UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

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

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

Commission File Number 000-19627

 

BIOLASE TECHNOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or other jurisdiction of incorporation or organization)		87-0442441 (I.R.S. Employer Identification No.)

     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 þ       No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o       No 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. See the definition of “large accelerated filer,” accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if smaller reporting company)		Smaller Reporting Company o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes o       No þ

     Number of shares outstanding of the registrant’s common stock, $0.001 par value, as of August 5, 2009: 24,250,576

 

 

BIOLASE TECHNOLOGY, INC.

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008			3
Consolidated Statements of Operations for the three and six months ended June 30, 2009 and June 30, 2008			4
Consolidated Statements of Cash Flows for the six months ended June 30, 2009 and June 30, 2008			5
Notes to Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			15
Item 3. Quantitative and Qualitative Disclosures About Market Risk			25
Item 4. Controls and Procedures			25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings			26
Item 1A. Risk Factors			26
Item 4. Submission of Matters to a Vote of Security Holders			27
Item 6. Exhibits			29
Signatures			30
EX-10.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

BIOLASE^®, ZipTip^®, ezlase^®, eztips^®, MD Flow^® and Waterlase^® are registered trademarks of Biolase Technology, Inc., and Diolase^™, Comfort Jet^™, HydroPhotonics^™, LaserPal^™, Comfortpulse^™, MD Gold^™, WCLI^™, World Clinical Laser Institute^™, Waterlase MD^™, Waterlase MD Turbo^™, HydroBeam^™, SensaTouch^{™ ,} Occulase^™ and C100^™ are trademarks of BIOLASE Technology, Inc. All other product and company names are registered trademarks or trademarks of their respective owners.

PART I. FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS

BIOLASE TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands, except per share data)

		June 30, 2009				December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents		$	3,487			$	11,235
Accounts receivable, less allowance of $432 and $526 in 2009 and 2008, respectively			2,538				3,758
Inventory, net			9,006				12,410
Prepaid expenses and other current assets			968				1,391
Total current assets			15,999				28,794
Property, plant and equipment, net			2,621				3,040
Intangible assets, net			537				613
Goodwill			2,926				2,926
Deferred tax asset			32				29
Other assets			300				306
Total assets		$	22,415			$	35,708
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit		$	—			$	5,404
Accounts payable			4,609				7,509
Accrued liabilities			5,823				8,255
Deferred revenue, current portion			1,588				2,603
Total current liabilities			12,020				23,771
Deferred tax liabilities			409				376
Deferred revenue, long-term			2,004				1,875
Other liabilities, long-term			243				296
Total liabilities			14,676				26,318
Stockholders’ equity:
Preferred stock, par value $0.001, 1,000 shares authorized, no shares issued and outstanding			—				—
Common stock, par value $0.001, 50,000 shares authorized; 26,208 and 26,208 shares issued and 24,245 and 24,244 shares outstanding in 2009 and 2008, respectively			27				27
Additional paid-in capital			116,484				115,698
Accumulated other comprehensive loss			(278	)			(187	)
Accumulated deficit			(92,095	)			(89,749	)
			24,138				25,789
Treasury stock (cost of 1,964 shares repurchased)			(16,399	)			(16,399	)
Total stockholders’ equity			7,739				9,390
Total liabilities and stockholders’ equity		$	22,415			$	35,708

See accompanying notes to consolidated financial statements.

BIOLASE TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in thousands, except per share data)

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Products and services revenue		$	13,887			$	17,795			$	20,006			$	35,832
License fees and royalty revenue			430				868				905				1,872
Net revenue			14,317				18,663				20,911				37,704
Cost of revenue			6,219				8,556				11,045				18,015
Gross profit			8,098				10,107				9,866				19,689
Operating expenses:
Sales and marketing			2,770				5,052				5,815				10,657
General and administrative			1,735				3,398				4,304				6,475
Engineering and development			1,119				1,271				2,202				2,732
Total operating expenses			5,624				9,721				12,321				19,864
Profit (loss) from operations			2,474				386				(2,455	)			(175	)
(Loss) gain on foreign currency transactions			(109	)			225				206				841
Interest income			2				26				3				84
Interest expense			(12	)			(36	)			(42	)			(60	)
Non-operating (loss) income, net			(119	)			215				167				865
Income (loss) before income tax provision			2,355				601				(2,288	)			690
Income tax provision (benefit)			25				(21	)			58				42
Net income (loss)		$	2,330			$	622			$	(2,346	)		$	648
Net income (loss) per share:
Basic		$	0.10			$	0.03			$	(0.10	)		$	0.03
Diluted		$	0.10			$	0.03			$	(0.10	)		$	0.03
Shares used in the calculation of net income (loss) per share:
Basic			24,244				24,164				24,244				24,110
Diluted			24,321				24,358				24,244				24,326

See accompanying notes to consolidated financial statements.

BIOLASE TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in thousands)

		Six Months Ended
		June 30,
		2009				2008
Cash Flows From Operating Activities:
Net (loss) income		$	(2,346	)		$	648
Adjustments to reconcile net loss to net cash and cash equivalents (used in) provided by operating activities:
Depreciation and amortization			776				960
Loss on disposal of assets, net			13				—
(Recovery) provision for bad debts			(83	)			15
Provision for inventory excess and obsolescence			970				—
Stock-based compensation			785				893
Other non-cash compensation			—				2
Deferred income taxes			30				9
Changes in operating assets and liabilities:
Accounts receivable			1,282				5,997
Inventory			2,435				(1,714	)
Prepaid expenses and other assets			(8	)			21
Accounts payable and accrued liabilities			(4,970	)			(1,291	)
Deferred revenue			(893	)			(2,046	)
Net cash and cash equivalents (used in) provided by operating activities			(2,009	)			3,494
Cash Flows From Investing Activities:
Proceeds from sale of property, plant and equipment			4				—
Additions to property, plant and equipment			(302	)			(451	)
Net cash and cash equivalents used in investing activities			(298	)			(451	)
Cash Flows From Financing Activities:
Borrowings under line of credit			4,293				8,683
Payments under line of credit			(9,697	)			(12,235	)
Proceeds from exercise of stock options and warrants			—				523
Net cash and cash equivalents used in financing activities			(5,404	)			(3,029	)
Effect of exchange rate changes			(37	)			(73	)
Decrease in cash and cash equivalents			(7,748	)			(59	)
Cash and cash equivalents, beginning of year			11,235				14,566
Cash and cash equivalents, end of period		$	3,487			$	14,507
Supplemental cash flow disclosure:
Cash paid during the period for:
Interest		$	42			$	60
Income taxes		$	38			$	94

See accompanying notes to consolidated financial statements.

BIOLASE TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 – BASIS OF PRESENTATION

The Company

     BIOLASE Technology Inc. or the Company or Biolase, incorporated in Delaware in 1987, is a medical technology company operating in one business segment that designs, manufactures and markets advanced dental, cosmetic and surgical lasers and related products.

Basis of Presentation

     The unaudited consolidated financial statements include the accounts of BIOLASE Technology, Inc. and its consolidated subsidiaries and have been prepared on a basis consistent with the December 31, 2008 audited consolidated financial statements and include all material adjustments, consisting of normal recurring adjustments and the elimination of all material intercompany transactions and balances, necessary to fairly present the information set forth therein. These unaudited, interim, consolidated financial statements do not include all the footnotes, presentations and disclosures normally required by accounting principles generally accepted in the United States of America, or GAAP, for complete consolidated financial statements. Certain amounts have been reclassified to conform to current period presentation.

Use of Estimates

     The preparation of these consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect amounts reported in the consolidated financial statements and the accompanying notes. Significant estimates in these consolidated financial statements include allowances on accounts receivable, inventory and deferred taxes, as well as estimates for accrued warranty expenses, the realizability of goodwill and indefinite-lived intangible assets, effects of stock-based compensation and the provision or benefit for income taxes. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ materially from those estimates.

Liquidity

     We believe we currently possess sufficient resources to meet the cash requirements of our operations for at least the next year, provided that the February 27, 2009 letter agreement with Henry Schein, Inc., or HSIC, is extended past March 31, 2010 as set forth below. Our basis for this is the following.

•

Beginning in the fourth quarter of 2008, we implemented substantial cost reduction measures including the reduction of employment and expenses throughout all functional areas of our business. We have reduced our headcount from approximately 234 at September 30, 2008 to approximately 150 as of June 30, 2009.

•

On February 27, 2009, we entered into a letter agreement with Henry Schein, Inc., or HSIC, amending the term of the License and Distribution Agreement through March 31, 2010. Included in the letter agreement are minimum purchase requirements of approximately $42.7 million over the initial fourteen-month term starting in February 2009. Additionally, the letter agreement contains guaranteed bi-monthly minimum purchases of our lasers and associated equipment. The letter agreement can be extended for two additional optional twelve month terms and which require escalation purchase minimums of between 7.5 percent and 20 percent over actual or minimum sales, whichever is greater.

•

During the first quarter of 2009, we made the decision to begin the transition of sales in countries served by our foreign subsidiaries located in Germany, Spain, Australia and New Zealand from direct to distributor. As part of the letter agreement with HSIC, HSIC has become our distributor in each of these countries as well as in additional foreign countries currently and in the future. As a result of these developments, we have reduced the operations of our foreign subsidiaries which had been recording significant losses since being established to sell direct in those countries in 2006.

•

We continue to review our inventory levels and plan to reduce the levels to more historical year end amounts. Our new letter agreement with HSIC will allow us to better forecast our inventory needs and not having significant inventory located at our foreign subsidiaries will help in this objective.

     Although we believe that we will have sufficient resources to meet our obligations and sustain our operations during the next twelve months, there can be no assurance that the resources we believe will be available will prove to be available or sufficient, or that additional resources will be available if necessary to fund our operations. We are substantially dependent on our major distributor and the continued performance of this distributor to make committed purchases of our products and associated consumables under the distribution agreement with HSIC (as amended), and the receipt of cash in connection with those purchases, is essential to our liquidity. At HSIC’s option, the February 27, 2009 letter agreement with HSIC can be extended for two additional twelve month terms, which require certain purchase minimum escalations between 7.5 percent and 20 percent over actual or minimum sales, whichever is greater. There can be no guarantee that HSIC will elect to extend the February 27, 2009 agreement past March 31, 2010 and preserve our liquidity position. In addition, we presently do not have any debt financing in place with a bank or other financial institution. The absence of such debt financing availability could adversely impact our operations. Our obligations and operating requirements may require us to seek additional funding through public or private equity or debt financing, and we have no commitments for financing of any kind at this time. There can be no assurance that we will be able to obtain requisite financing if necessary to fund existing obligations and operating requirements on acceptable terms or at all.

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

     In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (SFAS No. 165). SFAS No. 165 provides guidance on management’s assessment of subsequent events and incorporates this guidance into accounting literature. It also requires entities to disclose the date through which they have evaluated subsequent events and whether the date corresponds with the release of their financial statements. SFAS No. 165 is effective prospectively for interim and annual periods ending after June 15, 2009. The implementation of this standard did not have a material impact on our consolidated financial position and results of operations. We have evaluated subsequent events through August 7, 2009, the date of issuance of our consolidated financial position and results of operations.

     In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162” (SFAS No. 168). SFAS No. 168 stipulates the FASB Accounting Standards Codification is the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS No. 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The implementation of this standard will not have a material impact on our consolidated financial position and results of operations.

NOTE 3—STOCK-BASED COMPENSATION AND PER SHARE INFORMATION

Stock-Based Compensation

     We have three stock-based compensation plans - the 1990 Stock Option Plan, the 1993 Stock Option Plan and the 2002 Stock Incentive Plan. The 1990 and 1993 Stock Option Plans have been terminated with respect to granting additional stock options. Under these plans, stock options are awarded to certain officers, directors and employees of the Company at the discretion of the Company’s management and/or Board of Directors. Options to employees generally vest on a quarterly basis over three years.

     Effective January 1, 2006, we adopted the provisions of FAS 123 (revised), Share-Based Payment, or FAS 123R, using a modified prospective transition method. Compensation cost related to stock options recognized in operating results under FAS 123R during the three months ended June 30, 2009 and 2008 was $317,000 and $440,000, respectively. The net impact to earnings for those periods was $(0.01) and $(0.01) per basic and diluted share, respectively. Compensation cost related to stock options recognized in operating results under FAS 123R during the six months ended June 30, 2009 and 2008, was $785,000 and $893,000, respectively. The net impact to earnings for those periods was $(0.04) and $(0.03) per basic and diluted share, respectively. At June 30, 2009, we had $1.2 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements granted under our existing plans. We expect that cost to be recognized over a weighted average period of .9 years.

     The following table summarizes the income statement classification of compensation expense associated with share-based payments (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Cost of revenue		$	34			$	42			$	77			$	85
Sales and marketing			104				117				228				237
General and administrative			138				240				396				489
Engineering and development			41				41				84				82
		$	317			$	440			$	785			$	893

     The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility. Our options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate. For options granted prior and subsequent to January 1, 2006, we did and expect to continue to estimate their fair values using the Black-Scholes option-pricing model. This option pricing model requires us to make several assumptions regarding the key variables used in the model to calculate the fair value of its stock options. The risk-free interest rate used by us is based on the U.S. Treasury yield curve in effect for the expected lives of the options at their dates of grant. Beginning July 1, 2005, we have used a dividend yield of zero as we do not intend to pay dividends on our common stock in the foreseeable future. The most critical assumption used in calculating the fair value of stock options is the expected volatility of our common stock. We believe that the historic volatility of our common stock is a reliable indicator of future volatility, and accordingly, have used a stock volatility factor based on the historical volatility of our common stock over a period of time approximating the estimated lives of our stock options. The expected term is estimated by analyzing our historical share option exercise experience over a five year period, in accordance with the provisions of SEC Staff Accounting Bulletin 107. Compensation expense is recognized using the straight-line method for all stock-based awards issued after January 1, 2006 or unvested as of January 1, 2006. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on our historical experience and future expectations. FAS 123R requires forfeitures to be estimated at the time of the grant and revised as necessary in subsequent periods if actual forfeitures differ from those estimates.

     The stock option fair values were estimated using the Black-Scholes option-pricing model with the following assumptions:

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Expected term (years)			5.00				5.10				4.95				5.02
Volatility			84	%			66	%			84	%			66	%
Annual dividend per share		$	0.00			$	0.00			$	0.00			$	0.00
Risk-free interest rate			2.05	%			3.10	%			1.83	%			3.12	%

     A summary of option activity under our stock option plans for the six months ended June 30, 2009 is as follows:

										Weighted
										average
						Weighted				remaining
						average				contractual term				Aggregate
		Shares				exercise price				(years)				intrinsic value
Options outstanding at December 31, 2008			4,500,000			$	5.12
Plus: Options granted			538,000			$	0.87
Less:
Options exercised			(1,000	)		$	0.82
Options canceled or expired			(819,000	)		$	3.73
Options outstanding at June 30, 2009			4,218,000			$	4.85				6.48			$	710,000
Options exercisable at June 30, 2009			2,986,000			$	5.88				5.43			$	254,000
Options expired during the six months ended June 30, 2009			373,000			$	4.56

     Cash proceeds along with fair value disclosures related to grants, exercises and vesting options are provided in the following table (in thousands, except per share amounts):

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Proceeds from stock options exercised		$	—			$	209			$	—			$	524
Tax benefit related to stock options exercised (1)			N/A				N/A				N/A				N/A
Intrinsic value of stock options exercised (2)		$	—			$	149			$	—			$	346
Weighted-average fair value of options granted during period		$	.83			$	1.61			$	.58			$	1.68
Total fair value of shares vested during the period		$	445			$	357			$	941			$	693

Net Income (Loss) Per Share - Basic and Diluted

     Basic net income (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. In computing diluted net income (loss) per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities.

     Outstanding stock options to purchase 77,000 shares were included in the computation of diluted earnings per share for the three months ended June 30, 2009. For the same period, anti-dilutive outstanding stock options and warrants to purchase 3,485,000 shares were not included in the computation of diluted EPS. Outstanding stock options to purchase 194,000 shares were included in the computation of diluted earnings per share for the three months ended June 30, 2008. For the same 2008 period, anti-dilutive outstanding stock options and warrants to purchase 3,000,000 shares were not included in the computation of diluted EPS.

     Outstanding stock options and warrants to purchase 4,299,000 shares were not included in the computation of diluted loss per share for the six months ended June 30, 2009 as a result of their anti-dilutive effect. Outstanding stock options to purchase 216,000 shares were included in the computation of diluted earnings per share for the six months ended June 30, 2008. For the same 2008 period, anti-dilutive outstanding stock options and warrants to purchase 3,000,000 shares were not included in the computation of diluted earnings per share.

NOTE 4 - INVENTORY

     Inventory is valued at the lower of cost or market (determined by the first-in, first-out method) and is comprised of the following (in thousands):

		June 30,				December 31,
		2009				2008
Raw materials		$	3,786			$	4,981
Work-in-process			1,578				1,472
Finished goods			3,642				5,957
Inventory, net		$	9,006			$	12,410

     Inventory is net of the provision for excess and obsolete inventory of $1.8 million and $828,000 at June 30, 2009 and December 31, 2008, respectively.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net is comprised of the following (in thousands):

		June 30,				December 31,
		2009				2008
Land		$	267			$	268
Building			409				411
Leasehold improvements			914				919
Equipment and computers			5,870				5,674
Furniture and fixtures			1,019				1,027
Construction in progress			69				53
			8,548				8,352
Accumulated depreciation and amortization			(5,927	)			(5,312	)
Property, plant and equipment, net		$	2,621				3,040

     Depreciation and amortization of property, plant and equipment was $327,000 and $699,000 for the three and six months ended June 30, 2009, respectively, and $384,000 and $775,000 for the three and six months ended June 30, 2008, respectively.

     Leasehold improvements include $536,000 of tenant improvements paid by the landlord in connection with our primary facility lease during 2006.

NOTE 6 – INTANGIBLE ASSETS AND GOODWILL

     In accordance with FAS 142, Goodwill and Other Intangible Assets, goodwill and other intangible assets with indefinite lives are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. We conducted our annual impairment analysis of our goodwill as of June 30, 2009 and concluded there had not been any impairment. Due to the decline in our stock price and market capitalization since June 30, 2008 caused by adverse equity market conditions and the general economic environment, we will closely monitor our stock price and market capitalization and will perform such analysis on a quarterly basis, if needed. If our stock price and market capitalization continue to decline, we may need to impair our goodwill and other intangible assets.

     Intangible assets with finite lives continue to be subject to amortization, and any impairment is determined in accordance with FAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. We believe no event has occurred that would trigger an impairment of these intangible assets. We recorded amortization expense of $33,000 and $76,000 for the three and six months ended June 30, 2009, respectively, and $93,000 and $186,000, respectively, for the same periods in 2008. Other intangible assets consist of an acquired customer list and a non-compete agreement.

     The following table presents details of the Company’s intangible assets, related accumulated amortization and goodwill (in thousands):

		As of June 30, 2009																As of December 31, 2008
						Accumulated																Accumulated
		Gross				Amortization				Impairment				Net				Gross				Amortization				Impairment				Net
Patents (4-10 years)		$	1,914			$	(1,377	)		$	—			$	537			$	1,914			$	(1,301	)		$	—			$	613
Trademarks (6 years)			69				(69	)			—				—				69				(69	)			—				—
Trade names (Indefinite life)			979				—				(979	)			—				979				—				(979	)			—
Other (4 to 6 years)			593				(593	)			—				—				593				(593	)			—				—
Total		$	3,555			$	(2,039	)		$	(979	)		$	537			$	3,555			$	(1,963	)		$	(979	)		$	613
Goodwill (Indefinite life)		$	2,926											$	2,926			$	2,926											$	2,926

NOTE 7 – ACCRUED LIABILITIES AND DEFERRED REVENUE

     Accrued liabilities are comprised of the following (in thousands):

		June 30,				December 31,
		2009				2008
Payroll and benefits		$	1,807			$	1,844
Warranty			2,132				2,612
Deferred rent credit			112				112
Accrued professional services			361				771
Accrued insurance premium			297				732
Other			1,114				2,184
Accrued liabilities		$	5,823			$	8,255

     Changes in the product warranty accrual, including expenses incurred under our warranties, for the three and six months ended June 30, 2009 and 2008 were as follows (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Initial warranty accrual, beginning balance		$	2,227			$	2,242			$	2,612			$	1,987
Provision for estimated warranty cost			592				1,093				1,036				2,453
Warranty expenditures			(687	)			(1,056	)			(1,516	)			(2,161	)
Initial warranty accrual, ending balance		$	2,132			$	2,279			$	2,132			$	2,279

     Deferred revenue is comprised of the following (in thousands):

		June 30,				December 31,
		2009				2008
License fee from Henry Schein, Inc. – unamortized portion		$	278			$	1,111
Royalty advances from Procter & Gamble			1,875				1,875
Undelivered elements (training, installation and product) and other			434				731
Extended warranty contracts			1,005				761
Total deferred revenue			3,592				4,478
Less long-term amounts:
Extended warranty contracts			(129	)			—
Royalty advances from Proctor & Gamble			(1,875	)			(1,875	)
Total deferred revenue, long-term			(2,004	)			(1,875	)
Total deferred revenue, current portion		$	1,588			$	2,603

     On August 8, 2006, we entered into a License and Distribution Agreement with Henry Schein, Inc., or HSIC, a large distributor of healthcare products to office-based practitioners, pursuant to which we granted HSIC the exclusive right to distribute our complete line of dental laser systems, accessories and services in the United States and Canada. Concurrent with the execution of the Agreement, HSIC paid an upfront license fee of $5.0 million. The Agreement has an initial term of three years, following which HSIC has the option to extend the Agreement for an additional three-year period under certain circumstances, including its satisfaction of the minimum purchase requirements during the full three-year period, and for an additional license fee of $5.0 million. We are amortizing the initial $5.0 million payment to License Fees and Royalty Revenue on a straight-line basis over the three-year term of the Agreement. For the three and six months ended June 30, 2009 and 2008, we recognized $417,000 and $833,000 respectively, of the license fees.

     Under the Agreement, HSIC was obligated to meet certain minimum purchase requirements and was entitled to receive incentive payments if certain purchase targets were achieved. If HSIC had not met the minimum purchase requirements at the midpoint of each of the first two three-year periods, we would have had the option, upon repayment of a portion of the license fee, to (i) shorten the remaining term of the agreement to one year, (ii) grant distribution rights held by HSIC to other persons (or distribute products itself), (iii) reduce certain discounts on products given to HSIC under the agreement and (iv) cease paying future incentive payments. We maintain the right to grant certain intellectual property rights to third parties, but by doing so may incur the obligation to refund a portion of the upfront license fee to HSIC.

     On May 9, 2007, we entered into an addendum with HSIC, effective as of April 1, 2007, which modified the License and Distribution Agreement to add the terms and conditions under which HSIC has the exclusive right to distribute our ezlase diode dental laser system in the United States and Canada. In the Addendum, separate minimum purchase requirements were established for the ezlase system. If HSIC had not met the minimum purchase requirement for any 12-month period ending on March 31, we would have had the option, upon 30 days written notice, to (i) convert ezlase distribution rights to a non-exclusive basis for a minimum period of one year, after which period we would have had the option to withdraw ezlase distribution rights, and (ii) reduce the distributor discount on ezlase products.

     On March 3, 2008, we entered into a second addendum with HSIC that modified the License and Distribution Agreement, as amended by the first addendum. Pursuant to the second addendum, HSIC was obligated to meet certain minimum purchase requirements and was entitled to receive incentive payments if certain purchase targets were achieved. If HSIC did not meet minimum purchase requirements, we would have had the option to (i) shorten the remaining term of the Agreement to one year, (ii) grant distribution rights held by HSIC to other persons (or distribute products ourselves), (iii) reduce certain discounts on products given to HSIC under the Agreement and (iv) cease paying future incentive payments. Additionally, under certain circumstances, if HSIC did not meet the minimum purchase requirements, we would have had the right to purchase back the exclusive distributor rights granted to HSIC under the agreement. We also agreed to actively promote Henry Schein Financial Services as our exclusive leasing and financing partner.

     On December 23, 2008, we entered into a brief letter agreement with HSIC which amended the initial term of the License and Distribution Agreement to December 31, 2010.

     On February 27, 2009, we entered into a letter agreement with HSIC which amended the License and Distribution Agreement, as amended by the first and second addendums and the brief letter agreement. This letter agreement includes certain minimum purchase requirements during the initial fourteen-month term of the agreement. In connection with the initial purchase by HSIC made under the letter agreement, on March 13, 2009 we entered into a security agreement, or Security Agreement, with HSIC, granting to HSIC a security interest in our inventory, equipment, and other assets. Pursuant to the Security Agreement, the security interest granted shall be released upon products delivered to HSIC in respect of such initial purchase. HSIC also has the option to extend the term of the letter agreement for two additional one-year terms based on certain minimum purchase requirements. In addition, HSIC will become our distributor in certain international countries including Germany, Spain, Australia and New Zealand and will have first right of refusal in new international markets that we are interested in entering.

     On June 29, 2006, we received a one-time payment from The Procter & Gamble Company, or P&G, of $3.0 million for a license to certain of our patents pursuant to a binding letter agreement, subsequently replaced by a definitive agreement effective January 24, 2007, or P&G Agreement, which was recorded as deferred revenue when received. In the event of a material uncured breach of the definitive agreement by us, we could be required to refund certain payments made to us under the agreement, including the $3.0 million payment. The license fee from P&G was amortized over a two-year period covering January 2007 through December 2008. During the three and six months ended June 30, 2008, $375,000 and $750,000, respectively, of the license fee was recognized in license fees and royalty revenue. Additionally, P&G is required to make quarterly payments to us in the amount of $250,000, beginning with a payment for the third quarter of 2006 and continuing until the first product under the agreement is shipped by P&G for large-scale commercial distribution in the United States. Seventy-five percent of each $250,000 payment is treated as prepaid royalties and will be credited against royalty payments owed to us, and the remainder is credited to revenue and represents services provided by BIOLASE to P&G. For the three and six months ended June 30, 2008 $63,000 and $125,000 of the payments received was recognized in license fees and royalty revenue.

     Pursuant to the terms of the P&G Agreement, after two years from the effective date of the P&G Agreement, P&G has the right, upon formal notice to us, to elect to convert its exclusive license of our patents into a non-exclusive license (and effectively allow us to license the patents to other parties), and cease making the $250,000 quarterly payments as described above. Pursuant to the P&G Agreement, P&G has forty-five (45) days following the end of each quarter to make the quarterly payment, after which a finance charge is to be assessed, equal to the prime rate of interest then in effect plus 100 basis points. We have not received the first quarter 2009 quarterly payment, and have not received the formal applicable notice required under the P&G Agreement, as of May 15, 2009, the expiration date of the grace period for the first quarter 2009 quarterly payment. The second quarter 2009 payment grace period expires on August 14, 2009, and as of the date of this quarterly filing, the second quarter 2009 quarterly payment has not been received. We are in discussions with P&G to restructure the P&G Agreement, and P&G has indicated to us that it is considering whether to make such non-exclusive election or not as part of the restructuring being contemplated.

NOTE 8–BANK LINE OF CREDIT AND DEBT

     On September 28, 2006, we entered into a Loan and Security Agreement or Loan Agreement with Comerica Bank, or the Lender which replaced the loan agreement previously held with Bank of the West. Under the Loan Agreement, the Lender agreed to extend a revolving loan or the Revolving Line to us in the maximum principal amount of $10.0 million. Advances under the Revolving Line could not exceed the lesser of $10.0 million or the Borrowing Base (80% of eligible accounts receivable and 35% of eligible inventory), less any amounts outstanding under letters of credit or foreign exchange contract reserves. Notwithstanding the foregoing, advances of up to $6.0 million could be made without regard to the Borrowing Base. On October 5, 2007, we entered into an Amendment to the Loan Agreement which extended the agreement for an additional year. The entire unpaid principal amount plus any accrued but unpaid interest and all other amounts due under the Loan Agreement would have been due and payable in full on September 28, 2009 or the Maturity Date, but could have been extended by us for an additional year upon Lender approval. Our obligations under the Loan Agreement bore interest on the outstanding daily balance thereof at one of the following rates, to be selected by us: (i) LIBOR plus 2.50%, or (ii) prime rate, as announced by the Lender, plus 0.25%. As security for the payment and performance of our obligations under the Loan Agreement, we granted the Lender a first priority security interest in existing and later-acquired Collateral (as defined in the Loan Agreement, and which excludes intellectual property).

     The Loan Agreement required compliance with certain financial covenants, including: (i) minimum effective tangible net worth; (ii) maximum leverage ratio; (iii) minimum cash amount at Lender of $6.0 million; and (iv) minimum liquidity ratio. The Loan Agreement also contained covenants that required Lender’s prior written consent for us, among other things, to: (i) transfer any part of its business or property; (ii) make any changes in our location or name, or replace our CEO or CFO; (iii) consummate mergers or acquisitions; (iv) incur liens; or, (v) pay dividends or repurchase stock. The Loan Agreement contained customary events of default, any one of which would result in the right of the Lender to, among other things, accelerate all obligations under the Loan Agreement, set-off obligations under the Loan Agreement against any balances or deposits of ours held by the bank, or sell the Collateral.

     As of December 31, 2008, $5.4 million was outstanding under the Loan Agreement at an interest rate of 3.50% (the Lender’s announced prime rate as of that date plus 0.25%).

     On January 30, 2009, we delivered a compliance certificate to the Lender which set forth the details of our non-compliance with certain covenants under the Loan Agreement as of December 31, 2008. The Loan Agreement was terminated on February 5, 2009 and all outstanding balances were repaid in full with cash available on hand, and under the terms of the Loan Agreement and related note, we and certain of our subsidiaries satisfied all of our obligations under the Loan Agreement.

     In December 2008, we financed approximately $804,000 of insurance premiums payable in eleven equal monthly installments of approximately $75,000 each, including a finance charge of 5.65%. As of June 30, 2009, we had approximately $297,000 outstanding.

NOTE 9–COMMITMENTS AND CONTINGENCIES

Litigation

     From time to time, we become involved in various claims and lawsuits of a character normally incidental to our business. In our opinion, there are no legal proceedings pending against us or any of our subsidiaries that are reasonably expected to have a material adverse effect on our financial condition or on our results of operations.

NOTE 10–SEGMENT INFORMATION

     We currently operate in a single business segment. For the three and six months ended June 30, 2009, sales in the United States accounted for approximately 78% and 76% respectively, of net revenue, and international sales accounted for approximately 22% and 24%, respectively, of net revenue. For the three and six months ended June 30, 2008, sales in the United States accounted for approximately 77% and 76% respectively, of net revenue, and international sales accounted for approximately 23% and 24%, respectively, of net revenue.

     Net revenue by geographic location based on the location of customers was as follows (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
United States		$	11,184			$	14,451			$	15,824			$	28,467
International			3,133				4,212				5,087				9,237
		$	14,317			$	18,663			$	20,911			$	37,704

     Long-lived assets located outside of the United States at our foreign subsidiaries were $711,000 and $747,000 million as of June 30, 2009 and December 31, 2008, respectively.

NOTE 11—CONCENTRATIONS

     Revenue from our Waterlase systems, our principal product, comprised 57% and 52% of total net revenues for the three and six months ended June 30, 2009, respectively, and 61% and 61% of total net revenues, respectively, for the same periods in 2008. Revenue from our Diode systems comprised 22% and 20% of total revenue for the three and six months ended June 30, 2009, respectively, and 23% and 21%, for the same periods of 2008.

     Approximately 93% and 92% of our laser system and consumable products net revenue in the three and six months ended June 30, 2009 was generated through sales to HSIC worldwide. Approximately 72% and 68% of our laser system and consumable products net revenue in the three and six months ended June 30, 2008 was generated through sales to HSIC worldwide.

     We maintain our cash and cash equivalents accounts with established commercial banks. Through June 30, 2009, such cash deposits periodically exceeded the Federal Deposit Insurance Corporation insured limit of $250,000 per depository.

     Accounts receivable concentrations from HSIC worldwide and one international distributor totaled $1.2 million or 48% and $417,000 or 16% at June 30, 2009 respectively. Accounts receivable concentrations have resulted from sales to HSIC worldwide and one international distributor that totaled $523,000 and $765,000 or 14% and 20%, respectively, at December 31, 2008.

     We currently buy certain key components of our products from single suppliers. Although there are a limited number of manufacturers of these key components, management believes that other suppliers could provide similar key components on comparable terms. A change in suppliers, however, could cause a delay in manufacturing and a possible loss of sales, which would adversely affect consolidated operating results.

NOTE 12—COMPREHENSIVE INCOME (LOSS)

     Components of comprehensive income (loss) were as follows (in thousands):

		Three Months Ended June 30,								Six Months Ended June 30,
		2009				2008				2009				2008
Net income (loss)		$	2,330			$	622			$	(2,346	)		$	648
Other comprehensive income (loss) items:
Foreign currency translation adjustments			227				4				(91	)			61
Comprehensive income (loss)		$	2,557			$	626			$	(2,437	)		$	709

NOTE 13—INCOME TAXES

     In June 2006, the FASB issued FASB Interpretation Number FIN 48, Accounting for Uncertainty in Income Taxes, An Interpretation of FASB Statement No. 109 or FIN 48. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We adopted FIN 48 as of January 1, 2007, as required. We have elected to classify interest and penalties as a component of our income tax provision. As a result of the implementation of FIN 48, we recognized a $156,000 liability for unrecognized tax benefits, which was accounted for as an increase in the January 1, 2007 accumulated deficit balance. For the six months ended June 30, 2009, we recorded an increase of $3,000 in the liability for unrecognized tax benefits, including related estimates of penalties and interest as well as the lapse of a statute of limitations.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

     This Quarterly Report contains forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements pertaining to financial items, plans, strategies or objectives of management for future operations, our financial condition or prospects, and any other statement that is not historical fact, including any statement using terminology such as “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” “plan,” or the negativities of these terms or other comparable terminology. For all of the foregoing forward-looking statements, we claim the protection of the Private Securities Litigation Reform Act of 1995. These statements are only predictions and actual events or results may differ materially from our expectations for a number of reasons including those set forth under “Risk Factors” in Item 1A of this quarterly report and our Annual Report on Form 10-K for the year ended December 31, 2008. These forward-looking statements represent our judgment as of the date hereof. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

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

     The following discussion of our results of operations and financial condition should be read together with the unaudited consolidated financial statements and the notes to those statements included elsewhere in this report and our audited consolidated financial statements and the notes to those statements for the year ended December 31, 2008. This discussion may contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results anticipated in any forward-looking statements as a result of a variety of factors, including those discussed in “Risk Factors” in Item 1A of this quarterly report, in our Annual Report on Form 10-K for the year ended December 31, 2008, and elsewhere in this quarterly report.

Overview

     We are a medical technology company that develops, manufactures and markets lasers and related products focused on technologies for improved applications and procedures in dentistry and medicine. In particular, our principal products provide dental laser systems that allow dentists, periodontists, endodontists, oral surgeons and other specialists to perform a broad range of dental procedures, including cosmetic and complex surgical applications. Our systems are designed to provide clinically superior performance for many types of dental procedures, with less pain and faster recovery times than are generally achieved with drills, scalpels and other dental instruments. We have clearance from the U.S. Food and Drug Administration, or FDA, to market our laser systems in the United States and also have the necessary approvals to sell our laser systems in Canada, the European Union and certain other international markets.

     We offer two categories of laser system products: (i) Waterlase systems and (ii) Diode systems. Our flagship product category, the Waterlase system, uses a patented combination of water and laser to perform most procedures currently performed using dental drills, scalpels and other traditional dental instruments for cutting soft and hard tissue. We also offer our diode laser systems to perform soft tissue and cosmetic procedures, including tooth whitening.

     On August 8, 2006, we entered into a License and Distribution Agreement, or the Agreement, with Henry Schein, Inc., or HSIC, a large distributor of healthcare products to office-based practitioners, pursuant to which we granted HSIC the exclusive right to distribute our complete line of dental laser systems, accessories and services in the United States and Canada. The Agreement has an initial term of three years, following which it will automatically renew for an additional period of three years, provided that HSIC has achieved its minimum purchase requirements. Under the Agreement, HSIC was obligated to meet certain minimum purchase requirements and was entitled to receive incentive payments if certain purchase targets were achieved. If HSIC had not met the minimum purchase requirements at the midpoint of each of the first two three-year periods, we would have had the option, upon repayment of a portion of the license fee, to (i) shorten the remaining term of the agreement to one year, (ii) grant distribution rights held by HSIC to other persons (or distribute products ourselves), (iii) reduce certain discounts on products given to HSIC under the agreement and (iv) cease paying future incentive payments. We maintain the right to grant certain intellectual property rights to third parties, but by doing so may incur the obligation to refund a portion of the upfront license fee to HSIC.

     On May 9, 2007, we entered into an addendum with HSIC, effective as of April 1, 2007, which modified the License and Distribution Agreement to add the terms and conditions under which HSIC has the exclusive right to distribute our ezlase diode dental laser system in the United States and Canada. In the addendum, separate minimum purchase requirements were established for the ezlase system. If HSIC had not met the minimum purchase requirement for any 12-month period ending

on March 31, we would have had the option, upon 30 days written notice, to (i) convert ezlase distribution rights to a non-exclusive basis for a minimum period of one year, after which period we would have had the option to withdraw ezlase distribution rights, and (ii) reduce the distributor discount on ezlase products.

     On March 3, 2008, we entered into a second addendum with HSIC that modified the License and Distribution Agreement, as amended by the first addendum. Pursuant to the second addendum, HSIC was obligated to meet certain minimum purchase requirements and was entitled to receive incentive payments if certain purchase targets were achieved. If HSIC did not meet minimum purchase requirements, we would have had the option to (i) shorten the remaining term of the Agreement to one year, (ii) grant distribution rights held by HSIC to other persons (or distribute products ourselves), (iii) reduce certain discounts on products given to HSIC under the Agreement and (iv) cease paying future incentive payments. Additionally, under certain circumstances, if HSIC did not meet the minimum purchase requirements, we would have had the right to purchase back the exclusive distributor rights granted to HSIC under the Agreement. We also agreed to actively promote Henry Schein Financial Services as our exclusive leasing and financing partner.

     On December 23, 2008, we entered into a brief letter agreement with HSIC which amended the initial term of the License and Distribution Agreement to December 31, 2010.

     On February 27, 2009, we entered into a letter agreement with HSIC which amended the License and Distribution Agreement, as amended by the first and second addendums and the brief letter agreement. This letter agreement includes certain minimum purchase requirements during the initial fourteen-month term of the agreement. In connection with the initial purchase by HSIC made under the letter agreement, on March 13, 2009 we entered into a security agreement, or Security Agreement, with HSIC, granting to HSIC a security interest in our inventory, equipment, and other assets. Pursuant to the Security Agreement, the security interest granted shall be released upon products delivered to HSIC in respect of such initial purchase. HSIC also has the option to extend the term of the letter agreement for two additional one-year terms based on certain minimum purchase requirements. In addition, HSIC will become our distributor in certain international countries including Germany, Spain, Australia and New Zealand and will have first right of refusal in new international markets that we are interested in entering.

     We intend to augment the activities of HSIC in the United States and Canada with the efforts of our direct sales force; however, our future revenue will be largely dependent upon the efforts and success of HSIC in selling our products. Since September 1, 2006, nearly all of our domestic sales were made through HSIC and we expect this to continue for the foreseeable future. We cannot assure you that HSIC will devote sufficient resources to selling our products or, even if sufficient resources are directed to our products, that such efforts will be sufficient to increase net revenue.

Critical Accounting Estimates

     The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that affect the amounts reported. The following is a summary of those accounting policies that we believe are necessary to understand and evaluate our reported consolidated financial results.

     Revenue Recognition. Effective September 1, 2006, nearly all of our domestic sales are to HSIC; prior to this date, we sold our products directly to customers through our direct sales force. Internationally, we sell products primarily through distributors. We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104, Revenue Recognition, which requires that four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred and title and the risks and rewards of ownership have been transferred to our customer, or services have been rendered; (iii) the price is fixed or determinable; and (iv) collectibility is reasonably assured.

     We apply Emerging Issues Task Force, or EITF 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, which requires us to evaluate whether the separate deliverables in our arrangements can be unbundled in our revenue recognition. Sales of our laser systems include separate deliverables consisting of the product, disposables used with the laser systems, and training. For these sales, we apply the residual value method, which requires us to allocate to the delivered elements the total arrangement consideration less the fair value of the undelivered elements. Revenue attributable to the undelivered elements, primarily training, are included in deferred revenue when the product is shipped and are recognized when the related service is performed or upon expiration of time offered under the agreement.

     The key judgment related to our revenue recognition relates to the collectibility of payment from the customer. We evaluate the customer’s credit worthiness prior to the shipment of the product. Based on our assessment of the credit

information available to us, we may determine the credit risk is higher than normally acceptable, and we will either decline the purchase or defer the revenue until payment is reasonably assured.

     Although all sales are final, we accept returns of products in certain, limited circumstances and record a provision for sales returns based on historical experience concurrent with the recognition of revenue. The sales returns allowance is recorded as a reduction of accounts receivable and revenue.

     We recognize revenue for royalties under licensing agreements for our patented technology when the product using our technology is sold. We estimate and recognize the amount earned based on historical performance and current knowledge about the business operations of our licensees. Our estimates have been consistent with amounts historically reported by the licensees.

     We may offer sales incentives and promotions on our products. We apply EITF 01-09, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products), in determining the appropriate treatment of the related costs of these programs.

     Accounting for Stock-Based Payments. Effective January 1, 2006, we adopted the provisions of Financial Accounting Standard 123 (revised), Share-Based Payment, or FAS 123R, using the modified prospective transition method. Prior to the adoption of FAS 123R, we accounted for share-based payments to employees using the intrinsic value method under Accounting Principles Board Opinion No. 25, or APB 25, Accounting for Stock Issued to Employees, and the related interpretations. Under the provisions of APB 25, stock option awards were accounted for using fixed plan accounting whereby we recognized no compensation expense for stock option awards because the exercise price of options granted was equal to the fair value of the common stock at the date of grant. In March 2005, the SEC issued Staff Accounting Bulletin 107, or SAB 107, regarding the SEC Staff’s interpretation of FAS 123R, which provides the Staff’s views regarding interactions between FAS 123R and certain SEC rules and regulations and provides interpretations of the valuation of share-based payments for public companies. We have incorporated the provisions of SAB 107 in our adoption of FAS 123R.

     Under the modified prospective transition method, the provisions of FAS 123R apply to new awards and to awards outstanding on January 1, 2006 and subsequently modified, repurchased or cancelled. Under the modified prospective transition method, compensation expense recognized in 2006 includes compensation costs for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of FAS 123, and compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of FAS 123R.

     Valuation of Accounts Receivable. We maintain an allowance for uncollectible accounts receivable to estimate the risk of extending credit to customers. We evaluate our allowance for doubtful accounts based upon our knowledge of customers and their compliance with credit terms. The evaluation process includes a review of customers’ accounts on a regular basis which incorporates input from sales, service and finance personnel. The review process evaluates all account balances with amounts outstanding 60 days and other specific amounts for which information obtained indicates that the balance may be uncollectible. The allowance for doubtful accounts is adjusted based on such evaluation, with a corresponding provision included in general and administrative expenses. Account balances are charged off against the allowance when we feel it is probable the receivable will not be recovered. We do not have any off-balance-sheet credit exposure related to our customers.

     Valuation of Inventory. Inventory is valued at the lower of cost, determined using the first-in, first-out method, or market. We periodically evaluate the carrying value of inventory and maintain an allowance for excess and obsolete inventory to adjust the carrying value as necessary to the lower of cost or market. We evaluate quantities on hand, physical condition and technical functionality, as these characteristics may be impacted by anticipated customer demand for current products and new product introductions. Unfavorable changes in estimates of excess and obsolete inventory would result in an increase in cost of revenue and a decrease in gross profit.

     Valuation of Long-Lived Assets. Property, plant and equipment, and certain intangibles with finite lives are amortized over their useful lives. Useful lives are based on our estimate of the period that the assets will generate revenue or otherwise productively support our business goals. We monitor events and changes in circumstances which could indicate that the carrying balances of long-lived assets may exceed the undiscounted expected future cash flows from those assets. If such a condition were to exist, we would recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

     Valuation of Goodwill and Other Intangible Assets. Goodwill and other intangible assets with indefinite lives are not amortized but are tested for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. We conducted our annual impairment analysis of our goodwill and trade names as of June 30, 2009 and concluded there had been no impairment in trade names and no impairment in goodwill. We will closely monitor our stock price and market capitalization and will perform such analysis on a quarterly basis, if needed. If our stock price and market capitalization declines, we may need to impair our goodwill and other intangible assets.

     Warranty Cost. Waterlase systems sold are covered by a warranty against defects in material and workmanship for a period of one year while our ezlase system warranty period is up to two years. Estimated warranty expenses are recorded as an accrued liability, with a corresponding provision to cost of revenue. This estimate is recognized concurrent with the recognition of revenue. The accrual is based on our historical experience and our expectation of future conditions. An increase in warranty claims or in the costs associated with servicing those claims would result in an increase in the accrual and a decrease in gross profit.

     Litigation and Other Contingencies. We regularly evaluate our exposure to threatened or pending litigation and other business contingencies. Because of the uncertainties related to the amount of loss from litigation and other business contingencies, the recording of losses relating to such exposures requires significant judgment about the potential range of outcomes. As additional information about current or future litigation or other contingencies becomes available, we will assess whether such information warrants the recording of expense relating to contingencies. To be recorded as expense, a loss contingency must be both probable and reasonably estimable. If a loss contingency is material but is not both probable and estimable, we will disclose the matter in the notes to the consolidated financial statements.

     Income Taxes. Based upon our operating losses during 2008 and 2007 and the available evidence, management determined that it is more likely than not that the deferred tax assets as of June 30, 2009 will not be realized. In this determination, we considered factors such as our earnings history, future projected earnings and tax planning strategies. If sufficient evidence of our ability to generate sufficient future taxable income tax benefits becomes apparent, we may reduce our valuation allowance, resulting in tax benefits in our statement of operations and in additional paid-in-capital. Management evaluates the potential realization of our deferred tax assets and assesses the need for reducing the valuation allowance periodically.

     Off-Balance Sheet Arrangements. We have no off-balance sheet financing or contractual arrangements.

Results of Operations

     The following table presents certain data from our consolidated statements of operations expressed as percentages of revenue:

		Three Months Ended								Six Months Ended
Consolidated Statements of Operations Data:		June 30,								June 30,
		2009				2008				2009				2008
Net revenue			100.0	%			100.0	%			100.0	%			100.0	%
Cost of revenue			43.4				45.8				52.8				47.8
Gross profit			56.6				54.2				47.2				52.2
Operating expenses:
Sales and marketing			19.4				27.1				27.8				28.3
General and administrative			12.1				18.2				20.6				17.2
Engineering and development			7.8				6.8				10.5				7.2
Total operating expenses			39.3				52.1				58.9				52.7
Income (loss) from operations			17.3				2.1				(11.7	)			(0.5	)
Non-operating (loss) income, net			(0.8	)			1.1				0.8				2.3
Income (loss) before income tax provision			16.5				3.2				(10.9	)			1.8
Income tax provision (benefit)			0.2				(0.1	)			0.3				0.1
Net income (loss)			16.3	%			3.3	%			(11.2	)%			1.7	%

     The following table summarizes our net revenue by category (dollars in thousands):

		Three Months Ended June 30,																Six Months Ended June 30,
		2009								2008								2009								2008
Waterlase systems		$	8,193				57	%		$	11,382				61	%		$	10,948				53	%		$	22,977				61	%
Diode systems			3,163				22	%			4,238				22	%			4,202				20	%			7,887				21	%
Non-laser systems			2,531				18	%			2,175				12	%			4,856				23	%			4,968				13	%
Products and services			13,887				97	%			17,795				95	%			20,006				96	%			35,832				95	%
License fee and royalty			430				3	%			868				5	%			905				4	%			1,872				5	%
Net revenue		$	14,317				100	%		$	18,663				100	%		$	20,911				100	%		$	37,704				100	%

Three months ended June 30, 2009 and 2008

     Net Revenue. Net revenue for the three months ended June 30, 2009 was $14.3 million, a decrease of $4.4 million or 23% as compared with net revenue of $18.7 million for the three months ended June 30, 2008.

     Laser system net revenue decreased by approximately 27% in the quarter ended June 30, 2009 compared to the same quarter of 2008. Our Diode family of products decreased $1.1 million or 25% in the second quarter of 2009 compared to the same quarter of 2008. Sales of our Waterlase systems decreased $3.2 million or 28% in the quarter ended June 30, 2009 compared to the same period in 2008 due to weaker international performance as well as lower realized average selling prices on domestic sales.

     Non-laser system net revenue, which includes consumable products, as well as services revenues including advanced training programs, installation charges and extended service contracts, increased by approximately $356,000 or 16% for the three months ended June 30, 2009 as compared to the same period of 2008. Consumable products revenue increased $101,000 or 9% and services revenues increased $255,000 or 24% as compared to the same period of 2008.

     License fees and royalty revenue decreased $438,000 or 51% in the quarter ended June 30, 2009 compared to the same quarter of 2008. The 2008 period included amortization of the license fee from The Proctor & Gamble Company which was fully amortized as of December 31, 2008.

     Domestic revenues were $11.2 million, or 78% of net revenue, for the three months ended June 30, 2009 versus $14.5 million, or 77% of net revenue, for the three months ended June 30, 2008. International revenues for the quarter ended June

30, 2009 were $3.1 million, or 22% of net revenue, as compared with $4.2 million, or 23% of net revenue, for the quarter ended June 30, 2008.

     Gross Profit. Gross profit for the three months ended June 30, 2009 decreased by $2.0 million from $10.1 million to $8.1 million, but increased to 57% of net revenue as compared with 54% of net revenue for the three months ended June 30, 2008. The overall decrease in gross profit quarter over quarter was due to lower revenues. The improvement in the gross profit percent quarter over quarter was a result of significant cost reductions and increased profitability in training and service revenues.

     Operating Expenses. Operating expenses for the three months ended June 30, 2009 decreased by $4.1 million, or 42%, to $5.6 million as compared to $9.7 million for the three months ended June 30, 2008, and decreased as a percentage of net revenue to 39% from 52%. In late 2008 and continuing into 2009, we implemented significant cost reductions to help offset the negative impact of current economic conditions.

          Sales and Marketing Expense. Sales and marketing expenses for the three months ended June 30, 2009 decreased by $2.3 million, or approximately 45%, to $2.8 million, or 19% of net revenue, as compared with $5.1 million, or 27% of net revenue, for the three months ended June 30, 2008. Convention and seminars expenses decreased by $642,000, travel and entertainment expenses decreased by $323,000, commission expense decreased $154,000 and regional meeting and speaker related expenses decreased by $177,000 in the quarter ended June 30, 2009 compared with the same quarter of 2008. While we expect to continue investing in sales and marketing expenses and programs in order to grow our revenues, we believe it is likely that these expenses, excluding commissions, will decrease in 2009 in comparison to comparable periods in 2008.

          General and Administrative Expense. General and administrative expenses for the three months ended June 30, 2009 decreased by $1.7 million, or 49%, to $1.7 million, or 12% of net revenue, as compared with $3.4 million, or 18% of net revenue, for the three months ended June 30, 2008. The decrease in general and administrative expenses resulted primarily from decreased legal and consulting fees of $756,000, decreased payroll related expenses of $375,000 and a decrease in bad debt expense of $209,000. We believe that our general and administrative expenses are likely to decrease in future 2009 periods compared to the respective 2008 periods.

          Engineering and Development Expense. Engineering and development expenses for the three months ended June 30, 2009 decreased by $152,000, or 12%, to $1.1 million, or 8% of net revenue, as compared with $1.3 million, or 7% of net revenue, for the three months ended June 30, 2008. The decrease is primarily related to decreased payroll related expenses of $132,000. We expect to continue to invest in development projects and personnel in 2009, however, we expect the overall expense to decrease in 2009.

Non-Operating Income (Loss)  

     Gain on Foreign Currency Transactions. We recognized a $109,000 loss on foreign currency transactions for the three months ended June 30, 2009, compared to a $225,000 gain on foreign currency transactions for the three months ended June 30, 2008 due to the changes in exchange rates between the U.S. dollar and the Euro, the Australian dollar and the New Zealand dollar. As we have now transitioned most of our sales from our foreign subsidiaries to sales through distributors, the amount of inter-company transactions and related balances should be reduced in the future.

     Interest Income. Interest income resulted from interest earned on our cash and investments balances. Interest income for the three months ended June 30, 2009 was $2,000 as compared with $26,000 for the three months ended June 30, 2008. The decrease is the result of lower average cash balances during the 2009 period compared to the same period in 2008.

     Interest Expense. Interest expense consists primarily of interest on the financing of our business insurance premiums and interest on outstanding balances on our line of credit. Interest expense for the quarter ended June 30, 2009 was $12,000 as compared to $36,000 for the quarter ended June 30, 2008.

     Income Taxes. An income tax provision of $25,000 was recognized for the three months ended June 30, 2009 as compared with an income tax benefit of $21,000 for the three months ended June 30, 2008. As a result of the implementation of FIN 48, we recognized a $156,000 liability for unrecognized tax benefits, including related estimates of penalties and interest, which was accounted for as an increase in the January 1, 2007 accumulated deficit balance. For the three months

ended June 30, 2009 and 2008, we recorded an increase of $1,000 and a decrease of $60,000, respectively, in the liability for unrecognized tax benefits, including related estimates of penalties and interest. As of June 30, 2009, we have a valuation allowance against our net deferred tax assets, excluding foreign operations, in the amount of $29 million. Based upon our operating losses and the weight of the available evidence, management believes it is more likely than not that we will not realize all of these deferred tax assets.

Six months ended June 30, 2009 and 2008

     Net Revenue. Net revenue for the six months ended June 30, 2009 was $20.9 million, a decrease of $16.8 million or 45% as compared with net revenue of $37.7 million for the six months ended June 30, 2008.

     Laser system net revenue decreased by approximately 51% in the six months ended June 30, 2009 compared to the same period of 2008. Sales of our Waterlase systems decreased $12 million or 52% in the six months ended June 30, 2009 compared to the same period in 2008. Our Diode family of products decreased $3.7 million or 47% in the six months ended June 30, 2009 compared to the same period of 2008. We feel the continued adverse worldwide economic environment has been a significant cause for the decreased sales as dentists may be delaying their decisions to purchase higher priced capital equipment.

     Non-laser system net revenue decreased by approximately $112,000 or 2% for the six months ended June 30, 2009 as compared to the same period of 2008. Consumable products revenue increased $293,000 or 13% and services revenues decreased $405,000 or 14%.

     License fees and royalty revenue decreased approximately $967,000 to $905,000 in the six months ended June 30, 2009 compared to $1.9 million in the same period of 2008. The 2008 period included amortization of the license fee from The Proctor & Gamble Company which was fully amortized as of December 31, 2008.

     Domestic revenues were $15.8 million, or 76% of net revenue, for the six months ended June 30, 2009 versus $28.5 million, or 76% of net revenue, for the six months ended June 30, 2008. International revenues for the six months ended June 30, 2009 were $5.1 million, or 24% of net revenue, as compared with $9.2 million, or 24% of net revenue, for the six months ended June 30, 2008.

     Gross Profit. Gross profit for the six months ended June 30, 2009 decreased by $9.8 million to $9.9 million, or 47% of net revenue, as compared with gross profit of $19.7 million, or 52% of net revenue, for the six months ended June 30, 2008. The decrease was due largely to a one-time write down of inventories related to the international subsidiary closures, excess inventory created from a sales mix shift toward the new Waterlase MD Turbo ^™ and the ezlase diode laser, lower volume, lower average net pricing and promotion costs being spread over fewer units and a decrease in licensing and royalty revenues. These expenses were partially offset by our cost reductions implemented in late 2008.

     Operating Expenses. Operating expenses for the six months ended June 30, 2009 decreased by $7.6 million or 38%, to $12.3 million as compared to $19.9 million for the six months ended June 30, 2008 but increased as a percentage of net revenue to 59% from 53% on lower net revenue from period to period. In late 2008 and continuing into 2009, we implemented significant cost reductions to help offset the negative impact of current economic conditions.

          Sales and Marketing Expense. Sales and marketing expenses for the six months ended June 30, 2009 decreased by $4.8 million, or approximately 45%, to $5.8 million, or 28% of net revenue, as compared with $10.7 million, or 28% of net revenue, for the six months ended June 30, 2008. Major factors contributing to the reduction were a decrease in convention and seminars expenses by $1.4 million, decreased travel and entertainment expenses by $680,000, a commission expense decrease of $543,000 and a decrease in regional meeting and speaker related expenses by $775,000 in the six months ended June 30, 2009 compared with the same period of 2008. While we expect to continue investing in sales and marketing expenses and programs in order to grow our revenues, we believe it is likely that these expenses, excluding commissions, will decrease in 2009 in comparison to comparable periods in 2008.

          General and Administrative Expense. General and administrative expenses for the six months ended June 30, 2009 decreased by $2.2 million, or 34%, to $4.3 million, as compared with $6.5 million for the six months ended June 30, 2008, but increased as a percentage of net revenue to 21% from 17% on lower net revenue from period to period. The decrease in general and administrative expenses resulted primarily from decreased legal and consulting fees of $1.3 million, decreased audit fees of $148,000, decreased payroll related expenses of $509,000 and a decrease in bad debt expense of $97,000. These decreases were partially offset by an increase in severance costs related to the termination of our CEO and reducing our foreign subsidiary operations. We believe that our general and administrative expenses are likely to decrease in future 2009 periods compared to the respective 2008 periods.

          Engineering and Development Expense. Engineering and development expenses for the six months ended June 30, 2009 decreased by $530,000, or 19%, to $2.2 million, or 11% of net revenue, as compared with $2.7 million, or 7% of net revenue, for the six months ended June 30, 2008. The decrease is primarily related to a reduction in consulting and payroll related expenses of $178,000 and a reduction in intangible asset amortization expense of $109,000. We expect to continue to invest in development projects and personnel in 2009, however, we expect the overall expense to decrease in 2009.

Non-Operating Income (Loss)  

     Gain on Foreign Currency Transactions. We recognized a $206,000 gain on foreign currency transactions for the six months ended June 30, 2009, compared to a $841,000 gain on foreign currency transactions for the six months ended June 30, 2008 due to the changes in exchange rates between the U.S. dollar and the Euro, the Australian dollar and the New Zealand dollar. As we have now transitioned most of our sales from our foreign subsidiaries to sales through distributors, the amount of inter-company transactions and related balances should be reduced in the future.

     Interest Income. Interest income resulted from interest earned on our cash and investments balances. Interest income for the six months ended June 30, 2009 was $3,000 as compared with $84,000 for the six months ended June 30, 2008. The decrease is the result of lower average cash balances during the 2009 period compared to the same period in 2008.

     Interest Expense. Interest expense consists primarily of interest on the financing of our business insurance premiums and interest on outstanding balances on our line of credit. Interest expense for the six months ended June 30, 2009 was $42,000 as compared to $60,000 for the six months ended June 30, 2008.

     Income Taxes. An income tax provision of $58,000 was recognized for the six months ended June 30, 2009 as compared with $42,000 for the six months ended June 30, 2008. As a result of the implementation of FIN 48, we recognized a $156,000 liability for unrecognized tax benefits, including related estimates of penalties and interest, which was accounted for as an increase in the January 1, 2007 accumulated deficit balance. For the six months ended June 30, 2009 and 2008, we recorded an increase of $3,000 and a decrease of $46,000, respectively, in the liability for unrecognized tax benefits, including related estimates of penalties and interest. As of June 30, 2009, we have a valuation allowance against our net deferred tax assets, excluding foreign operations, in the amount of $29 million. Based upon our operating losses and the weight of the available evidence, management believes it is more likely than not that we will not realize all of these deferred tax assets.

Liquidity and Capital Resources

     We believe we currently possess sufficient resources to meet the cash requirements of our operations for at least the next year, provided that the February 27, 2009 letter agreement with Henry Schein, Inc., or HSIC, is extended past March 31, 2010 as set forth below. Our basis for this is the following.

•

Beginning in the fourth quarter of 2008, we implemented substantial cost reduction measures including the reduction of employment and expenses throughout all functional areas of our business. We have reduced our headcount from approximately 234 at September 30, 2008 to approximately 150 as of June 30, 2009.

•

On February 27, 2009, we entered into a letter agreement with HSIC amending the term of the License and Distribution Agreement through March 31, 2010. Included in this letter agreement are minimum purchase requirements of approximately $42.7 million over the initial fourteen-month term starting in February 2009. Additionally, the letter agreement contains guaranteed bi-monthly minimum purchases of our lasers and associated equipment. The letter agreement can be extended for two additional optional twelve month terms

and which require escalation purchase minimums of between 7.5 percent and 20 percent over actual or minimum sales, whichever is greater.

•

During the first quarter of 2009, we made the decision to begin the transition of sales in countries served by our foreign subsidiaries located in Germany, Spain, Australia and New Zealand from direct to distributor. As part of the letter agreement with HSIC, HSIC will become our distributor in each of these countries as well as in additional foreign countries currently and in the future. As a result of these developments, we have reduced the operations of our foreign subsidiaries which had been recording significant losses since being established to sell direct in those countries in 2006.

•

We continue to review our inventory levels and plan to reduce the levels to more historical year end amounts. The letter agreement with HSIC will allow us to better forecast our inventory needs and not having significant inventory located at our foreign subsidiaries will help in this objective.

     Although we believe that we will have sufficient resources to meet our obligations and sustain our operations during the next twelve months, there can be no assurance that the resources we believe will be available will prove to be available or sufficient, or that additional resources will be available if necessary to fund our operations. We are substantially dependent on our major distributor and the continued performance of this distributor to make committed purchases of our products and associated consumables under our distribution agreement with HSIC (as amended), and the receipt of cash in connection with those purchases, is essential to our liquidity. At HSIC’s option, the February 27, 2009 letter agreement with HSIC can be extended for two additional twelve month terms, which require certain purchase minimum escalations between 7.5 percent and 20 percent over actual or minimum sales, whichever is greater. There can be no guarantee that HSIC will elect to extend the February 27, 2009 agreement past March 31, 2010 and preserve our liquidity position. In addition, we presently do not have any debt financing in place with a bank or other financial institution. The absence of such debt financing availability could adversely impact our operations. Our obligations and operating requirements may require us to seek additional funding through public or private equity or debt financing, and we have no commitments for financing of any kind at this time. There can be no assurance that we will be able to obtain requisite financing if necessary to fund existing obligations and operating requirements on acceptable terms or at all.

     At June 30, 2009, we had approximately $4.0 million in net working capital, a decrease of $1.0 million from $5.0 million at December 31, 2008. Our principal sources of liquidity at June 30, 2009 consisted of our cash and cash equivalents balance of $3.5 million.

     On September 28, 2006, we entered into a Loan and Security Agreement, or the Loan Agreement with Comerica Bank or the Lender, which replaced the loan agreement previously held with Bank of the West. Under the Loan Agreement, the Lender agreed to extend a revolving loan, the Revolving Line, to us in the maximum principal amount of $10.0 million. Advances under the Revolving Line could not exceed the lesser of $10.0 million or the Borrowing Base (80% of eligible accounts receivable and 35% of eligible inventory), less any amounts outstanding under letters of credit or foreign exchange contract reserves. Notwithstanding the foregoing, advances of up to $6.0 million could be made without regard to the Borrowing Base. On October 5, 2007, we entered into an amendment to the Loan Agreement which extended the agreement for an additional year. The entire unpaid principal amount plus any accrued but unpaid interest and all other amounts due under the Loan Agreement would have been due and payable in full on September 28, 2009, or the Maturity Date, but could have been extended by us for an additional year upon Lender approval. Our obligations under the Loan Agreement bore interest on the outstanding daily balance thereof at one of the following rates, to be selected by us: (i) LIBOR plus 2.50%, or (ii) prime rate, as announced by the Lender, plus 0.25%. As security for the payment and performance of our obligations under the Loan Agreement, we granted the Lender a first priority security interest in existing and later-acquired Collateral (as defined in the Loan Agreement, and which excludes intellectual property). Certain of our subsidiaries had entered into unconditional guaranties, dated as of September 28, 2006, pursuant to which such subsidiaries had guaranteed the payment and performance of our obligations under the Loan Agreement.

     The Loan Agreement required compliance with certain financial covenants, including: (i) minimum effective tangible net worth; (ii) maximum leverage ratio; (iii) minimum cash amount at Lender of $6.0 million; and (iv) minimum liquidity ratio. The Loan Agreement also contained covenants that required Lender’s prior written consent for us, among other things, to: (i) transfer any part of its business or property; (ii) make any changes in our location or name, or replace our CEO or CFO; (iii) consummate mergers or acquisitions; (iv) incur liens; or, (v) pay dividends or repurchase stock. The Loan Agreement contained customary events of default, any one of which would result in the right of the Lender to, among other things, accelerate all obligations under the Loan Agreement, set-off obligations under the Loan Agreement against any balances or deposits of ours held by the bank, or sell the Collateral.

     On January 30, 2009, we delivered a compliance certificate to the Lender which set forth non-compliance with certain covenants under the Loan Agreement as of December 31, 2008. The loan agreement was terminated on February 5, 2009 and all outstanding balances were repaid in full with cash available on hand, and under the terms of the Loan Agreement and related note, we and certain of our subsidiaries satisfied all of our obligations under the Loan Agreement.

     We are currently pursuing other credit facilities that do not contain the cash deposit requirements set forth in the Comerica Loan Agreement; however, we cannot guarantee that we will be able to obtain such a line, or otherwise obtain additional financing to support our working capital needs.

     For the six months ended June 30, 2009, our operating activities used cash of approximately $2.0 million, compared to cash provided of $3.5 million for the six months ended June 30, 2008. The most significant changes in operating assets and liabilities for the six months ended June 30, 2009 as reported in our consolidated statements of cash flows were decreases of $1.3 million in accounts receivable (before the change in allowance for doubtful accounts), $2.4 million in inventory and $5.0 million in accrued liabilities and accounts payable.

     In December 2008, we financed approximately $804,000 of insurance premiums payable in eleven equal monthly installments of approximately $75,000 each, including a finance charge of 5.65%. On January 10, 2006, we entered into a five-year facility lease with initial monthly installments of $39,000 and annual adjustments over the lease term. These amounts are included in the outstanding obligations as of June 30, 2009 listed below.

     The following table presents our expected cash requirements for contractual obligations outstanding as of June 30, 2009 for the years ending as indicated below (in thousands):

		Less Than				1 to 3				3 to 5				More Than
		1 Year				Years				Years				5 years				Total
Operating leases		$	528			$	496			$	—			$	—			$	1,024
SurgiLight agreement			50				—				—				—				50
Insurance premium financing			297				—				—				—				297
Total		$	875			$	496			$	—			$	—			$	1,371

     In January 2008, Jake St. Philip was appointed our Chief Executive Officer. On March 5, 2009, Mr. St. Philip resigned as our Chief Executive Officer and as a director of our Board of Directors. On March 10, 2009, we entered into a Separation and General Release Agreement, or the Separation Agreement, with Mr. St. Philip. Pursuant to the Separation Agreement, we agreed to pay Mr. St. Philip a severance payment of $350,000 of which half was paid on May 9, 2009 and half will be paid in twelve consecutive equal monthly installments commencing on June 1, 2009. In addition, we agreed to pay COBRA premiums on his behalf for twelve months. The Separation Agreement superseded the employment agreement we had with Mr. St. Philip dated January 2, 2008.

     On April 30, 2008, we appointed David M. Mulder as Chief Financial Officer. Mr. Mulder has an employment agreement that obligates us to pay him severance benefits under certain conditions, including termination without cause and resignation with good reason. In the event Mr. Mulder is terminated by us without cause or he resigns with good reason, the total severance benefits payable would be approximately $255,000 based on compensation in effect as of April 30, 2008, the date Mr. Mulder was appointed as our then current Chief Financial Officer. On March 5, 2009, Mr. Mulder was appointed Chief Executive Officer and appointed to our Board of Directors. On April 3, 2009, we modified the financial terms of Mr. Mulder’s employment with us, in connection with his appointment to the position of Chief Executive Officer. Under the new terms of Mr. Mulder’s employment, in the event he is terminated by us without cause or he resigns with good reason, we agreed to pay Mr. Mulder his base salary then in effect (or $250,000, his new base salary as modified on April 3, 2009) payable in twenty-four equal semi-monthly installments. In addition, we agreed to pay Mr. Mulder’s COBRA premiums for twelve months.

     On July 14, 2009, we appointed Brett L. Scott as Chief Financial Officer. Mr. Scott has an employment agreement that obligates us to pay him severance benefits under certain conditions, including termination without cause and resignation with good reason. In the event Mr. Scott is terminated by us without cause or he resigns with good reason, the total severance benefits payable would be approximately $100,000 based on compensation in effect as of July 14, 2009. In addition, we agreed to pay Mr. Scott’s COBRA premiums for six months.

     In addition to Mr. Mulder and Mr. Scott, certain other members of management are entitled to severance benefits payable upon termination following a change in control, which would approximate $2.0 million. Also, we have agreements with certain employees to pay bonuses based on targeted performance criteria.

     In addition to the amounts shown in the table above, $108,000 of unrecognized tax benefits have been recorded as liabilities in accordance with FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, An Interpretation of FASB Statement No. 109 or FIN 48, and we are uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential penalties and interest of $22,000 and $20,000, respectively, at June 30, 2009.

     Our capital requirements will depend on many factors, including, among other things, the effects of any acquisitions we may pursue as well as the rate at which our business grows, with corresponding demands for working capital and manufacturing capacity. We could be required or may elect to seek additional funding through public or private equity or debt financing. However, a credit facility, or additional funds through public or private equity or other debt financing, may not be available on terms acceptable to us or at all.

Recent Accounting Pronouncements

     See Note 2 of the Notes to Consolidated Financial Statements (Unaudited) included in this report for a discussion on recent accounting pronouncements.

ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We generate a portion of our net revenue from the sale of products outside the United States. Our sales from our international subsidiaries are denominated in their local currencies, and our sales in other international markets are denominated in U.S. dollars. As we do not engage in hedging transactions to offset foreign currency fluctuations, we are at risk for changes in the value of the dollar relative to the value of the foreign currency. An increase in the relative value of the dollar would lead to less income from sales denominated in foreign currencies unless we increase prices, which may not be possible due to competitive conditions in the respective foreign territories. Conversely, a decrease in the relative value of the dollar would lead to more income from sales denominated in foreign currencies. Additionally, we are obligated to pay expenses relating to international subsidiaries in their respective local currencies. Thus, we are also at risk for changes in the value of the dollar relative to the foreign currency with respect to our obligation to pay expenses relating to our international subsidiaries’ operations. An increase in the value of the dollar relative to the foreign currencies would reduce the expenses associated with the operations of our international subsidiaries’ facilities, whereas a decrease in the relative value of the dollar would increase the cost associated with the operations of our international subsidiaries’ facilities. As we have now transitioned most of our sales from through our foreign subsidiaries to sales through distributors, transactions not denominated in U.S. dollars should be reduced in the future.

     Through February 5, 2009, we had a line of credit which bore interest at rates based on the Prime Rate or LIBOR. At December 31, 2008, $5.4 million was outstanding under the line of credit at a rate of 3.5%. The line of credit was terminated on February 5, 2009 and the balance was repaid in full.

     Our primary objective in managing our cash balances has been preservation of principal and maintenance of liquidity to meet our operating needs. Most of our excess cash balances are invested in money market accounts in which there is minimal interest rate risk.

ITEM 4.		CONTROLS AND PROCEDURES.

     Disclosure Controls and Procedures  

     Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2009. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2009.

     Changes in Internal Control over Financial Reporting  

     In our Annual Report on Form 10-K for the year ended December 31, 2008, we disclosed management’s assessment that our internal control over financial reporting contained no material weaknesses. No change in internal control over

financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) occurred in 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION.

ITEM 1.		LEGAL PROCEEDINGS.

     From time to time, we become involved in various claims and lawsuits of a character normally incidental to our business. In our opinion, there are no legal proceedings pending against us or any of our subsidiaries that are reasonably expected to have a material adverse effect on our financial condition or on our results of operations.

ITEM 1A.		RISK FACTORS.

     Our business, financial condition, and results of operations can be impacted by a number of risk factors, any one of which could cause our actual results to vary materially from recent results or from our anticipated future results. The discussion of our business and operations should be read together with the risk factors below and those contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 which was filed with the SEC and describes the various risks and uncertainties to which we are or may be subject. Any of these risks could materially and adversely affect our business, financial condition and results of operations, which in turn could materially and adversely affect the price of our common stock or other securities. You must not construe the following statements as an exhaustive list of risks we face.

     The risk factors set forth below, captioned in bold and italic typeface, supersede the risk factors set forth under the identical caption contained in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and otherwise compliment those remaining risk factors previously disclosed in such Annual Report.

The general slowdown of the economy and uncertainties in the global financial markets, our reliance on a primary distributor, and our lack of financing may adversely affect our liquidity, operating results, and financial condition.

     We are substantially dependent on our major distributor. The continued performance of this distributor to renew and extend its firm commitment to make committed purchases of our products and associated consumables under a February 27, 2009 letter agreement amending our distribution agreement, and the receipt of cash in connection with those purchases, is critical to our liquidity at this time. We presently do not have any debt financing in place with a bank or other financial institution. As part of the February 2009 agreement, the distributor made an immediate initial purchase and agreed to make subsequent bi-monthly minimum purchases through March 31, 2010. Based upon these purchases, and based upon the general economic slowdown, we believe that the distributor’s inventory of our products has increased above historical levels, and this increase could be a factor in the distributor’s decision whether to extend our distribution agreement beyond March 31, 2010. If the distributor decided not to extend the agreement beyond March 2010 for the first of two additional twelve month renewal periods, such a decision combined with an absence of debt financing availability, could seriously and adversely impact our operations.

     In the event our major distributor elects not to extend our distribution agreement beyond March 31, 2010, we would be forced to seek alternative channels for the sales of our products, including but not limited to establishing an alternative major distributor relationship, a series of small distributor relationships, selling directly to customers through a direct sales force, or a combination thereof. To the extent that the former distributor held inventory of our products, the distributor would likely look to significantly reduce such inventory, and could possibly decide to compete aggressively with us in sales to new customers following the end of this distribution relationship, until such time as the former distributor’s inventory of our products was exhausted. There can be no assurances that we would be able to compete effectively and profitably with the former distributor during this period on price and other terms, while the former distributor attempted to reduce, and possibly even seek to rapidly liquidate, its inventory of our products.

     Our obligations and operating requirements may require us to seek additional funding through public or private equity or debt financing, and we have no commitments for financing of any kind at this time. We may not be able to obtain requisite financing if necessary to fund existing obligations and operating requirements on acceptable terms or at all.

     Our business is sensitive to changes in general economic conditions. Financial markets inside the United States and internationally have experienced extreme disruption in recent months, including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability and declining valuations of investments. These disruptions are likely to have an ongoing adverse effect on the world economy. A continuing economic downturn and financial market disruptions may:

	•		reduce demand for our products and services, increase order cancellations and result in longer sales cycles and slower adoption of new technologies;
	•		increase the difficulty of collecting accounts receivable and the risk of excess and obsolete inventories;
	•		increase price competition in our served markets;
	•		result in supply interruptions, which could disrupt our ability to produce our products.

ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     On May 20, 2009, we held our 2009 Annual Meeting of Stockholders to vote on two proposals. The number of shares entitled to vote was 24,244,201. The number of shares represented in person or by proxy was 21,229,759.

The following are the voting results for the proposals:

PROPOSAL 1: Election of seven directors to serve until our next annual meeting of stockholders.

		Number of Votes
Robert M. Anderton
For			13,230,617
Against			7,758,470
Abstain			240,672
Total			21,229,759
George V. d’Arbeloff
For			13,157,712
Against			7,830,296
Abstain			241,751
Total			21,229,759
Daniel S. Durrie
For			13,240,008
Against			7,746,484
Abstain			243,267
Total			21,229,759
Neil J. Laird
For			13,012,570
Against			7,972,302
Abstain			244,887
Total			21,229,759
James R. Largent
For			13,117,542
Against			7,864,266
Abstain			247,951
Total			21,229,759
Federico Pignatelli
For			18,328,538
Against			2,752,021
Abstain			149,200
Total			21,229,759

		Number of Votes
David M. Mulder
For			19,616,441
Against			1,371,744
Abstain			241,574
Total			21,229,759

PROPOSAL 2: To ratify the appointment of BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009.

		Number of Votes
For			19,876,495
Against			961,022
Abstain			392,242
Total votes			21,229,759

ITEM 6.		EXHIBITS

Exhibit No.				Description
	10.1			Letter Agreement, dated April 3, 2009, by and between the Registrant and David M. Mulder (“Mr. Mulder”), amending that certain Employment Agreement, dated April 29, 2008, by and between the Registrant and Mr. Mulder (as amended by that certain Letter Agreement, dated March 4, 2009, by and between the Registrant and Mr. Mulder).
	31.1			Certification of David M. Mulder pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
	31.2			Certification of Brett L. Scott pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
	32.1			Certification of David M. Mulder pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2			Certification of Brett L. Scott pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

Dated: August 7, 2009

EXHIBIT INDEX

Exhibit No.				Description
	10.1			Letter Agreement, dated April 3, 2009, by and between the Registrant and David M. Mulder (“Mr. Mulder”), amending that certain Employment Agreement, dated April 29, 2008, by and between the Registrant and Mr. Mulder (as amended by that certain Letter Agreement, dated March 4, 2009, by and between the Registrant and Mr. Mulder).
	31.1			Certification of David M. Mulder pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
	31.2			Certification of Brett L. Scott pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
	32.1			Certification of David M. Mulder pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2			Certification of Brett L. Scott pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.