	$	5,078	$	11,536	$	9,330
Cauteries	1,873		1,720		3,528		3,554
Lighting	948		800		1,393		1,306
Other	772		1,697		1,731		2,880
Total	$	9,799	$	9,295	$	18,188	$	17,070

Three months ended

Nine months ended

September 30,

September 30,

2016

2015

2016

2015

Sales by Domestic and International (in 000's)

Domestic

$ 8,730

$ 6,767

$ 23,094

$ 18,395

International

1,333

1,056

4,039

2,831

Total

$ 10,063

$ 7,823

$ 27,133

$ 21,226

~~Although we have only one reporting segment, management analyzes revenue and other operating metrics across three operating categories.~~

Three months ended

Nine months ended

September 30,

September 30,

2016

2015

2016

2015

Sales by Operating Category (in 000's)

Core

$ 6,902

$ 6,641

$ 20,261

$ 18,573

OEM

1,762

677

4,351

1,695

J-Plasma

1,399

505

2,521

958

Total

$ 10,063

$ 7,823

$ 27,133

$ 21,226

14
~~Table of Contents~~

2016. Substantially all of these sales are denominated in U.S. dollars. Revenue by geographic region, based on the "ship to" location on the invoice are as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2017		2016		2017		2016
Sales by Domestic and International
Domestic	$	8,708	$	7,757	$	15,700	$	14,372
International	1,091		1,538		2,488		2,698
Total	$	9,799	$	9,295	$	18,188	$	17,070

Table of Contents

BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM ~~2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis in conjunction with our financial statements and related notes contained elsewhere in this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of factors discussed in this report and those discussed in other documents we file with the SEC. In light of these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements represent beliefs and assumptions as of the date of this report. While we may elect to update forward-looking statements and at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change. Past performance ~~is no guaranty of~~does not guarantee future results.

Executive Level Overview

Bovie Medical Corporation (“Company”, “Bovie Medical”, “we”, “us”, or “our”) was incorporated in 1982, under the laws of the State of Delaware and has its principal executive office at 4 Manhattanville Road, Suite ~~#106,~~106, Purchase, ~~New York 10577.~~

NY 10577.

We are an energy-based medical device company specializing in developing, manufacturing and marketing a range of electrosurgical products and technologies, as well as related medical products used in doctor’s offices, surgery centers and hospitals worldwide. Our medical devices are marketed through Bovie’s own well-respected brands (Bovie^®Ò, ~~J-Plasma~~^Ò~~, IDS~~^™IDS™ and ~~ICON~~DERM^™TM) and on a private label basis to distributors throughout the world. ~~The Company~~We also ~~leverages its~~leverage our expertise in the design, development and manufacturing of electrosurgical equipment by producing equipment for large, well-known medical device manufacturers ~~as well as emerging medical start-ups,~~ through original equipment manufacturing (OEM) ~~agreements.~~

agreements, as well as start-up companies with the need for our energy based designs.

We are also the developer of ~~J-Plasma~~^Ò,J-Plasma; a patented plasma-based surgical product ~~which we believe has the potential to be a transformational product~~ for ~~surgeons.~~cutting, coagulation and ablation of soft tissue. J-Plasma utilizes a helium ionization process ~~that produces~~to produce a stable, focused beam of ~~ionized gas~~plasma that provides surgeons with greater precision, minimal invasiveness and an absence of conductive currents through the patient during surgery. ~~While currently in~~The new J-Plasma handpieces with Cool-Coag™ technology deliver the ~~early stages~~precision of ~~commercialization,~~helium plasma energy, the power of traditional monopolar coagulation and the efficiency of plasma beam coagulation - enabling thin-layer ablation and dissection and fast coagulation with a single instrument, minimizing instrument exchange and allowing a surgeon to focus on their patient and their procedures. With Cool-Coag technology, the new J-Plasma handpieces can deliver three distinctly different energy modalities - further increasing the utility and versatility of the J-Plasma system. J-Plasma has been the subject of ~~eleven independent~~ten white papers and has been cited therein for its clinical utility in gynecological ~~surgeries~~ and ~~dermatologic/facial~~ plastic surgery procedures.

On ~~March 17, 2015,~~November 10, 2016, we ~~closed~~entered into an underwriting agreement (the “Underwriting Agreement”) with certain selling stockholders of the Company (the “Selling Stockholders”) and Piper Jaffray & Co. (the “Underwriter”) relating to public offerings of our ~~underwritten public offering of 4,800,000 shares of~~ common stock, par value $0.001 per share at a public offering price toof $4.00 per share. We made a primary offering of 1,625,000 shares and a secondary offering of 1,625,000 shares by the ~~public of $2.50 per share, resulting in~~Selling Stockholders.

Our net proceeds from the sale of ~~approximately $10.6 million,~~the shares, after deducting ~~underwriting~~the Underwriter’s discounts and commissions and estimated offering expenses. We are using the proceeds from the offering for operating costs, capital expenditures and for general corporate purposes, including working capital. Craig-Hallum acted as the sole managing underwriter for the offering.

On March 31, 2015 Craig-Hallum exercised a portion of its over-allotment option to purchase an additional 418,749 shares of common stock at an aggregate price of $2.50 per share, resulting in net proceeds ofexpenses payable by us, were approximately ~~$900,000. After closing of the over-allotment, the total number of shares sold by the Company in the offering was 5,218,749.~~

~~Concurrently with the underwriting, the Company~~$5.8 million. The offerings closed on the transactions contemplated under the exchange agreement with certain investors (the “Investors”) with respect to which Great Point Partners, LLC acts as investment manager. Pursuant to the terms of the Exchange Agreement, the Company issued 3,588,139 shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) in exchange for 3,500,000 shares of the Company’s Series A 6% Convertible Preferred Stock and warrants to purchase up to 5,250,000 shares of our common stock in the aggregate which were previously issued in conjunction with the sale of the Company’s Series A 6% Convertible Preferred Stock to the Investors in a December 13, 2013 offering, as well as accrued and unpaid preferred dividends. At September 30, 2016, the 1,975,639 outstanding shares of Series B Preferred Stock are convertible into an aggregate of 3,951,278 shares of the Company’s common stock.

November 16, 2016.

The majority of our core products ~~currently~~ are marketed through medical distributors, which distribute to more than 6,000 hospitals, and to doctors and other healthcare facilities. New distributors are contacted through responses to our advertising in international and domestic medical journals and our presence at domestic and international trade shows.

International sales represented approximately ~~13.2%~~11.1% and ~~14.9%~~13.7% of total revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017, respectively, as compared with ~~13.5%~~16.6% and ~~13.3%~~15.9% of total revenues for the three and ~~nine~~six months ~~ending September~~ended June 30, ~~2015.~~2016. The decrease in international sales as a percentage of revenue was driven primarily by higher domestic sales, pending product registration in foreign jurisdictions and large international purchase tenders that did not occur in the current period as compared to the same period of 2016. Management estimates our products have been sold in more than 150 countries through local dealers coordinated by sales and marketing personnel at ~~our~~the Clearwater, Florida facility. ~~Despite an increase~~Our business is generally not seasonal in ~~sales, international sales have felt the downward pressure~~nature.

Table of a strong dollar coupled with weak oil prices. In the Middle East and some Latin American countries, lower oil prices negatively impact government funded healthcare, and political and civil unrest in some countries make those markets increasingly volatile and unpredictable.

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Contents

BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

During ~~2014,~~2017, we ~~commenced~~continued our full scale commercialization efforts for Advanced Energy technology which includes J-Plasma. ~~As of September 30, 2016, we had~~We have a direct sales force ~~consisting~~of 17 field-based selling professionals and a network of 14 ~~field-based selling positions, and that, coupled with our~~ independent ~~manufacturer’s~~manufacturing representatives, ~~gives us~~resulting in a total sales force of ~~42.~~31. This ~~is a hospital focused~~ selling organization ~~with its focus~~is focused on the use of Advanced Energy technology, primarily J-Plasma, for operating room procedures.

In addition, we have invested in training programs and marketing-related activities to support accelerated adoption of Advanced Energy technology.

The Company continuously reviews and refines its marketing strategies and distribution channels ~~including new sales channel partnerships,~~ regarding the commercialization of ~~J-Plasma~~Advanced Energy technology as well as initiatives to manage expenses and costs as appropriate for market conditions.

We strongly encourage investors to visit our website: www.boviemedical.comto view the most current news and to review our filings with the Securities and Exchange Commission.

Results of Operations ~~–Three and Nine Months Ended September 30, 2016 Compared to Three and Nine Months Ended September 30, 2015~~

Sales

Three months ended

Nine months ended

September 30,

September 30,

2016

2015

2016

2015

Sales by Product Line (in 000's)

Electrosurgical

$ 5,690

$ 4,371

$ 15,020

$ 12,162

Cauteries

1,863

1,730

5,417

5,012

Other

2,510

1,722

6,696

4,052

Total

$ 10,063

$ 7,823

$ 27,133

$ 21,226

Sales by Domestic and International (in 000's)

Domestic

$ 8,730

$ 6,767

$ 23,094

$ 18,395

International

1,333

1,056

4,039

2,831

Total

$ 10,063

$ 7,823

$ 27,133

$ 21,226

Sales by Operating Category (in 000's)

Core

$ 6,902

$ 6,641

$ 20,261

$ 18,573

OEM

1,762

677

4,351

1,695

J-Plasma

1,399

505

2,521

958

Total

$ 10,063

$ 7,823

$ 27,133

$ 21,226

~~Sales~~



	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2017		2016		Change		2017		2016		Change
Sales by Reportable Segment
Core	$	7,488	$	6,881	8.8	%	$	14,263	$	13,359	6.8	%
OEM	498		1,648		(69.8	)%	1,505		2,589		(41.9	)%
Advanced Energy	1,813		766		136.7	%	2,420		1,122		115.7	%
Total	$	9,799	$	9,295	5.4	%	$	18,188	$	17,070	6.5	%

Sales by Product Line
Electrosurgical	$	6,206	$	5,078	22.2	%	$	11,536	$	9,330	23.6	%
Cauteries	1,873		1,720		8.9	%	3,528		3,554		(0.7	)%
Lighting	948		800		18.5	%	1,393		1,306		6.7	%
Other	772		1,697		(54.5	)%	1,731		2,880		(39.9	)%
Total	$	9,799	$	9,295	5.4	%	$	18,188	$	17,070	6.5	%

Sales by Domestic and International
Domestic	$	8,708	$	7,757	12.3	%	$	15,700	$	14,372	9.2	%
International	1,091		1,538		(29.1	)%	2,488		2,698		(7.8	)%
Total	$	9,799	$	9,295	5.4	%	$	18,188	$	17,070	6.5	%

Overall sales increased by 5.4% or approximately $0.5 million for the three ~~and nine~~ months ended ~~September~~June 30, ~~2016~~2017 when compared with 2016. Core segment revenue, which consists of our brand name electrosurgical devices and accessories, cauteries, penlights, lighting, colposcopes and other similar products, increased 8.8% or approximately $0.6 million for the three months ended June 30, 2017, when compared with 2016. The OEM segment consists of proprietary products designed specifically for third party equipment manufacturers; revenue for this product line decreased 69.8% or approximately $1.2 million, due to a one-time order in the comparable period of 2016. Advanced Energy segment sales were ~~28.6% and 27.8% higher than the same respective periods in 2015.~~ $1.8 million, an increase of approximately 136.7% when compared to 2016.

For the ~~nine~~three months ended ~~September~~June 30, ~~2016,~~2017, the increase in electrosurgical sales was mainly attributable to an increase in sales of generators of $1.1 million.

Table of Contents

BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Overall sales increased by 6.5% or approximately $1.1 million for the six months ended June 30, 2017 when compared with 2016. Core segment revenue, which consists of our brand name electrosurgical devices and accessories, cauteries, penlights, lighting, colposcopes and other similar products, increased 6.8% or approximately $0.9 million for the six months ended June 30, 2017, when compared with 2016. The OEM ~~and J-Plasma~~segment consists of proprietary products designed specifically for third party equipment manufacturers; revenue for this product line decreased 41.9% or approximately $1.1 million, due to a one-time order in the comparable period of 2016. Advanced Energy segment sales were ~~9.1%, 156.7%,~~$2.4 million, an increase of approximately 115.7% when compared to 2016.

For the six months ended June 30, 2017, the increase in electrosurgical sales was mainly attributable to an increase in sales of generators of $2.0 million and ~~163.2% higher, respectively than the same nine month period in 2015.~~

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~~Table of Contents~~

~~Core sales benefitted from increased demand from existing customers, growth in our animal health business, and new product offerings. OEM grew from a combination~~accessories of ~~new and expanded contracts. J-Plasma sales growth reflects continued market adoption and our sales channel partnerships.~~

$0.2 million.

Our ten largest customers accounted for approximately ~~56.9%~~29.2% and ~~57.8%~~47.6% of trade receivables as of June 30, 2017 and 2016, respectively and approximately 51.7% and 56.2% of net revenues for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, respectively. For the six months ended June 30, 2017, McKesson and National Distribution & Contracting Inc. accounted for 15.5% and 10.1% of sales, while for the same period in 2016, McKesson and National Distribution & Contracting Inc. accounted for 16.5% and 9.6% of sales.

Gross Profit



	Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)	2017			2016			Change		2017			2016			Change
Cost of sales	$	4,757		$	4,595		3.5	%	$	8,920		$	9,048		(1.4	)%
Percentage of revenue	48.5		%	49.4		%			49.0		%	53.0		%



Gross profit	$	5,042		$	4,700		7.3	%	$	9,268		$	8,022		15.5	%
Percentage of revenue	51.5		%	50.6		%	0.9	%	51.0		%	47.0		%	4.0	%

Our gross profit increased by 7.3% and 15.5% or approximately $0.3 million and $1.2 million during the three and six months ended June 30, 2017 when compared to 2016. The increase was attributed to higher margins in the Advanced Energy segment, driven by higher volume and pricing mix on generator sales and in the Core segment, due to an improved product and pricing mix. The overall increase in margins was partially offset by lower margins in OEM due to a one time order during the comparable period in 2016. Additionally, comparable margins in the six months ended June 30, 2016 ~~and 2015, respectively.~~

~~Gross Profit~~

Three Months Ended

Nine Months Ended

September 30,

Percent of sales

September 30,

Percent of sales

2016

2015

2016

2015

2016

2015

2016

2015

(in thousands)

Cost of sales

$ 5,001

4,594

49.7 %

58.7 %

$ 14,049

12,183

51.8 %

57.4 %

Gross profit

$ 5,062

3,229

50.3 %

41.3 %

$ 13,084

9,043

48.2 %

42.6 %

~~Gross profit increased as~~were negatively impacted due to a ~~percentage~~write down of ~~sales by~~ approximately ~~9.0%~~$484,000 for the three month period ended September 30, 2016 and by approximately 5.6% for the nine month period ended September 30, 2016 compared to the same respective periods in 2015. The increase in gross profit was attributable to product mix driven largely by increased sales of J-Plasma generators and OEM contracts.

obsolete inventory.

We do not anticipate any material impact to our gross profit, material costs, or other costs as a result of the effect of inflation or any material impact of changing prices on net revenue.

~~Research~~

Other Costs and ~~Development~~

Expenses

Research and development ~~costs increased 17.0%~~



	Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)	2017			2016			Change		2017			2016			Change
Research and Development expense	$	696		$	592		17.6	%	$	1,405		$	1,259		11.6	%
Percentage of revenue	7.1		%	6.4		%			7.7		%	7.4		%	0.3	%

Bringing new, innovative products to market and enhancing existing products is a critical component of our strategy. As such, spending in R&D as a percentage of sales was 7.1% and 7.7% for the three ~~month period~~and six months ended ~~September~~June 30, 2017, respectively. The increases over the same periods in 2016, were primarily driven by necessary case studies and ~~by 21.0%~~trials for recently developed products, prior to commercialization.

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BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Professional services



	Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)	2017			2016			Change		2017			2016			Change
Professional services expense	$	480		$	396		21.2	%	$	870		$	753		15.4	%
Percentage of revenue	4.9		%	4.3		%	0.6	%	4.8		%	4.4		%	0.4	%

During the ~~nine month period~~three and six months ended ~~September~~June 30, ~~2016~~2017, professional services expense increased approximately 21.2% and 15.4%, respectively, compared to the ~~same period~~prior year. The change was attributable to increases in ~~2015. We have incurred increased spending on labor~~consulting agreements, related to the Advanced Energy segment and accounting and auditing expense.

Salaries and related costs ~~consulting services and other costs as we continue to invest in new product development, and enhancements and complimentary items to our next generation of J-Plasma and core products.~~

17
~~Table of Contents~~

~~Professional Fees~~

~~Our professional fees decreased 31.6% for~~



	Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)	2017			2016			Change		2017			2016			Change
Salaries and related expenses	$	2,243		$	2,200		2.0	%	$	4,703		$	4,300		9.4	%
Percentage of revenue	22.9		%	23.7		%			25.9		%	25.2		%

During the three ~~month period~~months ended ~~September~~June 30, ~~2016~~2017, salaries and ~~by 2.3% for the nine month period ended September 30, 2016~~related expenses increased approximately 2.0% compared to the ~~same period in 2015.~~prior year. The ~~decrease~~increase was ~~mainly~~ attributable to ~~fees incurred in 2015~~approximately $115,000 of incentive compensation, partially offset by approximately $73,000 related to decreases in other administrative expenses.

During the ~~acquisition of Bovie Bulgaria.~~

~~Salaries~~six months ended June 30, 2017, salaries and related ~~costs~~

~~Salaries and related costs~~expenses increased ~~13.6% for the three month period ended September 30, 2016 and by 12.9% for the nine month period ended September 30, 2016~~approximately 9.4% or approximately $0.4 million compared to the ~~same period in 2015.~~prior year. The ~~increases were primarily a result~~increase was attributable to approximately $0.3 million of ~~additional salaries, benefits~~incentive compensation and ~~payroll taxes~~$0.1 million related to ~~our~~administrative, direct sales force ~~human resources, quality,~~ and ~~research and development departments.~~

~~Selling, General & Administrative Expenses~~

associated management.

Selling, general and administrative ~~costs~~expenses



	Three Months Ended June 30,								Six Months Ended June 30,
(In thousands)	2017			2016			Change		2017			2016			Change
SG&A Expense	$	2,929		$	2,022		44.9	%	$	5,333		$	4,213		26.6	%
Percentage of revenue	29.9		%	21.8		%			29.3		%	24.7		%

Selling, general and administrative expense increased ~~1.8%~~by 44.9% or approximately $0.9 million for the three ~~month period~~months ended ~~September~~June 30, ~~2016~~2017, when compared to 2016. We experienced increases in administrative and ~~0.5%~~marketing expense of $0.6 million and sales commissions of $0.4 million, partially offset by decreases of $0.1 million in regulatory consulting and trade show expenses.

Selling, general and administrative expense increased by 26.6% or approximately $1.1 million for the ~~nine month period~~six months ended ~~September~~June 30, ~~2016~~2017, respectively, when compared to ~~the same period in 2015. Increases~~2016. We experienced increases in sales commissions ~~advertising~~of $0.5 million, administrative, regulatory and trade show expenses of $0.5 million and marketing ~~computer supplies~~of $0.3 million, partially offset by decreases in ~~travel~~professional service and ~~entertainment, and the suspension~~general insurance of ~~the U.S. medical device excise tax.~~

18
~~Table of Contents~~

$0.2 million.

Table of Contents

BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Other Income ~~(expense)~~

(Expense), net

Three Months Ended
June 30, Six Months Ended
June 30,
(In thousands) 2017 2016 Change 2017 2016 Change
Interest expense, net $ (36 ) $ (50 ) (28.0 )% $ (67 ) $ (88 ) (23.9 )%
Percentage of revenue (0.4 )% (0.5 )% (0.4 )% (0.5 )%
Change in fair value of derivative liabilities $ 38
$ 41
(7.3 )% $ 126
$ 128
(1.6 )%
Percentage of revenue 0.4 % 0.4 % 0.7 % 0.7 %

Interest ~~Expense~~

Three Months Ended

Nine Months Ended

September 30,

Percent of sales

September 30,

Percent of sales

2016

2015

2016

2015

2016

2015

2016

2015

(in thousands)

Interest expense

$ (36 )

(40 )

-0.4
%

-0.5
%

$ (125 )

(120 )

-0.5
%

-0.6
%

Change in fair value of derivative liabilities

$ (683 )

266

-6.8
%

3.4 %

$ (555 )

1,800

-2.0
%

8.5 %

~~Change in Fair Value of Derivative Liabilities~~

At September 30, 2016, we had outstanding warrants valued at $822,649 and we recognized an aggregate loss of approximately $555,000 for the nine months ended September 30, 2016 related to their change in value.

~~Income Taxes~~

~~We have not recorded a tax provision~~expense

Total net interest expense decreased for the three and ~~nine~~six months ended ~~September~~June 30, 2017 as compared with 2016, asdue to a decline in the mortgage note principal balance.

Change in fair value of liabilities

On December 13, 2013, we ~~have recorded~~entered into a ~~full valuation allowance against the net deferred tax assets~~securities purchase agreement pursuant to which we issued 3,500,000 shares of our newly designated Series A 6% Convertible Preferred Stock with a ~~finite life.~~stated value of $2.00 per share and 5,250,000 warrants to purchase our common stock, at an exercise price of $2.387 per share. We also issued 525,000 warrants to the placement agent, of which 94,375 have a strike price of $2.387, remain outstanding as of June 30, 2017. The warrants are accounted for as derivative financial instruments at fair value and are re-valued each period.

On March 17, 2015, we completed transactions contemplated under an exchange agreement (the “Exchange Agreement”) entered into on March 11, 2015 with certain investors (the “Investors”) with respect to which Great Point Partners, LLC acts as investment manager. Pursuant to the terms of the Exchange Agreement, we issued 3,588,139 shares of our Series B Convertible Preferred Stock (the “Series B Preferred Stock”) in exchange for 3,500,000 shares of our Series A 6% Convertible Preferred Stock and warrants to purchase up to 5,250,000 shares of our common stock in the aggregate which were previously issued in conjunction with the sale of our Series A 6% Convertible Preferred Stock to the Investors in a December 13, 2013 offering, as well as accrued and unpaid preferred dividends. The Series B Preferred Stock issued at that time was convertible into an aggregate of 7,176,298 shares of our common stock, upon the terms set forth in the Certificate of Designation. The remaining Series B Preferred Stock at June 30, 2017 is convertible into an aggregate of 1,951,278 shares of our common stock.

At June 30, 2017, the placement agent warrants were valued at $0.1 million and we recognized a gain of $126,000.

Income Taxes

We recorded approximately $4,000 and $9,000 for tax provision during the three and six months ended June 30, 2017, respectively. A valuation allowance is required to be provided to reduce the deferred tax assets to a level which, more likely than not, will be realized. Management evaluated the positive and negative evidence in determining the realizability of the net deferred tax asset. In determining the need for valuation allowance, we reviewed historic operating results, the current period operating results, as well as future income forecasts based on the projections, management concluded that it was not more likely that the Company should realize its net deferred tax assets through future operating results and the reversal of taxable temporary differences. If in the future we determine that we will be able to realize any of the net deferred tax assets, we will make adjustment to the valuation allowance, which would increase our income in the period that the determination is made.

~~Net Income (loss)~~

Three Months Ended

Nine Months Ended

September 30,

Percent of sales

September 30,

Percent of sales

2016

2015

2016

2015

2016

2015

2016

2015

(in thousands)

Net loss

$ (964 )

(1,587 )

-9.6
%

-20.3
%

$ (3,428 )

(3,963 )

-12.6
%

-18.7
%
Accretion on convertible preferred stock

--

--

--

(222 )

--

-1.0
%
Gain on conversion of warrants and preferred shares, net

--

--

--

--

$ --

13,956

--

65.7 %
Net income (loss) attributable to common shareholders

$ (964 )

(1,587 )

(3,428 )

9,771

A combination of increased sales and improved gross profit margins, coupled with a slowing of the increase in our operating expense, resulted in a reduced loss from operations as compared to the prior year quarter ended September 30, 2015.

19
~~Table of Contents~~

Product Development

We have developed most of our products and product improvements internally. Funds for this development have come primarily from our internal cash flow and equity issuances. We maintain close working relationships with physicians and medical personnel in hospitals and universities who assist in product research and development. New and improved products play a critical role in our sales growth. We continue to emphasize the development of proprietary products and product improvements to complement and expand our existing product lines. Our research and development team members are based in our Florida office and our facility in Sofia, Bulgaria.

Table of Contents

BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Reliance on Collaborative, Manufacturing and Selling Arrangements

We manufacture the majority of our products on our premises in Clearwater, ~~Florida.~~Florida and in Sofia, Bulgaria. Labor-intensive sub-assemblies and labor-intensive products may be out-sourced to our ~~specifications.~~specification. Although we sell through distributors, we market our products through national trade journal advertising, direct mail, distributor sales representatives and trade shows, under the Bovie name and private label. Major distributors include Cardinal Health, Independent Medical Co-Op Inc. (IMCO), McKesson Medical Surgical, Inc., Medline, National Distribution and Contracting Inc. (NDC)~~, Henry Schein~~ and Owens & Minor. If any of these distributor relationships are terminated or not replaced, our revenue from the territories served by these distributors could be adversely affected.

We are also dependent on OEM customers who have no legal obligation to purchase products from us. Should such customers fail to give us purchase orders for the product after development, our future business and value of related assets could be negatively affected. Furthermore, no assurance can be given that such customers will give sufficient high priority to our products. Finally, disagreements or disputes may arise between us and our customers, which could adversely affect production and sales of our products.

We also have collaborative arrangements with three key foreign suppliers under which we request the development of certain items and components and we purchase them pursuant to purchase orders. Our purchase order commitments are never more than one year in duration and are supported by our sales forecasts. The majority of our raw materials are purchased from sole-source suppliers. While we believe we could ultimately procure other sources for these components, should we experience any significant disruptions in this key supply chain, there are no assurances that we could do so in a timely manner which could render us unable to meet the demands of our customers, resulting in a material and adverse effect on our business and operating results.

Liquidity and Capital Resources

Our working capital at ~~September~~June 30, ~~2016~~2017 was approximately ~~$16.2~~$18.5 million ~~a decrease of approximately $1.7~~compared with $21.3 million ~~when compared to~~at December 31, ~~2015.~~2016. Accounts receivable days of sales outstanding were ~~41.1~~48 days and ~~37.9~~43 days at ~~September~~June 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The number of days ~~worth of~~ sales in inventory, which is the total inventory available for production divided by the ~~12 month~~12-month average cost of materials, ~~decreased 17~~increased 12 days to ~~151~~179 days equating to an inventory turn ratio of ~~2.3~~2.00 at ~~September~~June 30, ~~2016~~2017 from ~~168~~167 days and an inventory turn ratio of ~~1.6~~2.00 at ~~September~~June 30, ~~2015.~~2016. The ~~lower~~higher number of days ~~worth of~~ sales in inventory is mainly ~~due~~attributable to ~~reduced~~an inventory ~~levels year over year as we converted existing raw material inventories into finished goods~~build in support of new, extended and ~~sold through that inventory.~~

~~On March 17, 2015, we closed our underwritten public offering of 4,800,000 shares of common stock, par value $0.001 per share at a price to~~improved product lines.

For the public of $2.50 per share, resulting in net proceeds of approximately $10.6 million, after deducting underwriting discounts and commissions and estimated offering expenses. We are using the proceeds from the offering for operating costs, capital expenditures and for general corporate purposes, including working capital. Craig-Hallum acted as the sole managing underwriter for the offering.

On March 31, 2015 Craig-Hallum exercised a portion of its over-allotment option to purchase an additional 418,749 shares of common stock at an aggregate price of $2.50 per share, resulting in net proceeds of approximately $900,000. After closing of the over-allotment, the total number of shares sold by the Company in the offering was 5,218,749.

~~We used cash in operations of approximately $2.3 million for the nine~~six months ended ~~September~~June 30, ~~2016, compared to~~2017, net cash used in ~~operations~~operating activities was approximately $3.9 million compared with net cash used by operating activities of approximately ~~$4.8~~$2.4 million for the same period in ~~2015, a decrease of~~2016. The net cash used in ~~operations~~operating activities was attributed to $3.0 million of ~~approximately $2.5~~net loss, increases of inventory of $1.5 million ~~which~~and $1.1 million of 2016 incentive compensation paid in 2017, partially offset by other working capital cash inflows of $0.0 million and non-cash inflows of $0.8 million.

Net cash used in investing activities was ~~largely attributable~~attributed to ~~the change in value of derivative liabilities and working capital.~~

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~~During the nine month period ended September 30, 2016, we used approximately $182,000 for the purchase~~purchases of property and equipment asfor approximately $151,000 during the six months ended June 30, 2017, compared to ~~purchases amounting to approximately $604,000~~$41,000 cash used for the same period in ~~2015.~~

2016.

Cash used in financing activities of approximately $119,000 during the six months ended June 30, 2017, compared to cash used in financing activities of approximately $60,000 for the ~~nine month~~same period ended September 30, 2016 of $1,000 was attributable to the reduction of mortgage note payable, offset by proceeds from the exercise of warrants and the release of restricted cash. Cash provided by financing activities for the nine month period ended September 30, 2015 of approximately $12.8 million was attributable to the proceeds from the public offering and the exercise of warrants.

in 2016.

On June 28, 2016, the Company entered into a transaction with Bank of Tampa, a Florida banking corporation (“Lender”) wherein Lender amended the terms of a mortgage loan (“the Loan”) originally executed on March 20, 2014 with a principal amount of $3,592,000. The Initial Maturity Date of the Loan was extended to July 20, 2019 from March 19, 2017, and the Extended Maturity Date was amended to July 20, 2024 from March 20, 2022. In addition, the Lender released as collateral to the Loan, the Company’s working capital accounts in exchange for a negative covenant ~~limiting~~limited to $2,000,000 of the aggregate indebtedness secured by these accounts.

Borrowings under the Loan bear interest at LIBOR plus 3.5%, with a fixed monthly principal payment of $19,956. The interest rate at ~~September~~June 30, ~~2016~~2017 was ~~4.025%~~4.560%.

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BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

~~Our~~

Approximate future ~~contractual obligations for agreements with initial terms greater than one year~~expected principal and ~~agreements to purchase materials in~~interest payments under the ~~normal course of business~~Loan agreement are ~~summarized~~ as follows ~~(in thousands):~~

~~We are continuing~~as of June 30, 2017:



(In thousands)
2017 (remaining six months)	$	124
2018	247
2019	2,541
Total	$	2,912

At June 30, 2017, we had purchase commitments for inventories totaling approximately $4.0 million, substantially all of which is expected to ~~make substantial investments in~~be purchased by the ~~development and marketing~~end of ~~our J-Plasma technology for the long term benefit~~2017.

Table of the Company and its stakeholders, and this may adversely affect our short term profitability and cash flow, particularly over the next 12 to 24 months. While we believe that these investments have the potential to generate additional revenues and profits in the future, there can be no assurance that J-Plasma will be successful or that such future revenues and profitability will be realized.

Contents

BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Critical Accounting Estimates

In preparing the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ~~(“U.S. GAAP”)~~(U.S. GAAP), we have adopted various accounting policies. Our most significant accounting policies are disclosed in Note 2 to the consolidated financial statements included in our report on Form 10-K for the year ended December 31, ~~2015, which we~~2016, filed on March ~~18, 2016.~~

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10, 2017.

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Our estimates and assumptions, including those related to inventories, intangible assets, property, plant and equipment, legal proceedings, research and development, warranty obligations, product liability, fair valued liabilities, sales returns and discounts, stock based compensation and income taxes are updated as appropriate, which in most cases is at least quarterly. We base our estimates on historical experience, or various assumptions that are believed to be reasonable under the circumstances and the results form the basis for making judgments about the reported values of assets, liabilities, revenues and expenses. Actual results may materially differ from these estimates.

Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions about material matters that are uncertain at the time the accounting estimates are made and (2) other materially different estimates could have been reasonably made or material changes in the estimates are reasonably likely to occur from period to period. Our critical accounting estimates include the following:

Inventory reserves

~~When necessary, we~~

We maintain ~~reserves~~a reserve for excess and obsolete inventory resulting from the potential inability to sell our products at prices in excess of current carrying costs. The markets in which we operate are highly competitive, with new products and surgical procedures introduced on an ongoing basis. Such marketplace changes may cause our products to become obsolete. We make estimates regarding the future recoverability of the costs of these products and record a provision for excess and obsolete inventories based on historical experience and expected future trends. If actual product life cycles, product demand or acceptance of new product introductions are less favorable than projected by management, additional inventory write-downs may be required, which would unfavorably affect future operating results.

Long-lived assets

We review long-lived assets which are held and used, including property and equipment and intangible assets, for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Such evaluations compare the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset over its expected useful life and are significantly impacted by estimates of future prices and volumes for our products, capital needs, economic trends and other factors that are inherently difficult to forecast. If the asset is considered to be impaired, we record an impairment charge equal to the amount by which the carrying value of the asset exceeds its fair value determined by either a quoted market price, if any, or a value determined by utilizing a discounted cash flow technique.

~~Liabilities~~

Derivative liabilities valued at fair value

~~Certain~~

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:~~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 (see Note 5 of the consolidated financial statements).~~

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.

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BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Stock-based ~~compensation~~

Compensation

Under our stock option plan, options to purchase common shares of the Company may be granted to key employees, officers and directors of the Company ~~and non-employees~~ by the Board of Directors. The Company accounts for stock options in accordance with FASB ASC Topic ~~718-10-10,~~718-10, Compensation-Stock Compensation, with compensation expense amortized over the vesting period based on the trinomial lattice option-pricing model fair value on the grant date, which includes a number of estimates that affect the amount of our expense.

Litigation Contingencies

From time to time, we are exposed to claims and litigation arising in the ordinary course of business or otherwise 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.

22
~~Table of Contents~~

Income ~~taxes~~

~~We utilize the liability method of accounting~~Taxes

The provision for income taxes ~~as set forth in FASB ASC 740. Under the liability method,~~includes federal, foreign, state and local income taxes currently payable and those deferred ~~taxes are determined based on the~~because of temporary differences between the financial statement and tax ~~basis~~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 expected~~rates. Valuation allowances are recorded to ~~be in effect during the years in which the basis differences reverse. Management evaluated the positive and negative evidence in determining the realizability of the net~~reduce deferred tax ~~asset. In determining the need for valuation allowance, we reviewed historic operating results, updated current period actual results, as well as future~~assets when it is more likely than not that a tax benefit will not be realized. Deferred income ~~forecasts~~tax expenses or credits are based on the ~~projections, management concluded~~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 ~~it was not~~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 various tax, business and other planning strategies will enable us to utilize the ~~Company should realize its net deferred~~operating loss and tax ~~assets through future operating results and the reversal of taxable temporary differences.~~

~~If in the future we determine~~credit carry forwards. We cannot be assured that we will be able to realize ~~any~~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 ~~the net~~a deferred income tax ~~assets, we will make adjustment to the~~asset, a valuation allowance ~~which would increase~~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 ~~that the~~in which such determination is made.

~~We assess~~ At June 30, 2017, we believe we have appropriately accounted for any unrecognized tax positions. 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 positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognizedaudits in the ~~financial statements.~~

jurisdictions in which we operate.

Inflation

Inflation has not materially impacted the operations of our Company.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements at this time.

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BOVIE MEDICAL CORPORATION

MANAGEMENT'S DISCUSSION AND ANAYLSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued

Recent Accounting Pronouncements

See Note 4 of the ~~consolidated financial statements.~~

Notes to Consolidated Financial Statements.

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BOVIE MEDICAL CORPORATION

ITEM ~~3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

3. Quantitative and Qualitative Disclosures about Market Risk

For our disclosures about market risk, please see Part II, Item 7A., "Quantitative and Qualitative Disclosures about Market Risk," in our Annual Report on Form 10-K for the year ended December 31, ~~2015.~~2016. We believe there have been no material changes to the information provided therein.

ITEM 4. ~~CONTROLS AND PROCEDURES~~

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation, under the supervision of and with the participation of our management, including our Chief Executive Officer ~~(CEO)~~(“CEO”) and Chief Financial Officer ~~(CFO)~~(“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of ~~September~~June 30, ~~2016.~~2017. Based upon that evaluation, our CEO and CFO concluded that, as of the end of that period, our disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we ~~file~~filed or ~~submit~~submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal ~~Controls~~

Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13(a)-15(f) and 15(d)-15(f)) during the ~~three~~six months ended ~~September~~June 30, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23
~~Table of Contents~~

Table of Contents

BOVIE MEDICAL CORPORATION

PART II. ~~OTHER INFORMATION~~Other Information

ITEM 1. ~~LEGAL PROCEEDINGS~~

InLegal Proceedings

From time to time, we are exposed to claims and litigation arising in the ~~normal~~ordinary course of business or otherwise and use various methods to resolve these matters in a manner that we ~~are subject, from time~~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 ~~time, to legal proceedings, lawsuits and claims. Such matters are subject to many uncertainties, and outcomes are~~our financial position. We do not ~~predictable with assurance. If~~believe that any of ~~these~~the currently identified claims or litigation matters ~~arise in the future, it could affect the operating~~will have a material adverse impact on our results of operations, cash flows or financial condition. However, given uncertainties associated with any ~~one~~litigation, if our assessments prove to be wrong, or ~~more quarters.~~

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.

We expense costs of litigation related to contingencies in the periods in which the costs are incurred.

ITEM 1A. ~~RISK FACTORS~~

Risk factors

There have been no material changes to the risk factors previously disclosed in our Form 10-K for the year ended December 31, ~~2015,~~2016, in response to Item 1A to Part 1 of Form 10-K.

ITEM 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales of Equity Securities and Use of Proceeds

None.

~~None.~~

ITEM 3. ~~DEFAULTS UPON SENIOR SECURITIES~~Defaults Upon Senior Securities

None.

~~None.~~

ITEM 4. ~~MINE SAFETY DISCLOSURES~~

Mine Safety Disclosures

Not ~~applicable.~~

Applicable.

ITEM 5. ~~OTHER INFORMATION~~Other Information

None.

~~None.~~

24
~~Table of Contents~~

Table of Contents

BOVIE MEDICAL CORPORATION

ITEM 6. ~~EXHIBITS~~

Exhibits

~~31.1~~		Certifications of Robert L. Gershon, Chief Executive Officer of Registrant pursuant to Rule 13a-14 adopted under the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002.

~~31.2~~ 3.1	~~Certifications~~Articles of ~~Jay D. Ewers, Chief Financial Officer~~Incorporation of the Registrant (Incorporated by reference to the Registrant’s report on Form 10-K/A filed on March 31, 2011)
3.2	By laws of the Registrant (Incorporated by reference to the Registrant’s report on Form 10-K/A filed on March 31, 2011)
3.3	Certificate of Designation of Preferences, Rights and Limitations of Series A 6% Convertible Preferred Stock of Bovie Medical Corporation (Incorporated by reference to the Registrant’s report on Form 8-K filed December 16, 2013)
3.4	Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 on Form 8-K filed on March 11, 2015.
31.1*	Certification pursuant to ~~Rule 13a-14 adopted under the Securities Exchange Act of 1934, as amended, and~~ Section 302 of ~~the~~ Sarbanes-Oxley ~~act~~Act of ~~2002.~~ 202
31.2*
~~32.1~~	Certification pursuant to ~~18 U.S.C.~~ Section ~~1350, as adopted~~302 of Sarbanes-Oxley Act of 202
32.1*	Certification pursuant to Section 906 of ~~the~~ Sarbanes-Oxley Act of ~~2002.~~ 202
32.2*
~~32.2~~	Certification ~~pursuant to 18 U.S.C. Section 1350, as adopted~~ pursuant to Section 906 of ~~the~~ Sarbanes-Oxley Act of ~~2002.~~ 202
101.INS**	XBRL Instance Document
~~101.1~~ 101.SCH**	~~Financial Statements from the Quarterly Report on Form 10-Q of Bovie Medical Corporation for the three months ended September 30, 2016, filed on October 27, 2016, formatted in XBRL.~~

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* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and otherwise is not subject to liability under these sections.

Table of Contents

BOVIE MEDICAL CORPORATION

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	Bovie Medical Corporation

~~Dated: October 27, 2016~~ Date: August 3, 2017	By:	/s/ Robert L. Gershon
		Robert L. Gershon
		Chief Executive Officer and Director
		(Principal Executive Officer)

~~Dated: October 27, 2016~~ Date: August 3, 2017	By:	/s/ Jay D. Ewers
		Jay D. Ewers
		Chief Financial Officer,
		Treasurer and Secretary
		(Principal Financial Officer)

	September 30,		December 31,
	2016		2015
	(Unaudited)

Current assets:

Cash and cash equivalents	$	9,329	$	11,805
Restricted cash		779		839
Trade accounts receivable, net		3,869		2,925
Inventories, net		5,930		5,957
Prepaid expenses and other current assets		564		516

Total current assets		20,471		22,042

Property and equipment, net		6,498		6,810
Brand name and trademark		1,510		1,510
Purchased technology and license rights, net		242		323
Goodwill		185		185
Deposits		123		123
Deferred tax asset		-		25
Other assets		119		430

Total assets	$	29,148	$	31,448

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015

Sales	$	10,063		$	7,823		$	27,133		$	21,226
Cost of sales		5,001			4,594			14,049			12,183

Gross profit		5,062			3,229			13,084			9,043

Other costs and expenses:
Research and development		682			583			1,941			1,534
Professional services		292			427			1,045			1,070
Salaries and related costs		2,192			1,929			6,492			5,749
Selling, general and administrative		2,141			2,103			6,354			6,325

Total other costs and expenses		5,307			5,042			15,832			14,678

Loss from operations		(245	)		(1,813	)		(2,748	)		(5,635	)

Interest expense, net		(36	)		(40	)		(125	)		(120	)
Change in fair value of warrant liabilities, net		(683	)		266			(555	)		1,800
Total other income (expense), net		(719	)		226			(680	)		1,680

Loss before income taxes		(964	)		(1,587	)		(3,428	)		(3,955	)

Income tax benefit, net		--			--			--			(8	)

Net loss	$	(964	)	$	(1,587	)	$	(3,428	)	$	(3,963	)

Accretion on convertible preferred stock		--			--			--			(222	)
Gain on conversion of warrants and preferred shares, net		--			--			--			13,956
Net income (loss) attributable to common shareholders	$	(964	)	$	(1,587	)	$	(3,428	)	$	9,771

Income (loss) per share
Basic		(0.04	)		(0.06	)		(0.13	)		0.42
Diluted		(0.04	)		(0.06	)		(0.13	)		0.31

Weighted average number of shares outstanding- basic		27,075			27,051			27,059			23,414
Weighted average number of shares outstanding - dilutive		27,075			27,051			27,059			26,346

										Additional
	Preferred Stock				Common Stock					Paid-in
	Shares		Par Value		Shares			Par Value		Capital			Deficit			Total

December 31, 2015		1,976	$	2		27,051		$	27	$	42,859		$	(19,484	)	$	23,404

Warrants exercised		-		-		133			-		316			-			316

Options exercised		-		-		31			-		119			-			119

Stock based compensation		-		-		-			-		533			-			533

Stock swap to acquire options and warrants		-		-		(73	)		-		(315	)		-			(315	)

Net loss		-		-		-			-		-			(3,428	)		(3,428	)

September 30, 2016		1,976	$	2		27,142		$	27	$	43,512		$	(22,912	)	$	20,629

(in $ thousands)	2013 Placement Agent Warrants

Balance, December 31, 2015	$	267

Change in fair value		555

Balance, September 30, 2016 ⁽¹⁾	$	822

	Number of			Weighted
	Options			Average
	(in thousands)			Exercise Price

Outstanding at December 31, 2015		3,131		$	3.38
Granted		786		$	1.76
Exercised		(31	)		3.81
Cancelled		(68	)		3.35
Outstanding at September 30, 2016		3,818		$	3.02



	2017 Grants
Option value	$	1.96	-	$	2.34
Risk-free rate	1.5%
Expected dividend yield	—%
Expected volatility	68.0%
Expected term (in years)	6

	Year Ending December 31,
Description	2016		2017		2018		2019		Thereafter
Purchase commitments	$	3,617	$	-	$	-	$	-	$	-
Mortgage debt		239		239		239		2,276		-
Total	$	3,856	$	239	$	239	$	2,276	$	-

	Three months ended				Nine months ended
	September 30,				September 30,
	2016		2015		2016		2015

Sales by Domestic and International (in 000's)
Domestic	$	8,730	$	6,767	$	23,094	$	18,395
International		1,333		1,056		4,039		2,831

Total	$	10,063	$	7,823	$	27,133	$	21,226

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