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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q







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

For the quarterly period ended March 31, 2011



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

For the transition period from  to

Commission File Number:
001-33123





SOLTA MEDICAL, INC.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 68-0373593                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

25881 Industrial Boulevard,
Hayward, California 94545

(Address of principal executive offices) (Zip Code)

(510) 782-2286

(Registrants telephone number, including area code)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a Large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated Filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  | x

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

As of
April 29, 2011 60,599,217 shares of the registrants common stock were outstanding.









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SOLTA MEDICAL, INC.

INDEX



|         |  |                                                                                                    |  |      |    | 
|-------- |  | -------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|         |  |                                                                                                    |  | Page |   
|PART I   |  | FINANCIAL INFORMATION                                                                              |  |      | 3  | 
|         |  |                                                                                                   
|ITEM 1   |  | FINANCIAL STATEMENTS (unaudited)                                                                   |  |      | 3  | 
|         |  |                                                                                                   
|         |  | Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010                   |  |      | 3  | 
|         |  |                                                                                                   
|         |  | Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010 |  |      | 4  | 
|         |  |                                                                                                   
|         |  | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010 |  |      | 5  | 
|         |  |                                                                                                   
|         |  | Notes to Condensed Consolidated Financial Statements                                               |  |      | 6  | 
|         |  |                                                                                                   
|ITEM 2   |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS              |  |      | 15 | 
|         |  |                                                                                                   
|ITEM 3   |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                         |  |      | 20 | 
|         |  |                                                                                                   
|ITEM 4   |  | CONTROLS AND PROCEDURES                                                                            |  |      | 20 | 
|         |  |                                                                                                   
|PART II  |  | OTHER INFORMATION                                                                                  |  |      | 21 | 
|         |  |                                                                                                   
|ITEM 1.  |  | LEGAL PROCEEDINGS                                                                                  |  |      | 21 | 
|         |  |                                                                                                   
|ITEM 1A. |  | RISK FACTORS                                                                                       |  |      | 21 | 
|         |  |                                                                                                   
|ITEM 2   |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                        |  |      | 34 | 
|         |  |                                                                                                   
|ITEM 3   |  | DEFAULTS UPON SENIOR SECURITIES                                                                    |  |      | 34 | 
|         |  |                                                                                                   
|ITEM 4   |  | REMOVED AND RESERVED                                                                               |  |      | 34 | 
|         |  |                                                                                                   
|ITEM 5   |  | OTHER INFORMATION                                                                                  |  |      | 34 | 
|         |  |                                                                                                   
|ITEM 6.  |  | EXHIBITS                                                                                           |  |      | 35 | 
|         |  |                                                                                                   
|         |  | SIGNATURES                                                                                         |  |      | 36 | 

Thermage, ThermaCool, NXT, Reliant, Fraxel and Isolaz are
registered trademarks in the United States and several other countries. All other trademarks, trade names and service marks appearing in this document are the property of their respective owners.



2



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PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

Solta Medical, Inc.

CONDENSED CONSOLIDATED
BALANCE SHEETS

(in thousands of dollars, except share and per share data)

(Unaudited)



|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                             |  | March 31,2011 |         |   | December 31,2010 |  
|ASSETS                                                                                                                                                                       |  |               |         |   |                 
|Current assets:                                                                                                                                                              |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                    |  | $             | 34,904  |   |                  | $ | 36,898  |  
|Accounts receivable                                                                                                                                                          |  |               | 12,330  |   |                  |   | 12,426  |  
|Inventories                                                                                                                                                                  |  |               | 12,050  |   |                  |   | 10,549  |  
|Prepaid expenses and other current assets                                                                                                                                    |  |               | 6,968   |   |                  |   | 5,906   |  
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                                                         |  |               | 66,252  |   |                  |   | 65,779  |  
|Property and equipment, net                                                                                                                                                  |  |               | 5,839   |   |                  |   | 6,227   |  
|Purchased intangible assets, net                                                                                                                                             |  |               | 35,743  |   |                  |   | 36,809  |  
|Goodwill                                                                                                                                                                     |  |               | 49,481  |   |                  |   | 49,481  |  
|Other assets                                                                                                                                                                 |  |               | 242     |   |                  |   | 249     |  
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                                                                 |  | $             | 157,557 |   |                  | $ | 158,545 |  
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|                                                                                                                                                                             |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                         |  |               |         |   |                  |   |         |  
|Liabilities:                                                                                                                                                                 |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                             |  | $             | 5,766   |   |                  | $ | 6,358   |  
|Accrued liabilities                                                                                                                                                          |  |               | 10,997  |   |                  |   | 12,030  |  
|Current portion of deferred revenue                                                                                                                                          |  |               | 3,816   |   |                  |   | 3,428   |  
|Short-term borrowings                                                                                                                                                        |  |               | 9,254   |   |                  |   | 9,528   |  
|Customer deposits                                                                                                                                                            |  |               | 577     |   |                  |   | 441     |  
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                    |  |               | 30,410  |   |                  |   | 31,785  |  
|Deferred revenue, net of current portion                                                                                                                                     |  |               | 911     |   |                  |   | 969     |  
|Term loan, net of current portion                                                                                                                                            |  |               |        |   |                  |   | 98      |  
|Non-current tax liabilities                                                                                                                                                  |  |               | 3,385   |   |                  |   | 3,372   |  
|Other liabilities                                                                                                                                                            |  |               | 157     |   |                  |   | 177     |  
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                            |  |               | 34,863  |   |                  |   | 36,401  |  
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Contingencies (Note 7)                                                                                                                                                       |  |               |         |   |                  |   |         |  
|Stockholders equity:                                                                                                                                                        |  |               |         |   |                  |   |         |  
|Preferred stock, $0.001 par value: 10,000,000 shares authorized, none issued and outstanding                                                                                 |  |               |        |   |                  |   |        |  
|Common stock, $0.001 par value: 100,000,000 shares authorized, 60,470,148 and 59,728,410 shares issued and outstanding at
March 31, 2011and December 31, 2010, respectively. |  |               | 60      |   |                  |   | 60      |  
|Additional paid-in capital                                                                                                                                                   |  |               | 194,773 |   |                  |   | 193,198 |  
|Accumulated deficit                                                                                                                                                          |  |               | (72,139 | ) |                  |   | (71,114 | )
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                   |  |               | 122,694 |   |                  |   | 122,144 |  
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                                   |  | $             | 157,557 |   |                  | $ | 158,545 |  
|                                                                                                                                                                             |  |               |         |   |                  |   |         |  

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



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Solta Medical, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of dollars, except share and per share data)

(Unaudited)



|                                                                                   |  |                    |            |   |      |   |            |  
|---------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                                   |  | Three Months Ended |           
|                                                                                   |  | March 31,          |           
|                                                                                   |  | 2011               |            |   | 2010 |  
|Net revenue                                                                        |  | $                  | 26,451     |   |      | $ | 25,935     |  
|Cost of revenue                                                                    |  |                    | 8,390      |   |      |   | 9,142      |  
|                                                                                   |  |                    |            |   |      |   |            |  
|Gross margin                                                                       |  |                    | 18,061     |   |      |   | 16,793     |  
|                                                                                   |  |                    |            |   |      |   |            |  
|Operating expenses                                                                 |  |                    |            |   |      |   |            |  
|Sales and marketing                                                                |  |                    | 11,818     |   |      |   | 9,888      |  
|Research and development                                                           |  |                    | 3,565      |   |      |   | 4,119      |  
|General and administrative                                                         |  |                    | 3,726      |   |      |   | 4,512      |  
|                                                                                   |  |                    |            |   |      |   |            |  
|Total operating expenses                                                           |  |                    | 19,109     |   |      |   | 18,519     |  
|                                                                                   |  |                    |            |   |      |   |            |  
|Loss from operations                                                               |  |                    | (1,048     | ) |      |   | (1,726     | )
|Interest income                                                                    |  |                    | 14         |   |      |   | 6          |  
|Interest expense                                                                   |  |                    | (53        | ) |      |   | (60        | )
|Other income and expense, net                                                      |  |                    | 127        |   |      |   | (89        | )
|                                                                                   |  |                    |            |   |      |   |            |  
|Loss before income taxes                                                           |  |                    | (960       | ) |      |   | (1,869     | )
|Provision for income taxes                                                         |  |                    | 65         |   |      |   | 64         |  
|                                                                                   |  |                    |            |   |      |   |            |  
|Net loss                                                                           |  | $                  | (1,025     | ) |      | $ | (1,933     | )
|                                                                                   |  |                    |            |   |      |   |            |  
|Net loss per share:                                                                |  |                    |            |   |      |   |            |  
|Basic and diluted                                                                  |  | $                  | (0.02      | ) |      | $ | (0.03      | )
|                                                                                   |  |                    |            |   |      |   |            |  
|Weighted average shares outstanding used in calculating net loss per common share: |  |                    |            |   |      |   |            |  
|Basic and diluted                                                                  |  |                    | 59,900,703 |   |      |   | 57,007,696 |  
|                                                                                   |  |                    |            |   |      |   |            |  

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



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Solta Medical, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of dollars)

(Unaudited)



|                                                                                          |  |                    |        |   |      |   |        |  
|----------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ---- | - | ------ | -
|                                                                                          |  | Three Months Ended |       
|                                                                                          |  | March 31,          |       
|                                                                                          |  | 2011               |        |   | 2010 |  
|Cash flows from operating activities                                                      |  |                    |        |   |      |   |        |  
|Net loss                                                                                  |  | $                  | (1,025 | ) |      | $ | (1,933 | )
|Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |                    |        |   |      |   |        |  
|Depreciation and amortization                                                             |  |                    | 1,847  |   |      |   | 1,766  |  
|Loss on disposal of property, plant and equipment                                         |  |                    | 10     |   |      |   | 1      |  
|Stock-based compensation                                                                  |  |                    | 669    |   |      |   | 702    |  
|Tax expense from stock option exercises                                                   |  |                    | 6      |   |      |   | 4      |  
|Provision for doubtful accounts                                                           |  |                    | 3      |   |      |   | 92     |  
|Provision for excess and obsolete inventory                                               |  |                    | 18     |   |      |   | 111    |  
|Change in assets and liabilities:                                                         |  |                    |        |   |      |   |        |  
|Accounts receivable                                                                       |  |                    | 93     |   |      |   | 1,275  |  
|Inventories                                                                               |  |                    | (1,509 | ) |      |   | (858   | )
|Prepaid expenses and other current assets                                                 |  |                    | (1,063 | ) |      |   | 574    |  
|Other assets                                                                              |  |                    | 7      |   |      |   | 204    |  
|Accounts payable                                                                          |  |                    | (597   | ) |      |   | (978   | )
|Accrued and other liabilities                                                             |  |                    | (907   | ) |      |   | (623   | )
|Accrued restructuring                                                                     |  |                    |       |   |      |   | (7     | )
|Deferred revenue                                                                          |  |                    | 330    |   |      |   | (163   | )
|Customer deposits                                                                         |  |                    | 136    |   |      |   | (47    | )
|Deferred rent                                                                             |  |                    | (20    | ) |      |   | (20    | )
|                                                                                          |  |                    |        |   |      |   |        |  
|Net cash (used in) provided by operating activities                                       |  |                    | (2,002 | ) |      |   | 100    |  
|                                                                                          |  |                    |        |   |      |   |        |  
|Cash flows from investing activities                                                      |  |                    |        |   |      |   |        |  
|Acquisition of property and equipment                                                     |  |                    | (519   | ) |      |   | (334   | )
|Payments for acquisition, net of cash acquired                                            |  |                    |       |   |      |   | (232   | )
|Sales and maturities of marketable investments                                            |  |                    |       |   |      |   |       |  
|                                                                                          |  |                    |        |   |      |   |        |  
|Net cash used in investing activities                                                     |  |                    | (519   | ) |      |   | (566   | )
|                                                                                          |  |                    |        |   |      |   |        |  
|Cash flows from financing activities                                                      |  |                    |        |   |      |   |        |  
|Repayment of equipment leases                                                             |  |                    |       |   |      |   | (27    | )
|Repayment of loan agreement and short-term margin account borrowings                      |  |                    | (8,373 | ) |      |   | (8,348 | )
|Cash settlement of vested restricted stock units                                          |  |                    |       |   |      |   | (140   | )
|Proceeds from exercise of stock options                                                   |  |                    | 900    |   |      |   | 343    |  
|Proceeds from employee stock purchase plan                                                |  |                    |       |   |      |   |       |  
|Proceeds from loan agreement borrowings                                                   |  |                    | 8,000  |   |      |   | 8,000  |  
|Proceeds from equity financing                                                            |  |                    |       |   |      |   | 17,230 |  
|Payment of equity financing issuance costs                                                |  |                    |       |   |      |   | (1,043 | )
|                                                                                          |  |                    |        |   |      |   |        |  
|Net cash provided by financing activities                                                 |  |                    | 527    |   |      |   | 16,015 |  
|                                                                                          |  |                    |        |   |      |   |        |  
|Net (decrease) increase in cash and cash equivalents                                      |  |                    | (1,994 | ) |      |   | 15,549 |  
|Cash and cash equivalents at beginning of period                                          |  |                    | 36,898 |   |      |   | 14,744 |  
|                                                                                          |  |                    |        |   |      |   |        |  
|Cash and cash equivalents at end of period                                                |  | $                  | 34,904 |   |      | $ | 30,293 |  
|                                                                                          |  |                    |        |   |      |   |        |  
|Supplemental disclosure of cash flow information                                          |  |                    |        |   |      |   |        |  
|Cash paid for interest                                                                    |  | $                  | 51     |   |      | $ | 60     |  
|Cash paid for taxes                                                                       |  |                    | 68     |   |      |   | 1      |  
|Supplemental disclosure of non-cash investing and financing activities                    |  |                    |        |   |      |   |        |  
|Issuance of common stock for acquisition                                                  |  |                    |       |   |      |   | 4,750  |  
|Issuance of warrants in connection with equity financing                                  |  |                    |       |   |      |   | 3,690  |  
|Accounts payable and accrued liabilities related to property and equipment purchases      |  |                    | 71     |   |      |   | 84     |  
|Accrued equity financing costs                                                            |  |                    |       |   |      |   | 341    |  
|Contingent consideration accrued in connection with Aesthera acquisition                  |  |                    |       |   |      |   | 280    |  
|Issuance of common stock for vested restricted stock units                                |  |                    | 132    |   |      |   | 341    |  

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



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Solta Medical, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands of dollars, except share and per share amounts)

(Unaudited)

NOTE 1
 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Background

Solta Medical, Inc. (the Company) develops, manufactures, and markets aesthetic energy devices to address a range of skin
issues brought on by the effects of aging, environmental factors or hormonal changes. The Company was incorporated in California on January 11, 1996 as Thermage, Inc. and reincorporated in Delaware on September 10, 2001. The Company
commercially launched its first products in October 2002.

Basis of Presentation

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated
financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Companys financial position as of the date of the interim balance sheet and results
of operations and cash flows for the interim periods. The results for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the year ending December 31, 2011 or for any other interim period
or for any future year.

These unaudited interim condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and notes for the year ended December 31, 2010 included in the Companys Annual Report on Form10-K.

Significant Accounting Policies

The Companys significant
accounting policies that are disclosed in the Companys Annual Report on Form 10-K filed on March 16, 2011 have not changed since December 31, 2010, except the Companys Revenue Recognition policy (see note 3).

Segment Information

The Company operates in one business segment, which encompasses the developing, manufacturing and marketing of aesthetic energy devices. Management uses one measurement of profitability and does not
segregate its business for internal reporting. All long-lived assets are maintained in the United States. The Chief Operating Decision Maker is the Chairman, President and Chief Executive Officer of the Company.

Reclassifications

To maintain comparability among the periods presented, the Company has reclassed the presentation of certain prior period amounts reported within interest income, interest expense and other income and
expense presented in the accompanying Condensed Consolidated Statements of Operations. The reclassification had no impact to the total loss before income taxes in the periods presented.

Correction to the March 31, 2010 Financial Statements

Subsequent to the issuance of the March 31, 2010 condensed consolidated financial statements, management determined that fair value of the
common stock warrants issued as part of the private placement financing in January 2010, previously reported as $5,251 within the Condensed Consolidated Statement of Cash Flows was incorrectly computed and should have been reflected as $3,690. The
Company has corrected the amount within the supplemental disclosure of non-cash investing and financing activities in the accompanying Condensed Consolidated Statement of Cash Flows. This correction had no impact on operating, investing or financing
cash flows, stockholders equity, or net loss for the period.



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The following table summarizes net revenue by product:



|                           |  |                    |        |  |      |   |        | 
|-------------------------- |  | ------------------ | ------ |  | ---- | - | ------ | 
|                           |  | Three Months Ended |       
|                           |  | March 31,          |       
|                           |  | 2011               |        |  | 2010 |  
|Systems                    |  | $                  | 8,166  |  |      | $ | 9,767  | 
|Tips and other consumables |  |                    | 16,778 |  |      |   | 14,161 | 
|                           |  |                    |        |  |      |   |        | 
|Net revenue from products  |  |                    | 24,944 |  |      |   | 23,928 | 
|Services and other         |  |                    | 1,507  |  |      |   | 2,007  | 
|                           |  |                    |        |  |      |   |        | 
|Total net revenue          |  | $                  | 26,451 |  |      | $ | 25,935 | 
|                           |  |                    |        |  |      |   |        | 

The following table summarizes net revenue by geographic region:



|                   |  |                    |        |  |      |   |        | 
|------------------ |  | ------------------ | ------ |  | ---- | - | ------ | 
|                   |  | Three Months Ended |       
|                   |  | March 31,          |       
|                   |  | 2011               |        |  | 2010 |  
|North America      |  | $                  | 10,841 |  |      |   | 11,325 | 
|Asia Pacific       |  |                    | 8,534  |  |      |   | 7,604  | 
|Europe/Middle East |  |                    | 5,764  |  |      |   | 5,728  | 
|Rest of the world  |  |                    | 1,312  |  |      |   | 1,278  | 
|                   |  |                    |        |  |      |   |        | 
|Total net revenue  |  | $                  | 26,451 |  |      | $ | 25,935 | 
|                   |  |                    |        |  |      |   |        | 

NOTE 2  NET LOSS PER COMMON SHARE

Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of common shares outstanding during the period.

Diluted net loss per share attributed to common shares is computed by dividing the net loss attributable to common shares for the period
by the weighted average number of common and potential common shares outstanding during the period, if the effect of each class of potential common shares is dilutive. Potential common shares include common stock subject to repurchase rights and
shares of common stock issuable upon the exercise of stock options and warrants and shares of common stock issuable under the Employee Stock Purchase Plan and restricted stock units. The dilutive effect of potential common shares is reflected in
diluted net loss per share by application of the treasury stock method, which includes consideration of stock-based compensation.

Diluted net loss per share is the same as basic net loss per share for all periods presented because any potential dilutive common shares were anti-dilutive. Such potentially dilutive shares are excluded
from the computation of diluted nest loss per share when the effect would be to reduce net loss per share. Therefore, in periods when a loss is reported, the calculation of basic and diluted loss per share results in the same value.



|                                           |  |                    |            |   |  |   |            |  
|------------------------------------------ |  | ------------------ | ---------- | - |  | - | ---------- | -
|                                           |  | Three Months Ended |           
|                                           |  | March 31,          |           
|Historical net loss per share:             |  |                    | 2011       |   |  |   | 2010       |  
|Numerator:                                 |  |                    |            |   |  |   |            |  
|Net loss                                   |  | $                  | (1,025     | ) |  | $ | (1,933     | )
|                                           |  |                    |            |   |  |   |            |  
|Denominator:                               |  |                    |            |   |  |   |            |  
|Weighted-average common shares outstanding |  |                    | 59,900,703 |   |  |   | 57,007,696 |  
|                                           |  |                    |            |   |  |   |            |  
|Basic and diluted net loss per share       |  | $                  | (0.02      | ) |  | $ | (0.03      | )
|                                           |  |                    |            |   |  |   |            |  



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The following outstanding options, warrants, common stock issuable under the Employee Stock
Purchase Plan and restricted stock units were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an antidilutive effect:



|                                                         |  |                    |           |  |      |  |           | 
|-------------------------------------------------------- |  | ------------------ | --------- |  | ---- |  | --------- | 
|                                                         |  | Three Months Ended |          
|                                                         |  | March 31,          |          
|                                                         |  | 2011               |           |  | 2010 | 
|Options to purchase common stock                         |  |                    | 6,644,525 |  |      |  | 7,893,570 | 
|Common stock warrants                                    |  |                    | 4,456,009 |  |      |  | 4,581,179 | 
|Restricted stock units                                   |  |                    | 1,696,200 |  |      |  | 926,450   | 
|Common stock issuable under Employee Stock Purchase Plan |  |                    | 106,452   |  |      |  | 123,775   | 

NOTE 3  ACCOUNTING POLICY
 REVENUE RECOGNITION

Revenue Recognition

Product revenue is recognized when delivery has occurred, persuasive evidence of an arrangement exists, the price is fixed or determinable
and collectability is reasonably assured. Delivery is deemed to have occurred when title and risks and rewards of ownership have transferred to the customer and remaining obligations are considered perfunctory. For most of the Companys product
sales, transfer of title and risks and rewards of ownership occurs when the product is shipped. Revenue is recorded net of customer and distributor discounts and rebates. For sales transactions in which collectability is not reasonably assured, the
Company recognizes revenue upon receipt of cash payment.

The Company sells to end-users in the United States and to
distributors and end-users outside of the United States. Sales to end-users and distributors do not include return rights. The Company typically recognizes revenues upon shipment for sales through independent, third party distributors as the Company
has no continuing obligations subsequent to shipment, other than replacement parts. The distributors are responsible for all marketing, sales, installation, training and warranty services for the Companys products, as well as obtaining
regulatory clearances and approvals outside of the United States. While the regulatory approval process varies greatly by country and the Company may assist the distributor in the regulatory approval process, the responsibility belongs to the
distributor. The Company determines whether its remaining obligation in the sale is perfunctory prior to recording revenue. The Company does not provide price protection or stock rotation rights to any of its distributors. In addition, the
Companys distributor agreements do not allow the distributor to return or exchange products and the distributor is obligated to pay the Company for the sale regardless of whether the distributor is able to resell the product.

The Company also offers customers extended warranty service contracts. Revenue from the sale of extended service contracts is recognized
on a straight-line basis over the period of the applicable extended contract. The Company also earns service revenue from customers outside of their warranty term or extended service contracts. Such service revenue is recognized as the services are
provided.

Revenue Recognition for Arrangements with Multiple Deliverables

In October 2009, the Financial Accounting Standards Board (FASB) issued ASU No. 2009-13, Multiple-Deliverable
Revenue Arrangements (ASU 2009-13), amending the requirements for establishing separate units of accounting in a multiple element arrangement and requiring the allocation of arrangement consideration based on the relative selling
price of each deliverable. ASU 2009-13 permits prospective or retrospective adoption, and the Company elected prospective adoption during the first quarter of 2011.The adoption of ASU 2009-13 did not have a significant effect to the Companys
revenue in this period of adoption.

The Companys products and services will generally continue to qualify as separate
units of accounting under ASU 2009-13. The Company evaluates each deliverable in an arrangement to determine whether it represents a separate unit of accounting. A deliverable is considered a separate unit of accounting when it has stand-alone value
to the customers and if the arrangement includes a customer refund or return right relative to the delivered item, the delivery and performance of the undelivered item is considered probable and substantially in the Companys control. In
arrangements where the aforementioned criteria are not met, the deliverable is combined with the undelivered item(s) and revenue recognition is determined as one single unit.



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##### Table of Contents

The Companys multi-element arrangements generally consist of the sale of systems and
post-sale obligations like training or installation. These obligations are fulfilled after product shipment. For multi-element arrangements like these, the Company allocates revenue to all deliverables based on their relative selling prices since
the deliverables qualify as separate units of accounting. In such circumstances, ASU 2009-13 establishes a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective
evidence of fair value (VSOE), (ii) third-party evidence of selling price (TPE), and (iii) best estimate of the selling price (BESP). VSOE generally exists only when the Company sells the deliverable
separately and is the price actually charged by the Company for that deliverable. BESP reflects the Companys best estimate of what the selling price of that element would be if it was sold regularly on a stand-alone basis, considering factors
relevant to its pricing practices such as standalone sales prices of similar products, customer type, and geography. Amounts allocated to the deliverables are recognized as revenue upon delivery, provided all other revenue recognition criteria have
been satisfied.

NOTE 4  BALANCE SHEET DETAIL

Cash and Cash Equivalents

The Company considers all highly liquid
investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

On a recurring
basis, the Company measures its cash equivalents at fair value. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A fair value hierarchy prioritizes
the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3)
unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable
inputs when determining fair value.

The Companys cash equivalents are classified within Level 1 of the fair value
hierarchy because they are valued using quoted market prices for identical assets that the Company has the ability to assess at the measurement date. The Companys cash equivalents, which are money market funds that mature in three months or
less, are classified as such at March 31, 2011 and December 31, 2010.

Fair Value of Financial Instruments

Carrying amounts of the Companys financial instruments, including cash and cash equivalents, accounts receivable, accounts payable
and accrued liabilities, approximate their fair values due to their short maturities. Based on the borrowing rates available to the Company for loans with similar terms, the carrying value of the borrowings approximates their fair value. The
carrying amounts of other assets and liabilities approximate their fair values based upon their nature and size.

Inventories, Net

Inventories, net consist of the following:



|                |  |               |        |  |                  |   |        | 
|--------------- |  | ------------- | ------ |  | ---------------- | - | ------ | 
|                |  | March 31,2011 |        |  | December 31,2010 |  
|Raw materials   |  | $             | 4,332  |  |                  | $ | 4,458  | 
|Work-in-process |  | $             | 465    |  |                  |   | 494    | 
|Finished goods  |  | $             | 7,253  |  |                  |   | 5,597  | 
|                |  |               |        |  |                  |   |        | 
|                |  | $             | 12,050 |  |                  | $ | 10,549 | 
|                |  |               |        |  |                  |   |        | 



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##### Table of Contents

Intangible Assets

The Companys intangible assets were acquired in connection with the acquisition of Reliant Technologies, Inc. on December 23, 2008, Aesthera Corporation on February 26, 2010 and CLRS
Technology Corporation on October 15, 2010. The carrying amount and accumulated amortization expense of the acquired intangible assets at March 31, 2011 and December 31, 2010 were as follows:



|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|-------------------------------------------------- |  | -------------------- | ----------- |  | ------------------- | - | ------ | ----------------------- |  | -- | ----------------- | - |  | - | ------ | 
|March 31, 2011                                     |  | EstimatedUseful Life |             |  | Gross CarryingValue |   |        | AccumulatedAmortization |  |    | Net CarryingValue |  
|Intangible assets amortized to cost of revenue:    |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|Core technology                                    |  |                      | 6 -12 years |  |                     | $ | 21,320 |                         |  | ($ | 3,928             | ) |  | $ | 17,392 | 
|Product technology                                 |  |                      | 7 years     |  |                     |   | 9,270  |                         |  |    | (3,009            | ) |  |   | 6,261  | 
|Future royalties contract                          |  |                      | 10 years    |  |                     |   | 3,890  |                         |  |    |                  |   |  |   | 3,890  | 
|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|                                                   |  |                      |             |  |                     |   | 34,480 |                         |  |    | (6,937            | ) |  |   | 27,543 | 
|Intangible assets amortized to operating expenses: |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|Product development contract                       |  |                      | 1.9 years   |  |                     |   | 620    |                         |  |    | (620              | ) |  |   |       | 
|Non-compete agreement                              |  |                      | 2 years     |  |                     |   | 500    |                         |  |    | (500              | ) |  |   |       | 
|Trade Names                                        |  |                      | 6 -10 years |  |                     |   | 3,980  |                         |  |    | (875              | ) |  |   | 3,105  | 
|Customer relationships                             |  |                      | 4 -12 years |  |                     |   | 6,310  |                         |  |    | (1,215            | ) |  |   | 5,095  | 
|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|                                                   |  |                      |             |  |                     |   | 11,410 |                         |  |    | (3,210            | ) |  |   | 8,200  | 
|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|Total intangible assets                            |  |                      |             |  |                     | $ | 45,890 |                         |  | ($ | 10,147            | ) |  | $ | 35,743 | 
|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|                                                   |  |                      |             | 
|December 31, 2010                                  |  | EstimatedUseful Life |             |  | Gross CarryingValue |   |        | AccumulatedAmortization |  |    | Net CarryingValue |  
|Intangible assets amortized to cost of revenue:    |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|Core technology                                    |  |                      | 6 -12 years |  |                     | $ | 21,320 |                         |  | ($ | 3,423             | ) |  | $ | 17,897 | 
|Product technology                                 |  |                      | 7 years     |  |                     |   | 9,270  |                         |  |    | (2,678            | ) |  |   | 6,592  | 
|Future royalties contract                          |  |                      | 10 years    |  |                     |   | 3,890  |                         |  |    |                  |   |  |   | 3,890  | 
|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|                                                   |  |                      |             |  |                     |   | 34,480 |                         |  |    | (6,101            | ) |  |   | 28,379 | 
|Intangible assets amortized to operating expenses: |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|Product development contract                       |  |                      | 1.9 years   |  |                     |   | 620    |                         |  |    | (669              | ) |  |   |       | 
|Non-compete agreement                              |  |                      | 2 years     |  |                     |   | 500    |                         |  |    | (505              | ) |  |   |       | 
|Trade name                                         |  |                      | 6 -10 years |  |                     |   | 3,980  |                         |  |    | (769              | ) |  |   | 3,211  | 
|Customer relationships                             |  |                      | 4 -12 years |  |                     |   | 6,310  |                         |  |    | (1,091            | ) |  |   | 5,219  | 
|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|                                                   |  |                      |             |  |                     |   | 11,410 |                         |  |    | (3,034            | ) |  |   | 8,430  | 
|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 
|Total intangible assets                            |  |                      |             |  |                     | $ | 45,890 |                         |  | ($ | 9,135             | ) |  | $ | 36,809 | 
|                                                   |  |                      |             |  |                     |   |        |                         |  |    |                   |   |  |   |        | 

The Company has included amortization of acquired intangible assets directly attributable to
revenue-generating activities in cost of revenue. The Company has included amortization of acquired intangible assets not directly related to revenue-generating activities in operating expenses. During the three months ended March 31, 2011 and
2010, the Company recorded amortization expense in the amount of $836 and $747 to cost of revenue and $229 and $362 to operating expenses, respectively.

The Company has recorded an acquired intangible asset related to a future royalties contract that has not yet begun to generate revenue. The Company has deferred the amortization of the acquired
intangible asset related to the future royalties contract until the asset begins to generate revenue.



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As of March 31, 2011, the total expected future amortization related to intangible
assets, is as follows:



|                    |  |                                        |        |  |                                         |   |       |                          |  |   |        | 
|------------------- |  | -------------------------------------- | ------ |  | --------------------------------------- | - | ----- | ------------------------ |  | - | ------ | 
|                    |  | Amortizationincluded in Costof Revenue |        |  | Amortizationincluded inOperatingExpense |   |       | TotalAmortizationExpense | 
|2011                |  | $                                      | 2,507  |  |                                         | $ | 852   |                          |  | $ | 3,359  | 
|2012                |  |                                        | 3,343  |  |                                         |   | 1,136 |                          |  |   | 4,479  | 
|2013                |  |                                        | 3,343  |  |                                         |   | 1,136 |                          |  |   | 4,479  | 
|2014                |  |                                        | 3,343  |  |                                         |   | 1,125 |                          |  |   | 4,468  | 
|2015 and thereafter |  |                                        | 15,007 |  |                                         |   | 3,951 |                          |  |   | 18,958 | 
|                    |  |                                        |        |  |                                         |   |       |                          |  |   |        | 
|                    |  | $                                      | 27,543 |  |                                         | $ | 8,200 |                          |  | $ | 35,743 | 
|                    |  |                                        |        |  |                                         |   |       |                          |  |   |        | 

Goodwill

The changes in the carrying amount of goodwill are as follows:



|                               |  |               |        |  |                  |   |        | 
|------------------------------ |  | ------------- | ------ |  | ---------------- | - | ------ | 
|                               |  | March 31,2011 |        |  | December 31,2010 |  
|Balance at beginning of period |  | $             | 49,481 |  |                  |   | 47,289 | 
|Addition from acquisition      |  |               |       |  |                  |   | 2,192  | 
|                               |  |               |        |  |                  |   |        | 
|Balance at end of period       |  | $             | 49,481 |  |                  | $ | 49,481 | 
|                               |  |               |        |  |                  |   |        | 

Accrued Liabilities

Accrued liabilities consist of the following:



|                             |  |               |        |  |                  |   |        | 
|---------------------------- |  | ------------- | ------ |  | ---------------- | - | ------ | 
|                             |  | March 31,2011 |        |  | December 31,2010 |  
|Payroll and related expenses |  | $             | 4,047  |  |                  | $ | 4,436  | 
|Royalties payable            |  |               | 54     |  |                  |   | 355    | 
|Warranty                     |  |               | 1,355  |  |                  |   | 1,525  | 
|Professional fees            |  |               | 443    |  |                  |   | 510    | 
|Accrued purchases            |  |               | 392    |  |                  |   | 397    | 
|Other                        |  |               | 4,706  |  |                  |   | 4,807  | 
|                             |  |               |        |  |                  |   |        | 
|                             |  | $             | 10,997 |  |                  | $ | 12,030 | 
|                             |  |               |        |  |                  |   |        | 

NOTE 5  WARRANTY AND SERVICE CONTRACTS

Standard Warranty

The Company currently accrues for the estimated
cost to repair or replace products under warranty at the time of sale. A summary of standard warranty accrual activity is shown below:



|                                                 |  |                             |       |   |      |   |       |  
|------------------------------------------------ |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                                 |  | Three Months EndedMarch 31, |      
|                                                 |  | 2011                        |       |   | 2010 |  
|Balance at beginning of period                   |  | $                           | 1,525 |   |      | $ | 1,163 |  
|Additions from acquisition                       |  |                             |      |   |      |   | 240   |  
|Accruals for warranties issued during the period |  |                             | 611   |   |      |   | 610   |  
|Settlements made during the period               |  |                             | (781  | ) |      |   | (720  | )
|                                                 |  |                             |       |   |      |   |       |  
|Balance at end of period                         |  | $                           | 1,355 |   |      | $ | 1,293 |  
|                                                 |  |                             |       |   |      |   |       |  



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Extended Warranty Service Contracts

The Company sells extended warranty service contracts to its customers. At the time of sale, the Company defers the amounts billed for
such service contracts. Deferred service contract revenue, included as deferred revenue on the balance sheet, is recognized on a straight-line basis over the period of the applicable extended warranty contract. A summary of extended warranty
contract activity is shown below:



|                               |  |                    |       |   |      |   |       |  
|------------------------------ |  | ------------------ | ----- | - | ---- | - | ----- | -
|                               |  | Three Months Ended |      
|                               |  | March 31,          |      
|                               |  | 2011               |       |   | 2010 |  
|Balance at beginning of period |  | $                  | 2,805 |   |      | $ | 2,440 |  
|Additions from acquisition     |  |                    |      |   |      |   | 302   |  
|Payments received              |  |                    | 976   |   |      |   | 446   |  
|Revenue recognized             |  |                    | (946  | ) |      |   | (964  | )
|                               |  |                    |       |   |      |   |       |  
|Balance at end of period       |  | $                  | 2,835 |   |      | $ | 2,224 |  
|                               |  |                    |       |   |      |   |       |  

As of March 31, 2011, $1,924 of the extended warranty contracts was classified as current and $911 was
classified as non-current. The Company incurred costs of $325 and $245 under extended warranty contracts during the three months ended March 31, 2011 and 2010, respectively.

NOTE 6  CREDIT FACILITY

The Company entered into a Loan and Security
Agreement (the Loan Agreement) with Silicon Valley Bank (the Lender) on March 9, 2009 with a subsequent amendment on March 27, 2009, providing for a $6,000 secured revolving loan facility, with availability to be
subject to a borrowing base formula, and a $3,000 secured term loan. On June 30, 2009, the Company entered into a second amendment to the Loan Agreement which provided for an increase of the secured revolving loan facility to $8,000 and an
additional $1,000 secured term loan. On March 31, 2010, the Company entered into a third amendment to the Loan Agreement which provided for an increase of the commitment under the loan facility by adding a $10 million secured term loan
facility, amended the financial covenants, which includes changes to the liquidity ratio, minimum EBITDA covenant and removal of the tangible net worth covenant, and extended the maturity date of the existing revolving loan facility from
March 9, 2011 to March 8, 2012. On October 15, 2010, the Company entered into a fourth amendment to the Loan Agreement, which authorized the Company to consummate the acquisition of CLRS. Other terms of the Loan Agreement remain
unchanged. At March 31, 2011, $8,000 was outstanding on the revolving loan facility and $1,253 was outstanding on the secured term loans.

As of March 31, 2011, the Loan Agreement contains financial covenants requiring the Company to maintain a minimum liquidity ratio and minimum EBITDA. The Company was in compliance with these
covenants as of March 31, 2011. The Company repaid all funds drawn from the revolving loan facility in April 2011.

NOTE 7 
CONTINGENCIES

Litigation Matters

From time to time, the Company is involved in litigation relating to claims arising from the ordinary course of 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 and an analysis of historical experience.
Management does not believe the final disposition of any existing litigation matters will have a material adverse effect on the financial statements and future cash flows of the Company. Also, the Company does not record gain contingencies.



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On December 21, 2009, a complaint was filed in the Santa Clara County Superior Court by
three former stockholders of Reliant against Reliant and certain former officers and directors of Reliant in connection with our acquisition of Reliant, which closed on December 23, 2008. The complaint purports to be brought on behalf of the
former common stockholders of Reliant. As a result of the acquisition, a successor entity to Reliant, Reliant Technologies, LLC, became our wholly-owned subsidiary. One member of the Companys Board of Directors and the Companys former
Chief Technology Officer and former member of the Companys Board of Directors are among the defendants named in the complaint. The principal claim, among others, is that Reliant violated the California Corporations Code by failing to obtain
the vote from a majority of holders of Reliants common stock prior to the consummation of the acquisition. The complaint also purports to challenge disclosures made by Reliant in connection with its entry into the acquisition and alleges that
the defendants failed to maximize the value of Reliant for the benefits of Reliants common stockholders. On August 2, 2010, defendants filed a motion to dismiss or stay the entire action based on a mandatory forum selection clause in the
merger agreement which requires that claims related to the merger be litigated in Delaware. On September 28, 2010, the Court granted the defendants motion to dismiss or stay, and stayed the action indefinitely. To date, the plaintiffs
have not filed a complaint against the defendants in Delaware. We believe that this suit is without merit, and we intend to vigorously defend it. Although we do not expect that the final disposition of this litigation will have a material adverse
effect on our financial results, we expect to devote certain personnel and resources to resolve this litigation.

On
December 4, 2009, Aesthera was served with a class action complaint filed in the United States District Court for the District of Connecticut alleging that Aesthera caused unsolicited fax advertisements to be sent to the plaintiffs in violation
of the Telephone Consumer Protection Act, or TCPA, and Connecticut state law. The complaint purports to be filed on behalf of a class, and it alleges that Aesthera caused unsolicited fax advertisements to be sent from August 1, 2006 through the
present. Plaintiffs seek statutory damages under the TCPA and Connecticut state law, attorneys fees and costs of the action, and an injunction to prevent any future violations. In May 2010, the Company reached an agreement in principle to
settle the matter on a class-wide basis by consenting to certification of a settlement class to receive payment out of a settlement fund. On November 5, 2010, the plaintiffs filed an unopposed motion for certification of a settlement class
and for preliminary approval of the parties settlement. On April 15, 2011, the District Court denied plaintiffs motion without prejudice on the grounds that the proposed means of giving notice to the class  i.e., via fax
 was not the best practicable notice, as required by Federal Rule 23(c)(2)(B). The Court further advised that plaintiffs motion could be resubmitted and that notice should be provided to the class via first class mail, with the cost
of such notice to be borne by Aesthera without reduction to the settlement fund. Plaintiffs have not yet submitted a revised motion, but we anticipate the parties will adjust the settlement to meet the Courts term. Discovery in this
action has been stayed since May 6, 2010, and on December 9, 2010, the Court extended that stay until March 9, 2011 so as to permit itself an opportunity to review and rule upon [plaintiffs] pending motion. If
the current process does not result in approval of a settlement, then we anticipate that the parties will engage in discovery and that Aesthera will vigorously oppose certification of a class. We believe that we have meritorious defenses in this
action and intend to defend the action vigorously if the proposed settlement is not approved by the Court. We do not believe the final disposition of this action will have a material adverse effect on our financial statements and future cash
flows.

In January 2008, a product design complaint was filed against the Company in Federal District Court in
Maryland. The individual seeks monetary damages, a portion of which we believe are within our insurance limits, as well as attorneys fees and costs of the action. Discovery in the matter is essentially complete and the trial date has
been set for September 2011. We do not believe the final disposition of this action will have a material adverse effect on our operating results, financial condition or future cash flows. We believe that we have meritorious defenses in
this action and intend to continue to defend the action vigorously.

Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and
warranties and provide for general indemnifications. The Companys exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has
not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

In accordance with its certificate of incorporation, bylaws and individual indemnification agreements, the Company has indemnification
obligations to its officers and directors and certain key employees for certain events or occurrences, subject to certain limits, while they are serving at the Companys request in such a capacity. There have been no claims to date and the
Company has a director and officer insurance policy that may enable it to recover a portion of any amount paid for future claims.



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NOTE 8  STOCK-BASED COMPENSATION

Stock-based compensation expense is recognized using a fair-value based method for costs related to all share-based payments related to
stock options granted to employees and non-employees, the Employee Stock Purchase Plan and restricted stock unit awards. The stock-based compensation expenses are allocated to cost of revenue, sales and marketing, research and development and
general and administrative as follows:



|                                          |  |                             |     |  |      |   |     | 
|----------------------------------------- |  | --------------------------- | --- |  | ---- | - | --- | 
|                                          |  | Three Months endedMarch 31, |    
|                                          |  | 2011                        |     |  | 2010 |  
|Stock-based compensation expense:         |  |                             |     |  |      |   |     | 
|Employee stock-based compensation expense |  | $                           | 403 |  |      | $ | 562 | 
|Employee stock purchase plan              |  |                             | 33  |  |      |   | 58  | 
|Restricted stock units                    |  |                             | 233 |  |      |   | 82  | 
|                                          |  |                             |     |  |      |   |     | 
|Total stock-based compensation expense    |  | $                           | 669 |  |      | $ | 702 | 
|                                          |  |                             |     |  |      |   |     | 
|                                          | 
|                                          |  | Three Months endedMarch 31, |    
|                                          |  | 2011                        |     |  | 2010 |  
|Cost of revenue                           |  | $                           | 69  |  |      | $ | 74  | 
|Sales and marketing                       |  |                             | 226 |  |      |   | 215 | 
|Research and development                  |  |                             | 47  |  |      |   | 45  | 
|General and administrative                |  |                             | 327 |  |      |   | 368 | 
|                                          |  |                             |     |  |      |   |     | 
|Total stock-based compensation expense    |  | $                           | 669 |  |      | $ | 702 | 
|                                          |  |                             |     |  |      |   |     | 

During the three months ended March 31, 2010, the board of directors approved the issuance of 918,950
shares of restricted stock units to certain employees under the 2006 Equity Incentive Plan. The value of the restricted stock awards was based on the closing stock market price on the award date. Out of the total restricted stock units granted in
2010, 731,000 of the awards would be subject to vesting over three years if such units are earned by the achievement of certain corporate performance-based milestones. As of December 31, 2010, these milestones were not achieved and accordingly
the respective stock awards expired during the quarter ended March 31, 2011. As a result, no stock based compensation expense was recognized for these awards. The remaining 187,950 restricted stock units granted in the first three months of
2010 continue to vest over three years.

During the three months ended March 31, 2011, under the 2006 Equity Incentive
Plan, the board of directors approved the issuance of 733,300 shares of restricted stock units and 886,400 shares of market stock units to certain employees. The value of the restricted stock awards was based on the closing stock market price on the
date of award. These restricted stock units vest over three years. The fair value of the market stock units at the issuance date was estimated using the Monte-Carlo simulation model which is a probabilistic approach for calculating the fair value of
the awards. The Monte-Carlo simulation is a statistical technique used, in this instance, to simulate future stock prices of the Company and the Russell Microcap Index by using the following assumptions: expected volatility of 82.92% and 35.29%%,
correlation coefficients of 1.0 and 0.2183, risk-free interest rate of 1.4%, and contractual life of 3 years. The market stock units will vest over three years if certain market conditions are met. The market conditions are tied to the performance
of the Companys common stock relative to the Russell Microcap Index.

NOTE 9  SUBSEQUENT EVENTS

On April 20, 2011, the Company entered into a fifth amendment to the Loan Agreement (see note 6), which extended the borrowing
period for term loans borrowed under the secured term loan facility from March 31, 2011 to March 31, 2012, and extended the maturity date of such borrowings for term loans borrowed under the secured term loan facility from
December 31, 2013 to December 31, 2014. Other terms of the Loan Agreement remain unchanged.



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

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of
the federal securities laws. These statements include, but are not limited to, introduction of new procedures and associated treatment tips in the future; sales organization growth; growth in international sales and expansion into new international
markets; and our belief that our cash, cash equivalents and marketable investments, along with our credit facility will satisfy our anticipated cash requirements. These statements are subject to risks and uncertainties that could cause actual
results and events to differ materially from those expressed or implied by such forward-looking statements. For a detailed discussion of these risks and uncertainties, see Risk Factors section in Item 1A of this Quarterly Report on
Form 10-Q. We caution the reader not to place undue reliance on these forward-looking statements, which reflect managements analysis only as of the date of this Form 10-Q. We undertake no obligation to update forward-looking statements, which
reflect events or circumstances occurring after the date of this Form 10-Q. We also encourage you to read the Critical Accounting Policies in Item 7 Managements Discussion and Analysis contained in Part II of our Annual Report
on Form 10-K filed on March 16, 2011.

Overview

We design, develop, manufacture and market professional and consumer aesthetic energy-based devices to address a range of skin issues brought on by the effects of aging, environmental factors or hormonal
changes. Our patented and FDA-cleared systems use radiofrequency, or RF, energy to heat and shrink collagen and tighten tissue while simultaneously cooling and protecting the surface of the skin.

Laser devices used for aesthetic procedures, such as skin resurfacing, are generally regulated as Class II medical devices, requiring
510(k) clearance. The FDA has granted fourteen 510(k) clearances for four Fraxel devices relating to multiple indications for use.

The acquisition of Aesthera Corporation (Aesthera) has added intense pulsed light, which we sometimes refer to as IPL, devices to our product portfolio. In April 2005,
Aesthera received FDA clearance to market its first IPL system for the treatment of benign vascular and pigmented lesions, and permanent hair reduction. In September 2006, the Aesthera PPx System received FDA clearance for the treatment of
benign vascular and pigmented lesions, permanent hair reduction, and the additional indication of treatment of mild to moderate acne. The Isolaz system received FDA clearance in January 2009 for the treatment of benign vascular and pigmented
lesions, permanent hair reduction, and mild to moderate acne.

The acquisition of CLRS Technology Corporation
(CLRS) also added an IPL personal care acne treatment system. In April 2010, the CLARO product was the first IPL acne treatment system to secure FDA over-the-counter clearance for the treatment of mild-to-moderate inflammatory acne.

As of March 31, 2011, we had a global installed base of over 7,200 systems.

Net revenue for the three months ended March 31, 2011 increased 2% or $0.5 million, to $26.5 million, from $25.9 million in 2010,
mainly from higher tip revenue and an increase in Aesthera products under the Isolaz brand name, partially offset by a decrease in upgrade and net system sales and a decrease in handpeice sales. Our business continued to be impacted by the weakness
in global economic conditions and tight credit markets, which we believe have continued to contribute to a slowdown in customer purchase decisions. As our procedures are generally elective, the slowing economy reduced demand for our procedures. The
tight credit markets limited the ability of some of our customers to obtain financing for the purchase of our products. In response to the continuing difficulties in the economy, we have implemented a number of initiatives in response to the tight
worldwide credit market, including expanding our partner program to include Fraxel consumables as well as offering incentives to doctors who become Fraxel, Thermage and Isolaz customers.

Significant Business Trends

We derive revenue primarily from the sale of
systems, treatment tips and consumables. For the three months ended March 31, 2011 and 2010, we derived 63% and 55% respectively, of our revenue from treatment tips and consumable sales, and 31% and 38% respectively, of our revenue from system
sales. The balance of our revenue is derived from service, research and development and shipping.

During 2010 and the first
quarter of 2011, sales of treatment tips and consumables increased as a percentage of our revenue versus system sales due to the acquisition of Reliant and Aesthera, and revenue derived from sales of products and services within North America
decreased as a percentage of our total revenue.



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We market our professional products in North America to physicians, primarily dermatologists
and plastic surgeons, through a direct sales force and internationally through a network of independent distributors and our direct sales force in certain countries. Distribution of our consumer product is through retail channels and our own web
site and this product is currently only available in the United States. In the three months ended March 31, 2011 and 2010, we derived 41% and 44%, respectively, of our revenue from sales of our products and services within North America, and
59% and 56%, respectively, of our total sales outside of North America. We believe that a significant portion of our business will continue to come from international sales through increased penetration in countries where we currently sell our
products, combined with expansion into new international markets. The percentages of our revenue by region are presented in the table below:



|                   |  |                             |     |   |      |  |     |  
|------------------ |  | --------------------------- | --- | - | ---- |  | --- | -
|                   |  | Three Months EndedMarch 31, |    
|                   |  | 2011                        |     |   | 2010 | 
|North America      |  |                             | 41  | % |      |  | 44  | %
|Asia Pacific       |  |                             | 32  | % |      |  | 29  | %
|Europe/Middle East |  |                             | 22  | % |      |  | 22  | %
|Rest of the world  |  |                             | 5   | % |      |  | 5   | %
|                   |  |                             |     |   |      |  |     |  
|Total net revenue  |  |                             | 100 | % |      |  | 100 | %
|                   |  |                             |     |   |      |  |     |  

We continue to believe our bifurcated sales force will serve us well. With the acquisition of Reliant and
Aesthera, we have one of the largest North American direct sales forces in the industry, with about half of the sales force focusing on existing customers and sales of treatment tips, upgrades and training, and the remainder focusing on securing new
accounts.

Future operating results are difficult to predict accurately. We anticipate that our quarterly results of
operations may fluctuate for the foreseeable future due to several factors, including prevailing economic conditions and our customers access to credit, the timing of introduction and the degree of acceptance of future product offerings,
unanticipated interruptions and expenses related to our manufacturing operations, and the performance of our direct sales force and international distributors. The tight credit markets have limited the ability of some of our customers to obtain
financing for the purchase of our products. We have implemented a number of initiatives in response to the tight worldwide credit market, including expanding our partner program to include Fraxel consumables as well as offering incentives to doctors
who become Fraxel, Thermage and Isolaz customers.

As new or enhanced products are introduced, we must successfully manage the
transition from older products in order to minimize disruption in customers ordering patterns, avoid excessive levels of older product inventories, and ensure that enough supplies of new products can be delivered to meet customer demand.

Significant Industry Factors

Our business is subject to the impact of economic conditions on the growth of the industry and to our ability to continue to develop new products, applications and innovative technologies, obtain and
maintain regulatory clearances for our products, protect our proprietary technology, and successfully market and distribute our products. Our industry is characterized by seasonally lower demand during the third calendar quarter of the year, when
both physicians and prospective patients take summer vacations. Additionally, our industry is highly competitive and our success depends on our ability to compete successfully. Our business is sensitive to a number of factors that influence the
levels of consumer spending, including political and economic conditions such as recessionary environments, the level of disposable consumer income, consumer debt, interest rates and consumer confidence. Declines in consumer spending on aesthetic
procedures could have an adverse effect on our operating results. A detailed discussion of these and other factors that impact our business is provided in the Risk Factors section in this Quarterly Report on Form 10-Q.

Results of Operations

Three Months Ended March 31, 2011 and 2010

Net Revenue. Revenue is derived from the sales of systems, treatment tips and other consumables, and service and other revenue. Net revenue was $26.4 million for the three months ended
March 31, 2011, an increase of $0.5 million, or 2%, compared to $25.9 million for the three months ended March 31, 2010. This increase in net revenue is primarily due to an increase in tip revenue and an increase in Aesthera products and
services under the Isolaz brand name of $0.4 million, partially offset by a decrease in upgrade and net system sales and a decrease in handpiece sales.System sales for the three months ended March 31, 2011 was $8.2 million, a decrease
of $1.6 million, or 16%, compared to $9.8 million for the same period in 2010. Sales of treatment tips and other consumables was $16.8 million, an increase of $2.6 million, or 18%, compared to $14.2 million for the same period in 2010.



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##### Table of Contents

Cost of Revenue.Our cost of revenue consists primarily of material, labor and
manufacturing overhead expenses. Gross margin was 68% of revenue for the three months ended March 31, 2011, compared with 65% of revenue for the same period in 2010. The increase in gross margin as a percent of revenue for the first quarter of
2011 when compared to the prior year period was primarily due to our sales for the quarter consisting of a relatively higher mix of tip sales in the first quarter of 2011.

Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs and costs related to customer-attended workshops and trade shows and advertising, as well as marketing
and customer service expenses. Sales and marketing expenses for the three months ended March 31, 2011 was $11.8 million, an increase of $1.9 million, or 20%, compared to $9.9 million for the same period in 2010. The increase was primarily
attributable to an increase of $1.2 million in headcount and related personnel and travel and entertainment expenses, an increase of $0.3 million in discretionary marketing expenses, an increase of $0.2 million in professional outside services, an
increase of $0.1 million of amortization of intangibles and an increase of $0.1 million in telecommunication, depreciation and allocated information technology and facility expenses.

Research and Development.Research and development expenses consists primarily of personnel costs, clinical and regulatory
costs, material costs and regulatory and quality assurance costs not directly related to the manufacturing of our products. Research and development expenses for the three months ended March 31, 2011 was $3.6 million, a decrease of $0.6
million, or 13%, compared to $4.1 million for the same period in 2010. The decrease was mainly due to a decrease of $0.7 million in headcount and related personnel expenses and a decrease of $0.2 million in amortization of intangibles, partially
offset by an increase of $0.3 million in clinical studies and other R&D project costs.

General and
Administrative. General and administrative expenses consists primarily of personnel costs, legal and accounting fees, human resources costs and other general operating expenses. General and administrative expenses for the three months ended
March 31, 2011 was $3.7 million, a decrease of $0.8 million, or 17%, compared with $4.5 million for the same period in 2010. The decrease from the same period in the prior year was primarily due to a decrease of $0.8 million in acquisition
related expense resulting from the acquisition of Aesthera in the first quarter of 2010, a decrease of $0.2 million in employee payroll and related expenses and a decrease of $0.1 million in bad debt expense, partially offset by an increase of $0.2
million in business insurance and an increase of $0.1 million in telecommunication, depreciation and allocated information technology and facility expenses.

Interest Income.Interest income consists primarily of interest income generated from our cash and cash equivalents. Interest income increased $8,000, or 133%, to $14,000 for the three months ended
March 31, 2011 from $6,000 for the same period in 2010. The increase is primarily due to higher average cash and cash equivalent balances during the first quarter of 2011.

Interest Expense.Interest expense consists primarily of interest expense resulting from borrowings on the line of credit and term
loans. Interest expense decreased by $7,000, or 12%, to $53,000 for the three months ended March 31, 2011 from $60,000 for the same period in 2010. The decrease is a result of lower debt balances during the first quarter of 2011.

Other Income and Expense, net.Net other income and expense consist primarily of activity resulting from foreign exchange gains
and losses. Net other income and expense was net income of $127,000 and net expense of $89,000 in the three months ended March 31, 2011 and 2010, respectively. The net income increase in the first quarter of 2011 when compared to the same
period in the prior year is primarily due to foreign exchange gains resulting from currency fluctuations during the first quarter of 2011.

Provision for Income Taxes. There was an income tax provision of $65,000 and $64,000 for the three months ended March 31, 2011 and 2010, respectively. The provision for income taxes for the
first quarters of 2011 and 2010 primarily represents taxes in foreign and state jurisdictions.

Stock-Based Compensation

For the three months ended March 31, 2011 and 2010 employee and non-employee stock-based compensation expense has been allocated as
follows (in thousands):



|                                       |  |                             |     |  |      |   |     | 
|-------------------------------------- |  | --------------------------- | --- |  | ---- | - | --- | 
|                                       |  | Three Months endedMarch 31, |    
|                                       |  | 2011                        |     |  | 2010 |  
|Cost of revenue                        |  | $                           | 69  |  |      | $ | 74  | 
|Sales and marketing                    |  |                             | 226 |  |      |   | 215 | 
|Research and development               |  |                             | 47  |  |      |   | 45  | 
|General and administrative             |  |                             | 327 |  |      |   | 368 | 
|                                       |  |                             |     |  |      |   |     | 
|Total stock-based compensation expense |  | $                           | 669 |  |      | $ | 702 | 
|                                       |  |                             |     |  |      |   |     | 



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Reconciliation of GAAP to Non-GAAP Financial Measures

The following presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a
substitute for comparable GAAP measures. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these matters and the material limitation of these measures,
see items (1)  (4) below.



|                                                                                              |  |                              |            |   |      |    |            |  
|--------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | -- | ---------- | -
|                                                                                              |  | Three Months Ended
March 31, |           
|                                                                                              |  | 2011                         |            |   | 2010 |   
|GAAP Gross margin                                                                             |  | $                            | 18,061     |   |      | $  | 16,793     |  
|                                                                                              |  |                              |            |   |      |    |            |  
|GAAP gross margin as     % of sales                                                           |  |                              | 68         | % |      |    | 65         | %
|                                                                                              |  |                              |            |   |      |    |            |  
|Non-GAAP adjustments to gross margin:                                                         |  |                              |            |   |      |    |            |  
|GAAP Gross margin                                                                             |  | $                            | 18,061     |   |      | $  | 16,793     |  
|Amortization and other non-cash acquisition related charges (1)                               |  |                              | 845        |   |      |    | 860        |  
|Stock-based compensation (3)                                                                  |  |                              | 69         |   |      |    | 74         |  
|                                                                                              |  |                              |            |   |      |    |            |  
|Non-GAAP gross margin                                                                         |  | $                            | 18,975     |   |      | $  | 17,727     |  
|                                                                                              |  |                              |            |   |      |    |            |  
|Non-GAAP gross margin as     % of sales                                                       |  |                              | 72         | % |      |    | 68         | %
|                                                                                              |  |                              |            |   |      |    |            |  
|GAAP loss from operations                                                                     |  | ($                           | 1,048      | ) |      | ($ | 1,726      | )
|Non-GAAP adjustments to net loss from operations:                                             |  |                              |            |   |      |    |            |  
|Amortization and other non-cash acquisition related charges (1)                               |  |                              | 1,074      |   |      |    | 1,221      |  
|Acquisition-related expenses (2)                                                              |  |                              |           |   |      |    | 824        |  
|Stock-based compensation (3)                                                                  |  |                              | 669        |   |      |    | 702        |  
|                                                                                              |  |                              |            |   |      |    |            |  
|Non-GAAP income from operations                                                               |  | $                            | 695        |   |      | $  | 1,021      |  
|Depreciation expenses (4)                                                                     |  |                              | 782        |   |      |    | 656        |  
|                                                                                              |  |                              |            |   |      |    |            |  
|Non-GAAP EBITDA                                                                               |  | $                            | 1,477      |   |      | $  | 1,677      |  
|                                                                                              |  |                              |            |   |      |    |            |  
|GAAP net loss                                                                                 |  | ($                           | 1,025      | ) |      | ($ | 1,933      | )
|Non-GAAP adjustments to net loss:                                                             |  |                              |            |   |      |    |            |  
|Amortization and other non-cash acquisition related charges (1)                               |  |                              | 1,074      |   |      |    | 1,221      |  
|Acquisition-related expenses (2)                                                              |  |                              |           |   |      |    | 824        |  
|Stock-based compensation (3)                                                                  |  |                              | 669        |   |      |    | 702        |  
|                                                                                              |  |                              |            |   |      |    |            |  
|Non-GAAP net income                                                                           |  | $                            | 718        |   |      | $  | 814        |  
|                                                                                              |  |                              |            |   |      |    |            |  
|GAAP basic net loss per share                                                                 |  | ($                           | 0.02       | ) |      | ($ | 0.03       | )
|Non-GAAP adjustments to basic loss per share:                                                 |  |                              |            |   |      |    |            |  
|Amortization and other non-cash acquisition related charges (1)                               |  | $                            | 0.02       |   |      | $  | 0.02       |  
|Acquisition-related expenses (2)                                                              |  |                              |           |   |      | $  | 0.01       |  
|Stock-based compensation (3)                                                                  |  | $                            | 0.01       |   |      | $  | 0.01       |  
|                                                                                              |  |                              |            |   |      |    |            |  
|Non-GAAP basic net income per share                                                           |  | $                            | 0.01       |   |      | $  | 0.01       |  
|                                                                                              |  |                              |            |   |      |    |            |  
|Non-GAAP diluted net income per share                                                         |  | $                            | 0.01       |   |      | $  | 0.01       |  
|                                                                                              |  |                              |            |   |      |    |            |  
|GAAP weighted average shares outstanding used in calculating basic net loss per share         |  |                              | 59,900,703 |   |      |    | 57,007,696 |  
|                                                                                              |  |                              |            |   |      |    |            |  
|GAAP weighted average shares outstanding used in calculating diluted net loss per share       |  |                              | 59,900,703 |   |      |    | 57,007,696 |  
|Adjustments for dilutive potential common stock                                               |  |                              | 4,282,730  |   |      |    | 1,407,199  |  
|                                                                                              |  |                              |            |   |      |    |            |  
|Weighted average shares outstanding used in calculating non-GAAP diluted net income per share |  |                              | 64,183,433 |   |      |    | 58,414,895 |  
|                                                                                              |  |                              |            |   |      |    |            |  



The
Non-GAAP financial measures are non-GAAP gross margin, non-GAAP gross margin as a % of sales, non-GAAP operating income, non-GAAP adjusted EBITDA, non-GAAP net income and non-GAAP net income per share, which adjust for the following items:
amortization of acquired intangibles and other non-cash acquisition-related charges, severance expenses, acquisition-related expenses and stock-based compensation expense. We believe that the presentation of these non-GAAP financial measures is
useful for investors, and as such measures are used by our management, for the reasons associated with each of the adjusting items as described below:



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|(1) | Amortization and other non-cash acquisition-related charges are non-cash charges, such as amortization of acquired intangibles, that can be impacted by the
timing and magnitude of our acquisitions. We consider our operating results without these charges when evaluating our ongoing performance and/or predicting our earnings trends, and therefore exclude such charges when presenting non-GAAP financial
measures. We believe the assessment of our operations excluding these costs is relevant to our assessment of internal operations and comparisons to the performance of other companies in our industry.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Acquisition-related costsinclude direct costs of the acquisition and expenses related to acquisition integration activities. Examples of costs directly related
to an acquisition include transaction fees, due diligence costs and certain legal costs related to acquired litigation. These expenses vary significantly in size and amount and are disregarded by our management when evaluating and predicting
earnings trends because these charges are unique to specific acquisitions, and are therefore excluded by us when presenting non-GAAP financial measures.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Stock-based compensation expense consist of expense relating to stock-based awards issued to employees, outside directors and non employees including stock
options, restricted stock units, restricted stock units with performance-based vesting and our Employee Stock Purchase Plan. Because of varying available valuation methodologies, subjective assumptions and the variety of award types, we believe that
the exclusion of stock-based compensation expense allows for more accurate comparisons of our operating results to our peer companies, and for a more accurate comparison of our financial results to previous periods. In addition, we believe it is
useful to investors to understand the specific impact of stock-based compensation expenses on our operating results.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Depreciation expense includes depreciation and amortization of leasehold improvements, furniture and fixtures, machinery and equipment, software and computers
and equipment. Our management excludes this charge from operating income (loss) to compute non-GAAP earnings before income taxes, depreciation and amortization.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Liquidity and Capital Resources

On March 31, 2011, we had working
capital of $36.0 million, which included $34.9 million of cash and cash equivalents.

In March 2009, we entered into a Loan
and Security Agreement (the Loan Agreement) with Silicon Valley Bank (Lender) for a $6.0 million secured revolving loan facility and a $3.0 million secured term loan. We drew down $3.8 million on the revolving loan facility
and $3.0 million as a term loan in March 2009, and repaid the revolving loan in full in April 2009. On June 30, 2009, we entered into an amendment to the Loan Agreement which provides for an increase of the secured revolving loan facility
to $8.0 million and an additional $1.0 million secured term loan. On March 31, 2010, we entered into a third amendment to the Loan Agreement which provides for an increase of the commitment under the loan facility by adding a $10.0 million
secured term loan facility, amended certain financial covenants and extended the term of the existing revolving loan facility. On October 15, 2010, we entered into a fourth amendment to the Loan Agreement, which authorized us to consummate the
acquisition of CLRS Technology Corporation on October 15, 2010. On April 20, 2011, we entered into a fifth amendment to the Loan Agreement, which extended the borrowing period for term loans borrowed under the secured term loan
facility from March 31, 2011 to March 31, 2012, and extended the maturity date of such borrowings for term loans borrowed under the secured term loan facility from December 31, 2013 to December 31, 2014. Other terms of the Loan
Agreement remain unchanged. The Loan Agreement contains financial covenants requiring us to maintain a minimum liquidity ratio and minimum EBITDA. We were in compliance with these covenants as of March 31, 2010. At March 31, 2011, $8
million was outstanding on the revolving loan facility and $1.3 million was outstanding on the secured term loan. We repaid all funds drawn from the revolving loan facility in April 2011.

Our future capital requirements depend on a number of factors, including the rate of market acceptance of our current and future
products, the resources we devote to developing and supporting our products, and continued progress of our research and development of new products.

We expect to increase capital expenditures consistent with our anticipated growth in manufacturing, infrastructure and personnel. We also may increase our capital expenditures as we expand our product
lines or invest to address new markets.

We believe that our current cash and cash equivalent balances and cash generated from
operations, along with our existing credit facilities, will meet our anticipated cash needs for working capital and capital expenditures for at least the next 12 months. Our future liquidity requirements may increase beyond currently expected levels
if we fail to maintain compliance with covenants in our bank loan agreements or if unanticipated expenses or other uses of our cash arise. We have consummated acquisitions of other businesses in the past and continue to evaluate potential strategic
acquisitions of complementary businesses, products or technologies. If we elect to complete additional acquisitions in the future our cash needs are likely to exceed beyond the amount of cash we currently expect to have to fund our operations. In
order to meet our future liquidity needs or to fund acquisitions, we may seek additional equity and/or debt financing. Such additional financing may not be available on a timely basis on terms acceptable to us, or at all, particularly in the
short-term due to the current credit and equity market funding environments. Any future equity financing would result in dilution to our stockholders. The availability of financing or merger opportunities will depend, in part, on market conditions,
and the outlook for our company.



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Net Cash Provided by (Used in) Operating Activities. Net cash used in operating
activities was $2.0 million for the three months ended March 31, 2011 compared to net cash of $0.1 million provided by operating activities for the same period in 2010. During the first three months of 2011, cash was used for a $1.5 million
increase in inventory, a $1.1 million increase in prepaid expenses and other current assets and a $1.5 million decrease in accounts payable and accrued liabilities. These were partially offset by $1.5 million in net cash provided from net loss after
adjusting for non-cash items. During the first quarter of 2010, cash was provided by a decrease of $1.3 million in accounts receivable, a $0.6 million decrease in prepaid expenses and other current assets and $0.6 million net cash provided from net
loss after adjusting for non-cash items. These were partially offset by $0.9 million of cash used for an increase in inventory, a $1.0 million decrease in accounts payable and a $0.6 million decrease in accrued and other liabilities

Net Cash Used in Investing Activities. Net cash used in investing activities was $0.5 million for the three months ended
March 31, 2011 compared with $0.6 million cash used in investing activities during the same period in 2010. During the first quarter of 2011, net cash of $0.5 million was used for payments to acquire property and equipment. During the first
quarter of 2010, net cash of $0.4 million was used for payments to acquire property and equipment and $0.2 million was used for the acquisition of Aesthera, net of cash received.

Net Cash Provided by Financing Activities. Net cash provided by financing activities was $0.5 million for the three months
ended March 31, 2011 compared with $16.0 million of net cash provided by financing activities in the same period in 2010. During the first three months of 2011, we received $0.9 million in proceeds from exercise of stock options, partially
offset by net payments of $0.4 million on our term loans. During the first three months of 2010, we completed a private placement offering which resulted in net proceeds of $16.2 million in cash and we also received $0.3 million in proceeds from
exercise of stock options, offset by net payments of $0.3 million on our term and revolving loans and $0.1 million to settle tax obligations on behalf of our employees for the issuance of restricted stock units.

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured
finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt,
and we have not entered into any synthetic leases. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we engaged in such relationships.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

Currently, most of our sales and purchases are denominated in U.S. dollars, although, future fluctuations in the value of the U.S. dollar may affect the price competitiveness of our products. We do not
believe, however, that we currently have significant direct foreign currency exchange rate risk and have not hedged exposures denominated in foreign currencies.

Interest Rate Risk

Changes in interest rates will impact our
interest sensitive credit agreement and accordingly may impact interest expense. We have determined that if interest rates were to instantaneously increase (decrease) by 100 basis points, there would be no material impact to interest expense over a
year period.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our management evaluated, with the participation of our Chief Executive Officer
and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on
this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management
including our Chief Executive Officer and our Chief Financial Officer as appropriate to allow for timely decisions regarding required disclosure.



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Changes in Internal Control Over Financial Reporting. There was no change in our
internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in litigation as discussed in Note 7 of the Notes to the Financial Statements disclosed in this Companys Quarterly Report on Form 10-Q.

In addition, from time to time, we are subject to legal proceedings and claims with respect to such matters as patents, intellectual
property rights, product liability claims and contractual disputes with distributors, suppliers and others, arising out of the normal course of business. Litigating claims of these types, whether or not ultimately determined in our favor or settled
by us, is costly and diverts the efforts of management and other personnel from normal business operations. The results of legal proceedings cannot be predicted with certainty. Should we fail to prevail in any of these legal matters or should
several of these legal matters be resolved against us in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.

ITEM 1A. RISK FACTORS

Item 1A.Risk
Factors

Risks Related to Our Business

We are in a difficult economic period, and the uncertainty in the economy has reduced and may continue to reduce patient demand for our products; if there is not sufficient patient demand for our
products procedures, practitioner demand for these systems could drop, resulting in unfavorable operating results.

Recent distress in the financial markets has had an adverse impact on our business. The aesthetic industry in which we operate is
particularly vulnerable to economic trends. The decision to undergo a procedure from one our systems is driven by consumer demand. Most procedures performed using our systems are elective procedures, the cost of which must be borne by the patient,
and are not reimbursable through government or private health insurance. In times of economic uncertainty or recession, individuals often reduce the amount of money that they spend on discretionary items, including aesthetic procedures. The general
economic difficulties being experienced by our customers and the lack of availability of consumer credit for some of our customers are adversely affecting the market in which we operate.

If the current situation continues or deteriorates further, our business would be negatively impacted and our financial performance would
be materially harmed in the event that any of the above factors discourage patients from seeking our products procedures.

We are
totally dependent upon the success of our systems, which have a limited commercial history. If our products fail to achieve sufficient market acceptance, our business will suffer.

We expect that sales of our systems, including our treatment tips, will account for substantially all of our revenue for the foreseeable
future. We expect to continue to expand our line of systems and treatment tips. This may not occur when expected, or at all, which would negatively affect our anticipated revenue. Our systems may not significantly penetrate current or new markets.
If demand for our systems does not increase as we anticipate, or declines, our business, financial condition and results of operations will be harmed.

Our financial results may fluctuate unpredictably, making it difficult to forecast future performance.

Our limited operating history makes it difficult for us to predict future performance. Historically, the demand for our systems has varied from quarter to quarter. A number of factors, over which we have
limited or no control, may contribute to fluctuations in our financial results, such as:



| |  |  | delays in receipt of anticipated purchase orders;
| | - |  | -------------------------------------------------



| |  |  | seasonal variations in patient demand for aesthetic procedures;
| | - |  | ---------------------------------------------------------------



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| |  |  | the impact of general economic conditions on the demand for aesthetic procedures;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | performance of our independent distributors;
| | - |  | --------------------------------------------



| |  |  | the lack of credit available to physicians to finance capital equipment purchases;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | positive or negative media coverage of our products or products of our competitors or our industry;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | our ability to obtain further regulatory clearances or approvals;
| | - |  | -----------------------------------------------------------------



| |  |  | delays in, or failure of, product and component deliveries by our subcontractors and suppliers;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | changes in the length of the sales process;
| | - |  | -------------------------------------------



| |  |  | the costs of litigation claims or adverse outcomes from legal proceedings;
| | - |  | --------------------------------------------------------------------------



| |  |  | customer response to the introduction of new product offerings;
| | - |  | ---------------------------------------------------------------



| |  |  | fluctuations in foreign currency; and
| | - |  | -------------------------------------



| |  |  | excess or obsolete inventory charges.
| | - |  | -------------------------------------

Our success depends on growing physician adoption of our systems and continued use of our treatment tips.

Our target physician customers typically already own one or more aesthetic device products. Our ability to grow our business and convince physicians to purchase our systems and products depends on the
success of our clinical and sales and marketing efforts. Our business model involves both a capital equipment purchase of our systems and continued purchases by our customers of our treatment tips. This may be a novel business model for many
potential customers who may be used to competing products that are either exclusively capital equipment, such as many laser-based systems, or that are exclusively single-use products, such as Botox or dermal fillers. In addition, the lack of credit
available to physicians to finance the purchase of systems may also impact the adoption of these systems. We must be able to demonstrate that the cost of our systems and the revenue that the physician can derive from performing procedures using our
product are compelling when compared to the cost and revenue associated with alternative products. When marketing to plastic surgeons, we must also, in some cases, overcome a bias against non-invasive or minimally invasive aesthetic procedures. If
we are unable to increase physician adoption of our systems and use of our treatment tips, our financial performance will be adversely affected.

We may not be able to achieve or sustain profitability even if we are able to generate significant revenue.

We incurred a loss of $2.0 million for the year ended December 31, 2010 and a loss of $1.0 million for the three months ended March 31, 2011. In the past, we have expanded our business and
increased our expenses in order to grow revenue. We will have to increase our revenue while effectively managing our expenses in order to achieve sustained profitability. Our failure to achieve or sustain profitability could negatively impact the
market price of our common stock.

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

As a result of recent fluctuations in currency markets, our products priced in U.S. dollars may be more expensive
relative to products of our foreign competitors, which could result in lower revenue and profit margins. 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 growing proportion of our revenue and costs is denominated in other currencies, such as the Australian Dollar, Euro, Japanese Yen, and British Pound Sterling. In addition, the functional
currency of the Companys foreign subsidiaries is the U.S. dollar. As a result, our financial performance could be adversely affected by changes in the exchange rates of these currencies to the U.S. Dollar.

We may not be successful in selling and marketing our new products.

The commercial success of the products and technologies we develop will depend upon the acceptance of these products by physicians and their patients. It is difficult for us to predict how successful
recently introduced products and procedures or products we are currently developing, will be over the long term. If the products we develop do not gain market acceptance, our revenues and operating results will suffer. In addition, we expect to face
significant competition, in some cases from companies that are more established, market more widely known products and have greater resources than we do. We may not be able to differentiate our new products sufficiently from our competitors
products to achieve significant market penetration. As a result of these factors, we may incur significant sales and marketing expenses for our new products without achieving commercial success, which could harm our business and our competitive
position.



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In addition, as new or enhanced products are introduced, we must successfully manage the
transition from older products in order to minimize disruption in customers ordering patterns, avoid excessive levels of older product inventories, and ensure that enough supplies of new products can be delivered to meet customer demand.

The failure of our systems to meet patient expectations or the occurrence of unpleasant side effects from our products procedures
could impair our financial performance.

Our future success depends upon patients having a positive experience with our
products procedures in order to increase physician demand for our products, as a result of both individual patients repeat business and as a result of word-of-mouth referrals. We believe that patients may be dissatisfied with our
products procedures if they find them to be too painful. Furthermore, patients may experience temporary swelling or reddening of the skin as a procedural side effect. In rare instances, patients may receive burns, blisters, skin discoloration
or skin depressions. Experiencing excessive pain or any of these side effects or adverse events could discourage a patient from having one of our products procedures or discourage a patient from having additional procedures or referring our
products procedures to others. In order to generate repeat and referral business, we also believe that patients must be satisfied with the effectiveness of the procedures. Results obtained from our products procedure are subjective and
may be subtle. A product treatment may produce results that may not meet patients expectations. If patients are not satisfied with the procedure or feel that it is too expensive for the results obtained, our reputation and future sales will
suffer.

The conditions of our secured term loan contain certain financial covenants with respect to our performance and other covenants
that restrict our activities. If we are unable to comply with these covenants, we would have to negotiate an amendment to the loan agreement or the lender could accelerate the repayment of our indebtedness.

Our secured term loan contains certain financial covenants which require us to maintain a certain liquidity ratios and specified levels
of EBITDA (as defined in the loan agreement) each fiscal quarter. We are also subject to restrictive covenants, including among others covenants that restrict our ability to incur additional indebtedness, to dispose of assets, to effect certain
corporate transactions, including specified mergers or acquisitions, and to pay dividends. The loan agreement generally provides for customary events of default, including among others non-payment defaults, covenant defaults, and a default in the
event a material adverse change occurs. There is no assurance that we will be able to comply with our financial covenants. Upon the occurrence of an event of default under the term loan, the lender will be entitled to acceleration of all obligations
under the loan agreement and an obligation to repay all obligations in full and such event of default could result in an increase to the applicable interest rate of 5.00%. Any acceleration in the repayment of our indebtedness could adversely affect
our business and financial condition.

We may face problems with our acquisition of CLRS Technology Corporation.

On October 15, 2010 we completed our acquisition of CLRS Technology Corporation, or CLRS, a developer, manufacturer and marketer of
a personal care light-based aesthetic system.

We cannot be certain that this acquisition will be successful or that we will
realize the anticipated benefits of the acquisition. In particular, we may not be able to realize the strategic and operational benefits and objectives we had anticipated, including, greater revenue and market opportunities, maintaining industry
leadership and consistent profitability. In addition, the demand for our combined product offerings may fluctuate and we may face increased competition into the markets for our products. Any of these factors and the following factors, as well as the
inability to realize the long-term anticipated efficiencies and synergies of the acquisition of CLRS, may have a material adverse effect on our business, operating results and financial condition. These factors may include:



| |  |  | the potential disruption of the combined companys ongoing business and diversion of management resources;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the difficulty of incorporating acquired products, technology and rights into the combined companys products and services;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | unanticipated expenses related to integration of operations;
| | - |  | ------------------------------------------------------------



| |  |  | the possibility that we are unsuccessful in marketing directly to consumers, which is the market targeted by CLRS;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | the impairment of relationships with customers as a result of any integration of new personnel;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | potential unknown liabilities associated with the acquired business and technology;
| | - |  | -----------------------------------------------------------------------------------



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| |  |  | potential periodic impairment of goodwill and intangible assets acquired; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | potential inability to retain, integrate and motivate key personnel.
| | - |  | --------------------------------------------------------------------

Any acquisitions that we make could disrupt our business and harm our financial condition.

Our growth strategy includes evaluation of potential strategic acquisitions of complementary businesses, products or technologies. We may also consider joint ventures and other collaborative projects. We
have incurred integration costs related to the acquisition of Reliant. We may incur similar expenses in future periods as we complete our integration plan in connection with our acquisition of Aesthera Corporation and CLRS Technology Corporation, as
well as expenses associated with evaluation of other potential strategic transactions. Such expenditures could negatively impact our financial performance in future periods.

We may not be able to successfully integrate the combined business, products or technologies. In addition, the integration of such acquisition and management of any collaborative project may divert
managements time and resources from our core business and disrupt our operations. If we decide to expand our product offerings, we may spend time and money on projects that do not increase our revenue. Any cash acquisition we pursue would
diminish funds available to us for other uses, and any stock acquisition would dilute our stockholders ownership.

We may fail to
effectively build and manage our sales force or to market and distribute our products.

We rely on a direct sales force to
sell our products in the United States and in certain international regions. As the Company grows, we expect to grow or realign our sales organization to meet our anticipated sales objectives. There are significant risks involved in building and
managing our sales organization, including risks related to our ability to:



| |  |  | hire qualified individuals as needed;
| | - |  | -------------------------------------



| |  |  | provide adequate training for the effective sale of our products; and
| | - |  | ---------------------------------------------------------------------



| |  |  | retain and motivate our sales employees.
| | - |  | ----------------------------------------

In addition, sales to non-traditional practitioners of aesthetic procedures are a key element of our growth strategy. However, our sales force historically has sold primarily to dermatologists and plastic
surgeons. Also, our systems compete with products that are well-established in the market. Accordingly, it is difficult for us to predict how well our sales force will perform. Our failure to adequately address these risks could have a material
adverse effect on our ability to sell our products, causing our revenue to be lower than expected and harming our results of operations.

We may be required to raise additional capital and/or debt financing on unfavorable terms.

Our future liquidity requirements may increase beyond currently expected levels if we fail to achieve sustained profitability or if
unanticipated expenses or other uses of cash arise. In order to meet our liquidity needs, we may be required to seek additional equity and/or debt financing. Additional financing may not be available on a timely basis on terms acceptable to us, or
at all, particularly in the short-term due to the current credit and equity market funding environments. The availability of financing will depend, in part, on market conditions, and the outlook for our company. Any future equity financing would
result in substantial dilution to our stockholders. If we raise additional funds by issuing debt, we may be subject to limitations on our operations, through debt covenants or other restrictions. If adequate funds are not available, we may have to
delay development of new products or reduce marketing, customer support or other resources devoted to our products. In addition, if we are unable to obtain financing as needed, we may come into breach of our outstanding loan covenants. Any of these
factors could harm our business and financial condition.

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

Litigation related to infringement and
other intellectual property claims, with or without merit, is unpredictable, can be expensive and time-consuming and could divert managements attention from our core business. If we lose this kind of litigation, 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 do not know whether necessary licenses would
be available to us on satisfactory terms, or whether we could redesign our products or processes to avoid infringement.



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Our industry has been characterized by frequent intellectual property litigation. Our
competitors or other patent holders may assert that our products and the methods we employ are covered by their patents. If our products or methods are found to infringe, we could be prevented from marketing them. In addition, we do not know whether
our competitors or potential competitors have applied for, or will apply for or obtain, patents that will prevent, limit or interfere with our ability to make, use, sell, import or export our products. Competing products may also appear in other
countries in which our patent coverage might not exist or be as strong. If we lose a foreign patent lawsuit, we could be prevented from marketing our products in one or more countries.

In addition, we may hereafter become involved in litigation to protect our trademark rights associated with our company name or the names
used with our products. Names used with our products and procedures may be claimed to infringe names held by others or to be ineligible for proprietary protection. If we have to change the name of our company or products, we may experience a loss in
goodwill associated with our brand name, customer confusion and a loss of sales.

We are involved in litigation relating to our acquisition
of Reliant Technologies, Inc., which could be costly and time consuming.

On December 21, 2009, a complaint was filed
in the Santa Clara County Superior Court by three former stockholders of Reliant Technologies, Inc. against Reliant and certain former officers and directors of Reliant in connection with our acquisition of Reliant, which closed on December 23,
2008. The complaint purports to be brought on behalf of the former common stockholders of Reliant. As a result of the acquisition, a successor entity to Reliant, Reliant Technologies, LLC, became our wholly-owned subsidiary. Eric Stang and Leonard
DeBenedictis are among the defendants named in the complaint. Mr. Stang is a member of our board of directors, and Mr. DeBenedictis is a former member of our board of directors and our former Chief Technology Officer. The principal claim,
among others, is that Reliant violated the California Corporations Code by failing to obtain the vote from a majority of holders of Reliants common stock prior to the consummation of the acquisition. The complaint also purports to challenge
disclosures made by Reliant in connection with its entry into the acquisition and that the defendants failed to maximize the value of Reliant for the benefits of Reliants common stockholders. We believe that this suit is without merit, and we
intend to vigorously defend it. Although we do not expect that the final disposition of this litigation will have a material adverse effect on our financial results, we may have to devote certain personnel and resources to resolve this litigation.

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

We rely on a combination of patent, copyright, trademark and trade secret laws and confidentiality and
invention assignment agreements to protect our intellectual property rights. As of March 31, 2011, we had 90 issued U.S. patents, 72 pending U.S. patent applications, 53 issued foreign patents and 55 pending foreign patent applications, some of
which foreign applications preserve an opportunity to pursue patent rights in multiple countries. Some of our system components 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, we do not have patent rights in all foreign countries in which a market may exist, and where we have applied for foreign patent rights, the laws of many foreign countries will not protect our
intellectual property rights to the same extent as the laws of the United States.

In addition, competitors could purchase our
systems and attempt to replicate some or all of the competitive advantages we derive from our development efforts, willfully infringe our intellectual property rights, 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 so as to protect our market against competitors products and methods, our competitive position could be adversely
affected, as could our business.

Performing clinical studies on, and collecting data from our products procedures is inherently
subjective, and we have limited data regarding the efficacy of our systems. If future data is not positive or consistent with our prior experience, rates of physician adoption will likely be harmed.



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We believe that in order to significantly grow our business, we will need to conduct future
clinical studies of the effectiveness of our systems. Clinical studies of aesthetic treatments are subject to a number of limitations. First, these studies do not involve well-established objective standards for measuring the effectiveness of
treatment. Subjective, before and after, evaluation of the extent of change in the patients appearance, performed by a medical professional or by the patient, is the most common method of evaluating effectiveness. A clinical study may conclude
that a treatment is effective even if the change in appearance is subtle and not long-lasting. Second, as with other non-invasive or minimally invasive energy-based devices, the effect of our products procedures vary from patient to patient
and can be influenced by a number of factors, including the area of the body being treated, the age and skin laxity of the patient and operator technique.

We have not conducted any head-to-head clinical studies that compare results from treatment with our systems to surgery or treatment with other aesthetic devices. Without head-to-head studies against
competing alternative treatments, which we have no current plans to conduct, potential customers may not find clinical studies of our technology sufficiently compelling to purchase our systems. If we decide to pursue additional studies in the
future, they could be expensive and time consuming, and the data collected may not produce favorable or compelling results. If the results of such studies do not meet physicians expectations, our systems may not become widely adopted,
physicians may recommend alternative treatments for their patients, and our business may be harmed.

To successfully market and sell our
systems internationally, we must address many issues with which we have limited experience.

Sales outside of North
America accounted for 55%, 53% and 48% of our revenue for the years ended December 31, 2010, 2009 and 2008. We believe that a significant portion of our business will continue to come from international sales through increased penetration in
countries where we currently sell our products, combined with expansion into new international markets. However, international sales are subject to a number of risks, including:



| |  |  | difficulties in staffing and managing our international operations;
| | - |  | -------------------------------------------------------------------



| |  |  | difficulties in penetrating markets in which our competitors products are more established;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | reduced or no protection for intellectual property rights in some countries;
| | - |  | ----------------------------------------------------------------------------



| |  |  | export restrictions, trade regulations and foreign tax laws;
| | - |  | ------------------------------------------------------------



| |  |  | regulation of the sale of the hydroflurocarbon used with our ThermaCool system;
| | - |  | -------------------------------------------------------------------------------



| |  |  | fluctuating foreign currency exchange rates;
| | - |  | --------------------------------------------



| |  |  | foreign certification and regulatory clearance or approval requirements;
| | - |  | ------------------------------------------------------------------------



| |  |  | difficulties in developing effective marketing campaigns for unfamiliar, foreign countries;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | dependence on third-party distributors in some territories;
| | - |  | -----------------------------------------------------------



| |  |  | customs clearance and shipping delays;
| | - |  | --------------------------------------



| |  |  | political and economic instability;
| | - |  | -----------------------------------



| |  |  | natural disasters (such as earthquakes, hurricanes, tsunamis, floods or storms);
| | - |  | --------------------------------------------------------------------------------



| |  |  | preference for locally produced products;
| | - |  | -----------------------------------------



| |  |  | business interruption resulting from transitioning to direct sales from international distributors in certain international regions; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties in getting distributors to relinquish regulatory documentation.
| | - |  | ----------------------------------------------------------------------------

If one or more of these risks were realized, it could require us to dedicate significant resources to remedy the situation, and if we are
unable to find a solution, our revenue may decline.

The recent earthquake, tsunami and subsequent problems affecting nuclear
power plants in Japan could have a negative impact on our international sales, our supply chain, our ability to deliver products, the cost of our products, and the demand for our products. As a result of these events, we may, in the future,
encounter reduced demand from our Japanese customers and distributors. In addition, even if supply is not interrupted or delayed, or demand from Japanese customers and distributors is not reduced, shortages of key items in Japan may result in price
increases, which our suppliers in Japan may seek to pass on to us. In addition, our suppliers outside of Japan may be unable to produce finished components as a result of Japanese related supply chain disruptions. Any such occurrences could have a
material adverse effect on our business, our results of operations and our financial condition.



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To market and sell our products internationally, we depend on distributors, and they may not be
successful.

We currently depend primarily on third-party distributors to sell and service our products internationally
and to train our international customers, and if these distributors terminate their relationships with us or under-perform we may be unable to maintain or increase our level of international revenue. We will also need to engage additional
international distributors to grow our business and expand the territories in which we sell our systems. Distributors may not commit the necessary resources to market, sell and service our products to the level of our expectations. If current or
future distributors do not perform adequately, or if we are unable to engage distributors in particular geographic areas, our revenue from international operations will be adversely affected. In addition, from time to time, legal disputes arise when
we wish to discontinue a distributor relationship in a given territory or otherwise feel a distributor is not performing adequately. Such disputes have led to legal proceedings that are costly to litigate and that could result in outcomes that are
not favorable to us.

New legislation regarding healthcare reform may affect our revenue and financial condition.

The U.S. government has recently enacted healthcare reform and is currently considering and may in the future consider healthcare
policies and proposals intended to curb rising costs, including those that could significantly affect both private and public reimbursement for healthcare services. State and local governments, as well as a number of foreign governments, are also
considering or have adopted similar types of policies. Such policies and proposals include changes that would change the dynamics of the health care industry, including having the federal or one or more state governments assume a larger role in the
health care system such as competing with private health insurers, imposing new taxes on health insurers, or restructuring of the Medicare or Medicaid programs. We are unable to predict the ongoing uncertainty about these matters and the effect they
will have on the purchasing decisions of our customers.

We compete against companies that have more established products, longer operating
histories and greater resources, which may prevent us from achieving significant market penetration or increased operating results.

The aesthetics market is highly competitive and dynamic, and is marked by rapid and substantial technological development and product innovations. Demand for our products could be diminished by equivalent
or superior products and technologies offered by competitors. Specifically, our products compete against a variety of offerings in the aesthetics market, including laser and other light-based medical devices, pharmaceutical products such as Botox,
filler injections, chemical peels, microdermabrasion, liposuction, cosmetic surgical procedures and less invasive surgical solutions such as implanted sutures. Our closest competitors are makers of laser and other light-based devices, which include
companies such as Alma Lasers, Cutera, Cynosure, Lumenis, Lutronic, Palomar Medical Technologies, Sciton and Syneron Medical.

Competition in the aesthetics market could result in price-cutting, reduced profit margins and loss of market share, any of which would
harm our business, financial condition and results of operations. Our ability to compete effectively depends upon our ability to distinguish our company and our products from our competitors and their products, and on such factors as:



| |  |  | safety and effectiveness;
| | - |  | -------------------------



| |  |  | product pricing;
| | - |  | ----------------



| |  |  | success of our marketing initiatives;
| | - |  | -------------------------------------



| |  |  | compelling clinical data;
| | - |  | -------------------------



| |  |  | intellectual property protection;
| | - |  | ---------------------------------



| |  |  | quality of customer support; and
| | - |  | --------------------------------



| |  |  | development of successful distribution channels, both domestically and internationally.
| | - |  | ---------------------------------------------------------------------------------------

Some of our competitors have more established products and 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 expensive products that they have already purchased from our competitors and thus may decide not to purchase our products, or to delay such purchase. If we are unable to achieve continued market penetration, we will be unable
to compete effectively and our business will be harmed.

In addition, some of our current and potential competitors have
significantly greater financial, research and development, manufacturing, and sales and marketing resources than we have. Our competitors could utilize their greater financial resources to acquire other companies to gain enhanced name recognition
and market share, as well as new technologies or products that could effectively compete with our existing product line. Given the relatively few competitors currently in the market, any business combination could exacerbate any existing competitive
pressures, which could harm our business.



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Competition among providers of devices for the aesthetics market is characterized by rapid innovation,
and we must continuously develop new products or our revenue may decline.

While we attempt to protect our products
through patents and other intellectual property rights, there are few barriers to entry that would prevent new entrants or existing competitors from developing products that compete directly with ours. If we continue to create market demand for
non-surgical, non-invasive or minimally invasive treatments, competitors will enter the market with other products making similar or superior claims. We expect that any competitive advantage we may enjoy from our 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 to continuously innovate and improve our products and technology to compete successfully. If we are unable to
innovate successfully, our systems could become obsolete and our revenue will decline as our customers purchase competing products.

Our products may have undetected and unforeseen design flaws, and may experience failures particularly when first introduced, or at any time during their lifecycle. Any product recall as a result of flaws
or failures could result in the loss of or delays in market acceptance of our products and adversely affect our business and reputation. Correcting defects can be time consuming. Any significant returns or warranty claims could result in significant
additional costs to us and could adversely affect our results of operations.

Negative publicity regarding our current or future products
and procedures could harm demand, which would adversely affect sales and our financial performance.

We have in the past
experienced, and expect that in the future we will experience, negative media exposure. Such publicity may present negative individual physician or patient experience regarding the safety or effectiveness of our procedures. Competitors could attempt
to use such publicity to harm our reputation and disrupt current or potential future customer relationships. While, to date, we have not observed a material impact on our quarterly financial results of operations from negative publicity, future
results could be negatively impacted. Additionally, while we believe that obtaining positive publicity is important to our success, and it is an important component of our marketing efforts, we have also not observed a material impact on our
quarterly financial results of operations from positive publicity.

Our reputation and competitive position may be harmed not
only by negative media exposure, but also by other publicly-available information suggesting that our procedures are not safe. For example, we file reports with the FDA that are publicly available on the FDAs website if our product may have
caused or contributed to a serious injury or malfunctioned in a way that would likely cause or contribute to a serious injury if it were to recur. Competitors may attempt to harm our reputation by pointing to isolated injuries that have been
reported or publicized, or by claiming that their product is superior because they have not filed as many reports with the FDA. Such negative publicity and competitor behavior could harm our reputation and our future sales.

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

Several components and materials that comprise
our products are currently manufactured by a single supplier or a limited number of suppliers. In many of these cases, we have not yet qualified alternate suppliers and rely upon purchase orders, rather than long-term supply agreements. A supply
interruption or an increase in demand beyond our current suppliers capabilities could harm our ability to manufacture our products until new sources of supply are 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 to obtain adequate supply on commercially 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;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | delay in delivery due to our suppliers prioritizing other customer orders over ours;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | damage to our brand reputation caused by defective components produced by our suppliers;
| | - |  | ----------------------------------------------------------------------------------------



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| |  |  | interruption or delay of supply due to a natural disaster affecting suppliers operations;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | increased cost of our warranty program due to product repair or replacement based upon defects in components produced by our suppliers; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | fluctuation in delivery by our suppliers due to changes in demand from us or their other customers.
| | - |  | ---------------------------------------------------------------------------------------------------

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.

If, in the future, we decide to perform additional manufacturing functions internally that we currently outsource, our business could be harmed by our limited manufacturing experience and related
capabilities.

We currently perform certain value-added and proprietary manufacturing processes internally at our
principal facility, and we outsource the manufacture of components, subassemblies and certain finished products to a limited number of third parties. For financial or operational purposes, we may elect to perform additional component or system
manufacturing functions internally. In that event, we may face a number of challenges beyond those that we currently address in our internal assembly, inspection, testing and certification activities. Implementing complex or specialized
manufacturing processes could lead to difficulties in producing sufficient quantities of manufactured items that meet our quality standards and that comply with applicable regulatory requirements in a timely and cost-effective manner. In addition,
if we experience these types of internal manufacturing difficulties, it may be expensive and time consuming to engage a new or previous subcontractor or supplier to fulfill our replacement manufacturing needs. The occurrence of any of these events
could harm our business.

Problems in our manufacturing processes, or those of our manufacturing subcontractors, that lead to
an actual or possible malfunction in our products, may require us to recall products from customers and could disrupt our operations. Our results of operations, our reputation and market acceptance of our products could be harmed if we encounter
difficulties in manufacturing that result in a recall or patient injury, and delays in our ability to fill customer orders.

We outsource
the repair of key elements of some products to sole-source service subcontractors.

We outsource the repair of certain key
elements of our systems to sole source contract service providers. If the operations of those service subcontractors are interrupted, we may be limited in our ability to repair equipment. Our service subcontractors are dependent on trained technical
labor to effectively repair our products. In addition, our service subcontractors may be operating as medical device manufacturers and as such are required to demonstrate and maintain compliance with the FDAs Quality System Regulation, or QSR.
If our service subcontractors fail to comply with the FDAs QSR, repair operations could be affected and our ability to repair certain systems may be impaired.

We may not be able to develop an alternative cooling system that will be in compliance with changing environmental regulations in a timely or cost-effective manner.

The cooling capability of our Thermage and Isolaz systems relies upon a hydroflurocarbon, or HFC, called R134a, to protect the outer
layer of the skin from over-heating while our device delivers RF energy to the subcutaneous tissue. New environmental regulations phasing out certain HFCs over the next decade have been adopted or are under consideration in a number of countries,
and recent European Union directives require the phase-out of certain HFCs. We have also put in place a solution for the European Union import restrictions. If we are unable to develop an alternative cooling system for our device which is not
dependent on R134a in a timely or cost-effective manner, our Thermage and Isolaz systems may not be in compliance with environmental regulations, which could result in fines, civil penalties and the inability to sell our products in certain major
international markets.

We forecast sales to determine requirements for components and materials used in our systems, and if our forecasts
are incorrect, we may experience delays in shipments or increased inventory costs.

We keep limited materials, components
and finished product on hand. To manage our manufacturing operations with our suppliers, we forecast anticipated product orders and material requirements to predict our inventory needs up to six months in advance and enter into purchase orders on
the basis of these requirements. Our limited historical experience may not provide us with enough data to accurately predict future demand. If our business expands, our demand for components and materials would increase and our suppliers may be
unable to meet our demand. If we overestimate our component and material requirements, we will have excess inventory, which would increase our expenses. If we underestimate our component and material requirements, we may have inadequate inventory,
which could interrupt, delay or prevent delivery of systems to our customers. Any of these occurrences would negatively affect our financial performance and the level of satisfaction our customers have with our business.



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Even though we require training for users of our professional systems, there exists a potential for
misuse, which could harm our reputation and our business.

Federal (US) regulations allow us to sell our professional
systems to licensed practitioners. The definition of licensed practitioners varies from state to state. As a result, our professional systems may be operated by licensed practitioners with varying levels of training, and in
many states by non-physicians, including physician assistants, registered nurses and nurse practitioners. Thus, in some states, the definition of licensed practitioner may result in the legal use of our professional products by
non-physicians. Outside the United States, our independent distributors sell in many jurisdictions that do not require specific qualifications or training for purchasers or operators of products. We do not supervise the procedures performed with our
professional systems, nor can we be assured that direct physician supervision of our equipment occurs according to our recommendations. We, and our distributors, require purchasers of our professional products to undergo an initial training session
as a condition of purchase, but do not require ongoing training. In addition, we prohibit the sale of our professional systems to companies that rent our systems to third parties without our approval, but cannot prevent an otherwise qualified
physician from contracting with a rental company in violation of their purchase agreement with us. The use of our professional systems by non-physicians, as well as noncompliance with the operating guidelines set forth in our training programs, may
result in product misuse and adverse treatment outcomes, which could harm our reputation and expose us to costly product liability litigation.

Product liability suits could be brought against us due to defective design, labeling, 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. For example, as described under Legal Proceedings, one such litigation matter is currently pending. Misusing our products or failing to adhere to operating guidelines
could cause significant skin damage and underlying tissue damage. In addition, if our operating guidelines or product design are found to be inadequate, we may be subject to liability. We have been, continue to be 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 claim 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 reduce product sales. Product liability claims in excess of our insurance coverage would be paid out
of cash reserves, harming our financial condition and reducing our operating results.

After-market modifications to our treatment tips by
third parties and the development of counterfeit treatment tips could reduce our sales, expose us to product liability litigation and dilute our brand quality.

Third parties have introduced adulterated after-market modifications to our treatment tips which have enabled re-use of our treatment tips in multiple procedures. Because our treatment tips are designed
to withstand a finite number of firings, modifications intended to increase the number of firings could result in patient injuries caused by the use of worn-out or damaged treatment tips. In addition, third parties may seek to develop counterfeit
treatment tips that are compatible with our systems and available to practitioners at lower prices than our own. If security features incorporated into the design of our systems are unable to prevent after-market modifications to our treatment tips
or the introduction of counterfeit treatment tips, we could be subject to reduced treatment tip sales, product liability lawsuits resulting from the use of damaged or defective goods and damage to our reputation for providing a quality product.

We depend on skilled and experienced personnel to operate our business effectively. If we are unable to recruit, hire 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. Many of our officers and key employees do not have employment contracts with us and can terminate
their employment at any time. 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 will be a critical factor 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. We will face particularly significant challenges and risks in hiring, training, managing and retaining engineering and sales and marketing employees, as well as independent
distributors, most of whom are geographically dispersed and must be trained in the use and benefits of our products. Failure to attract and retain personnel, particularly technical and sales and marketing personnel, would materially harm our ability
to compete effectively and grow our business.



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Risks Related to Regulatory Matters

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

Our systems are medical devices that are subject to extensive regulation in the United States by the FDA for manufacturing, labeling, sale, promotion, distribution and shipping. Before a new medical
device, or a new use of or claim for an existing product, can be marketed in the United States, it must first receive either 510(k) clearance or premarket approval from the FDA, unless an exemption applies. Either process can be expensive and
lengthy. The FDAs 510(k) clearance process usually takes from three to 12 months, but it can take significantly longer. The process of obtaining premarket approval is much more costly and uncertain than the 510(k) clearance process, and it
generally takes from one to three years, or even longer, from the time the application is filed with the FDA.

Medical devices may be marketed only for the indications for which they are approved or cleared. We have obtained 510(k)
clearance for various indications for our Thermage and Fraxel systems. In addition, 510(k) clearance has been obtained for various indications of our recently acquired Isolaz systems and CLARO products. However, our clearances can be revoked if
safety or effectiveness problems develop. We are also subject to Medical Device Reporting regulations, which require us to report to the FDA if our product causes or contributes to a death or serious injury, or malfunctions in a way that would
likely cause or contribute to a death or serious injury if the malfunction were to recur. Our products are also subject to state regulations which are, in many instances, in flux. Changes in state regulations may impede sales. For example, federal
regulations allow our systems 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 and operate our systems. However, a state
could change its regulations at any time, 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.

The FDA and state authorities have broad enforcement powers. Our failure to comply with applicable regulatory requirements could result
in enforcement action by the FDA or state agencies, which may include any of the following sanctions:



| |  |  | warning letters, fines, injunctions, consent decrees and civil penalties;
| | - |  | -------------------------------------------------------------------------



| |  |  | repair, replacement, refunds, recall or seizure of our product;
| | - |  | ---------------------------------------------------------------



| |  |  | operating restrictions or partial suspension or total shutdown of production;
| | - |  | -----------------------------------------------------------------------------



| |  |  | refusing our requests for 510(k) clearance or premarket approval of new products, new intended uses or modifications to our existing products;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | withdrawing 510(k) clearance or premarket approvals that have already been granted; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | criminal prosecution.
| | - |  | ---------------------

If any of these events were to occur, our business could be harmed.

If we modify our
FDA-cleared devices, we may need to seek and obtain new clearances, which, if not granted, would prevent us from selling our modified product or require us to redesign our product.

Any modification to an FDA-cleared device that would significantly affect its safety or effectiveness or that would constitute a change
in its intended use would require a new 510(k) clearance or possibly a premarket approval. We may not be able to obtain additional 510(k) clearances or premarket 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 clearances would adversely affect our ability to introduce new or enhanced products in a timely manner, which in turn would harm our revenue and potential 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 clearances 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 product.



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If we or our suppliers and subcontractors fail to comply with the FDAs Quality System Regulation,
our business would suffer.

We and our repair subcontractors are required to demonstrate and maintain compliance with the
FDAs Quality System Regulation, or 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
product. The FDA enforces the QSR through periodic unannounced inspections. We have been, and anticipate in the future being, subject to such inspections. Our failure, or the failure of our repair subcontractors, to take satisfactory corrective
action in response to an adverse QSR inspection 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, which would
cause our sales and business to suffer.

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

To support the marketing of our products
outside the United States, we must comply with and be certified to the ISO 13485: 2003 Quality Management System Standard. Failure to adequately maintain our ISO 13485: 2003 certifications may adversely impact or prevent the marketing of our
products internationally. In markets where we sell through distributors, we primarily rely upon distributors to obtain all regulatory licenses, registrations and approvals required in countries outside of the United States, and these distributors
may be unable to obtain or maintain such licenses, registrations and approvals. Our distributors may also incur significant costs in attempting to obtain and in maintaining regulatory licenses, registrations and approvals, which could increase the
difficulty of attracting and retaining qualified distributors. If our distributors experience delays in receiving necessary licenses, registrations or approvals to market our products outside the United States, or if they fail to receive those
licenses, registrations or approvals, we may be unable to market our products or enhancements in international markets effectively, or at all.

Risks Related to Our Internal Control over Financial Reporting

While we believe we
currently have adequate internal control over financial reporting, we are required to assess our internal control over financial reporting on an annual basis and any future adverse results from such assessment could result in a loss of investor
confidence in our financial reports and have an adverse effect on our stock.

Pursuant to the Sarbanes-Oxley Act of 2002
and the rules and regulations promulgated by the SEC, we are required to maintain disclosure controls and procedures and adequate internal control over financial reporting. Under such requirements we must furnish in our Form 10-K a report by our
management regarding the effectiveness of our internal control over financial reporting. The report includes, among other things, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year,
including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management.
While we currently believe our internal control over financial reporting is effective, the effectiveness of our internal controls in future periods is subject to the risk that our controls may become inadequate because of changes in conditions. The
effectiveness of our controls and procedures may in the future be limited by a variety of factors, including:



| |  |  | faulty human judgment and simple errors, omissions or mistakes;
| | - |  | ---------------------------------------------------------------



| |  |  | fraudulent action of an individual or collusion of two or more people;
| | - |  | ----------------------------------------------------------------------



| |  |  | inappropriate management override of procedures; and
| | - |  | ----------------------------------------------------



| |  |  | the possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------

If we are unable to assert that our internal control over financial reporting is effective in any future
period, or if and when applicable, our auditors are unable to express an opinion on the effectiveness of our internal controls, or conclude that our internal controls are ineffective, or if we fail to maintain adequate and effective internal control
over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.



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Risks Related to Our Common Stock

If our public guidance or our future operating performance does not meet investor expectations, our stock price could decline.

We provide guidance to the investing community regarding our anticipated future operating performance. Our business typically has a short
sales cycle, so that we do not have significant backlog of orders at the start of a quarter, and our ability to sell our products successfully is subject to many uncertainties, as discussed in the foregoing risk factors. In light of these factors,
and the uncertainty as a result of the general economic situation, it is difficult for us to estimate with accuracy our future results. Our expectations regarding these results will be subject to numerous risks and uncertainties that could make
actual results differ materially from those anticipated. If our actual results do not meet our public guidance or our guidance or actual results do not meet the expectations of third-party financial analysts, our stock price could decline
significantly.

We expect that the price of our common stock will fluctuate substantially.

The market price of our common stock is likely to be highly volatile and may fluctuate substantially due to many factors, including:



| |  |  | volume and timing of sales of our products;
| | - |  | -------------------------------------------



| |  |  | the introduction of new products or product enhancements by us or our competitors;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | disputes or other developments with respect to our intellectual property rights or the intellectual property rights of others;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to develop, obtain regulatory clearance or approval for and market new and enhanced products on a timely basis;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | product liability claims or other litigation;
| | - |  | ---------------------------------------------



| |  |  | quarterly variations in our or our competitors results of operations;
| | - |  | ----------------------------------------------------------------------



| |  |  | sales of large blocks of our common stock, including sales by our executive officers and directors;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | developments in our industry;
| | - |  | -----------------------------



| |  |  | media exposure of our products or products of our competitors;
| | - |  | --------------------------------------------------------------



| |  |  | changes in governmental regulations or in the status of our regulatory approvals or applications;
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | changes in earnings estimates or recommendations by securities analysts; and
| | - |  | ----------------------------------------------------------------------------



| |  |  | general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

These and other factors may make the price of our stock volatile and subject to unexpected fluctuation.

A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market, for example, liquidation of shares held by our
principal stockholders, including shares issued upon the exercise of outstanding options, the market price of our common stock could decline. These sales also might make it more difficult for us to sell equity or equity-related securities in the
future at a time and price that we deem reasonable or appropriate.

Our directors, officers and principal stockholders have significant
voting power and may take actions that may not be in the best interests of our other stockholders.

Our officers,
directors and principal stockholders, some holding more than 5% of our common stock, collectively control approximately 37% of our outstanding common stock. As a result, these stockholders, if they act together, will be able to significantly
influence the management and affairs of our company and most matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of
delaying or preventing a change in control and might adversely affect the market price of our common stock. This concentration of ownership may not be in the best interests of our other stockholders.



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

Our 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;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | a supermajority stockholder vote requirement for amending certain provisions of our Amended and Restated Certificate of Incorporation and Bylaws;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

These provisions 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.

We have a large number of authorized but unissued shares of stock, which could negatively impact a potential investor if they purchased our common
stock.

Our certificate of incorporation provides for 100,000,000 shares of authorized common stock, of which more than
one-third of the shares are available for future issuance, and 10,000,000 shares of authorized preferred stock, all of which are available for future issuance. The issuance of additional shares of common stock may have a dilutive effect on earnings
per share and relative voting power. We could use the shares of common stock that are available for future issuance in dilutive equity financing transactions, or to oppose a hostile takeover attempt or delay or prevent changes in control or changes
in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner.

Our board of directors will be authorized, without further stockholder approval, to issue up to 10,000,000 shares of
preferred stock with such rights, preferences and privileges as our board may determine. These rights, preferences and privileges may include dividend rights, conversion rights, voting rights and liquidation rights that may be greater than the
rights of our common stock. As a result, the rights of holders of our common stock will be subject to, and could be adversely affected by, the rights of holders of any preferred stock that may be issued in the future.

We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of
our stock.

We have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our
common stock in the foreseeable future. The payment of dividends on our common stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as our board of directors may consider relevant.
If we do not pay dividends, our stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER
INFORMATION

None.



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##### Table of Contents

ITEM 6. EXHIBITS



|            |  |                                                                                                                                              
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                  
|10.11       |  | Fifth Amendment to Loan and Security Agreement between Solta Medical, Inc. and Silicon Valley Bank dated April 20, 2011.                     
|            | 
|10.2        |  | Form of Notice of Grant for, and Terms and Conditions of, Market Stock Units under the 2006 Equity Incentive Plan.                           
|            | 
|10.3        |  | Amended and Restated 2006 Equity Incentive Plan.                                                                                             
|            | 
|31.1        |  | Certification of Chief Executive Officer under Securities Exchange Act Rule 13a-14(a).                                                       
|            | 
|31.2        |  | Certification of Chief Financial Officer under Securities Exchange Act Rule 13a-14(a).                                                       
|            | 
|32.1        |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S. C. 1350 and Securities Exchange Act Rule 13a-14(b).



|1 | Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2011.
|- | ----------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES

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



|                  |  |  |  |  |  |                                             
|----------------- |  |  |  |  |  | --------------------------------------------
|                  |  |  |  |  |  | SOLTA MEDICAL, INC.                         
|                  |  |  | 
|Date: May 4, 2011 |  |  |  |  |  | /s/ Stephen J. Fanning                      
|                  |  |  |  |  |  | Stephen J. Fanning                          
|                  |  |  |  |  |  | President and Chief Executive Officer       
|                  |  |  |  |  |  | (Principal Executive Officer)               
|                  |  |  | 
|Date: May 4, 2011 |  |  |  |  |  | /s/ John F. Glenn                           
|                  |  |  |  |  |  | John F. Glenn                               
|                  |  |  |  |  |  | Chief Financial Officer                     
|                  |  |  |  |  |  | (Principal Financial and Accounting Officer)



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##### Table of Contents

INDEX TO EXHIBITS



|            |  |                                                                                                                                              
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                  
|10.11       |  | Fifth Amendment to Loan and Security Agreement between Solta Medical, Inc. and Silicon Valley Bank dated April 20, 2011.                     
|            | 
|10.2        |  | Form of Notice of Grant for, and Terms and Conditions of, Market Stock Units under the 2006 Equity Incentive Plan.                           
|            | 
|10.3        |  | Amended and Restated 2006 Equity Incentive Plan.                                                                                             
|            | 
|31.1        |  | Certification of Chief Executive Officer under Securities Exchange Act Rule 13a-14(a).                                                       
|            | 
|31.2        |  | Certification of Chief Financial Officer under Securities Exchange Act Rule 13a-14(a).                                                       
|            | 
|32.1        |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S. C. 1350 and Securities Exchange Act Rule 13a-14(b).



|1 | Incorporated by reference from our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2011.
|- | ----------------------------------------------------------------------------------------------------------------------------------



37