Note 9.9. Income Taxes

The Company ~~historically calculated~~calculates the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to ~~“ordinary”~~“ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. When applicable, the year-to-date tax provision reflects adjustments from discrete tax items. ~~However, for~~In the ~~fiscal three-~~quarter ended December 31, 2016, the Company adopted the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. As a result of the adoption of the ASU No. 2016-09, the six months ended June 30, 2017 tax provision includes the discrete accounting of the net tax benefit of excess compensation cost (“windfalls”). In the periods prior to the adoption of ASU No. 2016-09, the tax benefit of windfalls and ~~six-month periods~~tax deficiencies (“shortfalls”) were recorded in equity to the extent of previous windfalls, and then to the income statement.

For the six month period ended June 30, 2016, the Company used a discrete effective tax rate method to calculate the provision for income taxes. The Company determined that since small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the fiscal ~~three- and~~ six-month ~~periods~~period ended June 30, 2016.

The Company’s income tax expense of $59,000 and income tax benefit of $59,000 for the three and six months ended June 30, 2017, respectively, related primarily to the Company’s U.S. and non-U.S. operations based on the annual effective tax rate method. In addition, it included a tax benefit for excess tax deductions of approximately $59,000 and $110,000 recorded discretely in the three and six months ended June 30, 2017, respectively. The Company’s income tax ~~provision~~expense for the three and six months ended June 30, 2016 was $30,000 and ~~2015 relates~~$54,000, respectively, and related primarily to income taxes of the Company’s non-U.S. operations. The Company’s U.S. operation continue to be in a loss position and the Company maintains a 100% valuation allowance against its U.S. deferred tax assets. For the three and six months ended June 30, 2016, the Company’s income tax provision was $30,000 and $54,000, compared to $53,000 and $103,000 for the same periods in 2015. These decreases in the income tax provision were due primarily to certain tax benefits recorded discretely for the three and six months ended June 30, 2016.

The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. As of June 30, ~~2016,~~2017, and December 31, ~~2015,~~2016, the Company had a 100% valuation allowance against its U.S. deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence giving greater weight to its recent cumulative losses and lesser weight to its projected financial results due to the subjectivity involved in forecasting future periods. The Company also considered, commensurate with its objective verifiability, the forecast of future taxable income including the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies.

Note ~~10.~~10. Commitments and Contingencies

Th~~Litigation and Litigation Settlements~~

On February 11, 2016, Kendall Jenner and Kendall Jenner Inc. (“Plaintiffs”), filed a lawsuit against the Company in the U.S. District Court, Central District of California, alleging trademark infringement, false endorsement and violation of Jenner’s right of publicity. The claims arose out of alleged advertising referring to news articles describing Jenner’s blog posting regarding her use of Cutera’s Laser Genesis treatment for her acne. In the quarter ended June 30, 2016, the Company settled this litigation for an amount that, pursuant to the terms of the settlement, is confidential. There are no ongoing costs or expenses associated with the litigation or the settlement.

~~The~~e Company is named from time to time as a party to product liability, contractual lawsuits and other general corporate matters in the normal course of ~~business.The~~business. The Company routinely assesses the likelihood of any adverse judgments or outcomes related to legal matters and claims, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is made after analysis of each known issue, historical experience, whether it is more likely than not that the Company shall incur a loss, and whether the loss is estimable.

The Company is not currently a party to any material legal proceedings.

Note 11. Subsequent Events

On May 2, 2017, the Company entered into a new building lease with the intent to relocate its corporate headquarters to a new facility in Fremont, California. On July 6, 2017, the Company terminated this lease in return for a lump sum receipt from the lessor of $4.0 million. In conjunction with this lease termination, the Company cancelled a standby letter of credit that it had provided to the landlord as a security deposit, which removed all restrictions on $2.3 million of investments that were used to secure the standby letter of credit and recorded as “Restricted investments” in the balance sheet as of June 30, 2017. Simultaneously with the execution of the lease termination, the Company entered into an amendment to its existing lease agreement for the Company to maintain its corporate headquarters in its current facility in Brisbane, California. This amendment extends the term of the lease from December 31, 2017 to January 31, 2023.

As of June 30, ~~2016 and December 31, 2015,~~2017, the Company had $3.1 million remaining under its Stock Repurchase Program. On July 28, 2017, the Company’s Board of Directors approved an ~~immaterial accrual forlegal matters and claims and did not expect~~additional $25 million to ~~incur any material costs beyond~~be added to the ~~amounts accrued.~~program.

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ITEM2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Caution Regarding Forward-Looking Statements

The following discussion should be read in conjunction with the attached Condensed Consolidated Financial Statements and notes thereto, and with our audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015 as contained in our annual reportThis Quarterly Report on Form ~~10-K filed with the SEC on March 15, 2016. This quarterly report, including the following sections,~~10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of ~~1995. Throughout this report, and particularly in this Item 2, the~~1995 provides a “safe harbor” for certain forward-looking statements are based upon our current expectations, estimates and projections and reflect our beliefs and assumptions based upon information available to us at the date of this report. In some cases, you can identify these statements bystatements. The words ~~such as “may,~~“believe,” ~~“might,~~“potential,” ~~“will,~~“forecast,” “project,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” ~~“expects,~~“would,” ~~“plans,~~“could,” ~~“anticipates,~~“may,” ~~“believes,~~“estimate,” ~~“estimates,” “predicts,” “potential”~~“project” or ~~“continue,” and~~ other similar ~~terms. These forward-looking statements~~expressions are ~~not guarantees of future performance and are subject~~intended to ~~risks, uncertainties, and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the~~identify forward-looking statements. These forward-looking statements ~~include, but~~ are ~~not limited to, statements relating to~~based on our current expectations and beliefs concerning future ~~financial performance, the ability to grow~~developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our ~~business, increase~~expectations for future revenues and operating results are based on our ~~revenue, manage expenses, generate additional cash, achieve and maintain profitability, develop and commercialize~~forecasts for our existing ~~and new products and applications, and improve the performance of our worldwide sales and distribution network, and the outlook regarding long term prospects.~~operations. These forward-looking statements involve significant risks and ~~uncertainties. The cautionary statements set forth below~~uncertainties (some of which are beyond our control) and ~~those contained in Part II, Item 1A – “Risk Factors” commencing~~assumptions. They are subject to change based on ~~page~~21~~identify important~~various factors, including but not limited to the risks and uncertainties summarized below:

	●	changes in our common stock price;
	●	changes in our profitability;
	●	regulatory activities and announcements, including the failure to obtain regulatory approvals for our new products;
	●	effectiveness of our internal controls over financial reporting;
	●	fluctuations in future quarterly operating results;
	●	failure to comply with, or changes in, laws, regulations or administrative practices affecting government regulation of our products, including, but not limited to, United States (“U.S.”) Food and Drug Administration (“FDA”) laws and regulations;
	●	failure to establish, expand or maintain market acceptance or payment for the purchase of our products;
	●	failure to maintain the current regulatory approvals for our indications;
	●	unfavorable results from clinical studies;
	●	variations in sales and operating expenses relative to estimates;
	●	our dependence on certain suppliers and manufacturers to provide certain materials, components and contract services necessary for the production of our products;
	●	product liability-related losses and costs;
	●	protection, expiration and validity of our intellectual property;
	●	changes in technology, including the development of superior or alternative technology or devices by competitors;
	●	failure to comply with applicable domestic laws and regulations, including federal and state privacy and security laws and regulations;
	●	failure to comply with foreign law and regulations;
	●	international operational and economic risks and concerns;
	●	failure to attract or retain key personnel;
	●	losses or costs from pending or future lawsuits and governmental investigations;
	●	changes in accounting rules that adversely affect the characterization of our consolidated results of income, financial position or cash flows;
	●	changes in customer spending patterns;
	●	continued volatility in the global market and worldwide economic conditions;
	●	changes in tax laws or exposure to additional income tax liabilities; and
	●	weather or natural disasters that interrupt our business operations or the business operations of our customers.

Other factors that could cause our actual results to differ ~~materially~~ from ~~those predicted~~our projected results are described in ~~any such forward-looking statements. We caution you~~(1) “Part II, Item 1A. Risk Factors” and elsewhere in this Form 10-Q, (2) our Annual Report on Form 10-K for the period ended December 31, 2016 (“2016 Form 10-K”), (3) our reports and registration statements filed and furnished from time to time with the U.S. Securities and Exchange Commission (“SEC”) and (4) other announcements we make from time to time.

Readers are cautioned not to place undue reliance on ~~these~~ forward-looking statements, which ~~reflect management’s analysis and expectations~~speak only as of the date ~~of this report.~~hereof. We undertake no obligation to update or revise any forward-looking statements ~~to reflect events or circumstances occurring~~ after the date they are made, whether as a result of new information, future events or otherwise. You should read the following discussion and analysis in conjunction with our unaudited consolidated financial statements and related notes included elsewhere in this report. Operating results for the twenty-six weeks ended June 30, 2017 are not necessarily indicative of future results, including the full fiscal year. You should also refer to our “Annual Consolidated Financial Statements,” “Notes” thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” contained in our 2016 Form ~~10-Q.~~10-K.

Introduction

The ~~Management’s~~Management’s Discussion and Analysis, or MD&A, is organized as follows:

●

Executive Summary. This section provides a general description and history of our business, a brief discussion of our product lines and the opportunities, trends, challenges and risks we focus on in the operation of our business.

●

Critical Accounting Policies and Estimates. This section describes the key accounting policies that are affected by critical accounting estimates.

●

Results of Operations. This section provides our analysis and outlook for the significant line items on our Condensed Consolidated Statements of Operations.

●

Liquidity and Capital Resources. This section provides an analysis of our liquidity and cash flows, as well as a discussion of our commitments.

Executive Summary

Company Description.

We are a leading medical device company specializing in the research, development, manufacture, marketing and servicing of laser and other energy-based aesthetics systems for practitioners worldwide. We offer easy-to-use products which enable physicians and other qualified practitioners to perform safe and effective aesthetic procedures, including treatment of vascular conditions and removal of benign pigmented lesions, ~~hair-removal,~~hair removal, skin rejuvenation, body contouring, skin resurfacing, tattoo removal and toenail ~~fungus.~~fungus treatment. Our platforms are designed to be easily upgraded to add ~~additional~~ applications and hand pieces, which provide flexibility for our customers as they expand their practices. The sales of systems, system upgrades, hand pieces, hand piece refills (applicable toTitan andtruSculpt) and the distribution of third party manufactured skincare products are classified as “Products” revenue. In addition to Products revenue, we generate revenue from the sale of post-warranty service contracts, parts, detachable hand piece replacements (except forTitan andtruSculpt) and service labor for the repair and maintenance of products that are out of warranty, all of which is classified as “Service” revenue.

Our corporate headquarters and U.S. operations are located in Brisbane, California, where we conduct our manufacturing, warehousing, research and ~~development,~~development, regulatory, sales and marketing, service, and administrative activities. We have wholly-owned subsidiaries in Australia, Belgium, Canada, France, Hong Kong, Japan, ~~Spain,~~ Switzerland and the United Kingdom. We market, sell and service our products outside of the United States through our direct employees, third party service providers, as well as a global distributor network in over 40 countries.

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Products

Our revenue is derived from the sale of Products and Services. Our Products revenue is derived from the sale of Systems, Hand piece refills (applicable toTitan^® andtruSculpt) and the distribution of third party manufactured Skincare products. Systems revenue includes the sales of new systems and additional applications that customers purchase as their practice grows. A system consists of a console that incorporates a universal graphic user interface, a laser and/or other energy-based module, control system software, high voltage electronics and one or more hand pieces. Our primary system platforms include:

●

e~~enlighten~~nlighten

●

excel HR

●

truSculpt

●

excel V

●

xeo

Other than the above mentioned five primary systems, we continue to generate revenue from our legacy products such asGenesisPlus^TM,CoolGlide^®,~~solera~~^®, and a third-party sourced system calledmyQ^TM® for the Japanese market. ~~During~~We have renewed our distribution contract for the ~~quarter ended June~~sale of myQ in Japan on a non-exclusive basis through September 30, ~~2016, we discontinued the distribution of~~~~myQ~~.2018. For ourTitan andtruSculpthand pieces, after a set number of treatments have been performed, the customer is required to send the hand piece back to the factory for refurbishment, which we refer to as “refilling” the hand piece. In Japan, we distribute ZO Medical Health Inc. (“ZO”) skincare products.

Ser~~Service~~vice revenue relates to prepaid service contracts, direct billings for detachable hand piece replacements (except forTitanandtruSculpt) and revenue for parts and labor on out-of-warranty products.

Significant Business Trends

We believe that our ability to grow revenue will be primarily dependent on the following:

●

Consumer demand for the ~~applications~~applications of our products.

●

Customer~~Customer (physicians)~~ (physicians and other practitioners) demand for our products.

●

Continuing to expand our product offerings ─ both through internal development and sourcing from other vendors.

●

Ongoing investment in our global sales and marketing infrastructure.

	●	Use of clinical results to support new aesthetic products and applications.
	●	Increaed collaboration with key opinion leaders of our industry to assist us in selling efforts.

●

~~Enhanced luminary development and reference selling efforts (to develop a location where our products can be displayed and used to assist in selling efforts).~~

●

Marketing to physicians in the core dermatology and plastic surgery specialties, as well as outside those specialties.

●

Generating ongoing revenue from our ~~growing~~growing installed base of customers through the sale of systems, system upgrades, hand piece refills, skincare products, and services.

For a detailed discussion of the significant business trends impacting our business, please see the section titled “Results of Operations” below.

Factors that May Impact Future Performance.

Our industry is impacted by numerous competitive, regulatory, macroeconomic and other significant factors. Our industry is highly competitive and our future performance depends on our ability to compete successfully. Additionally, our future performance ~~is dependent upon~~depends on our ability to continue to expand our product offerings, develop innovative technologies, obtain regulatory clearances for our products, protect the proprietary technology of our products and our manufacturing processes, manufacture our products cost-effectively, and successfully market and distribute our products in a profitable manner. If we fail to execute on the aforementioned initiatives, our business ~~would~~could be adversely affected. A detailed discussion of these and other factors that could impact our future performance are provided in ~~Part~~

(1) “Part II, Item ~~1A “Risk~~1A. Risk Factors” ~~section below.~~

and elsewhere in this Form 10-Q, (2) our 2016 Form 10-K, (3) our reports and registration statements filed and furnished from time to time with the SEC, and (4) other announcements we make from time to time.

Critical Accounting Policies and Estimates.

The preparation of our Condensed ~~Consolidated~~Consolidated Financial Statements and related disclosures in conformity with GAAP requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates, judgments and assumptions are based on historical experience and on various other factors that we believe are reasonable under the circumstances. We periodically review our estimates and make adjustments when facts and circumstances dictate. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations will be affected.

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Critical accounting estimates, as defined by the SEC, are those that are most important to the portrayal of our financial condition and results of operations and require our management’s most difficult and subjective judgments and estimates of matters that are inherently uncertain. The accounting policies and estimates that we consider to be critical, subjective, and requiring judgment in their application are summarized in “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~Annual Report on~~2016 Form ~~10-K for the year ended December 31, 2015 filed with the SEC on March 15, 2016.~~10-K. There have been no significant changes to the accounting policies and estimates disclosed in our Form 10-K.

Results of Operations

The following table sets forth selected consolidated financial data for the periods indicated, expressed as a percentage of total ~~revenue,~~revenue, net. Percentages in this table and throughout our discussion and analysis of financial condition and results of operations may reflect rounding adjustments.

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2016			2015			2016			2015			2017			2016			2017			2016

Net revenue		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%
Cost of revenue		42	%		43	%		43	%		45	%		42	%		42	%		44	%		43	%
Gross margin		58	%		57	%		57	%		55	%		58	%		58	%		56	%		57	%

Operating expenses:
Sales and marketing		39	%		40	%		39	%		42	%		35	%		39	%		36	%		39	%
Research and development		10	%		12	%		11	%		12	%		8	%		10	%		9	%		11	%
General and administrative		14	%		14	%		14	%		14	%		10	%		14	%		10	%		14	%
Total operating expenses		63	%		66	%		64	%		68	%		53	%		63	%		55	%		64	%

Loss from operations		(5	)%		(9	)%		(7	)%		(13	)%
Income (loss) from operations														5	%		(5	)%		1	%		(7	)%
Interest and other income, net		1	%		1	%		1	%		—	%		1	%		1	%		1	%		1	%
Loss before income taxes		(4	)%		(8	)%		(6	)%		(13	)%
Income (loss) before income taxes														6	%		(4	)%		2	%		(6	)%

Provision for income taxes		—	%		—	%		—	%		—	%
Net loss		(4	)%		(8	)%		(6	)%		(13	)%
Provision for income taxes														—	%		—	%		—	%		—	%
Net income (loss)														6	%		(4	)%		2	%		(6	)%

Total Net Revenue

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2016			% Change			2015			2016			% Change			2015			2017			% Change			2016			2017			% Change			2016
Revenue mix by geography:
United States	$	15,806			43	%	$	11,036		$	26,860			43	%	$	18,828		$	24,239			53	%	$	15,806		$	40,783			52	%	$	26,860
International		11,671			1	%		11,527			23,040			1	%		22,806			12,150			4	%		11,671			24,905			8	%		23,040
Consolidated total revenue	$	27,477			22	%	$	22,563		$	49,900			20	%	$	41,634		$	36,389			32	%	$	27,477		$	65,688			32	%	$	49,900

United States as a percentage of total revenue		58	%					49	%		54	%					45	%		67	%					58	%		62	%					54	%
International as a percentage of total revenue		42	%					51	%		46	%					55	%		33	%					42	%		38	%					46	%

Revenue mix by product category:
Systems – North America	$	13,888			55	%	$	8,973		$	22,912			56	%	$	14,650		$	22,626			63	%	$	13,888		$	37,086			62	%	$	22,912
Systems – Rest of World		6,976			(9	%)		7,646			14,465			(5	%)		15,207
Systems – International																				7,489			7	%		6,976			16,021			11	%		14,465
Total Systems		20,864			26	%		16,619			37,377			25	%		29,857			30,115			44	%		20,864			53,107			42	%		37,377
Hand Piece Refills		720			(6	%)		769			1,284			(16	%)		1,533			649			(10	%)		720			1,148			(11	%)		1,284
Skincare		870			33	%		654			1,749			29	%		1,355			963			11	%		870			1,947			11	%		1,749
Service		5,023			11	%		4,521			9,490			7	%		8,889			4,662			(7	%)		5,023			9,486			—	%		9,490
Consolidated total revenue	$	27,477			22	%	$	22,563		$	49,900			20	%	$	41,634		$	36,389			32	%	$	27,477		$	65,688			32	%	$	49,900

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Total Net Revenue~~Discussion of Revenue by Geography:~~:

Our revenue increased by 32% in both the three month and six month periods ended June 30, 2017, compared to the same periods in 2016, due primarily to

an increase in the volume of systems sold.

Revenue by Geography:

Our U.S. revenue increased by ~~$4.8~~$8.4 million, or ~~43%~~53%, and by ~~$8.0~~$13.9 million, or ~~43%~~52%, in the three and six months ended June 30, ~~2016,~~2017, respectively, compared to the same periods in ~~2015. These increases were due primarily to the increase in sales of all of our primary system platforms.~~

~~Our international revenue increased by $144,000, or 1%, and by $234,000, or 1% in the three and six months ended June 30, 2016, respectively, compared to the same periods in 2015.~~2016. This ~~increase~~growth was due primarily to ~~growth~~an increase in the volume of systems sold, as the result of the launch of our ~~revenue from our direct business~~second generation truSculpt 3D product in ~~Canada, Europe,~~the second quarter ended June 30, 2017, as well as increased sales headcount and ~~Japan, partially offset by decreases in revenue from our distributors in Europe~~additional marketing and ~~Asia.~~

promotional activities.

Our international ~~Discussion of Revenue by Product Type:~~

~~Systems~~ ~~Revenue~~

~~Systems~~ revenue ~~in North America~~ increased by ~~$4.9 million,~~$479,000, or ~~55%~~4%, and by ~~$8.3~~$1.9 million, or ~~46%~~8%, in the three and six months ended June 30, ~~2016, respectively,~~2017, compared to the same periods in ~~2015.~~2016. These increases were ~~attributable~~due primarily to ~~increases~~growth in ~~sales of all of~~ our ~~primary system platforms.~~direct business in Hong Kong and Japan as well as an increase in distributor business in the Middle East, partially offset by declines in revenue from our direct countries in Europe, and our Asia and Latin America distributors.

Revenue by Product Type:

Systems Revenue

Systems revenue ~~outside of~~in North America ~~(“Rest of the World”) decreased~~increased by ~~$670,000,~~$8.7 million, or 9%63%, and by ~~$742,000,~~$14.2 million, or 5%62%, in the three and six months ended June 30, ~~2016,~~2017, respectively, compared to the same periods in ~~2015. These decreases were attributable~~2016. This growth was due primarily ~~to:~~

●to an increase in volume of truSculpt 3D and other platforms, which was driven in part by additional sales headcount, higher productivity of our sales representatives, and the positive impact of additional marketing and promotional activities.

~~Reduction in revenue from~~~~excel V, xeo~~,~~excel HR~~~~and some of our legacy products; which was offset partly by~~

●

~~Increase in revenue from~~~~enlighten~~~~and~~~~truSculpt.~~

~~Hand Piece~~ ~~Refill~~s ~~Revenue~~

~~Our Hand Piece Refills~~Systems revenue ~~decreased~~outside of North America (“International”) increased by ~~$49,000,~~$513,000, or 6%7%, and by ~~$249,000,~~$1.6 million, or ~~16%~~11%, in the three and six months ended June 30, ~~2016,~~2017, respectively, compared to the same ~~period~~periods in ~~2015.~~2016. This ~~decrease~~growth was attributable primarily to increased revenue from xeo and excel HR,partially offset by declines in the volume of our first generation truSculpt product (truSculpt 3D has not yet been launched internationally).

Hand Piece Refills Revenue

Our Hand Piece Refills revenue decreased by $71,000, or 10%, and by $136,000, or 11%, in the three and six months ended June 30, 2017, compared to the same periods in 2016. These decreases were caused primarily by reduced utilization of theTitan hand pieces.

Skincare~~Skincare~~ Revenue

Our revenue from Skincare products in Japan increased by ~~$216,000,~~$93,000, or ~~33%~~11%, and by ~~$394,000,~~$198,000, or ~~29%~~11%, in the three and six months ended June 30, ~~2016,~~2017, respectively, compared to the same periods in ~~2015.~~2016. These increases were due primarily to ~~expanded product offerings of~~increased marketing and promotional activities for this distributed product.

Service Revenue

Our worldwide Service revenue ~~increased~~decreased by ~~$502,000, or 11%, and by $601,000,~~$361,000, or 7%, in the three ~~and six~~ months ended June 30, ~~2016, respectively,~~2017, compared to the same ~~periods~~period in ~~2015. These increases were~~2017. This decrease was due primarily to ~~increased~~decreased sales of system parts to our network of international distributors. Our worldwide Service revenue was flat in the six months ended June 30, 2017, when compared to the same period in 2016.

Gross Profit

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2016			% Change			2015			2016			% Change			2015			2017			% Change			2016			2017			% Change			2016
Gross profit	$	16,005			24	%	$	12,876		$	28,479			24	%	$	22,895		$	21,046			31	%	$	16,005		$	36,567			28	%	$	28,479
As a percentage of total net revenue		58	%					57	%		57	%					55	%		58	%					58	%		56	%					57	%

Our cost of revenue consists primarily of material, personnel expenses, ~~royalty expense (only up to the first quarter of 2016),~~ product warranty costs, amortization of intangibles and manufacturing overhead expenses. ~~The patents that we licensed for applicable hair-removal products, expired in February 2016. As a result, all our revenue from February 2016 onwards is not subject to royalties.~~

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Gross margin ~~increased to 58% and to 57%~~ in the three ~~and six~~ months ended June 30, ~~2016, respectively,~~2017, compared to ~~57% and 55%~~same period in ~~the same periods in 2015,~~2016, remained flat at 58%. This was due primarily to:

●

~~Increased leverage~~An improvement in margins resulting from ~~higher revenue;~~

an $8.9 million increase in total net revenue, which improved the leverage of our manufacturing department expenses;

●

~~Higher~~

An increase in the volume of ~~direct~~truSculpt 3D system sales ~~which~~that have a higher margin than our ~~distributor sales;~~enlighten and

excel HR products; offset by

●

~~A shift in product mix towards~~Increased service and warranty related expenses for some of our system platforms that are more complex and have a higher ~~margin~~material cost, compared to our legacy systems.

Gross margin in the six months ended June 30, 2017 decreased to 56%, compared to 57% in the same period in 2016. This decrease was due primarily to:

	●	Margin improvements resulting from the increased number of systems sold that improved the leverage of our manufacturing department expenses;
	●	Improved margins from truSculpt 3D system sales that have a higher margin than our enlighten and excel HR products; offset by
	●	Reduced margins resulting from a higher percentage of total revenue coming from our enlighten and excel HR products that have lower gross margins than our legacy and truSculpt products. In addition, in the quarter ended March 31, 2017 our enlighten average selling prices were negatively impacted due to the offering of favorable discounted pricing to our installed base of customers to upgrade to enlighten III as part of our normal market seeding of our product with key opinion leaders interested to act as future reference sites; and
	●	Reduction in margins due to increased warranty related expenses for some of our system platforms that are more complex and have a higher material cost than our legacy products.

Sales and Marketing

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2016			% Change			2015			2016			% Change			2015			2017			% Change			2016			2017			% Change			2016
Sales and marketing	$	10,712			18	%	$	9,066		$	19,428			13	%	$	17,253		$	12,787			19	%	$	10,712		$	23,560			21	%	$	19,428
As a percentage of total net revenue		39	%					40	%		39	%					42	%		35	%					39	%		36	%					39	%

Sales and marketing expenses consist primarily of personnel expenses, expenses associated with customer-attended workshops and trade shows, post-marketing studies, and advertising. Sales and marketing expenses ~~increased by $1.6~~as a percentage of revenue declined to 35% and 36% during the three and six months ended June 30, 2017, respectively, compared to 39% during the three and six months ended June 30, 2016. This improvement was due primarily to improved leverage in our sales and marketing expenses as well as an improvement in our direct sales employee productivity.

The $2.1 million increase in sales and ~~represented 39% of total net revenue in~~marketing expenses during the three months ended June 30, ~~2016,~~2017, compared to ~~40% in~~ the same period in ~~2015. The $1.6 million increase~~2016, was due primarily to:

●

$~~$708,000~~1.4 million net increase in personnel related expenses, which were driven primarily by higher headcount and commissions in North America due to higher revenue;

●

$275,000 of higher marketing consulting services;

●

$190,000 of higher travel related expenses in North America, resulting from greater activity and increased headcount; and

●

$~~$518,000~~163,000 of higher promotional and product demonstration expenses, primarily in North ~~America, Japan and Australia; and~~America.

●

~~$316,000 of higher travel related expenses in North America, resulting from higher activity.~~

Sales and marketing expenses increased by ~~$2.2~~$4.1 million ~~and represented 39% of total net revenue,~~ in the six months ended June 30, ~~2016,~~2017, compared to ~~42% in~~ the same period in ~~2015. The $2.2 million increase was~~the prior year, due primarily to:

●

$~~$775,000~~2.6 million net increase in personnel related expenses, which were driven primarily by higher headcount and commissions in North America due to higher revenue;

●

$500,000 of higher promotional and product demonstration expenses, primarily in North America;

●

$~~567,000~~454,000 of higher travel related expenses in North America, resulting from ~~higher activity;~~greater activity and increased headcount; and

●

$~~$564,000~~389,000 of higher ~~promotional and product demonstration expenses, primarily in North America, Japan and Australia.~~marketing consulting services.

Research and Development (“(“R~~&D”~~&D”)

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2016			% Change			2015			2016			% Change			2015			2017			% Change			2016			2017			% Change			2016
Research and development	$	2,712			(1	%)	$	2,728		$	5,421			5	%	$	5,173		$	2,981			10	%	$	2,712		$	5,926			9	%	$	5,421
As a percentage of total net revenue		10	%					12	%		11	%					12	%		8	%					10	%		9	%					11	%

R&D expenses consist primarily of personnel expenses, clinical research, regulatory and material costs. R&D expenses ~~decreased~~increased by ~~$16,000,~~$269,000, and represented ~~10%~~8% of total net revenue, in the three months ended June 30, ~~2016,~~2017, compared to ~~12%~~10% for the same period in ~~2015.~~2016. This increase in expense was due primarily to:

●

$164,000 of increased personnel and consulting related expenses.

R&D expenses increased by ~~$248,000,~~$505,000, and represented ~~11%~~9% of total net revenue, in the six months ended June 30, ~~2016,~~2017, compared to ~~12%~~11% for the same period in ~~2015.~~2016. This increase in expense was due primarily to:

●

$~~$111,000~~413,000 of increased personnel ~~travel~~ and consulting related ~~expenses;~~expenses.

●

~~$81,000 of increased equipment related expense; and~~

●

~~$77,000 of increased material spending, related to project timing.~~

General and Administrative (“(“G~~&A”~~&A”)

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended June 30,									Six Months Ended June 30,
(Dollars in thousands)	2016			% Change			2015			2016			% Change			2015			2017			% Change			2016			2016			% Change			2016
General and administrative	$	3,997			33	%	$	3,014		$	7,217			20	%	$	6,003		$	3,548			(11	)%	$	3,997		$	6,764			(6	)%	$	7,217
As a percentage of total net revenue		14	%					14	%		14	%					14	%		10	%					14	%		10	%					14	%

~~Table Of Contents~~

G&A expenses consist primarily of personnel expenses, legal fees, accounting, audit and tax consulting fees, and other general and administrative expenses. G&A expenses ~~increased~~decreased by ~~$983,000~~$449,000 and represented ~~14%~~10% of total net revenue in the three months ended June 30, ~~2016,~~2017, compared to 14% in the same period in ~~2015. This increase in expense was~~2016, due primarily to:

●

Litigation settlement expenses and legal fees associated with a litigation matter settled in the second quarter of ~~2016;~~2016, which did not recur in 2017; partially offset by

●

$~~142,000~~363,000 of ~~decreased~~increased fees related to consulting services;

●

$218,000 of increased personnel related expenses; and

●

$~~127,000~~107,000 of ~~decreased excise tax, due to the two-year moratorium on U.S. medical excise tax effective January 1, 2016.~~increased legal fees.

G&A expenses ~~increased~~decreased by ~~$1.2 million~~$453,000 and represented ~~14%~~10% of total net revenue in the six months ended June 30, ~~2016,~~2017, compared to 14% in the same period in ~~2015. This increase in expense was~~2016, due primarily to:

●

Litigation settlement expenses and legal fees associated with a litigation matter settled in the second quarter of ~~2016; and~~2016, which did not recur in 2017; partially offset by

●

$417,000 of increased fees related to consulting services;

●

$~~164,000~~139,000 of increased personnel related expenses; ~~partially offset by~~and

●

$~~213,000~~114,000 of ~~decreased excise tax, due to the two-year moratorium on U.S. medical excise tax effective January 1, 2016.~~increased legal fees.

Interest and Other Income, Net

Interest and other income, net, consists of the following:

Three Months Ended June 30,

Six Months Ended June 30,

(Dollars in thousands)

2016

% Change

2015

2016

% Change

2015

Interest income
$ 78 (11
)%
$ 88 $ 155 (18
)%
$ 190
Other income (expense), net
139 1,638
%
8 206 340
%
(86
)
Total interest and other income, net
$ 217 126
%
$ 96 $ 361 247
%
$ 104

	Three Months Ended June 30,							Six Months Ended June 30,
(Dollars in thousands)	2017		% Change			2016		2017		% Change			2016
Interest income	$	124		59	%	$	78	$	243		57	%	$	155
Other income (expense), net		152		9	%		139		306		49	%		206
Total interest and other income, net	$	276		27	%	$	217	$	549		52	%	$	361

Interest and other income, net, increased ~~$121,000 and $257,000 for~~$59,000 in the three months ended June 30, 2017, compared to the same period in 2016. This increase was due primarily to an increase in interest income from our marketable investments resulting from an increased investment balance as well as higher rates of return.

Interest and other income, net, increased $188,000 in the six months ended June 30, ~~2016, respectively,~~2017, compared to the same ~~periods~~period in ~~2015. These increases were~~2016. This increase was due primarily to a reduction in net foreign exchange losses ~~partially offset by lower~~as well as an increase in interest income ~~as a result of a decrease in~~from our marketable investments ~~balance.~~resulting from an increased investment balance as well as higher rates of return.

Provision~~Provision~~ for Income Taxes

	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended June 30,								Six Months Ended June 30,
(Dollars in thousands)	2016			% Change			2015			2016			% Change			2014			2017		% Change			2016			2017			% Change			2016
Loss before income taxes	$	(1,199	)		(35	)%	$	(1,836	)	$	(3,226	)		(41	)%	$	(5,430	)
Income (loss) before income taxes																			$	2,006		267	%	$	(1,199	)	$	866			127	%	$	(3,226	)
Provision for income taxes		30			(43	)%		53			54			(48	)%		103			59		97	%		30			(59	)		(209	)%		54

For the three months ended June 30, 2017, our income tax expense was $59,000, compared to $30,000 in the same period in 2016. For the six months ended June 30, 2017, our income tax benefit was $59,000, compared to a tax expense of $54,000 in the same period in 2016.

~~We have historically~~In the three and six months ended June 30, 2017, we calculated the provision for income taxes for interim reporting periods by applying an estimate of the ‘annual effective tax rate’ for the full fiscal year to ordinary income or loss. However, for the three- and six-month periods ended June 30, 2016, we used the allowable ‘discrete effective tax rate’ method as we believe it provides us a more reliable estimate for the provision for income taxes.Our income tax ~~provision~~(benefit) for the three and six months ended June 30, 2017 related primarily to U.S. alternative minimum taxes as we are able to utilize our net operating losses brought forward against our projected income for fiscal 2017. In addition, we recorded discretely the net tax benefit of excess equity compensation costs (“windfalls”) of approximately $59,000 and $110,000 in the three and six months ended June 30, 2017, respectively.

For our income tax provision in the three and six months ended June 30, 2016, ~~and 2015 relates~~the tax expense was primarily related to income taxes of our non-U.S. ~~operations. Our~~operations as our U.S. ~~operation continues to be~~operations were in a loss position and we had a 100% valuation allowance against them. We did not record a year-to-date tax benefit associated with the projected 2016 U.S. tax expense due to historical losses and uncertainties related to the projected income. We continue to maintain a 100% valuation allowance against our U.S. deferred tax ~~assets.~~assets in fiscal 2016 and 2017.

~~For~~Due to the ~~three~~uncertainty regarding the timing and ~~six months ended June 30, 2016,~~extent of our future profitability, we continue to record a full valuation allowance to offset our U.S. deferred tax assets, which primarily represent future income tax benefits associated with our operating losses because we do not currently believe that the positive evidence outweighs the negative evidence. In the near future, if we conclude that sufficient positive evidence (including our estimate of future taxable income) exists to support a reversal of all or a portion of the valuation allowance, we expect that a significant portion of any release of the valuation allowance will be recorded as an income tax benefit at the time of release. In addition, as and when we discontinue recording a valuation allowance against our deferred tax assets, we expect that our income tax ~~provision declined to $30,000 and $54,000, compared to $53,000 and $103,000,~~expense recorded in ~~the same periods in 2015. These decreases in the income tax provision were due primarily to certain tax benefits recorded discretely for the three and six months ended June 30, 2016.~~ future quarters will increase.

Liquidity and Capital Resources

Liquidity is the measurement of our ability to meet potential cash requirements, fund the planned expansion of our operations and acquire businesses. Our sources of cash include ~~operations,~~operating activities, stock option exercises, Employee Stock Purchase Plan ~~(or “ESPP”)~~ contributions, and the liquidation of marketable investments. We actively manage our cash usage and investment of liquid cash to ensure the maintenance of sufficient funds to meet our daily needs. The majority of our cash and investments are held in U.S. banks and our foreign subsidiaries maintain a limited amount of cash in their local banks to cover their short-term operating expenses.

~~Table Of Contents~~

Cash, Cash ~~Cash~~ Equivalents and Marketable Investments

The following table summarizes our cash, cash equivalents, marketable investments and ~~marketable~~restricted investments:

(Dollars in thousands)	June 30, 2016		December 31, 2015		Change			June 30, 2017		December 31, 2016		Change
Cash and cash equivalents	$	7,420	$	10,868	$	(3,448	)	$	18,679	$	13,775	$	4,904
Marketable investments		35,902		37,539		(1,637	)		32,270		40,299		(8,029	)
Restricted investments									2,290		-		2,290
Total	$	43,322	$	48,407	$	(5,085	)	$	53,239	$	54,074	$	(835	)

Cash Flows

	Six Months EndedJune 30,						Six Months Ended June 30,
(Dollars in thousands)	2016			2015			2017			2016
Net cash flow provided by (used in):
Operating activities	$	(4,352	)	$	(4,634	)	$	3,890		$	(4,352	)
Investing activities		1,502			15,789			5,533			1,502
Financing activities		(598	)		(9,331	)		(4,519	)		(598	)
Net increase (decrease) in cash and cash equivalents	$	(3,448	)	$	1,824
Net decrease in cash and cash equivalents							$	4,904		$	(3,448	)

Cash Flows from Operating Activities

Net cash generated from operating activities in the six months ended June 30, 2017 was $3.9 million, which was due primarily to:

●

$4.0 million generated due to the net income of $925,000 increased by non-cash related items of $3.1 million consisting primarily of stock-based compensation expense of $2.6 million and depreciation and amortization expenses of $492,000;

●

$1.7 million generated from an increase in accounts payable due primarily to increased material purchases;

●

$1.5 million generated from an increase in accrued liabilities due primarily to higher personnel and warranty costs; and

●

$784,000 generated from an increase in deferred revenue; partially offset by

●

$1.9 million used to increase inventories;

●

$1.6 million used as a result of increased accounts receivables; and

●

$545,000 used to increase pre-paid expenses.

Net cash used in operating activities in the six months ended June 30, 2016 was $4.4 million, which was due primarily to:

●

$$777,000 used due to the net loss of $3.3 million reduced by non-cash related items of $2.5 million consisting primarily of stock-based compensation expense of $2.1 million and depreciation and amortization expenses of $484,000;

●

$$2.6 million used ~~toincrease~~to increase inventories;

●

$$861,000 used to increase pre-paid expenses;

●

$$773,000 used to pay down the high year-end accrued liabilities balance;

●

$$321,000 used by a decrease in deferred revenue; partially offset by

●

$793,000 generated from an increase in accounts payable; and

●

$$464,000 generated from the collection of cash from the seasonally high accounts receivable balance as of December 31, 2015.

Cash Flows from Investing Activities

~~Net~~We generated net cash ~~used~~of $5.5 million in ~~operating~~our investing activities in the six months ended June 30, ~~2015 was $4.6 million,~~2017, which was ~~due~~attributable primarily to:

●

$2.7 million used due to the net loss of $5.5 million reduced by non-cash related items of $2.8 million consisting primarily of stock-based compensation expense of $1.9 million and depreciation and amortization expenses of $622,000;

●

~~$2.5 million used to increase inventory as a result of our expanded product line;~~

●

~~$1.5 million used by a decrease in deferred revenue;~~

●

~~$686,000 used to pay down the high year-end accrued liabilities balance;~~● $31.6 million in net proceeds from the sales and maturities of marketable investments; partially offset by

●

~~$2.2 million generated from the collection of cash from the seasonally high accounts receivable balance as of December 31, 2014; and~~

●

~~$514,000 generated from an increase in accounts payable.~~

● $~~Cash Flows from Investing Activities~~25.9 million of cash used to purchase marketable investments; and

● $210,000 of cash used to purchase property, equipment and software.

We generated net cash of $1.5 million in our investing activities in the six months ended June 30, 2016, which was attributable primarily to:

● $15.6 million in net proceeds from the sales and maturities of marketable investments; partially offset by

● $14.0 million of cash used to purchase marketable investments; and

● $137,000 of cash used to purchase property, equipment and software.

●

~~$15.6 million in net proceeds from the sales and maturities of marketable investments; partially offset by~~

●

~~$14.0 million of cash used to purchase marketable investments; and~~

●

~~$137,000 of cash used to purchase property, equipment and software.~~

~~We generated net~~Cash Flows from Financing Activities

Net cash ~~of $15.8~~used in financing activities was $4.5 million ~~in our investing activities~~ in the six months ended June 30, ~~2015, which was attributable primarily to:~~

●

~~$28.7 million in net proceeds from the sales and maturities of marketable investments; partially offset by~~

●

~~$12.3 million of cash used to purchase marketable investments; and~~

●

~~$678,000 of cash used to purchase property, equipment and software.~~

~~Table Of Contents~~

~~Cash Flows from Financing Activities~~

~~Net cash used in financing activities was $598,000 in the six months ended June 30, 2016,~~2017, which was primarily due to:

●

$7.0 million used to repurchase common stock;

●

$1.2 million of ~~common stock~~cash used for ~~$2.9 million;~~taxes paid related to net share settlement of equity awards;

●

$182,000 used to pay down our capital lease obligations of $182,000; partially offset by

●

$~~proceeds~~3.9 million of ~~$2.4 million~~cash generated from the issuance of common stock due to employees exercising their stock options and purchasing stock through the ESPP program.

Net cash used in financing activities was ~~$9.3 million~~$598,000 in the six months ended June 30, ~~2015,~~2016, which was primarily due to:

●

$2.9 million used to repurchase common stock;

●

$556,000 of ~~common stock~~cash used for ~~$17.7 million;~~taxes paid related to net share settlement of equity awards; partially offset by

●

$~~proceeds of $8.5~~3.0 million generated from the issuance of common stock due to employees exercising their stock options and purchasing stock through the ESPP program.

~~Adequacy~~Adequacy ofCashResources toMeetFutureNeeds

We had cash, cash equivalents, and ~~marketable~~ investments of ~~$43.3~~$50.9 million as of June 30, ~~2016.~~2017. For the first six months of ~~2016,~~2017, we financed our operations through our operating activities, the sales and maturities of marketable investments and cash from the sale ofof stock due to employees exercising their stock ~~options.~~options and purchasing stock through the ESPP program. In July 2017, our Board of Directors approved an incremental $25.0 million to be added to the $3.1 million that was available to repurchase stock as of June 30, 2017. We believe the existing capital resources, including cash, cash equivalents and ~~marketable~~ investments of ~~$43.3~~$53.2 million, are sufficient to meet our operating and capital requirements for the next several years, and enable us to repurchase ~~the remaining $7.1 million of~~ stock pursuant to our ~~$10 million~~ Share Repurchase Program.

In July 2017, we terminated the building lease for a new facility in Fremont, California, that we had entered into in May 2017. In conjunction with this lease termination, we received a lump sum termination payment of $4.0 million from the landlord. In addition, we cancelled a standby letter of credit that we had provided the landlord as a security deposit, which removed all restrictions on $2.3 million of investments that were used to secure the letter of credit. Except for the ~~recent trend of~~foregoing, cash used to fund our operating activities in certain historical quarters, purchase fixed assets and repurchase our common stock, we are unaware of any other known trends or any known demands, commitments, events or uncertainties, including collectability of our accounts receivable, that will result in, or that are reasonably likely to result in, liquidity increasing or decreasing in any material way.

Commitments and Contingencies

There have been no material changes to our commitments and contingencies from those disclosed in our Annual Report on Form ~~10-K~~10-K for the year ended December 31, ~~2015,~~2016, filed with the SEC on March 15, ~~2016.~~2017.

ITEM3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A summary of the key market risks facing the Company is disclosed below. For a detailed discussion, please see our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, filed with the SEC on March 15, ~~2016.~~2017.

Interest Rate Fluctuations:

Our exposure to interest rate risk relates primarily to our investment portfolio, which includes primarily debt instruments of the U.S. Government and its agencies, municipal bonds, corporate debt securities and commercial paper. Fixed rate securities may have their fair market value adversely impacted if there is an increase in interest rates. While it is our intent to hold these securities to maturity, if for some reason we need to sell a security that has declined in market value due to changes in interest rates, then we may suffer losses in principal. To minimize the exposure due to adverse shifts in interest rates, we maintain investments at a weighted average maturity of generally less than eighteen months. Based on discounted cash flow modeling with respect to our total investment portfolio as of June 30, ~~2016,~~2017, assuming a hypothetical increase in interest rates of one percentage point (or 100 basis points), the fair value of our total investment portfolio would have potentially declined by approximately ~~$195,000.~~$134,000.

Foreign Exchange Fluctuations:

~~While we transact business primarily in U.S. Dollars, and~~We do not actively hedge our exposure to currency rate fluctuations. Although a significant proportion of our revenue and costs are denominated in U.S. Dollars, we are exposed to foreign currency fluctuations in countries where we have a direct operation. ~~We do not actively hedge our exposure to currency rate fluctuations.~~ The three major currencies that we have exposure to and have assets and liabilities denominated in local currencies in, are Japanese Yen, Euro and Australian Dollar. ~~In the three months ended June 30, 2016, versus the same period in 2015, the changes in the exchange rate did not have a material impact to our financial statements.~~

~~ITEM~~4.

~~CONTROLS AND PROCEDURES~~

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Attached as exhibits to this Quarterly Report are certifications of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This Controls and Procedures section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

~~Table Of Contents~~

We conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Exchange Act) (“(“Disclosure Controls”) as of the end of the period covered by this Report required by Exchange Act Rules 13a-15(b) or 15d-15(b). The controls evaluation was conducted under the supervision and with the participation of our management, including the CEO and CFO. Based on this evaluation, the CEO and CFO have concluded that as of the end of the period covered by this report the disclosure controls and procedures were effective at a reasonable assurance level.

Definition of Disclosure Controls

Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting are included within Disclosure Controls, they are included in the scope of our annual controls evaluation.

~~Limitations~~Limitations on the Effectiveness of Controls

Our management, including the CEO and CFO, does not expect that our disclosure controls or internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed ~~and~~and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PARTII. OTHER INFORMATION

ITEM1.

LEGAL PROCEEDINGS

On February 11, 2016, Kendall Jenner and Kendall Jenner Inc. (“Plaintiffs”), filed a lawsuit against us in the U.S. District Court, Central District of California, alleging trademark infringement, false endorsement and violation of Jenner’s right of publicity. The claims arise out of alleged advertising referring to news articles describing Jenner’s blog posting regarding her use of our Laser Genesis treatment for her acne. In the quarter ended June 30, 2016, we settled this litigation with the Plaintiffs for an amount that, pursuant to the terms of the settlement, is confidential. There are no ongoing costs or expenses associated with the litigation or the settlement.

We are named from time to time as a party to product liability and contractual lawsuits in the normal course of ~~business.We~~business. We routinely assess the likelihood of any adverse judgments or outcomes related to legal matters and claims, as well as ranges of probable losses. A determination of the amount of the reserves required, if any, for these contingencies is made after analysis of each known issue, historical experience, whether it is more likely than not that we shall incur a loss, and whether the loss is estimable. ~~As of June 30, 2016, we had an immaterial accrual for legal matters and claims and do~~We are not ~~expect~~currently a party to ~~incur~~ any material ~~costs beyond the amounts accrued.~~legal proceedings.

ITEM1A.

RISK FACTORS

~~We operate in a rapidly changing economic and technological environment that presents numerous risks, many of which are driven by factors that we cannot control or predict.~~ Our business ~~financial condition and results~~faces many risks. Any of ~~operations may be impacted by a number of factors. In addition to~~ the ~~factors discussed~~risks referenced below or elsewhere in this ~~report, the following risks and uncertainties~~Report on Form 10-Q or our other SEC filings could ~~materially harm~~have a material impact on our business and consolidated financial ~~condition~~position or results of operations, including causing our actual results to differ materially from those projected in any forward-looking statements. The following list of significant risk factors is not all-inclusive or necessarily in order of importance.operations. Additional risks and uncertainties not presently known to us or that we currently ~~deem immaterial, also may materially adversely affect us in future periods. You should carefully consider these risks and uncertainties before investing in our securities.~~

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~~Revenue from the U.S. represents a significant part of our total revenue.~~In~~both~~~~the three~~~~and six~~~~months ended~~~~June~~ 30~~, 201~~6~~, our U.S. revenue~~~~increased~~ by43%, ~~compared to the same period~~s ~~in 201~~5.~~Unless our U.S. revenue continues to improve, we could experience a material adverse effect on our total revenue, profitability, employee retention and stock price.~~

Revenue from the U.S. represented 58% and 54% of our total revenue in the three and six months ended June 30, 2016, respectively, compared to 49% and 45% in the same periods of 2015. U.S. revenue increased by 43% in both the three months and six months ended June 30, 2016, compared to the same periods in 2015, due to several factors, including:

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In the last two years, we continued to expand our North American direct sales force, restructured their compensation arrangements, and hired new sales management experienced in the medical equipment industry.

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~~Demand for our portfolio of products in the U.S. remains strong, due in part to the continued strength of the U.S. economy.~~

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~~We released new products in 2014 —~~~~enlighten- Q4’14~~ ~~and~~~~excel HR- Q2’14~~~~— that contributed to revenue growth.~~

There can be no assurance that we will introduce new products each year, or that the new product introductions will translate into increased revenue in the long term in the U.S., or that the new direct sales employees and management hired to replace the departed sales employees will continuebelieve to be effective and result in improved sales productivity. Further, if the current economic recovery does not continue, or there is another recession in the U.S., our future revenue would be adversely impacted and we could experience a material adverse effect on total revenue, profitability, employee retention and stock price.

~~In over seven years we have only had three profitable quarters and we are unable to predict whether we will return to sustained quarterly profits in the future.~~

Although we had a profitable fourth quarter in 2009, 2012 and 2015, we have otherwise had net quarterly losses in each quarter since the third quarter of 2008. There is no guarantee that we will be profitable in the future and you should not rely on our operating results for any prior quarterly or annual periods as an indication of our future operating performance. Any predictions about the performance of our operations in the futureimmaterial may ~~not be as accurate as they could be if we had a longer history of profitability.~~

~~Revenue growth in~~also impair our business ~~is driven by several factors and one such factor is new product introductions. While our recently released products in 2014 —~~~~enlighten- Q4’14~~ ~~and~~~~excel HR- Q2’14~~~~— have resulted in growth of our revenue since their introduction, there can be no assurance that we will continue to experience growth in our revenue.~~operations.

In an effort to improve our revenue, we have invested in the restructuring and expansion of our global sales force, re-evaluated and changed the structure of their compensation arrangements, hired new senior sales management with prior experience in the aesthetic medical device industry, and increased our marketing and promotional activities. We have also invested heavily in training our new sales employees to sell our products and in marketing efforts to generate additional revenue.

For ~~the six months ended June 30, 2016, our revenue increased by $8.3 million, but our combined cost~~additional detailed discussion of revenue and operating expenses increased by $6.3 million. Our ability to return to sustained profitability depends on the extent to which we can increase revenue and control our costs to be able to leverage our expenses. In addition, we need to be able to counter any unforeseen difficulties, complications, product delays or other unknownrisk factors that ~~may require additional expenditures. Because of the numerous risks~~should be understood by any investor contemplating investment in our stock, please refer to “Part I. Item 1A. Risk Factors” in our 2016 Form 10-K and uncertainties associated with our growth prospects, product development, sales and marketing and other efforts, unforeseen litigation expenses, etc., we are unable to predict the extent of our future profitability or losses.elsewhere as described in this Report on Form 10-Q.

~~If our revenue does not continue~~Our failure to improve, or we do not achieve adequate growth in the future, or if we are not able to control our costs to leverage our expenses, like we did in the six months ended June 30, 2016, then we may not be able to sustain quarterly profitability or be able to generate cashattract and retain qualified personnel and any changes in our ~~operations in the future.~~

~~We rely heavily on~~key personnel, including officers, could adversely affect our sales professionals to market and sell our products worldwide. If we are unable to hire, effectively train, manage, improve the productivity of, and retain the sales professionals, our business will be harmed, which would impair our future revenue and profitability.operations.

Our success largely depends on our ability to hire, train, manage and improve the productivity levels of our sales professionals worldwide. Because of our focus on the non-core market in the past, several of our sales professionals do not have established relationships with the core market, consisting of dermatologists and plastic surgeons, or where those relationships exist, they are not very strong.

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We have experienced direct sales employee and sales management turnover in North America, Japan, and Europe. Competition for sales professionals who are familiar and trained to sell in the aesthetic equipment market continues to be strong. As a result, we have lost some of our sales people to our competitors. However, we have also hired a record number of new sales people, including several from our competitors. Several of our sales employees and sales management have been recently hired or recently transferred into different roles, and it will take time for them to be fully trained to improve their productivity. In addition, due to the competition for sales professionals in our industry, we have recruited sales professionals from outside the industry. Sales professionals from outside the industry take longer to train and to become familiar with our products and the procedures in which they are used. As a result of a lack of industry knowledge, these sales professionals may take longer to become productive members of our sales force.

Over the past approximately eighteen months, we restructured and have been expanding our North American direct sales force and sales management. We have increased our efforts to hire industry experienced sales professionals but there can be no guarantee that we will be able to retain all of the hired sales professionals or that they will all become productive in a short period of time. Our industry is characterized by a few established companies that compete vigorously for talented sales professionals. Further, as the economy in North America has rebounded from the recent recession, some of those sales professionals have left our company for jobs that they perceive to be better opportunities, both within and outside of the aesthetic industry.

We train our existing and recently recruited sales professionals to better understand our existing and new product technologies and how they can be positioned against our competitors’ products. These initiatives are intended to improve the productivity of our sales professionals and our revenue and profitability. It takes time for the sales professionals to become productive following their training and there can be no assurance that the recently recruited sales professionals will be adequately trained in a timely manner, or that our direct sales productivity will improve, or that we will not experience significant levels of attrition in the future.

Measures we implement in an effort to recruit, retain, train and manage our sales professionals, strengthen their relationships with core market physicians, and improve their productivity may not be successful and may instead contribute to instability in our operations, additional departures from our sales organization, or further reduce our revenue and harm our business. If we are not able to improve the productivity and retention of our North American and international sales professionals, then our total revenue, profitability and stock price may be adversely impacted.

If our revenue does not improve, or if our cost of revenue and/or operating expenses increase by a greater percentage than our revenue, our gross margins and operating margins may be adversely impacted, our loss from operations will increase, and our cash used in operating activities will increase, which could reduce our assets and have a material adverse effect on our stock price.

Our gross margin (revenue less cost of revenue) improved to 58% and 57% in the three and six months ended June 30, 2016, respectively, compared to 57% and 55% in the same periods in 2015. Our gross margin is impacted by the revenue that we generate and the costs incurred to generate the revenue. To the extent that our revenue declines, it is difficult to improve our gross margins as our fixed costs must be spread over a lower revenue base. Our future revenue may be adversely affected by a number of factors including the competitive market environment in which we operate, which may result in a decrease in the number of units sold, a decrease in the number of applications per system purchased by customers, a decrease in the average selling prices achieved for our product sales, a shift in our product mix towards products with lower average selling prices, or a shift in our product mix towards products with lower margins.

Our cost of revenue may also be adversely impacted by various factors such as obsolescence of our inventory, increased expenses associated with the repair of defective products covered by our warranty program, utilization of our relatively fixed manufacturing costs, and a shift in our product mix towards products that have a higher cost of manufacturing.

We have also been investing significant resources in our research and development and sales and marketing activities. We have expanded our global direct sales force, and while the increase in revenue exceeded the increase in sales and marketing expenses in 2015 and during the six months ended June 30, 2016, the productivity of our new sales professionals may not continue to improve and be accretiveemployees are vital to our ~~operating income. We plan~~success and our ability to continue making such investments in order to bring new products to market and to distribute them effectively. If these investments do not yield increased revenue, our profitability may not improve in the future.

If our revenue does not improve, or if our cost of revenue increases by a greater percentage than our revenue, or if we are not able to reduce expenses in the event of a decline in revenue, we may continue to generate losses from operations and use cash, which could reduce our assets and have a material adverse effect on our operations and stock price.

The aesthetic equipment market is characterized by rapid innovation. To compete effectively, we must develop and/or acquire new products, market them successfully, and identify new markets for our technology.

~~We have created products to apply our technology to body contouring, hair removal, treatment of veins, tattoo removal, and skin rejuvenation, includingthe treatment of diffuse redness, skin laxity, fine lines, wrinkles, skin texture, pore size and benign pigmented lesions, etc. In the fourth quarter of 2014, we launched~~~~enlighten~~~~, a dual wavelength, dual pulse duration tattoo removal and benign pigmented lesions treatment system featuring picosecond technology~~.~~Additionally, in the second quarter of 2014 we launched~~~~excel HR~~~~, a premium hair removal platform for all skin types. To~~ grow in the future will depend upon our ability to attract, hire and retain highly qualified employees. On April 17, 2017, we ~~must continue~~announced the resignation of Ronald J. Santilli, our Executive Vice President and Chief Financial Officer, effective following a transition period once his successor is named. On July 12, 2017 we announced the retention of Sandra A. Gardiner as Chief Financial Officer on a consulting basis as the Company continues a search for a permanent CFO. We are currently engaged in an ongoing effort to ~~develop and/or acquire new~~identify and ~~innovative aesthetic products and applications, identify new markets, and successfully launch the newly acquired or developed product offerings.~~

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~~To successfully expand our product offerings, we must, among other things:~~

	●	~~Develop and acquire new products that either add to or significantly improve our current product offerings;~~
	●	~~Convince our existing and prospective customers that our product offerings are an attractive revenue-generating addition to their practice;~~

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~~Sell our product offerings to a broad customer base;~~

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~~Identify new markets and alternative applications for our technology;~~

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~~Protect our existing and future products with defensible intellectual property; and~~

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~~Satisfy and maintain all regulatory requirements for commercialization.~~

~~Historically, product introductions have been~~hire a significant component of our financial performance. To be successful in the aesthetics industry, we need to continue to innovate. Our business strategy has therefore been based, in part, on our expectation that we will continue to increase our product offerings.successor. We ~~need to continue to devote substantial research and development resources to make new product introductions, which can be costly and time consuming to our organization.~~

We also believe that, to increase revenue from sales of new products, we need to continue to develop our clinical support, further expand and nurture relationships with industry thought leaders and increase market awareness of the benefits of our new products. However, even with a significant investment in research and development, we may be unable to continue to develop, acquire or effectively launch and market new products and technologies regularly, or at all. If we fail to successfully commercialize new products, our business may be harmed.

While we attempt to protect our products through patents and other intellectual property, there are few barriers to entry that would prevent new entrants or existing competitors from developing products that compete directly with ours. We expect that any competitive advantage we may enjoy from current and future innovations may diminish over time as companies successfully respond to our, or create their own, innovations. Consequently, we believe that we ~~will~~ have thus far been successful in attracting and retaining qualified personnel in a highly-competitive labor market due, in large part, to ~~continuously innovate~~our competitive compensation and ~~improve our products and technology to compete successfully. If we are unable to innovate successfully, our products could become obsolete~~benefits and our ~~revenue could decline as~~rewarding work environment, and providing employees with opportunities to contribute to our ~~customers~~continued growth and ~~prospects purchase~~success. However, our ~~competitors’ products.~~

~~Demand for~~failure to attract and retain qualified personnel and any changes in our ~~products in any of our markets could be weakened by several factors, including:~~

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~~Our ability to develop and market our products to the core market specialties of dermatologists and plastic surgeons;~~

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~~Poor financial performance of market segments that try introducing aesthetic procedures to their businesses;~~

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~~The inability to differentiate our products from those of our competitors;~~

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~~Reduced patient demand for elective aesthetic procedures;~~

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~~Failure to build and maintain relationships with opinion leaders within the various market segments;~~

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~~An increase in malpractice lawsuits that result in higher insurance costs; and~~

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~~The lack of credit financing for some of our potential customers.~~

~~If we do not achieve anticipated demand for our products, there could be a material adverse effect on our total revenue, profitability, employee retention and stock price.~~

~~Macroeconomic political and market conditions, and catastrophic events may adversely affect our business, results of operations, financial condition and stock price.~~

~~Our business is influenced by a range of factors that are beyond our control, including:~~

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~~General economic and business conditions;~~

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~~The overall demand for our products by the core market specialties of dermatologists and plastic surgeons;~~

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~~Governmental budgetary constraints or shifts in government spending priorities;~~

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~~General political developments;~~

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~~Natural disasters;and~~

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~~Currency exchange rate fluctuations.~~

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Macroeconomic developments, like the global recession and the financial crisis in the U.S. and certain countries in the European Union during 2007 to 2009, could negatively affect our business, operating results or financial condition which, in turn,key personnel, including officers, could adversely affect our stock price. A general weakening of, and related declining corporate confidence in, the global economy or the curtailment in government or corporate spending could cause current or potential customers to reduce their budgets or be unable to fund product or upgrade application purchases, which could cause customers to delay, decrease or cancel purchases of our products and services or cause customers not to pay us or to delay paying us for previously purchased products and services.operations.

In addition, political unrest in regions like the Middle East, terrorist attacks around the globe and the potential for other hostilities in various parts of the world, potential public health crises and natural disasters continue to contribute to a climate of economic and political uncertainty that could adversely affect our results of operations and financial condition, including our revenue growth and profitability.

Macroeconomic declines, negative political developments, adverse market conditions and catastrophic events may cause a decline in our revenue, negatively affect our operating results, adversely affect our cash flow and could result in a decline in our stock price.

~~To successfully market and sell our products internationally, we must address many issues that are unique to our international business.~~

International revenue is a material component of our business strategy, and represented 46% of our total revenue in the six months ended June 30, 2016 and 48% of our total revenue in 2015. While our international revenue in 2015 increased by 8%, compared to 2014, it was negatively impacted by the appreciation of the U.S. Dollar versus the major currencies in which we transact. We depend on third-party distributors and a direct sales force to sell our products internationally, and if they underperform, we may be unable to increase or maintain our level of international revenue. For example, our direct business in Japan declined in 2015, negatively impacting our revenue from international operations.

We have experienced significant turnover of our European sales team in the past. While we continue to have a direct sales and service organization in France, Belgium, Spain, Switzerland and the United Kingdom, a significant portion of our European revenue is generated through our network of distributors. Though we continue to evaluate and replace non-performing distributors, and have recently brought greater focus on collaborating with our distributor partners, there can be no assurance given that these initiatives will result in improved European-sourced revenue or profitability in the future.

To grow our business, we will need to improve productivity in current sales territories and expand into new territories. However, direct sales productivity may not improve and distributors may not accept our business or commit the necessary resources to market and sell our products to the level of our expectations. If we are not able to increase or maintain international revenue growth, our total revenue, profitability and stock price may be adversely impacted.

We believe, as we continue to manage our international operations and develop opportunities in additional international territories, our international revenue will be subject to a number of risks, including:

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~~Fluctuating foreign currency exchange rates;~~

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~~Difficulties in staffing and managing our foreign operations;~~

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~~Political and economic instability;~~

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~~Foreign certification and regulatory requirements;~~

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~~Lengthy payment cycles and difficulty in collecting accounts receivable;~~

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~~Export restrictions, trade regulations and foreign tax laws;~~

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~~Customs clearance and shipping delays;~~

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~~Lack of awareness of our brand in international markets;~~

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~~Preference for locally-produced products; and~~

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~~Reduced protection for intellectual property rights in some countries.~~

If one or more of these risks were realized, it could require us to dedicate significant resources to remedy the situation; and if we were unsuccessful at finding a solution, we may not be able to sell our products in a particular market and, as a result, our revenue may decline.

~~We are subject to fluctuations in the exchange rate of the U.S. Dollar and foreign currencies.~~

Foreign currency fluctuations could result in volatility of our revenue. We do not actively hedge our exposure to currency rate fluctuations. While we transact business primarily in U.S. Dollars, and a significant proportion of our revenue is denominated in U.S. Dollars, a portion of our costs and revenue is denominated in other currencies, such as the Euro, Japanese Yen, Australian Dollar and Canadian Dollar. As a result, changes in the exchange rates of these currencies to the U.S. Dollar will affect our results from operations. For example, as a result of the recent strengthening of the U.S. Dollar, relative to many other major currencies, our products priced in U.S. Dollars have become more expensive relative to products of our foreign competitors. In addition, our revenue earned in foreign currencies, such as our locally generated revenue in Japan, has been negatively impacted upon translation into U.S. Dollars. Both these factors had a negative impact on our international revenue in 2015, compared to 2014. Future foreign currency fluctuations could adversely impact and increase the volatility of our revenue, profitability and stock price.

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Our ability to effectively compete and generate additional revenue from new and existing products depends upon our ability to distinguish our company and our products from our competitors and their products, and to develop and effectively market new and existing products. Our success is dependent on many factors, including the following:

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~~Speed of new and innovative product development;~~

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~~Effective strategy and execution of new product launches;~~

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~~Identification and development of clinical support for new indications of our existing products;~~

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~~Product performance;~~

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~~Product pricing;~~

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~~Quality of customer support;~~

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~~Development of successful distribution channels, both domestically and internationally; and~~

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~~Intellectual property protection.~~

To compete effectively, we have to demonstrate that our new and existing products are attractive alternatives to other devices and treatments, by differentiating our products on the basis of such factors as innovation, performance, brand name, service, and price. This is difficult to do, especially in a crowded aesthetic market. Some of our competitors have newer or different products and more established customer relationships than we do, which could inhibit our market penetration efforts. For example, we have encountered, and expect to continue to encounter, situations where, due to pre-existing relationships, potential customers decided to purchase additional products from our competitors. Potential customers also may need to recoup the cost of products that they have already purchased from our competitors and may decide not to purchase our products, or to delay such purchases. If we are unable to increase our market penetration or compete effectively, our revenue and profitability will be adversely impacted.

~~We compete against companies that offer alternative solutions to our products, or have greater resources, a larger installed base of~~~~customers and broader product offerings than ours. If we are not able to effectively compete with these companies, it may harm our business.~~

Our industry is subject to intense competition. Our products compete against similar products offered by public companies, such as Cynosure, Elen (in Italy), Lumenis (acquired by XIO Group in September 2015), Solta (acquired by Valeant Pharmaceuticals International, Inc. in January 2014), Syneron, as well as private companies such as Alma, Sciton and several other companies. Recently, there has been consolidation in the aesthetic industry leading to companies combining their resources. For example, XIO Group acquired Lumenis in September 2015, and Valeant acquired Solta in January 2014 and Cynosure acquired Palomar in June 2013. We are likely to compete with new companies in the future. Competition with these companies could result in reduced selling prices, reduced profit margins and loss of market share, any of which would harm our business, financial condition and results of operations.

The energy-based aesthetic market faces competition from non-energy-based medical products, such as Botox, an injectable compound used to reduce wrinkles, and collagen injections. Other alternatives to the use of our products include electrolysis, a procedure involving the application of electric current to eliminate hair follicles, and chemical peels. We may also face competition from manufacturers of pharmaceutical and other products that have not yet been developed.

If there is not sufficient consumer demand for the procedures performed with our products, practitioner demand for our products could be inhibited, resulting in unfavorable operating results and reduced growth potential.

Continued expansion of the global market for laser and other-energy-based aesthetic procedures is a material assumption of our business strategy. Most procedures performed using our products are elective procedures not reimbursable through government or private health insurance, with the costs borne by the patient. The decision to utilize our products may therefore be influenced by a number of factors, including:

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~~Consumer disposable income and access to consumer credit, which as a result of the unstable economy, may have been significantly impacted;~~

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~~The cost of procedures performed using our products;~~

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~~The cost, safety and effectiveness of alternative treatments, including treatments which are not based upon laser or other energy-based technologies and treatments which use pharmaceutical products;~~

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~~The success of our sales and marketing efforts; and~~

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~~The education of our customers and patients on the benefits and uses of our products, compared to competitors’ products and technologies.~~

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If, as a result of these factors, there is not sufficient demand for the procedures performed with our products, practitioner demand for our products could be reduced, which could have a material adverse effect on our business, financial condition, revenue and result of operations.

The U.S. Food and Drug Administration (the “FDA”), federal and state agencies and international regulatory bodies have broad enforcement powers. If we fail to comply with applicable regulatory requirements, it could result in enforcement action by the FDA, federal and state agencies or international regulatory bodies.

The FDA, state authorities and international regulatory bodies have broad enforcement powers. If we fail to comply with any U.S. law or any of the applicable regulatory requirements of the FDA, or federal or state agencies, or one of the international regulatory bodies, it could result in enforcement action by the agencies, which may include any of the following sanctions:

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~~Warning letters, fines, injunctions, consent decrees and civil penalties;~~

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~~Repair, replacement, refund, recall or seizure of our products;~~

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~~Operating restrictions or partial suspension or total shutdown of production;~~

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~~Refusing our requests for 510(k) clearance or pre-market approval of new products, new intended uses, or modifications to existing products;~~

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~~Withdrawing 510(k) clearance or pre-market approvals that have already been granted; and~~

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~~Criminal prosecution.~~

If we fail to obtain or maintain necessary FDA clearances for our products and indications, if clearances for future products and indications are delayed or not issued, if there are federal or state level regulatory changes or if we are found to have violated applicable FDA marketing rules, our commercial operations would be harmed.

Our products are medical devices that are subject to extensive regulation in the U.S. by the FDA for manufacturing, labeling, sale, promotion, distribution and shipping. Before a new medical device, or a new use of or labeling claim for an existing product, can be marketed in the U.S., it must first receive either 510(k) clearance or pre-market approval from the FDA, unless an exemption applies. Either process can be expensive and lengthy. In the event that we do not obtain FDA clearances or approvals for our products, our ability to market and sell them in the U.S. and revenue derived from the U.S. market may be adversely affected.

Medical devices may be marketed in the U.S. only for the indications for which they are approved or cleared by the FDA. If we fail to comply with these regulations, it could result in enforcement action by the FDA which could lead to such consequences as warning letters, adverse publicity, criminal enforcement action and/or third-party civil litigation, each of which could adversely affect us.

We have obtained 510(k) clearance for the indications for which we market our products. However, our clearances can be revoked if safety or effectiveness problems develop. We also are subject to Medical Device Reporting regulations, which require us to report to the FDA if our products cause or contribute to a death or serious injury, or malfunction in a way that would likely cause or contribute to a death or serious injury. Our products are also subject to state regulations, which are, in many instances, frequently changing. Changes in state regulations may impede sales. For example, federal regulations allow our products to be sold to, or on the order of, “licensed practitioners,” as determined on a state-by-state basis. As a result, in some states, non-physicians may legally purchase our products. However, a state could change its regulations at any time, thereby disallowing sales to particular types of end users. We cannot predict the impact or effect of future legislation or regulations at the federal or state levels.

~~Federal regulatory reforms and changes occurring at the FDA could adversely affect our ability to sell our products profitably and financial condition.~~

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the clearance or approval, manufacture and marketing of a device. It is impossible to predict whether legislative changes will be enacted or FDA regulations, guidance or interpretations changed, and what the impact of such changes, if any, may be.

In addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products. Changes in FDA regulations may lengthen the regulatory approval process for medical devices and require additional clinical data to support regulatory clearance for the sale and marketing of our new products. In addition, it may require additional safety monitoring, labeling changes, restrictions on product distribution or use, or other measures after the introduction of our products to market. Either of these changes lengthen the duration to market, increase our costs of doing business, adversely affect the future permitted uses of approved products, or otherwise adversely affect the market for our products.

~~If we fail to comply with the FDA’s Quality System Regulation and laser performance standards, our manufacturing operations could be halted, and our business would suffer.~~

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~~We are currently required to demonstrate and maintain compliance with the FDA’s Quality System Regulation (the “~~~~QSR~~”). The QSR is a complex regulatory scheme that covers the methods and documentation of the design, testing, control, manufacturing, labeling, quality assurance, packaging, storage and shipping of our products. Because our products involve the use of lasers, our products also are covered by a performance standard for lasers set forth in FDA regulations. The laser performance standard imposes specific record-keeping, reporting, product testing and product labeling requirements. These requirements include affixing warning labels to laser products, as well as incorporating certain safety features in the design of laser products.

The FDA enforces the QSR and laser performance standards through periodic unannounced inspections. We have had multiple quality system audits by the FDA, our Notified Body, and other foreign regulatory agencies, with the most recent inspection by the FDA occurring over three weeks in March 2014. There were no significant findings and only one observation as a result of this audit. Our response to this observation was accepted by the FDA. Failure to take satisfactory corrective action in response to an adverse QSR inspection or our failure to comply with applicable laser performance standards could result in enforcement actions, including a public warning letter, a shutdown of our manufacturing operations, a recall of our products, civil or criminal penalties, or other sanctions, such as those described in the preceding paragraph, which would cause our sales and business to suffer.

~~If we modify one of our FDA-approved devices, we may need to seek re-approval, which, if not granted, would prevent us from selling our modified products or cause us to redesign our products.~~

Any modifications to an FDA-cleared device that would significantly affect its safety or effectiveness or that would constitute a major change in its intended use would require a new 510(k) clearance or possibly a pre-market approval. We may not be able to obtain additional 510(k) clearance or pre-market approvals for new products or for modifications to, or additional indications for, our existing products in a timely fashion, or at all. Delays in obtaining future clearance would adversely affect our ability to introduce new or enhanced products in a timely manner, which in turn would harm our revenue and future profitability.

We have made modifications to our devices in the past and may make additional modifications in the future that we believe do not or will not require additional clearance or approvals. If the FDA disagrees, and requires new clearances or approvals for the modifications, we may be required to recall and to stop marketing the modified devices, which could harm our operating results and require us to redesign our products.

~~We may be unable to obtain or maintain international regulatory qualifications or approvals for our current or future products and indications, which could harm our business.~~

Sales of our products outside the U.S. are subject to foreign regulatory requirements that vary widely from country to country. In addition, exports of medical devices from the U.S. are regulated by the FDA. Complying with international regulatory requirements can be an expensive and time-consuming process and approval is not certain. The time required for obtaining clearance or approvals, if required by other countries, may be longer than that required for FDA clearance or approvals, and requirements for such clearances or approvals may significantly differ from FDA requirements. We may be unable to obtain or maintain regulatory qualifications, clearances or approvals in other countries. We may also incur significant costs in attempting to obtain and in maintaining foreign regulatory approvals or qualifications. If we experience delays in receiving necessary qualifications, clearances or approvals to market our products outside the U.S., or if we fail to receive those qualifications, clearances or approvals, we may be unable to market our products or enhancements in international markets effectively, or at all, which could have a material adverse effect on our business and growth strategy.

Any defects in the design, material or workmanship of our products may not be discovered prior to shipment to customers, which could materially increase our expenses, adversely impact profitability and harm our business.

The design of our products is complex. To manufacture them successfully, we must procure quality components and employ individuals with a significant degree of technical expertise. If our designs are defective, or the material components used in our products are subject to wearing out, or if suppliers fail to deliver components to specification, or if our employees fail to properly assemble, test and package our products, the reliability and performance of our products will be adversely impacted.

~~If our products contain defects that cannot be repaired easily, inexpensively, or on a timely basis, we may experience:~~

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~~Damage to our brand reputation;~~

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~~Loss of customer orders and delay in order fulfillment;~~

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~~Increased costs due to product repair or replacement;~~

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~~Inability to attract new customers;~~

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~~Diversion of resources from our manufacturing and research and development departments into our service department; and~~

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~~Legal action.~~

~~The occurrence of any one or more of the foregoing could materially increase expenses, adversely impact profitability and harm our business.~~

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We depend on skilled and experienced personnel to operate our business effectively. If we are unable to recruit, hire, train and retain these employees, our ability to manage and expand our business will be harmed, which would impair our future revenue and profitability.

Our success largely depends on the skills, experience and efforts of our officers and other key employees. Except for Change of Control and Severance Agreements for our executive officers and a few key employees, we do not have employment contracts with any of our officers or other key employees. Any of our officers and other key employees may terminate their employment at any time. We do not have a succession plan in place for each of our officers and key employees. In addition, we do not maintain “key person” life insurance policies covering any of our employees. The loss of any of our senior management team members could weaken our management expertise and harm our business.

Our ability to retain our skilled labor force and our success in attracting and hiring new skilled employees are critical factors in determining whether we will be successful in the future. We may not be able to meet our future hiring needs or retain existing personnel. The staff we hire to perform administrative functions may become stretched due to our increased growth and they may not be able to perform their jobs effectively or efficiently as a result.

We may face particularly significant challenges and risks in hiring, training, managing and retaining engineering and sales and marketing employees. Failure to attract, train and retain personnel, particularly technical and sales and marketing personnel, would materially harm our ability to compete effectively and grow our business.

Product liability suits could be brought against us due to a defective design, material or workmanship or misuse of our products and could result in expensive and time-consuming litigation, payment of substantial damages and an increase in our insurance rates.

If our products are defectively designed, manufactured or labeled, contain defective components or are misused, we may become subject to substantial and costly litigation by our customers or their patients. Misusing our products or failing to adhere to operating guidelines could cause significant eye and skin damage, and underlying tissue damage. In addition, if our operating guidelines are found to be inadequate, we may be subject to liability. We have been involved, and may in the future be involved, in litigation related to the use of our products. Product liability claims could divert management’s attention from our core business, be expensive to defend and result in sizable damage awards against us. We may not have sufficient insurance coverage for all future claims. We may not be able to obtain insurance in amounts or scope sufficient to provide us with adequate coverage against all potential liabilities. Any product liability claims brought against us, with or without merit, could increase our product liability insurance rates or prevent us from securing continuing coverage, could harm our reputation in the industry and could reduce product sales. In addition, we historically experienced steep increases in our product liability insurance premiums as a percentage of revenue. If our premiums continue to rise, we may no longer be able to afford adequate insurance coverage.

If customers are not trained and/or our products are used by non-physicians, it could result in product misuse and adverse treatment outcomes, which could harm our reputation, result in product liability litigation, distract management, result in additional costs, all of which could harm our business.

Because we do not require training for users of our products, and sell our products at times to non-physicians, there exists an increased potential for misuse of our products, which could harm our reputation and our business. U.S. federal regulations allow us to sell our products to or on the order of “licensed practitioners.” The definition of “licensed practitioners” varies from state to state. As a result, our products may be purchased or operated by physicians with varying levels of training, and in many states, by non-physicians, including nurse practitioners, chiropractors and technicians. Outside the U.S., many jurisdictions do not require specific qualifications or training for purchasers or operators of our products. We do not supervise the procedures performed with our products, nor do we require that direct medical supervision occur. We and our distributors generally offer but do not require product training to the purchasers or operators of our products. In addition, we sometimes sell our systems to companies that rent our systems to third parties and that provide a technician to perform the procedures. The lack of training and the purchase and use of our products by non-physicians may result in product misuse and adverse treatment outcomes, which could harm our reputation and our business, and, in the event these result in product liability litigation, distract management and subject us to liability, including legal expenses.

In the past we entered into strategic alliances to distribute third party products internationally. To successfully market and sell these products, we must address many issues that are unique to these businesses and could reduce our available cash reserves and negatively impact our profitability.

In the past we entered into distribution arrangements pursuant to which we utilize our sales force and distributors to sell products manufactured by other companies. In Japan, we have a non-exclusive right to distribute a Q-switched laser product manufactured by a third party OEM. We also have an exclusive agreement with ZO to distribute certain of their proprietary skincare products, in Japan. Each of these agreements requires us to purchase annual minimum dollar amounts of their product. If we do not make these minimum purchases, we could lose distribution rights of these products to physicians in Japan.

~~Table Of Contents~~

Each of these distribution agreements presents its own unique risks and challenges. For example, to sell skincare products we need to invest in creating a sales structure that is experienced in the sale of these products and not in capital equipment. We need to commit resources to training this sales force, obtaining regulatory licenses in Japan and developing new marketing materials to promote the sale of skincare products. In addition, the minimum commitments and other costs of distributing products manufactured by these companies may exceed the incremental revenue that we derive from the sale of their products thereby negatively impacting our profitability and reducing our available cash reserves.

~~Adverse conditions in the global banking industry and credit markets may adversely impact the value of our marketable investments or impair our liquidity.~~

We invest our excess cash primarily in money market funds and in highly liquid debt instruments of the U.S. government and its agencies and U.S. municipalities, in commercial paper and high grade corporate debt. As of June 30, 2016, our balance in marketable investments was $36 million. The longer the duration of a security, the more susceptible it is to changes in market interest rates and bond yields. As yields increase, those securities with a lower yield-at-cost show a mark-to-market unrealized loss. For example, assuming a hypothetical increase in interest rates of one percentage point, the fair value of our total investment portfolio as of June 30, 2016 would have potentially decreased by approximately $195,000, resulting in an unrealized loss that would subsequently adversely impact our earnings. As a result, changes in the market interest rates will affect our future net income (loss).

The price of our common stock may fluctuate substantially due to several factors, some of which are discussed below. Further, we have a limited number of shares of common stock outstanding, a large portion of which is held by a small number of investors, which could result in the increase in volatility of our stock price.

As of March 31, 2016, approximately 51% of our outstanding shares of common stock were held by 10 institutional investors. As a result of our relatively small public float, our common stock may be less liquid than the stock of companies with broader public ownership. Among other things, trading of a relatively small volume of our common stock may have a greater impact on the trading price for our shares than would be the case if our public float were larger. The public market price of our common stock has in the past fluctuated substantially and, due to the current concentration of stockholders, may continue to do so in the future. The market price for our common stock could also be affected by a number of other factors, including:

●

Litigation surrounding executive compensation has increased.If we are involved in a lawsuit related to compensation matters or any other matters not covered by our D&O insurance, there could be material expenses involved, fines, or remedial actions which could negatively affect our stock price;

●

~~The general market conditions unrelated to our operating performance;~~

●

~~Sales of large blocks of our common stock, including sales by our executive officers, directors and our large institutional investors;~~

●

~~Quarterly variations in our, or our competitors’, results of operations;~~

●

~~Changes in analysts’ estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ estimates;~~

●

~~The announcement of new products or service enhancements by us or our competitors;~~

●

~~The announcement of the departure of a key employee or executive officer by us or our competitors;~~

●

~~Regulatory developments or delays concerning our, or our competitors’ products; and~~

●

~~The initiation of any other litigation by us or against us.~~

Actual or perceived instability and / or volatility in our stock price could reduce demand from potential buyers of our stock, thereby causing our stock price to either remain depressed or to decline further.

~~Our manufacturing operations are dependent upon third-party suppliers, making us vulnerable to supply shortages and price fluctuations, which could harm our business.~~

Many of the components and materials that comprise our products are currently manufactured by a limited number of suppliers. A supply interruption or an increase in demand beyond our current suppliers’ capabilities could harm our ability to manufacture our products until a new source of supply is identified and qualified. Our reliance on these suppliers subjects us to a number of risks that could harm our business, including:

●

~~Interruption of supply resulting from modifications to or discontinuation of a supplier’s operations;~~

●

~~Delays in product shipments resulting from uncorrected defects, reliability issues or a supplier’s variation in a component;~~

●

~~A lack of long-term supply arrangements for key components with our suppliers;~~

●

~~Inability to obtain adequate supply in a timely manner, or on reasonable terms;~~

●

Inability to redesign one or more components in our systems in the event that a supplier discontinues manufacturing such components and we are unable to source it from other suppliers on reasonable terms;

●

~~Difficulty locating and qualifying alternative suppliers for our components in a timely manner;~~

●

~~Production delays related to the evaluation and testing of products from alternative suppliers and corresponding regulatory qualifications; and~~

●

~~Delay in supplier deliveries.~~

~~Table Of Contents~~

Any interruption in the supply of components or materials, or our inability to obtain substitute components or materials from alternate sources at acceptable prices in a timely manner, could impair our ability to meet the demand of our customers, which would have an adverse effect on our business.

~~Intellectual property rights may not provide adequate protection for some or all of our products, which may permit third parties to~~~~compete against us more effectively.~~

We rely on patent, copyright, trade secret and trademark laws and confidentiality agreements to protect our technology and products. At June 30, 2016, we had 34 issued U.S. patents. Some of our components, such as our laser module, electronic control system and high-voltage electronics, are not, and in the future may not be, protected by patents. Additionally, our patent applications may not issue as patents or, if issued, may not issue in a form that will be advantageous to us. Any patents we obtain may be challenged, invalidated or legally circumvented by third parties. Consequently, competitors could market products and use manufacturing processes that are substantially similar to, or superior to, ours. We may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by consultants, vendors, former employees or current employees, despite the existence generally of confidentiality agreements and other contractual restrictions. Monitoring unauthorized uses and disclosures of our intellectual property is difficult, and we do not know whether the steps we have taken to protect our intellectual property will be effective. Moreover, the laws of many foreign countries will not protect our intellectual property rights to the same extent as the laws of the U.S.

The absence of complete intellectual property protection exposes us to a greater risk of direct competition. Competitors could purchase one of our products and attempt to replicate some or all of the competitive advantages we derive from our development efforts, design around our protected technology, or develop their own competitive technologies that fall outside of our intellectual property rights. If our intellectual property is not adequately protected against competitors’ products and methods, our competitive position and our business could be adversely affected.

~~We may be involved in future costly intellectual property litigation, which could impact our future business and financial performance.~~

Our competitors or other patent holders may assert that our present or future products and the methods we employ are covered by their patents. In addition, we do not know whether our competitors own or will obtain patents that they may claim prevent, limit or interfere with our ability to make, use, sell or import our products. Although we may seek to resolve any potential future claims or actions, we may not be able to do so on reasonable terms, or at all. If, following a successful third-party action for infringement, we cannot obtain a license or redesign our products, we may have to stop manufacturing and selling the applicable products and our business would suffer as a result. In addition, a court could require us to pay substantial damages, and prohibit us from using technologies essential to our products, any of which would have a material adverse effect on our business, results of operations and financial condition.

We may become involved in litigation not only as a result of alleged infringement of a third party’s intellectual property rights but also to protect our own intellectual property. For example, we have been, and may hereafter become, involved in litigation to protect the trademark rights associated with our company name or the names of our products. Infringement and other intellectual property claims, with or without merit, can be expensive and time-consuming to litigate, and could divert management’s attention from our core business.

We offer credit terms to some qualified customers and also to leasing companies to finance the purchase of our products. In the event that any of these customers default on the amounts payable to us, our earnings may be adversely affected.

While we qualify customers to whom we offer credit terms (generally net 30 to 90 days), we cannot provide any assurance that the financial position of these customers will not change adversely before we receive payment. For example, as of December 31, 2015, one distributor partner accounted for 10% of our outstanding accounts receivable balance. Our general and administrative expenses and earnings are negatively impacted by customer defaults and cause an increase in the allowance for doubtful accounts. In the event that there is a default by any customers to whom we have provided credit terms in the future, we may recognize a bad debt charge in our general and administrative expenses and this could negatively affect our earnings and results of operations.

~~The expense and potential unavailability of insurance coverage for our customers could adversely affect our ability to sell our products, and therefore adversely affect our financial condition.~~

Some of our customers and prospective customers have had difficulty procuring or maintaining liability insurance to cover their operation and use of our products. Medical malpractice carriers are withdrawing coverage in certain states or substantially increasing premiums. If this trend continues or worsens, our customers may discontinue using our products and potential customers may opt against purchasing laser based products due to the cost or inability to procure insurance coverage. The unavailability of insurance coverage for our customers and prospects could adversely affect our ability to sell our products, and that could harm our financial condition.

~~Table Of Contents~~

~~Our ability to use net operating losses and tax credit carryforwards to offset future tax liabilities may be limited.~~

As of December 31, 2015, we had cumulative net operating loss carry-forwards (“NOLs”) for federal and state income tax reporting purposes of approximately $41.8 million and $11.2 million, respectively, and research and development tax credits (“R&D tax credits”) for federal and state income tax purposes of approximately $4.7 million and $5.7 million, respectively. A lack of future taxable income would adversely affect our ability to utilize these NOLs and R&D tax credit carryforwards. In addition, under Section 382 of the U.S. Internal Revenue Code, or the Code, a corporation that experiences a more-than 50% ownership change over a three-year testing period is subject to limitations on its ability to utilize its pre-change NOLs and R&D tax credit carryforwards to offset future taxable income. We have not conducted a study to-date to assess whether a limitation would apply under Section 382 of the Code. In the event it is determined that we previously experienced an ownership change, or should we experience an ownership change in the future, the amount of NOLs and R&D tax credit carryovers available in any taxable year, could be limited and may expire unutilized, and any such adjustment is not reflected in the NOL and R&D tax credits balances reported.

From time to time we may become subject to income tax audits or similar proceedings, and as a result we may incur additional costs and expenses or owe additional taxes, interest and penalties that may negatively impact our operating results.

We are subject to income taxes in the United States and certain foreign jurisdictions where we operate through a subsidiary including Australia, Belgium, Canada, France, Hong Kong, Japan, Spain, Switzerland and the United Kingdom. Our determination of our tax liability is subject to review by applicable domestic and foreign tax authorities.

In July 2015, our Japan subsidiary underwent an income tax audit for the years 2012 to 2014. Also, in June 2016, our Canadian subsidiary underwent an audit of its goods and services tax and harmonized sales tax returns for the period from January 2013 to July 2015. Although these audits resulted in immaterial adjustments, the final timing and resolution of any future tax examinations are subject to significant uncertainty and could result in our having to pay amounts to the applicable tax authority in order to resolve examination of our tax positions, which could result in an increase or decrease of our current estimate of unrecognized tax benefits and may negatively impact our financial position, results of operations or cash flows.

~~Any acquisitions that we make could result in operating difficulties, dilution, and other consequences that may adversely impact our business and results of operations.~~

While we from time to time evaluate potential acquisitions of businesses, products and technologies, and anticipate continuing to make these evaluations, we have no present understandings, commitments or agreements with respect to any material acquisitions or collaborative projects We may not be able to identify appropriate acquisition candidates or strategic partners, or successfully negotiate, finance or integrate any businesses, products or technologies that we acquire.

We have limited experience as a team with acquiring companies and products. Furthermore, the integration of any acquisition and management of any collaborative project may divert management’s time and resources from our core business and disrupt our operations and we may incur significant legal, accounting and banking fees in connection with such a transaction. Acquisitions could diminish our available cash balances for other uses, result in the incurrence of debt, contingent liabilities, or amortization expenses, and restructuring charges. Also, the anticipated benefits or value of our acquisitions or investments may not materialize and could result in an impairment of goodwill and/or purchased long-lived assets, similar to the $650,000 charge we recorded in the fourth quarter of 2014 related to an acquisition completed in 2012.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business and our financial condition or results.

~~Anti-takeover provisions in our Amended and Restated Certificate of Incorporation and Bylaws, and Delaware law, contain provisions that could discourage a takeover.~~

Our Amended and Restated Certificate of Incorporation and Bylaws, and Delaware law, contain provisions that might enable our management to resist a takeover, and might make it more difficult for an investor to acquire a substantial block of our common stock. These provisions include:

●

~~A classified board of directors;~~

●

~~Advance notice requirements to stockholders for matters to be brought at stockholder meetings;~~

●

~~Limitations on stockholder actions by written consent; and~~

●

~~The right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer.~~

~~Table Of Contents~~

These provisions, as well as Change of Control and Severance Agreements entered into with each of our executive officers and certain key employees, might discourage, delay or prevent a change in control of our company or a change in our management. The existence of these provisions could adversely affect the voting power of holders of common stock and limit the price that investors might be willing to pay in the future for shares of our common stock.

~~Table Of Contents~~

ITEM2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the activity related to stock repurchases for the six months ended June 30, ~~2016~~2017 (in thousands except per share data):

Period

Total
Number
of Shares
Purchased

Average
Price
Paid
per Share

Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs

Approximate
Dollar Value
of Shares
That May
Yet
Be Purchased
Under the
Plans
or Program

March 1-31, 2016
28 10.89 28 9,695
April 1-30, 2016
11 10.91 11 9,572
May 1-31, 2016
123 10.35 123 8,298
June 1-30, 2016
117 10.64 117 7,060
279 10.55 279 7,060
Period

Total Number
of Shares
Purchased

Average Price
Paid
per Share

Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs

Approximate Dollar Value of Shares
That May Yet
Be Purchased
Under the Plans
or Program

February 21-28, 2017
30 $ 21.06 30 $ 9,509
March 1-31, 2017
110 20.57 110 7,238
April 1-30, 2017
75 19.64 75 5,766
May 1-30, 2017
44 20.29 44 4,866
June 1-30, 2017
75 23.55 75 3,110
February 21-June 30, 2017
334 $ 21.03 334 $ 3,110

As of December 31, 2016, we had $5.1 million available in our Stock Repurchase Program. On February ~~8, 2016,~~13, 2017 our Board of Directors approved an additional $5 million to be added to the ~~expansion of the Stock Repurchase Program by $10 million, under which the Company is authorized to repurchase shares of its common stock.~~ program.
In the six months ended June 30, ~~2016,~~2017, we repurchased ~~278,818~~334,244 shares of our common stock for approximately ~~$2.9~~$7.0 million. As of June 30, ~~2016,~~2017, there remained an additional ~~$7.1~~$3.1 million available in the Stock Repurchase Program to ~~be purchased.~~repurchase shares of common stock. All shares repurchased were retired and returned to authorized but unissued status.
On July 28, 2017 our Board of Directors approved an incremental $25 million to be added to the Stock Repurchase Program.

ITEM3.
DEFAULTS UPON SENIOR SECURITIES

None.

ITEM4.
MINE SAFETY DISCLOSURES

~~None.~~None.

ITEM5.
OTHER INFORMATION

None.

34
~~Table Of Contents~~

ITEM 6.EXHIBITS

~~ITEM~~6.
~~EXHIBITS~~
Exhibit
No.

Description
3.2
⁽¹⁾
Amended and Restated Certificate of Incorporation of the Registrant (Delaware).

3.4
⁽¹⁾
Bylaws of the Registrant.

3.5 ⁽³⁾ Second Amended and Restated Certificate of Incorporation of the Registrant (Delaware).
4.1
⁽²⁾
Specimen Common Stock certificate of the Registrant.

~~10.14~~
10.24 ⁽⁴⁾
⁽³⁾
~~Cutera, Inc. 2004 Amended~~6530 Paseo Padre Parkway Fremont, California Lease dated May 2, 2017 by and ~~Restated Equity Incentive Plan.~~between the Company and SI 28, LLC.

~~10.20~~10.25 ⁽⁴⁾⁽³⁾
~~Change of Control~~Cutera, Inc. 2004 Amended and ~~Severance Agreement for Kevin Connors, President and Chief Executive Officer~~
Restated Equity Incentive Plan.

~~10.21~~10.26 ⁽⁴⁾⁽⁵⁾
~~Change of Control~~6530 Paseo Padre Parkway Fremont, California Lease Termination Agreement dated July 6, 2017 by and ~~Severance Agreement for Ronald Santilli, Executive Vice President~~between the Company and ~~Chief Financial Officer~~
SI 28, LLC.

~~10.22~~10.27 ⁽⁴⁾⁽⁵⁾
~~Form of Performance Unit Award Agreement for 2016.~~
Second Amendment to Brisbane Technology Park Lease dated July 6, 2017 by and between the Company and BMR-Bayshore Boulevard LP.

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.ins

Instance Document

101.sch

XBRL Taxonomy Extension Schema Document

101.cal

XBRL Taxonomy Extension Calculation Linkbase Document

101.def

XBRL Taxonomy Extension Definition Linkbase Document

101.lab

XBRL Taxonomy Extension Label Linkbase Document

101.pre

XBRL Taxonomy Extension Presentation Linkbase Document

(1)
Incorporated by reference from our Registration Statement on Form S-1 (Registration No. 333-111928) which was declared effective on March 30, 2004.
(2)
Incorporated by reference from our Annual Report on Form 10-K filed with the SEC on March 25, 2005.
(3)
Incorporated by reference from our Definitive Proxy Statement on Form 14A filed with the SEC on ~~April 2~~May 1, 20177~~, 201~~5.
(4)
Incorporated by reference from Current Report on From 8-K filed May 9, 2017.
Incorporated by reference from Current Report of From 8-K filed May 9, 2017.
(5) Filed ~~herewith~~herewith.

35
~~Table Of Contents~~
SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of The Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Brisbane, State of California, on the ~~1st~~7th day of August, ~~2016.~~2017.

CUTERA, INC.

/S/ ~~RONALD J. SANTILLI~~SANDRA A. GARDINER

~~Ronald J. Santilli~~Sandra A. Gardiner

Consultant~~Executive Vice President and~~ Chief Financial Officer

(Principal Financial and Accounting Officer)

3625


Delaware		77-0492262
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)
~~organization)~~

		Page
PART I	FINANCIAL INFORMATION

Item 1	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss)	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2	~~Management’s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	1314
Item 3	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4	20
~~Item 4~~Controls and Procedures	~~Controls and Procedures~~	2022

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	2123
Item 1A	Risk Factors	2123
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	34
~~Item 3~~	~~Defaults Upon Senior Securities~~24
Item 3	34
~~Item 4~~Defaults Upon Senior Securities	~~Mine Safety Disclosures~~24	34
Item 54	~~Other Information~~Mine Safety Disclosures	3424
Item 65	~~Exhibits~~Other Information	3524
Item 6	Exhibits	25
	Signature	36 25

	June 30, 2017			December 31, 2016
Assets
Current assets:
Cash and cash equivalents	$	18,679		$	13,775
Marketable investments		32,270			40,299
Restricted investments		2,290			—
Accounts receivable, net		18,191			16,547
Inventories		16,913			14,977
Other current assets and prepaid expenses		2,840			2,251
Total current assets		91,183			87,849

Property and equipment, net		1,867			1,907
Deferred tax asset		381			377
Intangibles, net		—			2
Goodwill		1,339			1,339
Other long-term assets		381			380
Total assets	$	95,151		$	91,854

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	4,293		$	2,598
Accrued liabilities		18,973			17,397
Deferred revenue		8,901			8,394
Total current liabilities		32,167			28,389

Deferred revenue, net of current portion		1,982			1,705
Income tax liability		170			168
Other long-term liabilities		604			582
Total liabilities		34,923			30,844

Commitments and Contingencies (Note 10)

Stockholders’ equity:
Convertible preferred stock, $0.001 par value; authorized: 5,000,000 shares; none issued and outstanding		—			—
Common stock, $0.001 par value; authorized: 50,000,000 shares; issued and outstanding: 14,003,583 and 13,773,389 shares at June 30, 2017 and December 31, 2016, respectively		14			14
Additional paid-in capital		86,403			88,114
Accumulated deficit		(26,121	)		(27,046	)
Accumulated other comprehensive loss		(68	)		(72	)
Total stockholders’ equity		60,228			61,010

Total liabilities and stockholders’ equity	$	95,151		$	91,854

	June 30, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	7,420		$	10,868
Marketable investments		35,902			37,539
Accounts receivable, net		11,181			11,669
Inventories		14,702			12,078
Other current assets and prepaid expenses		2,619			1,675
Total current assets		71,824			73,829

Property and equipment, net		1,577			1,473
Deferred tax asset		401			350
Intangibles, net		44			143
Goodwill		1,339			1,339
Other long-term assets		448			384
Total assets	$	75,633		$	77,518

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	2,752		$	1,959
Accrued liabilities		13,201			13,834
Deferred revenue		8,919			8,638
Total current liabilities		24,872			24,431

Deferred revenue, net of current portion		1,685			2,287
Income tax liability		157			182
Other long-term liabilities		587			584
Total liabilities		27,301			27,484

Commitments and Contingencies (Note 10)

Stockholders’ equity:
Convertible preferred stock, $0.001 par value; authorized: 5,000,000 shares; none issued and outstanding		—			—
Common stock, $0.001 par value; authorized: 50,000,000 shares; issued and outstanding: 13,143,628 and 12,980,807 shares at June 30, 2016 and December 31, 2015, respectively		13			13
Additional paid-in capital		81,309			79,782
Accumulated deficit		(32,952	)		(29,672	)
Accumulated other comprehensive loss		(38	)		(89	)
Total stockholders’ equity		48,332			50,034

Total liabilities and stockholders’ equity	$	75,633		$	77,518

	Six Months Ended June 30,
	2017			2016
Cash flows from operating activities:
Net income (loss)	$	925		$	(3,280	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation		2,626			2,082
Depreciation and amortization		492			484
Other		(45	)		(63	)
Changes in assets and liabilities:
Accounts receivable		(1,641	)		464
Inventories		(1,936	)		(2,624	)
Other current assets and prepaid expenses		(545	)		(861	)
Other long-term assets		(1	)		(64	)
Accounts payable		1,695			793
Accrued liabilities		1,534			(773	)
Other long-term liabilities		—			(164	)
Deferred revenue		784			(321	)
Income tax liability		2			(25	)
Net cash provided by (used) in operating activities		3,890			(4,352	)

Cash flows from investing activities:
Acquisition of property, equipment and software		(210	)		(137	)
Disposal of property and equipment		40			6
Proceeds from sales of marketable investments		6,754			5,051
Proceeds from maturities of marketable investments		24,812			10,585
Purchase of marketable investments		(25,863	)		(14,003	)
Net cash provided by investing activities		5,533			1,502

Cash flows from financing activities:
Repurchase of common stock		(7,041	)		(2,865	)
Proceeds from exercise of stock options and employee stock purchase plan		3,871			2,950
Taxes paid related to net share settlement of equity awards		(1,167	)		(556	)
Payments on capital lease obligations		(182	)		(127	)
Net cash used in financing activities		(4,519	)		(598	)

Net increase (decrease) in cash and cash equivalents		4,904			(3,448	)
Cash and cash equivalents at beginning of period		13,775			10,868
Cash and cash equivalents at end of period	$	18,679		$	7,420

Supplemental disclosure of non-cash items:
Repurchase of common stock acquired but not settled	$	—		$	84
Assets acquired under capital lease	$	257		$	365

June 30, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
June 30, 2017										Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
Cash and cash equivalents:
Cash	$	5,528	$	—	$	—		$	5,528	$	11,604	$	—	$	—		$	11,604
Money market funds		1,343		—		—			1,343		982		—		—			982
Commercial paper		549		—		—			549		6,093		—		—			6,093
Total cash and cash equivalents		7,420		—		—			7,420		18,679		—		—			18,679

Marketable investments:
U.S. government notes		12,218		22		—			12,240		2,861		—		(6	)		2,855
U.S. government agencies		4,027		1		—			4,028		2,005		—		(1	)		2,004
Municipal securities		2,752		6		—			2,758		200		—		—			200
Commercial paper		5,585		2		—			5,587		14,319		2		(1	)		14,320
Corporate debt securities		11,279		12		(2	)		11,289		12,891		8		(8	)		12,891
Total marketable investments		35,861		43		(2	)		35,902		32,276		10		(16	)		32,270

Total cash, cash equivalents and marketable investments	$	43,281	$	43	$	(2	)	$	43,322
Restricted investments:
Money market funds											25		—		—			25
U.S. government notes											2,266		—		(1	)		2,265
Total restricted investments											2,291		—		(1	)		2,290

Total cash, cash equivalents, marketable investments and restricted investments										$	53,246	$	10	$	(17	)	$	53,239

December 31, 2016	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
Cash and cash equivalents:
Cash	$	6,672	$	—	$	—		$	6,672
Money market funds		6,053		—		—			6,053
Commercial paper		1,050		—		—			1,050
Total cash and cash equivalents		13,775		—		—			13,775

Marketable investments:
U.S. government notes		8,403		4		(9	)		8,398
U.S. government agencies		3,918		—		(2	)		3,916
Municipal securities		1,325		—		—			1,325
Commercial paper		12,299		2		(2	)		12,299
Corporate debt securities		14,366		3		(8	)		14,361
Total marketable investments		40,311		9		(21	)		40,299

Total cash, cash equivalents and marketable investments	$	54,086	$	9	$	(21	)	$	54,074

December 31, 2015	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
Cash and cash equivalents:
Cash	$	9,830	$	—	$	—		$	9,830
Money market funds		1,000		—		—			1,000
Commercial paper		38		—		—			38
Total cash and cash equivalents		10,868		—		—			10,868

Marketable investments:
U.S. government notes		7,780		1		(2	)		7,779
U.S. government agencies		12,630		3		(25	)		12,608
Municipal securities		4,344		2		—			4,346
Commercial paper		4,041		1		(2	)		4,040
Corporate debt securities		8,783		—		(17	)		8,766
Total marketable investments		37,578		7		(46	)		37,539

Total cash, cash equivalents and marketable investments	$	48,446	$	7	$	(46	)	$	48,407

	Amount		Amount
Due in less than one year	$	28,623	$	30,361
Due in 1 to 3 years		7,279		4,174
Total marketable investments	$	35,902	$	34,535

June 30, 2016	Level 1		Level 2		Level 3		Total
June 30, 2017									Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	1,343	$	—	$	—	$	1,343	$	982	$	—	$	—	$	982
Commercial paper		—		549		—		549		—		6,093		—		6,093
Marketable investments:
Available-for-sale securities		—		35,902		—		35,902
Marketable investments:
Available-for-sale securities										—		32,270		—		32,270
Restricted investments:
Money market funds										25		—		—		25
U.S. government notes										—		2,265		—		2,265
Total assets at fair value	$	1,343	$	36,451	$	—	$	37,794	$	1,007	$	40,628	$	—	$	41,635

December 31, 2016	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	6,053	$	—	$	—	$	6,053
Commercial paper		—		1,050		—		1,050
Marketable investments:
Available-for-sale securities		—		40,299		—		40,299
Total assets at fair value	$	6,053	$	41,349	$	—	$	47,402

	June 30, 2016		December 31, 2015		June 30, 2017		December 31, 2016
Raw materials	$	9,334	$	7,982	$	12,248	$	10,966
Finished goods		5,368		4,096		4,665		4,011
Total	$	14,702	$	12,078	$	16,913	$	14,977

	June 30, 2017		December 31, 2016
Accrued payroll and related expenses	$	9,006	$	9,036
Warranty liability		2,877		2,461
Sales tax		2,087		2,373
Other		5,003		3,527
Total	$	18,973	$	17,397

				Options Outstanding								Options Outstanding
	Shares Available for Grant			Number of Stock Options Outstanding			Weighted- Average Exercise Price		Shares Available for Grant			Number of Stock Options Outstanding			Weighted- Average Exercise Price
Balance, December 31, 2015		1,263,425			2,148,797		$	9.31
Balance, December 31, 2016										721,657			1,116,472		$	9.56
Additional shares reserved										1,600,000			—			—
Options granted		(93,000	)		93,000			11.54		(85,500	)		85,500			18.71
Stock awards granted⁽^{1) (2)}		(925,675	)		—			—		(486,614	)		—			—
Options exercised		—			(292,934	)		8.70		—			(370,162	)		8.88
Options canceled		107,620			(107,620	)		13.37		31,393			(31,393	)		14.38
Stock awards canceled⁽¹⁾		206,541			—			—		97,823			—			—
Balance, June 30, 2016		558,911			1,841,243		$	9.28
Balance, June 30, 2017										1,878,759			800,417		$	10.66

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Options to purchase common stock		66		1,993		53		2,059
Restricted stock units		3		448		2		426
Performance stock units		—		151		—		144
Employee stock purchase plan shares		—		83		—		83
Total		69		2,675		55		2,712

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Beginning Balance	$	10,512		$	12,528		$	10,469		$	12,949		$	9,555		$	10,512		$	9,431		$	10,469
Add: Payments received		3,045			2,250			6,308			5,052			3,721			3,045			7,112			6,308
Less: Revenue recognized		(3,334	)		(3,232	)		(6,554	)		(6,455	)		(3,263	)		(3,334	)		(6,530	)		(6,554	)
Ending Balance	$	10,223		$	11,546		$	10,223		$	11,546		$	10,013		$	10,223		$	10,013		$	10,223

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Program
March 1-31, 2016		28		10.89		28		9,695
April 1-30, 2016		11		10.91		11		9,572
May 1-31, 2016		123		10.35		123		8,298
June 1-30, 2016		117		10.64		117		7,060
		279		10.55		279		7,060

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Program
February 21-28, 2017		30	$	21.06		30	$	9,509
March 1-31, 2017		110		20.57		110		7,238
April 1-30, 2017		75		19.64		75		5,766
May 1-30, 2017		44		20.29		44		4,866
June 1-30, 2017		75		23.55		75		3,110
February 21-June 30, 2017		334	$	21.03		334	$	3,110

Exhibit No.		Description
3.2	⁽¹⁾	Amended and Restated Certificate of Incorporation of the Registrant (Delaware).

3.4	⁽¹⁾	Bylaws of the Registrant.

3.5	⁽³⁾	Second Amended and Restated Certificate of Incorporation of the Registrant (Delaware).

4.1	⁽²⁾	Specimen Common Stock certificate of the Registrant.

~~10.14~~ 10.24	⁽⁴⁾	⁽³⁾	~~Cutera, Inc. 2004 Amended~~6530 Paseo Padre Parkway Fremont, California Lease dated May 2, 2017 by and ~~Restated Equity Incentive Plan.~~between the Company and SI 28, LLC.

~~10.20~~10.25	⁽⁴⁾⁽³⁾	~~Change of Control~~Cutera, Inc. 2004 Amended and ~~Severance Agreement for Kevin Connors, President and Chief Executive Officer~~ Restated Equity Incentive Plan.

~~10.21~~10.26	⁽⁴⁾⁽⁵⁾	~~Change of Control~~6530 Paseo Padre Parkway Fremont, California Lease Termination Agreement dated July 6, 2017 by and ~~Severance Agreement for Ronald Santilli, Executive Vice President~~between the Company and ~~Chief Financial Officer~~ SI 28, LLC.

~~10.22~~10.27	⁽⁴⁾⁽⁵⁾	~~Form of Performance Unit Award Agreement for 2016.~~ Second Amendment to Brisbane Technology Park Lease dated July 6, 2017 by and between the Company and BMR-Bayshore Boulevard LP.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.ins		Instance Document

101.sch		XBRL Taxonomy Extension Schema Document

101.cal		XBRL Taxonomy Extension Calculation Linkbase Document

101.def		XBRL Taxonomy Extension Definition Linkbase Document

101.lab		XBRL Taxonomy Extension Label Linkbase Document

101.pre		XBRL Taxonomy Extension Presentation Linkbase Document

(3)	Incorporated by reference from our Definitive Proxy Statement on Form 14A filed with the SEC on ~~April 2~~May 1, 20177~~, 201~~5.
(4)	Incorporated by reference from Current Report on From 8-K filed May 9, 2017. Incorporated by reference from Current Report of From 8-K filed May 9, 2017.
(5)	Filed ~~herewith~~herewith.

	CUTERA, INC.

	/S/ ~~RONALD J. SANTILLI~~SANDRA A. GARDINER
	~~Ronald J. Santilli~~Sandra A. Gardiner
	Consultant~~Executive Vice President and~~ Chief Financial Officer
	(Principal Financial and Accounting Officer)